Form SC TO-C Filings

What Is SEC Schedule TO-C?

SEC Schedule TO-C is a tender offer filing used to submit preliminary written communications relating to a tender offer before the offer has formally commenced. It may relate to a third-party tender offer, an issuer tender offer, or certain going-private transactions, and these communications are generally filed on the date they are made.

This schedule is typically filed when a bidder, issuer, or other filing person releases written communications about a planned tender offer before distributing the formal offer materials to security holders. Because it applies to pre-commencement communications, the filing is event-driven and is generally made as needed when those written materials are first published, sent, or given.

Schedule TO-C helps maintain transparency by placing preliminary tender offer communications on the SEC record before the tender offer begins. It does not itself commence the offer, and if and when the tender offer proceeds, the filing person generally submits the formal tender offer materials on Schedule

Key elements typically found in SEC Schedule TO-C include:

• Name of the subject company and filing person
• Title and class of securities involved
• Whether the communication relates to a third-party tender offer, issuer tender offer, or going-private transaction
• Preliminary written communications made before commencement of the tender offer
• Legends advising security holders to read the formal tender offer materials when available
• Any related exhibits or attached communications filed with the schedule

SEC Schedule TO-C Filing Deadlines

SEC Schedule TO-C does not have a fixed periodic deadline, but it is subject to timing requirements tied to the related communication. These timing requirements are intended to ensure that preliminary tender offer communications are promptly placed on the SEC record when they are made.

Key Things to Know About Schedule TO-C Filing Rules

• Pre-Commencement Communications Only: Schedule TO-C is used for written communications made before the tender offer has formally commenced.
• Filed When the Communication Is Made: Written communications relating to a tender offer are generally filed on the date the communication is made.
• No Tender Offer Is Commenced by the Filing: Filing Schedule TO-C does not itself begin the tender offer process or permit holders to tender securities.
• Formal Offer Materials Follow Later: If the transaction moves forward, the filing person generally files the full tender offer statement and related materials on Schedule TO.
• No Fixed Recurring Deadline Applies: Schedule TO-C is event-driven and filed as needed based on the timing of the preliminary written communication.

To monitor disclosure filings, covering issuer going‑private statements, affiliate going‑private disclosures, target company tender offer recommendations, and bidder tender offer communications, our SEC filing analytics helps you to track Form SC 13E1, Form SC 13E3, Form SC 14D9, and Form TO‑C