Rule 13e-3 defines a going private transaction as any one or a series of transactions (involving a securities purchase, tender offer, or specified proxy solicitation) by an issuer or an affiliate of the issuer, which has a reasonable likelihood or purpose of directly or indirectly (i) causing any registered class of …

What is a 13E?

SEC Schedule 13E-3 is a form that a publicly-traded company or an affiliate must file with the Securities and Exchange Commission (SEC) when “going private”. If a company goes private via a tender offer, it must also file with the SEC a Schedule TO.

What is a Schedule 14D 9?

Schedule 14D-9 is a filing with the Securities and Exchange Commission (SEC) made by a target company in response to a tender offer made by an interested party. A Schedule 14D-9 is required in any instance when shareholders have to sell a significant portion of their shares in exchange for cash or other securities.

What is Reg Ma?

Mergers and Acquisitions (Regulation M-A)

How does a take private work?

In a “take-private” transaction, a private-equity group purchases or acquires the stock of a publicly traded corporation. Private companies also do not have to meet Wall Street’s quarterly earnings expectations.

What is a Schedule 14d9?

What happens when a stock you own goes private?

With a public-to-private deal, investors buy out most of a company’s outstanding shares, moving it from a public company to a private one. The company has gone private as the buyout from the group of investors results in the company being de-listed from a public exchange.

How long does it take a company to go private?

Private-equity firms have varying exit timelines for their investments, but holding periods are typically between four and eight years.

What replaced rule 13e-3 and schedule 13e-3?

These C&DIs replace the Rule 13e-3 and Schedule 13E-3 interpretations in the July 1997 Manual of Publicly Available Telephone Interpretations, the July 2001 Interim Supplement to the Manual of Publicly Available Telephone Interpretations and the November 2000 Current Issues and Rulemaking Projects Outline.

What is item 8 of schedule 13e-3 and 1014(a)?

Item 8 of Schedule 13E-3 and corresponding Item 1014 (a) of Regulation M-A direct that each person filing the Schedule state whether it “… reasonably believes that the Rule 13e-3 transaction is fair or unfair to unaffiliated security holders.”

What is a rule 13e-3 affiliate transaction?

Accordingly, both the acquisition vehicle and the entity or person who formed it to acquire the issuer are considered affiliates engaged in the Rule 13e-3 transaction that have separate filing obligations.

What are the issuer’s obligations under Rule 13e-3?

The issuer’s obligation to comply with Rule 13e-3 arises from its engagement in a solicitation subject to Regulation 14A, or a distribution subject to Regulation 14C, in connection with the going private merger with its affiliate. See Rule 13e-3 (a) (3) (i) (C).