Significant levels of accumulated cash have well-positioned many companies to pursue merger and acquisition activity. Potential acquirors and other transaction participants should be aware, in advance of entering into an acquisition transaction, of the Securities and Exchange Commission (SEC) reporting requirements for historical financial statements of the target business and pro forma financial information giving effect to the acquisition. These reporting requirements apply to registration statements filed by the acquiror as well as to the acquiror’s Current Report on Form 8-K reporting the consummation of the acquisition. As a matter of market practice, the financial reporting requirements applicable to registration statements also generally would be applied to an offering document for an offering exempt from SEC registration, including an offering of high-yield debt pursuant to Rule 144A.
Awareness of these requirements facilitates advance planning, including requiring cooperation from the seller and the seller’s accountants as part of the acquisition agreement. Advance planning and preparation is especially important for acquirors that intend to access the capital markets either to finance the acquisition or shortly after the closing of the acquisition.
Please see full alert below for more information.
Firefox recommends the PDF Plugin for Mac OS X for viewing PDF documents in your browser.
We can also show you Legal Updates using the Google Viewer; however, you will need to be logged into Google Docs to view them.
Please choose one of the above to proceed!
LOADING PDF: If there are any problems, click here to download the file.
Topics: Form 8-K, Registration, Reporting Requirements, Rule 144A, SEC
Published In: Business Organization Updates, General Business Updates, Finance & Banking Updates, Mergers & Acquisitions Updates, Securities Updates
DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
© Skadden, Arps, Slate, Meagher & Flom LLP | Attorney Advertising