SEC Seeks Improved Disclosure By Non-Exchange Traded REITs

Article by Ettore A. Santucci P.C. , Eric J. Graham , John O. Newell , and David H. Roberts

Recently, the staff at the SEC (the "Staff") communicated to non-exchange traded REITs an effort intended to make prospectuses more concise, informative and useful to investors by encouraging these REITs to file more streamlined prospectuses that include additional business and financial information.¹ The Staff's revised views concerning the application of disclosure and compliance requirements during the initial distribution (offering) period, combined with the recent amendments to Form S-11 that permit incorporation of previously filed SEC reports by reference, are intended to change current practices which resulted in large part from the requirement to file sticker supplements to describe acquisitions that become probable following the initial effective date of the registration statement and