Definition
An amendment is any change to the terms of an outstanding tender offer — most commonly a price change, a condition waiver or modification, an extension, or a change to the percentage of shares sought.
Disclosure trigger
Amendments require:
- An immediate press release describing the change
- An amendment to Schedule TO (and Schedule 14D-9 by the target)
- A 10-business-day extension under Rule 14e-1 if the change is material (e.g., price increase, change in percentage sought)
All-holders implications
A price increase via amendment must be paid to all holders, including those who tendered before the increase. Bidders cannot offer the higher price selectively.