Mergers and Acquisitions Solutions

What is SEC Form S-4?

SEC Form S-4 is filed by a publicly traded company with the Securities and Exchange Commission (SEC). SEC Form S-4 is required to register any material information related to a merger or an acquisition. The form is also filed by companies undergoing an exchange offer, where securities are offered in place of cash. There are some key details that companies must include on the form, including their registered name and the area where they are incorporated.

SEC Form S-4 is known as the Registration Statement under the Securities Exchange Act of 1933. Public or reporting companies must submit Form S-4 to the SEC whenever they are involved in a merger, acquisition, or stock exchange offer. The SEC reviews the information to ensure that the transaction is legal and able to proceed.

When completing SEC Form S-4, a company must include its registered name, jurisdiction of incorporation, classification code number, employer identification number (EIN), address and names of the principal executive officers, and the name and details of the service agent. Other details include the proposed sale date and the company’s filer status.

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What is SEC Form F-4?

SEC Form F-4 is a filing that the U.S. Securities and Exchange Commission (SEC) requires for the registration of certain securities by foreign issuers. SEC Form F-4 supports the registration of securities involving foreign private issuers in connection with exchange offers and business combinations.

SEC Form F-4 is also known as the registration statement under the Securities Act of 1933. This act, often referred to as the “truth in securities” law, requires that these registration forms disclose essential facts about the company and securities being offered. It helps the SEC achieve its objectives by making information more accessible to investors and prohibiting fraud.

In addition, Form F-4 requires the applicant to divulge the approximate date of commencement of proposed securities sale, whether the registrant is an emerging growth company, whether it prepares its financial statements in accordance with U.S. GAAP, and a calculation of the registration fee.  All of this is to help standardize the practices of foreign firms with U.S. markets and streamline the flow of information to potential shareholders and the investing public.

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SEC Form DEFM14A must be filed with the Securities and Exchange Commission (SEC) prior to a merger or acquisition that will require a shareholder vote. Under The Securities Exchange Act of 1934, the form is meant to uphold shareholders’ rights by providing them with enough information to enable them to vote at a security holders’ meeting or via a proxy vote that they authorize.

Also known as the definitive statement relating to merger or acquisition, each filed DEFM14A is displayed publicly online using the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission.

The filing includes the date, time and place of the meeting of security holders; revocability of proxy; dissenter’s right of appraisal; individuals making the solicitation; direct or indirect interest of certain persons; modification or exchange of securities; financing information and financial statements; risk factors; voting procedures; acquisition or disposition of property; amendment of charter, bylaws, or other documents; and other key details. For support and additional information, explore our Regulatory Disclosure Solutions.

The preliminary proxy statement, also known as the PRE 14A, is a form required by the Securities and Exchange Commission (SEC) when there is a request of shareholder votes on items unrelated to an acquisition or a contested matter. For support and additional information, explore our Annual Meeting and Proxy Solutions and download the latest Toppan Merrill Proxy Style Guide to improve shareholder engagement.

A tender offer is an offer from an investor, or investor group, to purchase a specified minimum of the company’s shares at a price point that is typically higher than the stock price, making the offer attractive to current shareholders. Since the offer is made to current shareholders, the purchase of a controlling interest in the company stock may be done without the company’s approval. With no required company involvement, tender offers can be hostile takeovers. Shareholders of the acquired entity may realize a significant return on the transaction and the acquiring company benefits can include increased revenue as well as decreased competition. For support and additional information, explore our Capital Markets Transactions solutions. 

SEC Section 16 of The Securities Exchange Act of 1934 requires corporate insiders to publicly disclose their company affiliations, material changes in their holdings or unreported insider transactions through various regulatory filings with the SEC. Specifically, Section 16 mandates that Forms 3, 4 and 5 be filed by insiders—in other words, company investors who are directly or indirectly beneficial owners of more than 10% of stock in a company or directors and officers of the issuer of the securities. An insider of a first-time securities issuer or a new insider at an already-registered securities issuer must carry out the initial filing, Form 3. Form 4 is used to report material changes in insiders’ holdings. Form 5 reports any transactions that should have been included on a previous Form 4 or were eligible for deferred reporting such as gifts of shares or multiple small transactions. Section 16 reporting must be submitted electronically through the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. The SEC also requires companies to post the forms on their websites by the end of the next business day after filing them. Section 16 reporting deadlines were accelerated due to provisions of the SOX, the Sarbanes-Oxley Act of 2002. For support and additional information, explore our solutions here.

The Securities Act of 1933 is commonly referred to as the ’33 Act or the Truth in Securities law. It was the first major federal legislation enacted to regulate the securities markets. In response to the Wall Street Crash of 1929, new measures were put into place. This was to ensure better transparency in financial statements so investors could make informed decisions. It also protected them from fraudulent activity and deceit in the securities market.

Before the ’33 Act, the regulation of securities was handled by the states. This led to a lack of consistency in how securities were issued and disclosed. Furthermore, enforcement was also inconsistent.

The ’33 Act required companies to register with the SEC. They also had to provide potential investors with standard documentation, including a prospectus. This prospectus included certified financial statements, information about management, business plans, and a description of the securities being offered. For a company to go public, its shares must be traded on an exchange. The Securities and Exchange Commission (SEC) must declare the company’s submission “effective” for this to happen.

The ’33 Act set out regulations to protect investors. These included uniform rules for public company reporting and disclosure requirements. This was to help prevent fraudulent activities or misrepresentation. Additionally, it established oversight at the federal and state level.

President Franklin D. Roosevelt signed the Securities Act of 1933 into law as part of the New Deal. This happened during the Great Depression. The 1920s saw a meteoric rise in the stock market. On Black Thursday, Oct. 24, 1929, the stock market crashed, losing 11% of its value. This crash marked the beginning of a cataclysmic event.

Then came Black Monday, October 28, 1929, when the stock market fell 13% in a single day. The following day, the market dropped 12%. This downturn continued until mid-November, when the market had lost nearly half of its value. It took 15 years for the market to reach pre-crash levels again.

The fall caused fear among potential investors and consumers, who worried about their financial future. This fear led them to refrain from spending, making the economic situation worse and causing more contractions.

The United States didn’t fully emerge from the Stock Market Crash of 1929 and the ensuing Great Depression until World War II which required men and machinery to fuel the effort. The Stock Market Crash that permeated America for more than a decade was attributed to a speculative boom that went uncontested. With the ’33 Act, capital markets regulation was in the hands of the Federal Government.

Standards including the creation and submission of registration statements that include a prospectus containing detailed financial information on the securities offered, company and business.

All those signing the registration statement, including the company’s senior management and underwriter, must conduct thorough due diligence to verify that the document is complete and accurate.

Registration statements and their accompanying prospectuses must be filed via the SEC’s EDGAR (computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. These registration statements are examined by the SEC to ensure that they are compliant with disclosure requirements and that the American public and investors can make informed decisions about their investment decisions.

For support and additional information, explore our Capital Markets Transactions solutions.