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Schedule TO-C

Schedule TO-C
InvestingLaws and RegulationsSECSec and Regulatory Bodies

What Is a Schedule TO-C?

A schedule TO-C is recorded with the Securities Exchange Commission (SEC) when any written communications take place relating to a tender offer. Schedule TO-C is a subset of the Schedule TO filing — likewise alluded to as a tender offer statement.

Understanding Schedule TO-C

The "TO" in schedule TO stands for "tender offer." Many types of filings must be recorded when a company is participating in a tender offer.

What Is a Tender Offer (TO)?

All a tender offer is a type of public takeover bid constituting an offer to purchase some or shareholders' shares in a corporation. Tender offers are typically made publicly and invite shareholders to sell their shares at a specified cost and within a particular window of time. The price offered is for the most part at a premium to the market price and is often contingent upon a base or a maximum number of shares sold.

The shares of stock purchased in a tender offer become the property of the purchaser. From there on out, the purchaser, similar to some other shareholder, has the privilege to hold or sell the shares at their discretion.

Purpose of Schedule To-C

At the point when a tender offer is being made, several steps must be taken. The Sarbanes-Oxley Act of 2002 outlines a significant number of the regulations that oversee tender offers. In part, the Sarbanes-Oxley Act was passed to assist with protecting investors from fraudulent financial reporting by corporations.

At the point when an investor proposes buying shares from each shareholder of a publicly-traded company at a certain cost at a certain time — otherwise known as a tender offer — the Securities and Exchange Commission (SEC) expects that a Schedule TO must be documented. Schedule TO is a regulatory filing required of a party that makes a tender offer that would result in over 5% ownership of a class of the company's securities. In the event that the company tries to go private via a tender offer, it must include SEC Form 13E-3 as part of the Schedule TO filing.

Other SEC Forms Required in a Tender Offer

There are likewise schedules TO-I, which contains issuer information; and TO-T (if applicable) which contains third party information. Schedule TO-C must be recorded when written communications are produced and distributed relating to the tender offer. The tender offer might be either an issuer or a third-party tender offer. Schedule TO-C likewise requires the calculation of the filing fee.

Highlights

  • The price offered is as a rule at a premium to the market price and is often contingent upon a base or a maximum number of shares sold.
  • The shares of stock purchased in a tender offer become the property of the purchaser.
  • All a tender offer is a type of public takeover bid constituting an offer to purchase some or shareholders' shares in a corporation.
  • Schedule TO-C must be recorded when written communications are produced and distributed relating to the tender offer.
  • A schedule TO-C is recorded with the Securities Exchange Commission (SEC) when any written communications take place relating to a tender offer.