Handbook
SEC filings, in plain words.
Every fact on a deal page links to the document it came from, most often an SEC filing. These are the forms a US cash deal leaves behind, and what each one tells you.
How a cash deal moves through filings
Each filing has a form code that says what kind of document it is. Pick how holders decide and follow one deal from start to end.
Merger agreement
The price, the conditions, the end date and any break fees.
Draft proxy
How the deal came about, the fairness opinions and, often, management's projections.
Final proxy
The meeting date and the record date that decides who can vote.
- No form
Shareholder meeting
Shareholders vote on the deal.
Vote result
How many shares voted for and against.
Deal closed
The date the deal completed.
Delisted
The shares come off the exchange.
Reporting ends
The company stops filing reports with the SEC.
A code ending in /A is an updated or corrected version of the same form, such as SC TO-T/A.
When a deal is announced
A deal usually becomes public with a press release, which the company also files with the SEC.
8-K
Current report
A short report a public company files when something important happens, usually within four business days. Numbered items say what happened, such as signing or completing a deal.
8-K item 1.01
A major agreement was signed
For a deal, this is the merger agreement. The filing often attaches the agreement and the press release.
8-K item 7.01
Announcement to all investors
The company shares information with every investor at once, such as a press release or a presentation about the deal.
8-K item 8.01
Other events
News that has no item of its own. Deal updates often land here, such as an approval received or a lawsuit.
SC 13D
Large holder with plans
Filed by an investor who owns more than 5% of a company and is not just a passive holder. Item 4 says what they intend, which can be an offer to buy the whole company.
Also filed as SCHEDULE 13D.
6-K
Report of a foreign company
A foreign company listed in the US files this instead of an 8-K, with what it announces at home attached, such as a press release about an offer or a deal. Foreign companies don't follow the US proxy rules, so their meeting notices and vote results often arrive this way too.
When shareholders vote
In most mergers the target's shareholders vote on the deal. Before the vote the company sends them a proxy statement: the document that explains the deal and asks for their vote.
PREM14A
Preliminary proxy statement
The first draft of the merger proxy. It must be filed at least ten calendar days before the final version is sent, so the SEC can review it. The meeting date may still be blank.
DEFM14A
Definitive proxy statement
The final merger proxy, sent to shareholders. It gives the meeting date, the record date (you must own shares on that date to vote) and the story of how the deal came about.
DEFR14A
Revised definitive proxy
A changed version of the definitive proxy, filed when it has to be updated.
DEFA14A
Additional proxy materials
Other material the company uses to ask for votes, such as press releases, letters to shareholders and extra disclosures added to the proxy. It can be filed from the day the deal is announced.
PREM14C
Preliminary information statement
Used instead of a proxy when holders of a majority of the shares have already approved the deal in writing, so there is no vote. This is the draft; the final one is DEFM14C.
DEFM14C
Definitive information statement
The final information statement, sent to shareholders. The deal can't be completed until at least 20 calendar days after it is sent.
8-K item 5.07
Vote results
The result of a shareholder vote: how many shares voted for, against and abstained.
When the buyer makes a tender offer
Instead of a vote, a buyer can offer to buy the shares straight from shareholders. Each shareholder decides whether to sell, or tender, their shares.
SC TO-C
Communications before the offer
Anything the buyer publishes about a tender offer before the offer starts, such as the press release announcing it.
SC TO-T
Tender offer statement
The tender offer itself, filed by the buyer: the price, the conditions and when it expires. It must stay open for at least 20 business days. Amendments extend it, change it or report how many shares were tendered.
SC 14D9
The company's response
The target company's answer to a tender offer, due within 10 business days after it starts. It says whether the board recommends that shareholders tender, and why.
SC14D9C
The company's communications
Anything the target company publishes about a tender offer before it starts, such as a press release or a letter to employees.
SC 14F1
Board change notice
Notice that most of the board will change without a shareholder meeting. After a tender offer, the buyer often names its own directors this way.
When insiders are buying
Some deals are led by people who already run or control the company, or let some existing holders keep a stake by rolling their shares into the buyer.
SC 13E3
Going-private statement
Filed when management, a controlling shareholder or another insider is on the buying side. It must say whether those filing it believe the deal is fair to the other shareholders, and why. The checklist says whether the deal's filings say this statement may be required, will be filed or has been filed.
When a deal closes or ends
The last filings say whether the deal went through, and when the shares stop trading.
8-K item 1.02
A major agreement was ended
It can mean the merger agreement was terminated. It also appears when a deal closes, because the company's loans and other contracts often end at closing.
8-K item 2.01
Acquisition completed
The deal is done. This is usually the closing notice.
8-K item 3.01
Delisting notice
The shares will be removed from the exchange, as happens when a deal closes. It is also used when a company falls short of the exchange's rules.
8-K item 3.03
Shareholder rights changed
At closing, this is where the company says each share was turned into the right to receive the deal price.
8-K item 5.01
Change in control
Someone new controls the company, as is the case once the buyer owns it.
25-NSE
Removal from the exchange
Notice that the shares are being removed from their exchange. In a merger the exchange usually files it (25-NSE). A company removing its own listing files Form 25.
Also filed as 25.
15-12B
End of SEC reporting
The company tells the SEC it will stop filing reports. The ending (12B, 12G or 15D) names the part of the law it reported under; for a reader they mean the same thing.
Also filed as 15-12G or 15-15D.
What we don't read
- The antitrust filing. Under the HSR Act, buyer and target file with the FTC and the Justice Department, and those filings are confidential. Companies usually say in an 8-K or a press release when the waiting period ends.
- Earnings calls. We don't read them or their transcripts, and nothing in Tracking Alpha comes from them. If a call matters to you, listen to it yourself.
- Routine reports. Quarterly and annual reports (10-Q, 10-K) and routine ownership forms (Forms 3, 4 and 5, and Schedule 13G) are not read.
- Stock deals. Deals paid in the buyer's shares use other forms, such as the S-4 and filings under Rule 425. Tracking Alpha follows cash deals only.
Look it up yourself
Every filing here is public and free to read. Search them by company, form or any phrase on the SEC's own site.
SEC EDGAR full-text search (opens in a new tab)
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