Three Tender-Offer Frameworks
Chapters in this video
- 0:00 Three doors: third-party, going-private, issuer self-tender
- 1:13 Blake the Banker and the over-5% after-consummation trap
- 2:56 Consequence-based triggers for going-private transactions
- 4:56 Ingrid's issuer self-tender and 40-business-day revival
- 6:26 Ultimate exam trap: both forms filed when frameworks overlap
- 7:44 Rapid-fire exam recap
What this video covers
- The third-party tender offer threshold: over 5% beneficial ownership after consummation, and why pre-existing shares count toward that total
- When the third-party rules apply versus when a mini-tender escapes them, and what universal rules still apply
- The 10-business-day deadline for a target board's Schedule 14D-9 response to a third-party offer
- The four consequence triggers for a going-private transaction: below 300 holders, termination of reporting, suspension of reporting, and delisting
- Why the 300-holder threshold is the exit door for going-private, and how the 2,000-holder registration threshold is a distinct gate for entry
- The issuer self-tender's 40-business-day withdrawal-revival period versus the third party's 60-calendar-day period
- Why an issuer self-tender that takes a company private requires filing BOTH the issuer tender offer form and Schedule 13E-3, not one or the other
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