The SEC Form S-4 is a filing with the Securities and Exchange Commission (SEC) by a publicly-traded company that is used to register any material information related to a merger or acquisition. In addition, the form is also filed by companies undergoing an exchange offer.
Breaking Down SEC Form S-4
SEC Form S-4 is also known as the Registration Statement under the Securities Exchange Act of 1933. (The Securities Exchange Act of 1933, often referred to as the "truth in securities" law, requires that these registration forms, providing essential facts, are filed to disclose important information upon registration of a company's securities.)
For an M&A transaction the SEC requires that Form S-4 contain information regarding, inter alia, the terms of the transaction, risk factors, ratio of earnings to fixed charges and other ratios, Pro-forma financial information, material contracts with the company being acquired, additional information required for reoffering by persons and parties deemed to be underwriters, and interests of named experts and counsel.
Example of SEC Form S-4 Filing
On Dec. 22, 2015, Marriott International filed a Form S-4 describing its proposed combination with Starwood Hotel & Resorts Worldwide. The 192-page document, excluding appendices, contains complete details of the proposed transaction, which eventually closed on Sept. 23, 2016. For investors, besides the Pro-forma figures and valuation numbers of the transaction, perhaps the most interesting sections of the filing are the reasons of each company for the combination and the timeline of the deal, which lays out exactly how and when the deal came together.