Schedule TO: The Bidder's Disclosure Vehicle

What this video covers

• What Schedule TO is and when it must be filed: at commencement, defined as first publication, sending, or giving to security holders
• The four schedule variants and their filers: Schedule TO (third-party bidder), Schedule TO-T (third-party in practice), Schedule TO-I (issuer self-tender), and Schedule 13E-3 (going-private transaction)
• Why an issuer self-tender that drops the company below 300 shareholders triggers dual filing of both Schedule TO-I and Schedule 13E-3
• The core disclosure items drawn from Regulation M-A: identity and background, terms, source of funds, purpose and plans, past contacts, retained persons, and bidder financial information
• The adequate dissemination methods and why publication in all editions of a national-circulation daily newspaper satisfies the rule without unsolicited mass mailing
• When the bidder must file a material-change amendment and how it can affect the 20-business-day minimum offering period
• The critical exam distinction between Schedule TO (bidder's disclosure) and Schedule 14D-9 (target's recommendation to shareholders)