TAG | non-traded real estate investment trusts
6
FINRA Alerts Broker/Dealers Regarding Non-Traded REITs
Comments off · Posted by Securities Lawyer in FINRA
FINRA, the Financial Industry Regulatory Authority Inc., is alerting broker-dealers to a number of shortcomings in how they communicate with investors about non-traded real estate investment trusts (REITs).
According to FINRA, broker-dealers are falling short in a some areas, including distributing materials that contain misleading and inaccurate statements about the potentials of investing in illiquid real estate programs.
“Recent reviews by FINRA of communications with the public regarding real estate programs have revealed deficiencies,” FINRA said. These broker-dealer communications “have emphasized the distributions paid by a real estate program and failed to adequately explain that some of the distribution constitutes return of principal,” the FINRA notice said.
FINRA’s notice to members is the latest effort to improve the sales practices around and increase transparency of illiquid REITs, which are sold almost exclusively through independent broker-dealers such as LPL Financial LLC, and Ameriprise Financial Services Inc.
Some broker-dealers may be downplaying the risks associated with such REITs. “In addition, some communications have not provided sufficient discussions of the risks associated with investing in the products in order to balance the presentation of benefits.”
Disclosure should be more accurate and explain how the REITs operate, FINRA said. Descriptions of the REITs in communications to clients also should be consistent with the REIT’s prospectus.
“In order to be fair and balanced, firm communications concerning a real estate program may not include an annualized distribution rate until the program has paid distributions that are, on an annualized basis, at a minimum equal to that rate for at least two consecutive full quarterly periods,” the FINRA notice said.
If you or a family member have sustained investment losses due to your stock broker or financial advisor’s recommendations regarding non-traded REITs, private placements, or other illiquid, complex products, call for a free consultation on how to potentially recover your losses. To speak with an attorney call Soreide Law Group at 888-760-6552.
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Last week LPL Financial Holdings agreed to pay $2.5 million in fines and restitution for improperly supervising brokers who sold non-traded real estate investment trusts. (Please note that LPL neither admitted nor denied wrongdoing.) These non-traded REITs are high-yielding and very popular. These non-traded REITs have jumped about 50% since 2009, to $65 billion. They are difficult to track and value, since they don’t trade on public exchanges.
Below is a list of REITs, some of which LPL Financial Holdings were fined for allegedly selling with improper supervision to clients who were not interested in taking the risks with their conservative portfolios.
American Realty Capital Daily Net Asset Value, Inc.
American Realty Capital Global Trust, Inc.
ARC Retail Centers of America
American Realty Capital Trust IV, Inc.
ARC Healthcare Trust
American Realty Capital Phillips Edison
Shopping Center REIT
American Realty Capital Trust, Inc. Update
American Realty Capital New York Recovery REIT
ARC Property Trust, Inc.
Arciterra National REIT, LP
Behringer Harvard Multifamily REIT II, Inc.
Bluerock Enhanced Multifamily Trust, Inc.
Carter Validus Mission Critical REIT
Clearwater Opportunity REIT
CNL Global Growth Trust, Inc.
CNL Global Income Trust, Inc.
Cornerstone Core Properties REIT, Inc.
Hines Global REIT, Inc. 2012
Inland Real Estate Income Trust, Inc.
Inland Diversified REIT
Lightstone Value Plus REIT II Update
NetREIT Dubose Model Home REIT, Inc.
NetREIT $200,000,000 Stock Offering Update
O’Donnell Strategic Industrial REIT, Inc.
Preferred Apartment Communities, Inc.
RREEF Property Trust, Inc.
UCM US RMBS Opportunity REIT, Inc.
US Apartment Investors 2010, Inc.
Wells Core Office Income REIT
If you purchased these or other REITs, and sustained investment losses due to your stock broker or financial advisor’s recommendations, call Soreide Law Group, PLLC, for a free consultation on how to potentially recover your losses. To speak with an attorney call 888-760-6552, or visit our website and complete our online form at: http://www.securitieslawyer.com.
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In an article in the Wall Street Journal, Feb. 11, 2013, Matthew Heimer writes that ever since the Federal Reserve started pushing interest rates to new lows, it’s been a common theme for retirees and other conservative investors accepting more risk to get a decent income from their portfolios. Last week LPL Financial Holdings agreed with state regulators to pay $2.5 million in fines and restitution for improperly supervising brokers who sold non-traded real estate investment trusts. (LPL neither admitted nor denied wrongdoing.) Non-traded REITs are high-yielding and popular – assets invested in the product have jumped about 50% since 2009, to $65 billion. But they’re for investors to track and value, since they don’t trade on public exchanges.
