DEFINITION of 'SEC Schedule 13E-3'

A schedule that must be filed with the Securities and Exchange Commission (SEC) by a publicly-traded company or an affiliate when that company becomes "private," meaning that the number of shareholders decreases to the point that the company is no longer required to file reports with the SEC and/or is de-listed from a securities exchange. Qualifying events may include a merger, tender offer, a sale of assets or a reverse stock split.

BREAKING DOWN 'SEC Schedule 13E-3'

Schedule 13E-3 must be filed by any company that becomes private and has securities registered under Section 12 of the Securities Exchange Act of 1934. An individual or group of people may purchase a company's stock in order to take it private because it feels that the market is undervaluing the shares. When a firm goes private, its stock is no longer available for sale through open markets.

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