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2360 Proxy Statements for Acquisitions of Real Estate Operating Properties
us SEC - Financial Reporting Manual
2360.1 Proxy Statements - Applicability The staff applies the requirements of Item 14 of Schedule 14A to the Proxy Rules to the acquisition of real estate operating properties. S-X 3-14 financial statements of the properties should be provided in lieu of S-X 3-05 financial statements. In addition, registrants should comply with all of the disclosure requirements of Item 14 of Schedule 14A in a proxy statement related to the acquisition of real estate operating properties.
2360.2 Proxy Statements - Management's Discussion and Analysis is required under Item 14(c)(2). The staff expects registrants to:
- discuss operating trends depicted by the properties' historical financial statements and selected financial data presented; and
- provide applicable property information that is described under Items 14 and 15 of Form S-11, to the extent that information is not provided elsewhere in the proxy statements.
2360.3 Proxy Statements - Roll-up Transactions - Proxy statements related to roll-up transactions should also comply with the applicable roll-up provisions of Regulation S-K, Items 901-915.
2360.4 Proxy Statements — Selected Financial Data
Item 14(c)(2) requires five years of selected financial data with respect to the properties that are the subject of the shareholder vote. The staff will consider granting relief to registrants on a case-by-case basis in circumstances where that information is unavailable or not obtainable without unreasonable cost or expense. Registrants may consult with CF-OCA to request this relief.
In addition, EGCs may present fewer than five years of selected financial data in certain circumstances. See Section 10220.2. (Last updated: 6/30/2013)
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