■ Company rounds out management team (if needed) ■ Focuses on “corporate cleanup” ■ Identifies real estate assets that may be contributed or acquired 6–12 months before IPO ■ Conducts due diligence ■ Commences prospectus drafting ■ Completes audit of full-year financial statement and review of interim financial statements ■ Completes required audits of significant assets or businesses acquired or to be acquired in accordance with Rules 3-14 and 3-05, respectively, of Regulation S-X ■ Initial meeting with analysts ■ Initial meeting with NYSE/Nasdaq and reserve trading symbol 1–2 months before first SEC filing or confidential submission ■ Company decides to formally undertake IPO ■ Appoints the lead underwriter(s) ■ Commences publicity restrictions ■ Finalizes structure—UpREIT, DownREIT, etc. ■ Analyzes valuation of real estate assets ■ Begins process to effect private roll-up transaction, if applicable ■ Identifies the REIT’s “predecessor” and “accounting acquirer” and seeks SEC concurrence of the determination, if necessary ■ Commences PCAOB audit of required financial statements. 4–6 months before IPO ■ Files Form S-11 with the SEC or submits confidentially to the SEC and submits listing application to a national securities exchange (i.e., NYSE or Nasdaq) ■ Makes required filings with FINRA ■ Receives first round of SEC comments approximately 30 days after filing/submission ■ Files or submits amended Form S-11, responding to second (and third and fourth) round of SEC comments, as necessary Initial SEC filing or confidential submission Additional Resources Indicative IPO Timeline: 25 | 2024 Guide to REIT IPOs and Listing Transactions
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