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Robert Brian Watson and WDC Holdings LLC d/b/a Northstar Commercial Partners

SEC Charges Denver Real Estate Developer with Securities Fraud

Litigation Release No. 25480 / August 23, 2022

Securities and Exchange Commission v. Robert Brian Watson and WDC Holdings LLC d/b/a Northstar Commercial Partners, No. 1:22-cv-02147 (D. Colo. filed Aug. 22, 2022)

The Securities and Exchange Commission filed charges against Denver real estate developer WDC Holdings LLC d/b/a Northstar Commercial Partners and its owner and chief executive officer, R. Brian Watson, alleging that they misrepresented their own investments in securities offerings to fund ten separate real estate projects.

The SEC's complaint alleges that, from April 2017 to August 2019, Watson and Northstar raised approximately $49.5 million from at least 350 investors through sales of securities to fund commercial real estate projects across the country. According to the SEC, Watson and Northstar told investors that they would personally invest 4% to 5% of the equity needed for these projects, which would have totaled approximately $2.8 million, when they actually invested only a small fraction of this amount. The SEC alleges that the false and misleading statements about Watson and Northstar's stake in the projects, or "skin in the game," were critical to investors.

The SEC's complaint, filed in federal district court in Denver, Colorado, charges Watson and Northstar with violating the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The SEC seeks permanent injunctions, disgorgement with prejudgment interest, and civil penalties against both defendants, and an officer-and-director bar against Watson.

The SEC's litigation will be led by Terry Miller and supervised by Greg Kasper, Laura Metcalfe, and Jason Burt.

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