As Nathaniel Popper reports this week in the New York Times, opaque investments are becoming increasingly popular with less-sophisticated investors, leaving the investors overexposed to risks they don’t understand or vulnerable to fraud. The Financial Industry Regulatory Authority (FINRA) recently issued a notice expressing concern about products like these that could prove “potentially unsuitable and otherwise problematic for retail investors.” Other investments on FINRA’s list include business development companies, which invest in the debt of small privately held businesses, and private placement securities, which represent direct investments in such firms.
If you sustained investment losses due to your stock broker or financial advisor’s recommendations regarding non-traded REITs, private placements, or other complex products, call for a free consultation on how to potentially recover your losses. To speak with an attorney call 888-760-6552, or visit our website and complete our online form at: http://www.securitieslawyer.com.
Soreide Law Group, PLLC., representing investors nationwide before FINRA the Financial Industry Regulatory Authority.
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11
FINRA Filings from Conservative Investors Who Were Sold Complex Products is on the Rise
Comments off · Posted by Securities Lawyer in FINRA
Financial regulators are confronting investor frauds that are giving retirement savers steep losses on complex products that until a few years ago were aimed only at the most sophisticated investors, writes Nathaniel Popper in a New York Times article from Feb. 11, 2013.
These victims are among the millions of Americans whose mutual funds and stock portfolios fell in the financial crisis, and who started searching for ways to make better returns. Many investors put money into speculative bets promoted by aggressive financial advisers. These investments included private loans to young companies and shares in bundles of commercial real estate properties.
“Since the crisis, we’ve seen more and more people reaching out into different types of exotic investments that are a big concern to us,” said William F. Galvin, the Massachusetts secretary of the commonwealth.
Wednesday, Feb. 6th., 2013, Mr. Galvin’s office ordered one of the nation’s largest brokerage firms, LPL Financial, to pay $2.5 million for improperly selling the real estate bundles, known as nontraded REITs, or real estate investment trusts, to hundreds of Massachusetts residents from 2006 to 2009, in some cases overloading clients’ accounts with them.
J. Bradley Bennett, chief of enforcement at the Financial Industry Regulatory Authority, or FINRA, said that for the last two years, 10 staff members have looked at the “proliferation of these products, to understand how they are being sold.”
“It’s got our attention,” he said. “We recognize the trends.”
Brokers are eager to sell these investments because they often bring in higher commissions. Several of these products hold out the promise of higher returns. Many of the investors in these complex products have filed claims with FINRA.
Private placements have been on the list of top enforcement concerns published by the national organization of state securities regulators every year since 2007. The private placements are supposed to be available only to wealthy, sophisticated investors, but several loopholes have allowed them to end up in the portfolios of less sophisticated retirement savers.
REITs have been one of the most heavily sold products. The new version, nontraded — the type that got LPL Financial in trouble in Massachusetts — can be bought and sold only in private transactions.
The outstanding amount of such nontraded REITs grew to $65 billion last year, from $43 billion in 2009. FINRA also issued a $14 million fine in October against David Lerner Associates, a large purveyor of nontraded REITs in the New York area.
If you or a family member have sustained investment losses due to your stock broker or financial advisor’s recommendations regarding non-traded REITs, private placements, or other complex products, call for a free consultation on how to potentially recover your losses. To speak with an attorney call 888-760-6552, or visit our website and complete our online form at: http://www.securitieslawyer.com.
Soreide Law Group, PLLC., representing investors nationwide before FINRA the Financial Industry Regulatory Authority.
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7
LPL Financial Ordered to Pay $2 mill Over Sales of Non-Traded REITs
Comments off · Posted by Securities Lawyer in FINRA
On Feb. 6th., 2013, LPL Financial, LLC, was ordered by Massachusetts Security Division to pay restitution of more than $2 million to investors who bought shares of nontraded real estate investment trusts (REITs) and a $500,000 administrative fine, which involved investors who bought shares of several different nontraded REITs in violation of state limitations, and the company’s own rules and procedures. LPL also has agreed to review all nontraded REITs sold in Massachusetts and offered to make restitution to all other investors who bought the securities in violation of state limits or company rules.
LPL Financial and Ameriprise Financial Inc. are the two biggest sellers of nontraded REITs, accounting for almost 20% of the industry’s annual sales of $10 billion. Regulators recently have put the nontraded REITs on close watch as a number of the largest REITs have suffered sharp devaluations.
In its consent order with Massachusetts regulators, LPL admitted to a series of statements of fact around the sales of the REITs but neither admitted nor denied allegations stemming from the training and oversight of sales of nontraded REITs as well as alleged violations of securities laws. The REIT sales occurred between 2006 and 2009.
