Definition
Schedule TO is the SEC tender-offer statement that any person making a tender offer for a registered class of equity securities must file at the time of (or before) the launch of the offer. It is the primary public disclosure document for the offer.
Variants
- Schedule TO-T — third-party tender offers under Regulation 14D
- Schedule TO-I — issuer tender offers under Rule 13e-4
What’s in it
- Identity of the bidder, beneficial owners, and any group acting in concert
- Source and amount of funds (financing details)
- Background and purpose of the transaction
- Plans for the target post-close
- Identity of advisors, dealer managers, depositary, information agent
- The full offer-to-purchase and letter-of-transmittal as exhibits
Why it matters
The Schedule TO is the canonical document a target’s board and shareholders use to evaluate the offer. Bidders are required to amend it for any material change.