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2310 Real Estate Operations - When to Present S-X 3-14 Financial Statements
us SEC - Financial Reporting Manual
(Last updated: 3/31/2013)
Sections 2310-2320 do not apply to "blind pool" offerings subject to Industry Guide 5, Item 20.D Undertakings. See Section 2325 for guidance related to "blind pool" offerings.
Financial statements of each operating real estate property (or group of related properties) acquired or probable of acquisition that is significant individually or in the aggregate at the 10% level or higher are required to be filed in all transactional filings (i.e., proxy statements requiring financial information, 1934 Act registration statements, 1933 Act registration statements (except registration statements filed under Rule 462(b)) and post-effective amendments filed to reflect a fundamental change). The filing of a Rule 424 prospectus is not a transactional filing. S-X 3-14 financial statements must be provided for:
- each completed purchase of an individually significant property made during each year presented and subsequent to the end of the most recently completed fiscal year for which the registrant's financial statements have been filed, or
- any probable acquisition of an individually significant property, or
- completed and probable acquisitions of individually insignificant properties that are significant in the aggregate, made or to be made subsequent to the end of the most recently completed fiscal year for which the registrant's financial statements have been filed.
NOTE 1 to SECTION 2310.1
A registrant (including a WKSI) must either provide these financial statements in the registration statement or, if permitted by the form, in a previously filed Form 8-K that is incorporated by reference into the registration statement. (Last updated: 3/31/2010)
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NOTE 2 to SECTION 2310.1
"Related" Properties - Properties are related if they are under common control or management, the acquisition of one property is conditioned on the acquisition of each other property, or each acquisition is conditioned on a single common event. (Last updated: 3/31/2013)
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2310.2 Registration Statements and Proxy Statements - S-X 3-05 Exception Does Not Apply (Last updated: 3/31/2013)
For registration and proxy statements, the 74-day rule in S-X 3-05(b)(4) does not apply to S-X 3-14 financial statements. However, see Section 2325.2 for special provisions applicable to "blind pool" registration statements during the distribution period.
Financial statements of each operating real estate property (or group of related properties) acquired that is individually significant at the 10% level or higher are required to be filed in a Form 8-K.
NOTE to SECTION 2310.3
The purchase of real estate by companies engaged in real estate activities is not considered to be an acquisition in the ordinary course of business. Item 2.01 Form 8-Ks are required to report these transactions.
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