Below is a list of non-traded REITs sold by many broker/dealers:
American Realty Capital Daily Net Asset Value, Inc.
American Realty Capital Global Trust, Inc.
ARC Retail Centers of America
American Realty Capital Trust IV, Inc.
ARC Healthcare Trust
American Realty Capital Phillips Edison
Shopping Center REIT
American Realty Capital Trust, Inc.
American Realty Capital New York Recovery REIT
ARC Property Trust, Inc.
Arciterra National REIT, LP
Behringer Harvard Multifamily REIT II, Inc.
Bluerock Enhanced Multifamily Trust, Inc.
Carter Validus Mission Critical REIT
Clearwater Opportunity REIT
CNL Global Growth Trust, Inc.
CNL Global Income Trust, Inc.
Cornerstone Core Properties REIT, Inc. 2nd Offering
Hines Global REIT, Inc. 2012 Update
Inland Real Estate Income Trust, Inc.
Inland Diversified REIT
Lightstone Value Plus REIT II
NetREIT Dubose Model Home REIT, Inc.
NetREIT $200,000,000 Stock Offering Update
O’Donnell Strategic Industrial REIT, Inc.
Preferred Apartment Communities, Inc.
RREEF Property Trust, Inc.
UCM US RMBS Opportunity REIT, Inc.
US Apartment Investors 2010, Inc.
Wells Core Office Income REIT
Securities Attorney, Lars Soreide, of Soreide Law Group, PLLC, has represented clients nationwide. If you or a family member have experienced losses through LPL Financial, LLC, or any other nontraded REIT, call a Securities Arbitration Lawyer for a free consultation on how to potentially recover your losses. To speak with an attorney, call 888-760-6552, or visit http://www.securitieslawyer.com.
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23
Largest Non-Traded REITs Dropping in Value
Comments off · Posted by Securities Lawyer in FINRA
Recently, InvestmentNews.com did an analysis of eight of the largest nontraded real estate investment trusts (REITs). They found that these REITs have lost $11.3 billion, or 37% of their equity value, over the past seven years.
On August 14th., CNL Lifestyle Properties Inc., which initially raised $2.7 billion at $10 a share, became the latest large nontraded REIT to report a sharp decline in value; its share price dropped to $7.31.
In July, the Dividend Capital Total Realty Trust Inc., which raised $1.8 billion in equity at $10 per share, revised its value to $6.69 per share. In March, the REIT said its value was $8.45 per share.
Some industry observers commented that the revaluation of CNL Lifestyle Properties is likely to be the last nontraded REIT to see a substantial decline in value. The eight REITs analyzed for InvestmentNews.com were notable because they had raised more than $1 billion in equity, and their declines in equity value were greater than 20%.
The decline in estimated equity value does not take into consideration the “distributions,” or dividend yields, that the REITs have been paying clients. Such yields can range from 5% to 7% annually. Accounting for those distributions is important in the discussion of nontraded REITs returns, industry executives noted.
These eight REITs which were examined, are a large part of the nontraded-REIT and “direct participation program” investment industry, which will raise between $9 billion and $10 billion from investors this year through independent broker-dealers.
The one exception: The family of REITs known as the Apple REITs was not included in the analysis, because their share prices are currently listed as “not priced.” The Financial Industry Regulatory Authority Inc. (FINRA) last year filed a complaint against David Lerner and Associates Inc., alleging that since at least 2004, “the closed Apple REITs have unreasonably valued their shares at a constant price of $11, notwithstanding market fluctuations, performance declines and increased leverage.” over sales of the REITs.
The InvestmentNews.com article said that during the surge in the commercial real estate market, which peaked near the end of 2007, some registered reps sold nontraded REITs to clients and characterized them as bond alternatives. Some reps sold these investments appropriately, and some reps fell short.
If you or a family member have sustained investment losses due to your stock broker or financial advisor’s recommendations regarding these or other non-traded REITs, call for a free consultation on how to potentially recover your losses. To speak with an attorney call 888-760-6552, or visit our website and complete our online form at: http://www.securitieslawyer.com.
Soreide Law Group, PLLC., representing investors nationwide before FINRA the Financial Industry Regulatory Authority.
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29
Did You Invest With James J. Albright, Jr, of Sagepoint Financial (p/k/a AIG Financial) of Manitowoc, Wisconsin?
Comments off · Posted by Securities Lawyer in FINRA
Soreide Law Group, PLLC, and Securities Attorney Lars K. Soreide, are investigating James J. Albright, Jr., and Sagepoint Financial, Inc., previously known as AIG Financial Advisers, of Manitowoc, Wisconsin.
