Form N-14 Filings

What Is SEC Form N-14?

SEC Form N-14 is an important filing used by management investment companies registered under the Investment Company Act of 1940 and business development companies to register securities to be issued in transactions such as those covered by Securities Act Rule 145(a), certain mergers, exchange offers, public offerings, or combinations of those transactions.

This form is typically filed when an acquiring fund, registrant, or similar investment vehicle must provide registration and transaction-related disclosures in connection with a fund reorganization, merger, or exchange offer.

Form N-14 helps provide disclosure to investors about the registrant, the company being acquired, the terms of the transaction, and the securities being offered. Form N-14 discloses fund mergers, reorganizations, and exchange offers involving investment companies. Related activity can be monitored in the M&A Proxy Statements section of SEC Filing Insights, with additional guidance on what to look for in M&A SEC filings.

Key elements typically found in SEC Form N-14 include:

• Name of the registrant and contact information
• Approximate date of the proposed public offering
• Description of the transaction or reorganization
• Information about the registrant and the company being acquired
• Financial statements and required exhibits
• Signatures and effectiveness-related information under applicable Securities Act rules

SEC Form N-14 Filing Deadlines

SEC Form N-14 does not have a fixed filing deadline, unlike a periodic report. It is generally filed as needed in connection with a covered transaction, and the form requests an approximate date for the proposed public offering and permits the submission of effectiveness-related information under applicable Securities Act rules.

Key Things to Know About Form N-14 Filing Rules

• Transaction Eligibility Matters: Form N-14 is used for specific types of securities transactions, including certain mergers, reorganizations, exchange offers, public reofferings, and combinations of those transactions.
• Used by Investment Companies and BDCs: The form may be used by management investment companies registered under the Investment Company Act of 1940 and by business development companies as defined in Section 2(a)(48) of that Act.
• Proxy Rules May Also Apply: If the transaction is submitted to security holders for a vote or consent, applicable proxy or information statement rules under the Exchange Act or Investment Company Act may apply, together with Form N-14 disclosure requirements.
• Financial Statements and Exhibits Are Required: The filing includes financial statement requirements and exhibit requirements, and registrants must also address registration fee requirements unless an applicable rule provides otherwise.
• Often Filed for Fund Reorganizations: Form N-14 is commonly used in fund mergers and reorganizations in which shareholders receive securities of the acquiring fund or a related registrant.

To monitor fund reorganizations, exchange offers, and related registration activity, our platform helps you track key SEC filings associated with transaction disclosure and investment company reporting.