SEC FORM S-11:

Form S-11 is also known as the Registration Statement under the Securities Exchange Act of 1933 for certain real estate companies. 

 

SEC Form S-11 and REITs (Real Estate Investment Trusts)

 

An REIT is a company that owns, operates or finances income-producing real estate. Properties that are eligible to be included in REITs are generally commercial spaces like malls. For a company to qualify as a REIT, it must meet certain regulatory guidelines. For example, the company must invest at least 75% of its total assets in real estate, cash or U.S. Treasuries, pay 90% percent of its taxable income in the form of shareholder dividends each year, and be a taxable corporation with 100 or more shareholders.

 

Like other securities, REITs generally trade on major exchanges. For investors without the funds or capacity to invest in real estate properties individually or build their own portfolio of real estate properties, REITs provide them with a liquid stake.

 

Most REITs specialize in a specific sector such as office REITs or healthcare REITs. Regardless of specialization, in most cases, REITs operate by leasing space and passing on collected rent payments to its investors in the form of dividends.

 

Form S-11 is filed on the SEC EDGAR system in HTML format. The SEC only accepts a simplified version of HTML, requiring the source documents to be converted using specialized SEC EDGAR software (as opposed to simply using the "Save as HTML" option in a word processor). Form S-11 also requires the filing entity to be registered with the SEC EDGAR system and have valid EDGAR filing codes, and pay a fee based on the number and offering price of any new shares being registered.

To Retain and Engage Private Placement Markets for a S-11 Registration Statement (Offering) Filing:

Private Placement Markets regularly works with companies and their legal counsel with respect to the creating and filing of SEC Form S-11; we consider it one of our specialties. 

 

After the complete SEC Form S-11 is drafted and approved by your company, Private Placement Markets will convert the approved and finalized S-11 Registration Statement (Prospectus) to SEC EDGAR HTML format, and provide you and your team with an online proof. After obtaining your final approval, we file the Form S-11 with the SEC EDGAR system.

The process of filing and having an S-11 approved by the SEC can take anywhere from two months to a year, depending on amount of material and complexity of the filing. The entire Private Placement Markets team is available throughout this entire process to prepare and submit subsequent amendments, redlines, and correspondence letters.

 

Service(s) to be Provided:

  • Registration of the company / UIT with the United States Securities & Exchange Commission.

    • Obtain SEC CIK Number

    • Obtain EDGAR Online Access

  • Registration of the Company / UIT with ISIN International, and obtaining an International Stock Identification Number (ISIN).

  • Drafting & Preparation of a Federal Securities Laws Compliant S-11 Registration Statement (Offering).

    • Our Custom S-11 Registration Statement (Offering) includes (but is not limited to):

      • Offering Structuring and Development of a Presentation Grade S-11 Registration Statement (Offering),

      • all SEC Filing(s) as required via the EDGAR,

      • all ISIN Filings as required

      • Capital Markets filing support (NYSE, NASDAQ, OTC),

      • Federal Securities Laws Compliance Review, and

      • Access to our Broker-Dealer Network & International Institutional Investment Banking Network (See www.PPMEquity.com & www.PPMDebt.com)

      • Does Not include any expenses associated with any required Financial Audits, Legal Opinion Letters, Stock Transfer Agents, DTC Registration, Broker Dealer / Market Maker Fees, Shares Registration Fees paid to the SEC, and/or any Listing Fees associated with a Capital Markets Listing. 

To engage us for a Custom S-11 Registration Statement (Offering) Preparation:

  1. Private Placement Markets is very selective about the S-11 Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your S-11 needs.

  2. If there is a mutual interest to engage for the Drafting and Filing of your S-11, we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the Custom S-11 Registration Statement (Offering). Our total estimated cost for a Custom S-11 Registration Statement (Offering) is a Flat $20,000 USD (50% = $10,000 USD). NOTE: The balance of $10,000 will be due and payable 30 days net from retaining services or upon delivery of a final S-11 Registration Statement whichever comes first.

  3. Once complete, we will send you an email with information detailing the necessary information we need to get started working on the custom S-11 Registration Statement (Offering).

  4. General Time from Start-to-Finish, given the vast number of Registration Statemetns we have done over the past five plus years, approximately two to four weeks (could be shorter, could be longer, much depends on complexity and amount of information). 

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

101 California Street

San Francisco, CA 94111

Email: Steve@PPMSecurities.com

Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.

 

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