The alleged claims are based on Albright’s recommendations to his clients to purchase unsuitable, risky and illiquid non-traded real estate investment trusts (“REITs”). Due to the result of Albright’s alleged sales practices, his clients suffered substantial losses and cannot access their funds, which are now locked into illiquid investments.
Some of the REITs involved are: KBS, Behringer Harvard, G, NNN Healthcare Office, and Inland Western.
For years, Soreide Law Group has been cautioning our clients and readers of our blog, about the dangers of these risky REIT investments, including, but not limited to, the illiquidity, and high commissions paid to the brokers. Non-traded REITs are now being scrutinized by the securities regulators. They are watching in particular the suitability for the individual investor, asking whether the investment is suitable and how these products sold or ‘pitched’ to the customer. Non-traded REITs have declined dramatically in value over the past several years.
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20
Cornerstone Core Properties Plunges 72%–Another Nontraded REIT
Comments off · Posted by Securities Lawyer in FINRA
Bruce Kelly writes in an InvestmentNews.com article, that another nontraded real estate investment trust has taken a sudden and precipitous decline in value — this time plunging nearly 72%.
The investors in the Cornerstone Core Properties REIT Inc. were told this month by the company that the shares, once valued at $8, are now worth $2.25. “The estimated per-share value has been adversely affected by the recent global economic downturn, negatively impacting our small business tenant base, which has resulted in approximately $43 million of previously announced impairment charges recorded in the second and third quarters of 2011,” according to the letter, which was signed by Terry Roussel, the REIT’s chairman and chief executive.
Kelly writes that a sharp decline in tenant occupancy has hammered the REIT: Tenant occupancy of the REIT’s retail properties was 69% at the end of last year, compared with 92% at the end of 2008. “A couple of years ago, the sponsor had some regulatory issues and had to shut down capital raising,” said Anthony Chereso, CEO of FactRight LLC, a due-diligence firm that covers managers of alternative investments. “It had some properties with tenant issues, and the portfolio had issues with covering debt and distributions. It was not constructed well.” FactRight last year recommended that broker-dealers pull the Cornerstone Core Properties REIT from their platforms, Mr. Chereso said.
These REIT’s regulatory issues had to do with marketing at the sponsor level, Mr. Chereso said. The sponsor broker-dealer is Pacific Cornerstone Capital Inc. “Their only option is to liquidate,” he said. “There’s not a whole lot that can be done to revive it.”
Kelly writes the Cornerstone REIT raised only $172.7 million between 2006 and 2009, making it a relatively small player in a marketplace in which the largest players have raised and deployed billions of dollars. Still, other nontraded REITs or real estate funds sold by REIT sponsors recently have seen dramatic declines in value, eating away at investors’ portfolios and making life difficult for the brokers who sold the products.
By the end of December, investors in the Behringer Harvard Short-Term Opportunity Fund I LP, which had about $130 million in total assets, saw its valuation drop to 40 cents a share, down drastically from $6.48 a share Dec. 31, 2010, and the Behringer Harvard Opportunity REIT I Inc. saw its estimated value decline to $4.12 a share at the end of last year, from $7.66 a year earlier.
The Cornerstone Core Properties REIT changed its chief financial officer at the end of last year, replacing Sharon Kaiser with Stephen Robie, according to filings with the Securities and Exchange Commission.
In conclusion of the InvestmentNews.com article, Kelly writes that the REIT has been focused on paying down debt, selling three properties in the fourth quarter of 2011 with $24.8 million in sales value. The proceeds were used to pay down $13.5 million of debt and to build cash reserves, according to an SEC filing.
Securities Lawyer, Lars K. Soreide, of Soreide Law Group, PLLC, has represented clients nationwide. If you or a family member have sustained investment losses due to your stock broker or financial advisor’s recommendations, call for a free consultation on how to potentially recover your losses. To speak with an attorney call 888-760-6552, or visit our website at: www.securitieslawyer.com.
Soreide Law Group, PLLC., representing investors nationwide before FINRA the Financial Industry Regulatory Authority.
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In an InvestmentNews.com article by Bruce Kelly, April 1, 2012, he writes that shortly after Susan Fox bought a nontraded real estate investment trust for her IRA, the REIT started to show quarterly losses. But when she met with her broker to discuss her concern, he sold her a second nontraded REIT.
