Search within this section
Select a section below and enter your search term, or to search all click C&DIs
Favorited Content
I. Schedule TO
us SEC - C&DI - Proxy Rules and Schedules
Question 1
Q: When should the cover of Schedule TO reflect that an amendment is being filed? Beginning after the first filing even when that is a written communication made before commencement of the offer, or only after the tender offer disclosure document is filed?
A: Amendment numbering should start with the first revision to the disclosure document, or offer to purchase. The EDGAR tag (i.e., "TO-C") for the written communications made before the filing of the disclosure document has no way of indicating an amendment. For example, there is no "TO-C/A" EDGAR tag. Therefore, the cover of the Schedule TO should only indicate an amendment number after the initial disclosure document is filed -- starting with the first revision. The EDGAR tag will then also indicate an amendment by using the "/A" (e.g., "TO-T/A").
Question 2
Q: Because Rule 14d-2 provides that commencement does not begin until the means of tendering have been given to security holders, would the staff review a Schedule TO filing that does not include a transmittal form, issue and clear comments, and then allow a bidder to disseminate their tender offer materials?
A: Yes. The staff, however, will give priority in its review to transactions that have already commenced. Because prompt review of a tender offer that has not commenced may be impracticable, the staff still encourages concurrent filing and dissemination of tender offer documents. Prospective bidders are reminded that new Rule 14e-8 requires bidders to have a bona fide intent to commence a tender offer once a Schedule TO has been filed. In addition, if a bidder files a Schedule TO before commencing the offer, the materials should make it clear that the offer has not yet commenced in order to avoid confusing investors.
This is a work of the U.S. Government
Link copied
