Which US filing documents the offer to shareholders?

Which US filing documents the offer to shareholders?

• A. 8-K
• B. 14-D-9
• C. 14-D-1
• D. S-4

Answer: (C)

Tender offers are documented in the tender offer statement filed with the SEC, which is Form 14D-1. This form lays out the terms of the offer to shareholders—the price, the number of shares sought, any conditions, the schedule, and instructions on how to tender. The other forms serve different purposes: Form 14D-9 is used by the target to respond to the offer (often with the board’s recommendation), Form S-4 is used to register securities to be issued in a merger or similar transaction, and Form 8-K reports material events. So the document that directly communicates the offer to shareholders is Form 14D-1.

Tender offers are documented in the tender offer statement filed with the SEC, which is Form 14D-1. This form lays out the terms of the offer to shareholders—the price, the number of shares sought, any conditions, the schedule, and instructions on how to tender. The other forms serve different purposes: Form 14D-9 is used by the target to respond to the offer (often with the board’s recommendation), Form S-4 is used to register securities to be issued in a merger or similar transaction, and Form 8-K reports material events. So the document that directly communicates the offer to shareholders is Form 14D-1.