Kelly writes that the first REIT, Inland American Real Estate Trust, has fallen in value in the last five years from $10 per share to $7.22 per share, a 28% decline. Last month, Ms. Fox, 63, was informed that the second, Cornerstone Core Properties REIT Inc., had been devalued to $2.25 per share, from $8, a drop of 72%. Ms. Fox claims that after watching the first REIT’s performance decline, she never intended to buy the second one.
The InvestmentNews.com article goes on to say that Ms. Fox, who was living in Plano, Texas, when she bought the REITs and now resides in Ramsey, Ill., sensed trouble in the summer of 2008 when the Inland REIT started to post losses. So she and her broker, John Potts, met at her home to discuss what to do with her IRA. During their conversation, Mr. Potts was squarely focused on the Cornerstone REIT, Ms. Fox said.
“I was concerned with Inland performing so poorly, and he sold me Cornerstone,” said Ms. Fox, who claims she did not know the investments were illiquid when she bought them.
“My recollection was that he deflected talking about Inland,” she said. “He was talking over my head and said that [Cornerstone] was a better investment with a better, reputable company, and it would pay dividends. He had a lot of paper spread out on the table. He had all the documents ready for me to sign, and I signed them.”
Kelly writes that she knew Mr. Potts and had worked for him, doing some bookkeeping for his firm, Signature Planning Inc., and was “impressed with his due diligence,” she said. During the real estate boom, such REITs were regularly touted as being stable, long-term investments because they invested in commercial real estate, which historically had performed well as an asset class. As some REITs’ values have plunged the opposite has proved true.
The REIT industry often puts the blame squarely on the real estate bubble rather than on any individual real estate investing strategy.
Additionally in Ms. Fox’s predicament, the REITs were part of her IRA, which in 2008 had $105,000 in it. The REITs accounted for $56,616 of the account, or almost 54%. Having such a large percentage of her IRA in illiquid investments alarmed Ms. Fox, and in July 2010, she told her broker to sell the investments. When he told her she was stuck, she began to complain.
“I purport that I was overallocated to nonliquid investments unsuitable for my short-time-horizon needs,” she wrote in a letter in July 2010 to Thomas Berthel, CEO and owner of Berthel Fisher & Co. Financial Services Inc., an independent broker-dealer that employed Mr. Potts.
In 2010, Ms. Fox also complained to the Financial Industry Regulatory Authority Inc., which looked into the matter but took no action.
Ms. Brady said the firm concluded that Mr. Potts acted appropriately and that there were no sales practice problems with Ms. Fox’s transactions. “We remain confident that the sales practices of our registered representative were appropriate,” Ms. Brady wrote.
One question from Ms. Fox’s dilemma is the appropriateness of investing in illiquid instruments in retirement accounts.
Kelly writes that the direct-participation-program industry, which includes nontraded REITs and other investments, is trying to make the REITs more palatable for investors, including those with retirement accounts, by creating products that have daily net asset values and increased liquidity, industry observers said. Most nontraded REITs are given a value only once a year, and that is after they finish their period of sales. Securities regulators recently have proposed rules that would tighten up the time for valuations.
“There’s confusion in people’s minds between the extent of an investment being liquid and safe,” said Tony Webb, a research economist with the Center for Retirement Research at Boston College. “A five-year [certificate of deposit] is not liquid but safe. A publicly traded share is liquid but not safe.”
“Clearly, in the face of the uncertainty of health care costs, households place a certain value on liquidity, but it’s not important that all the household’s wealth is liquid,” Mr. Webb said.
“This is one where the adviser should be faulted, not that the investment wasn’t liquid but that the level of risk wasn’t appropriate for the client,” he said. “I don’t know the client’s financial situation, but it strikes me, at first glance, of being an inappropriate investment.”
The InvestmentNews.com article says that while no figures are available for the overall percentage of illiquid investments in retirement accounts, industry executives said they are widely sold. At independent broker-dealers such as Berthel Fisher, two of the most popular types of illiquid investments are nontraded REITs and the more recently developed nontraded business development companies, or BDCs.
Such investments yield income, which is appealing for the long-term investor, said Kevin Hogan, president of The Investment Program Association, an industry association for the broker-dealers that market and sell such investments.
“Most IRA accounts run for 10 to 20 years, and that fits the long-term nature of nonlisted REITs,” he said. “I think you’ll see more nonlisted REITs in IRAs because of income and distribution potential.”
Securities Lawyer, Lars K. Soreide, of Soreide Law Group, PLLC, has represented clients nationwide. If you or a family member have sustained investment losses due to your stock broker or financial advisor’s recommendations, call for a free consultation on how to potentially recover your losses. To speak with an attorney call 888-760-6552, or visit our website at: www.securitieslawyer.com.
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