What Is SEC Form CB?

SEC Form CB is a form that has to be filed with the Securities and Exchange Commission (SEC) when a company is engaged in specified tender offers, rights offerings, or business combinations with a foreign private issuer with less than 10% of its securities held by U.S. persons.

A tender offer is a type of public takeover bid constituting an offer to purchase some or all of shareholders' shares in a corporation, while a rights offering refers to a group of rights offered to existing shareholders to purchase additional stock shares, such as subscription warrants, in proportion to their existing holdings.

Key Takeaways

  • SEC Form CB is is used to register a tender or rights offer, pursuant to the Securities and Exchange Acts.
  • According to current Securities and Exchange Commission laws, any corporation or individual that acquires more than 5% of a company needs to disclose this information to the SEC.
  • SEC Form CB must be filed by both foreign and domestic persons engaged in the transaction.

How SEC Form CB Works

SEC Form CB is also known as the tender offer or rights offering notification form and is used to report cross-border transactions. It must be filed by both foreign and domestic persons engaged in the transaction, under Rules 13e-4(h)(8), 14d-1(c) and 14e-2(d) under the Securities Exchange Act of 1934 (“Exchange Act”), and Rules 801 and 802 under the Securities Act of 1933 (“Securities Act”). For the purposes of this form, a tender offer includes both cash and securities tenders

According to current Securities and Exchange Commission laws, any corporation or individual that acquires more than 5% of a company needs to disclose this information to the SEC, the target company, and the exchange. As a result, SEC Form CB needs to be filed for these international tender offers so that the agency is able to monitor any external transactions.

Filing Form CB

On the SEC Form CB itself, the individuals must mark which of the appropriate rule provision(s) were relied upon to fill out the form:

  • Securities Act Rule 801 (Rights Offering)
  • Securities Act Rule 802 (Exchange Offer)
  • Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)
  • Exchange Act Rule 14d-1(c) (Third Party Tender Offer)
  • Exchange Act Rule 14e-2(d) (Subject Company Response)

The form may be filed electronically or in paper form. When filing or submitting the Form CB in electronic format, either voluntarily or as a mandated filer, a party must also file or submit on the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system all home jurisdiction documents required by Parts I and II of this Form.

Filers must attach to the form the entirety of disclosure documents, including any amendments thereto, in English, that have been delivered to holders of securities or published in the subject company’s home jurisdiction that are required to be disseminated to U.S. security holders or published in the United States. Filers don't need to include any documents incorporated by reference into those disclosure document(s) and not published or distributed to holders of securities.