Deals

What it is

A company that agrees to be bought, or to go private, leaves a trail of SEC filings: press releases and other deal communications (Form 425), a tender offer for its shares (Schedule TO) with its answer (Schedule 14D-9), a registration of the shares offered in a merger (Form S-4, or F-4 for a foreign company), a going-private statement (Schedule 13E-3), and the proxy statement shareholders vote on (a preliminary and then a definitive one). We gather these filings and group those of one transaction, so each row is one deal and shows the furthest step its paperwork has reached.

Who files it

The companies in the deal, usually through their law firms. The SEC gives a tender offer or a registration its own file number, and we use those numbers, and the names of the companies, to tie filings together.

How current

We collect new filings through the day on weekdays, as the SEC posts them.

Terms

Tender offerA tender offer is a public offer to buy shares straight from shareholders, usually at a fixed price for a limited time. The buyer files a Schedule TO (SC TO-T) with the SEC, and the target answers on Schedule 14D-9.Form 425Form 425 is any press release, presentation or letter about a merger that a company files because it is also offering shares. These are usually the first filings of a deal.S-4 / F-4The form used to register shares that a company will issue to complete a merger or an exchange. Form F-4 is the same for a foreign company. It is also used for debt exchanges and employee plans, which are not mergers.Merger proxyThe document sent to shareholders before they vote on a merger. A preliminary version (PREM14A) is filed first, and the definitive version (DEFM14A) once the SEC has finished its review. A PREM14C or DEFM14C is the same for a deal that needs no vote.13E-3A Schedule 13E-3 is filed when a company, or someone close to it, takes the company private. It must describe the deal and say why it is fair to the shareholders who are left out.

Worth knowing

We group filings by rule; we do not read the deal. Filings with the same SEC file number go together. Failing that, filings that name the same two companies within about nine months go together, and failing that, a company's filings join its only open deal. A filing that could belong to two deals is left on its own, so one deal can show as two rows, and two separate deals between the same companies close together can show as one. The filings do not state what an offer is worth, and we do not read prices or terms from the documents. They also do not say whether a deal closed or was called off: Stage is only the furthest form we have seen, and Latest filing is not a closing date. Target is the company the filer named as the subject, usually the company being bought, but a Form 425 can come from either side. Forms S-4 and F-4 name only the registrant, and they also cover debt exchanges and employee plans, so a row with nothing but registrations may not be a merger. A company's own tender offer for its shares (mostly funds repurchasing shares every quarter) is not a company being bought, so those are hidden unless you ask for them.

All of this comes from public filings.