Private companies are not required to comply with Sarbanes-Oxley audit rules and costly reporting requirements. However, many REITs that begin as private placements can be required to register as public companies after reaching a certain size.
People often confuse “listed” or “traded” securities with “public” securities. Many companies are registered publicly with the Securities and Exchange Commission (SEC) without selling their shares on a stock exchange. Examples of public, non-traded companies are mutual funds, interval funds and non-traded REITs. In a “public” offering, its shares have been registered with the SEC. A public company is subject to numerous additional rules, ongoing reporting requirements and considerable compliance costs. With this public transparency comes the right to market nationally to a broad group of potential investors, subject to some state regulations. Public offerings are sold subject to a registered prospectus. Conversely, the shares of a “private” company are not registered with the SEC, and therefore the sale of its securities are limited—typically to “accredited” investors. These offerings are described in a Private Placement Memorandum (PPM). 2 1
TAXATION NUTSHELL —REIT investors receive a 1099, and the majority of distributions are taxed as ordinary income. However, taxpayers generally may deduct 20% of the qualified business income amount (through December 31, 2025). REIT shareholders may offset their income with a pro-rata share of portfolio depreciation. Often the depreciation deduction nearly or entirely offsets investors’ otherwise taxable income from a REIT. Of course, these deductions reduce cost basis, and will trigger depreciation recapture if REIT shares are liquidated before death. For many investors, deducting depreciation is a trade-off. Income tax is reduced today in exchange for a capital-gains tax in the future— unless the shares are passed to heirs and receive a “step up” in cost basis. 3 3
All traded or “listed” REITs are public, but not all public REITs are traded. Here are some key differences:
Purchase
Sale
Share Price
Transaction Cost
Price based on hourly fluctuations and highly correlated to stock market Price based on periodic valuations of underlying investment portfolio 5
Shares bought on a national exchange
Traded REITs
Shares sold on a national exchange
Shared brokerage fees
Offering costs, commissions, acquisition fees; back-end participation fees
Shares bought directly from issuer
Shares sold back to issuer per limited share redemption plan 4
Non-Traded REITs
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1. 2. 3. 4.
https://www.irs.gov/newsroom/facts-about-the-qualified-business-income-deduction https://www.nasaa.org/wp-content/uploads/2011/07/g-REITS.pdf https://www.sec.gov/oiea/investor-alerts-and-bulletins/private-placements-under-regulation-d-investor-bulletin
Share redemption plans are discretionary and can be suspended; funds available for redemption, if applicable, may be limited to only those funds received from dividend reinvestment, but many “Daily NAV” REITs offer annual aggregate liquidity up to 20% of the NAV of average outstanding shares The frequency and methodology of valuations varies across non-traded REITs, and are based on appraised estimates in the absence of actual property sales See the Use of Proceeds section of a REIT PPM to understand the full extent of fees, which vary across programs
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