What Is a Schedule TO-C?

A schedule TO-C is filed with the Securities Exchange Commission (SEC) when any written communications take place relating to a tender offer. Schedule TO-C is a subset of the Schedule TO filing—also referred to as a tender offer statement.

Key Takeaways

  • A schedule TO-C is filed with the Securities Exchange Commission (SEC) when any written communications take place relating to a tender offer.
  • A tender offer is a type of public takeover bid constituting an offer to purchase some or all of shareholders' shares in a corporation.
  • The price offered is usually at a premium to the market price and is often contingent upon a minimum or a maximum number of shares sold.
  • The shares of stock purchased in a tender offer become the property of the purchaser.
  • Schedule TO-C must be filed when written communications are produced and distributed relating to the tender offer.

Understanding Schedule TO-C

The "TO" in schedule TO stands for "tender offer." Many types of filings must be filed when a company is engaging in a tender offer.

What Is a Tender Offer (TO)?

A tender offer is a type of public takeover bid constituting an offer to purchase some or all of shareholders' shares in a corporation. Tender offers are typically made publicly and invite shareholders to sell their shares for a specified price and within a particular window of time. The price offered is usually at a premium to the market price and is often contingent upon a minimum or a maximum number of shares sold.

The shares of stock purchased in a tender offer become the property of the purchaser. From that point forward, the purchaser, like any other shareholder, has the right to hold or sell the shares at their discretion.

Purpose of Schedule To-C

When a tender offer is being made, several steps must be taken. The Sarbanes-Oxley Act of 2002 outlines many of the regulations that govern tender offers. In part, the Sarbanes-Oxley Act was passed to help protect investors from fraudulent financial reporting by corporations.

When an investor proposes buying shares from every shareholder of a publicly-traded company for a certain price at a certain time—otherwise known as a tender offer—the Securities and Exchange Commission (SEC) requires that a Schedule TO must be filed. Schedule TO is a regulatory filing required of a party that makes a tender offer that would result in more than 5% ownership of a class of the company's securities. If the company seeks to go private by way of a tender offer, it must include SEC Form 13E-3 as part of the Schedule TO filing. 

Other SEC Forms Required in a Tender Offer

There are also schedules TO-I, which contains issuer information; and TO-T (if applicable) which contains third party information. Schedule TO-C must be filed when written communications are produced and distributed relating to the tender offer. The tender offer may be either an issuer or a third-party tender offer. Schedule TO-C also requires the calculation of the filing fee.