Handbook
What each word on the deal pages means and the maths behind it, and what every SEC filing in a deal is.
Start here
The basics
Buying shares of a company that has agreed to be acquired, to collect the gap between the share price and the price the buyer has agreed to pay when the deal closes.
After a deal is announced, the target's shares usually trade a little below the offer. That gap is the spread. If the deal closes, holders receive the offer. If it fails, the shares can fall back toward where they traded before the deal, often well below the offer: see deal break.
Prices and the spread
The cash price per share the buyer has agreed to pay, as the agreement now stands.
The Offer column, the deal sheet and the deal page show it per share. When an amendment changes the price, the offer is the amended one.
Prices and the spread
The gap between the offer and the share price, as a share of the price: how much the price would rise if the deal closed at the offer.
Why there is one: someone who buys now waits months for the cash and carries the chance that the deal fails. The spread is what the market pays for both, the wait and the chance of a break. It usually narrows as the close nears.
Prices and the spread
The spread turned into a yearly rate, so deals that close at different times can be set side by side.
Days are calendar days from today, New York time, to the expected close. When the companies gave a period such as Q4 2026, the maths uses its last day, December 31, 2026.
Prices and the spread
A reference close for where the target's shares traded before the deal, taken on a day set by a fixed rule.
The checklist shows the price and the day it is from, with the filing's words when a filing states that close.
The basics
A deal that ends without closing: the agreement is terminated, for example because an approval is refused, holders vote it down or the buyer walks away.
A deal that ended this way shows the stage After failure. Depending on why it ended, a termination fee or a reverse termination fee may be owed.
Approvals and conditions
The target holders' approval of the merger at a meeting.
The Vote column shows its status: Pending, Done, Failed or Not required. When the meeting date passes with no result filed yet, it reads Meeting was set for that day, still pending.
Approvals and conditions
The US antitrust review under the Hart-Scott-Rodino Act: the parties notify the FTC and the Justice Department and wait out a set period before they may close.
The waiting period is usually 30 days, or 15 for a cash tender offer, and the agencies can end it early or extend it with a second request.
Dates and deadlines
The date after which either side may end the agreement if the deal hasn't closed.
To outside is the calendar days from today to it. It is the outside date as it stands now: an extension counts once it has been used or agreed, not while it could still happen.
Examples use round, made-up numbers, not a real deal. Nothing here is investment advice.
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