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Form SC 13E1 Filings

SEC Form SC 13E1 is a formal filing used by an issuer that is the subject of a third-party tender offer when it plans to purchase its own equity securities during that tender offer period.

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What Is SEC Form SC 13E1?

SEC Form SC 13E1 is an important filing required under Rule 13e-1 of the Securities Exchange Act of 1934. It is used by an issuer to notify the Securities and Exchange Commission (SEC) that it intends to purchase its own equity securities while it is the subject of a third-party tender offer.

This form is typically filed when the issuer wants to make purchases during an active third-party tender offer and must disclose the proposed transaction before doing so. Because it is event-driven, the filing is made as needed and can be reviewed alongside related tender offer activity in EDGAR.

Form SC 13E1 ensures transparency by informing investors and regulators about the issuer’s proposed purchases, the purpose of the transaction, and the source of funds.

Key elements typically found in SEC Form SC 13E1 include:

  • Title and number of securities to be purchased
  • Names of the persons or classes of persons from whom the issuer will purchase the securities
  • Name of the exchange, quotation system, or other market through which the securities will be purchased
  • Purpose of the purchase
  • Whether the securities will be retired, held in treasury, or otherwise disposed of
  • Source and amount of funds or other consideration used for the purchase, including related financing arrangements

SEC Form SC 13E1 Filing Deadlines

SEC Form SC 13E1 does not have a fixed periodic filing deadline. It is an event-driven filing that applies only when an issuer subject to a third-party tender offer intends to purchase its own equity securities during the offer period.

Filing Stage Timeline Details
Tender Offer Status Not applicable The filing obligation arises only if the issuer is the subject of a third-party tender offer
Form SC 13E1 Filing As needed Filed with the SEC before the issuer purchases its own equity securities during the tender offer
Amendments As needed Filed if material information in the statement changes
SEC Registration Termination Not applicable This filing does not terminate Exchange Act registration or reporting obligations

Key Things to Know About Form SC 13E1 Filing Rules

  • Applies During Third-Party Tender Offers: An issuer uses Form SC 13E1 only when it has become the subject of a third-party tender offer and intends to purchase its own equity securities during that offer.
  • Filed Before Purchase: The issuer must file the required statement with the SEC before making the proposed purchase.
  • Transaction Details Must Be Disclosed: The filing requires details about the securities to be purchased, the market for the purchase, the purpose of the purchase, and the source of funds.
  • Does Not Replace Other Tender Offer Filings: Form SC 13E1 is a separate disclosure obligation and may exist alongside other tender offer or solicitation filings related to the same transaction.
  • Limited Exception Applies: Rule 13e-1 does not apply to periodic repurchases under an employee benefit plan or similar plan when those purchases are made in the ordinary course and not in response to the tender offer.

SEC Form SC 13E1 is a filing used by issuers to disclose planned purchases of their own securities during a third-party tender offer. It aligns with activity tracked in Tender Offers, while analysts may monitor financial disclosures such as financial disclosure obligations, review governance developments like Shareholder Director Nominations, or track structural changes such as Changes of Servicers or Trustees.

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