Form SC14D9C Filings

What Is SEC Form SC14D9C?

SEC Form SC14D9C is a Schedule 14D-9 filing used for preliminary subject company communications made before a tender offer begins. It is generally filed when the subject company distributes communications relating to a contemplated tender offer before formal commencement.

This form is typically filed on an event-driven basis. It helps place pre-commencement communications on the SEC record before the tender offer starts, and before a full Schedule 14D-9 is filed, if and when the offer is commenced.

Form SC14D9C supports transparency by making early subject company communications publicly available in connection with a proposed tender offer. It does not itself commence the offer and is generally used only for preliminary communications.

Key elements typically found in SEC Form SC14D9C include:

• Name of the subject company
• Name of the person filing the statement
• Title and class of securities involved
• CUSIP number of the securities
• Contact information for the person authorized to receive notices and communications
• Preliminary written communications relating to the anticipated tender offer

SEC Form SC14D9C Filing Deadlines

SEC Form SC14D9C does not have a fixed periodic deadline. It is filed when preliminary communications are made before the commencement of a tender offer.

Key Things to Know About Form SC14D9C Filing Rules

• Pre-Commencement Use Only: Form SC14D9C is used for communications made before the tender offer is formally commenced.
• Event-Driven Filing: The form is filed as needed when relevant preliminary communications are distributed, not on a recurring schedule.
• Subject Company Filing: The filing is associated with the subject company’s solicitation or recommendation statement under Section 14(d)(4).
• Tender Offer Has Not Yet Begun: The form does not itself commence the tender offer and is generally followed by additional tender offer filings if the transaction proceeds.
• Public Disclosure Purpose: The filing places early written communications on the SEC record in connection with a proposed tender offer.

To monitor tender offer filings, covering bidder statements, amendments, target company pre‑commencement communications, and bidder/issuer preliminary communications, our real-time EDGAR data helps us to track related filing disclosures such as Track Form SC TO‑T, Form SC TO‑T/A, SC 14D9C, and Schedule TO‑C.