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This document contains comments from the SEC regarding the filings made by OSG America LP, specifically addressing the compliance and disclosure requirements related to the going private transaction
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How to fill out schedule 13e-3 and schedule
How to fill out Schedule 13E-3 and Schedule 14D-9 SEC Comments
01
Gather required financial information about the company and transaction.
02
Access the SEC's website or use an EDGAR filing software.
03
Complete Schedule 13E-3 by providing details on the issuer, transaction, and financial terms.
04
Ensure all relevant exhibits and attachments are included.
05
Review the completed form for accuracy and compliance with SEC regulations.
06
Submit Schedule 13E-3 electronically through EDGAR.
07
Fill out Schedule 14D-9 following similar steps, focusing on the tender offer details.
08
Review and file Schedule 14D-9 similarly to ensure it meets SEC standards.
Who needs Schedule 13E-3 and Schedule 14D-9 SEC Comments?
01
Public companies involved in going-private transactions or tender offers.
02
Companies making substantial acquisitions or mergers.
03
Entities needing to disclose information related to securities transactions.
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People Also Ask about
In which circumstances is a Schedule 13e-3 filing required?
Rule 13e-3 applies to an acquisition of a public company by a controlling stockholder or other affiliate of the company, or an acquisition of a public company by a financial buyer that raises potential conflicts of interests. Extensive disclosures are required under Rule 13e-3.
What is a Schedule 13e-3 transaction statement?
SEC Schedule 13E-3 is a form that a publicly-traded company or an affiliate must file with the SEC when it "goes private." After filing Schedule 13E-3, the company's shares no longer trade on the open public marketplace, and the company is de-listed from the stock exchange.
What is the item 9 of Schedule 13e-3?
Item 9 of Schedule 13e-3, requires disclosure of reports, opinions, appraisals and negotiations related to the transaction as described in Item 1015 of Regulation M-A.
What are the disclosure requirements for Schedule 13e-3?
Rule 13e-3 requires that each issuer and affiliate engaged, directly or indirectly, in a going private transaction file a Schedule 13E-3 and furnish the required disclosures (e.g., the statement of “reasonable belief” as to the fairness or unfairness of the proposed transaction) directly to the holders of the class of
What is the schedule 13E-3 rule?
SEC Required Disclosures Companies with more than $10 million in assets whose securities are held by more than 500 owners must file annual and other periodic reports with the SEC. The Commission makes this information available to all investors through EDGAR , its online filing system.
What are the disclosure requirements for 13E-3?
SEC Schedule 13E-3 is a form that a publicly-traded company or an affiliate must file with the SEC when it "goes private." After filing Schedule 13E-3, the company's shares no longer trade on the open public marketplace, and the company is de-listed from the stock exchange.
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What is Schedule 13E-3 and Schedule 14D-9 SEC Comments?
Schedule 13E-3 is a form used by companies to report certain going-private transactions, while Schedule 14D-9 is used by companies to communicate their views on a tender offer for their securities.
Who is required to file Schedule 13E-3 and Schedule 14D-9 SEC Comments?
Filing Schedule 13E-3 is typically required for companies executing a going-private transaction. Schedule 14D-9 must be filed by the target company in response to a tender offer.
How to fill out Schedule 13E-3 and Schedule 14D-9 SEC Comments?
Both schedules must be completed with information about the transaction, including details about the offer, financial information, and the reasons for the transaction. Legal and financial advisers often assist in this process.
What is the purpose of Schedule 13E-3 and Schedule 14D-9 SEC Comments?
The purpose of Schedule 13E-3 is to provide information to shareholders about a proposed going-private transaction, while Schedule 14D-9 informs shareholders about the company's stance on a tender offer and its implications.
What information must be reported on Schedule 13E-3 and Schedule 14D-9 SEC Comments?
Both forms require information including the terms of the transaction, reasons for the transaction, opinions of financial advisers, and any potential conflicts of interest.
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