Form SC 13E3 Files Dataset

The Form SC 13E3 Files Dataset is a complete corpus of Schedule 13E-3 transaction statements — the disclosure document required by Rule 13e-3 under the Securities Exchange Act of 1934 whenever an issuer or its affiliates engages in a going-private transaction. Each record corresponds to one EDGAR submission, identified by an 18-digit accession number, and contains either an initial transaction statement on Form SC 13E3 or an amendment on Form SC 13E3/A. Filers are the issuer whose equity class is being taken private together with any affiliate engaged in the transaction — controlling shareholders, sponsor funds, acquisition vehicles, rollover management, and related parties — and a single accession typically appears under multiple CIKs. The dataset starts on January 1, 1994 (the beginning of mandatory EDGAR filing for Schedule 13E-3) and runs to the present, packaged as monthly ZIP containers of accession-numbered folders that pair a structured metadata.json index with the main Schedule 13E-3 document and every exhibit delivered with the submission, excluding image binaries.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset captures every Schedule 13E-3 and Schedule 13E-3/A filing submitted to EDGAR since January 1994. Schedule 13E-3 is the Rule 13e-3 Transaction Statement filed in connection with a going-private transaction — a transaction or series of transactions by the issuer or an affiliate that has either a reasonable likelihood or the purpose of producing one of the effects enumerated in Rule 13e-3(a)(3)(ii): causing the affected class of equity to be delisted from a national securities exchange, causing it to be no longer authorized for inter-dealer quotation, or causing the issuer to be eligible to terminate its Section 12(g) or Section 15(d) reporting obligations. Typical fact patterns include sponsor-led management buyouts, controlling-shareholder squeeze-outs, short-form and long-form mergers with affiliates, reverse stock splits engineered to cash out small holders, and tender offers by affiliates.

The disclosure framework is governed by Regulation M-A (17 CFR 229.1000 through 229.1016). Schedule 13E-3 contains sixteen Items that incorporate the corresponding Regulation M-A items by reference, with the substantive heart of the filing being the express statement required by Item 8 (Item 1014 of Regulation M-A) as to whether each filing person reasonably believes the transaction is fair to unaffiliated security holders. Records cover both initial filings (SC 13E3) and amendments (SC 13E3/A); because going-private deals routinely cycle through three to ten or more amendments — fairness-opinion bring-down letters, financing modifications, supplemental disclosures, and final-mailing materials — amendment records typically dominate the per-deal volume.

Records are distributed as monthly ZIP containers in the path pattern {datasetId}/{YYYY}/{YYYY-MM}.zip. Inside each container, per-filing subdirectories named by the dashes-stripped accession number contain a JSON metadata index, the main Schedule 13E-3 document, and every exhibit document received with the submission. The file types found in the dataset are TXT, JSON, HTML, and PDF.

Content Structure of a Single Record

What one record represents

A single record in the Form SC 13E3 Files Dataset is one complete EDGAR submission of a Schedule 13E-3 transaction statement, identified by its 18-digit accession number. Each record corresponds either to an initial filing on Form SC 13E3 or to an amendment on Form SC 13E3/A; every amendment (Amendment No. 1, No. 2, No. 3, and so on) carries its own accession number and is therefore its own record. The record is the granular unit at which a going-private transaction is disclosed at a single point in the deal timeline: one filer (or filing group) on one EDGAR acceptance date, paired with the main Schedule 13E-3 statement and whatever exhibits the filer attached on that date.

The packaging unit on disk is an accession-numbered subdirectory containing the JSON metadata index, the main Schedule 13E-3 document, and every exhibit document received with the submission, with the exception of image binaries (GIF, JPG), which are pruned.

Container packaging

Records are distributed inside monthly ZIP containers organized as {datasetId}/{YYYY}/{YYYY-MM}.zip. Each ZIP contains a single top-level folder named {YYYY-MM}/ whose immediate children are per-filing subdirectories. Subdirectory names are the EDGAR accession number with dashes stripped (accession 0001104659-25-078997 becomes folder 000110465925078997). The structure is shallow and uniform: year shard, month archive, accession folder, flat list of files. Archives are typically small because Schedule 13E-3 submissions are HTML- and text-heavy and graphics are excluded.

Per-record directory layout

Within each accession folder the file inventory is flat — there are no nested subfolders. Three classes of artifact appear:

1. metadata.json — always present, exactly one per filing; the canonical machine-readable index for the submission.
2. The main Schedule 13E-3 document — always present, sequence 1 in the metadata's document list. Filenames follow the filing agent's convention and are not normalized (tm2519685-3_sc13e3a.htm, d947061dsc13e3a.htm, ea0251857-sc13e3a3_hall.htm).
3. Zero or more exhibit documents — additional siblings such as ex-a1.htm, ..._ex99-a31.htm, ..._ex-107.htm, named per the filer's local convention but typed inside the SGML wrapper using Regulation M-A exhibit lettering.

The file-types found in the dataset are TXT, JSON, HTML, and PDF. Modern filings consist almost exclusively of HTML documents plus the JSON manifest; TXT dominates the pre-2002 historical era; PDF appears occasionally as a wrapper for scanned fairness opinions, board books, or materials originating outside the filer's word-processing pipeline. Image files referenced by exhibits remain listed in metadata but are intentionally not extracted onto disk.

metadata.json field reference

metadata.json provides the structured index for the filing. Its top-level fields are:

• formType — SC 13E3 for initial transaction statements or SC 13E3/A for amendments.
• accessionNo — EDGAR accession number in dashed form (e.g., 0001104659-25-078997). The accession folder name on disk is this value with dashes removed.
• filedAt — ISO-8601 timestamp of EDGAR acceptance, including the EDT/EST offset.
• description — EDGAR's short narrative ("Form SC 13E3 - Going private transaction by certain issuers", with [Amend] appended for /A filings).
• linkToFilingDetails — URL to the primary document on www.sec.gov/Archives/....
• linkToTxt — URL to the complete-submission .txt rollup on EDGAR; the rollup itself is not stored locally.
• linkToHtml — URL to the EDGAR human-readable filing index page (*-index.htm).
• linkToXbrl — URL to an XBRL instance document; typically empty for SC 13E3 because the form body is not XBRL-tagged.
• documentFormatFiles[] — ordered manifest of every document in the submission. Each entry carries sequence, size (bytes, as string), documentUrl, description, and type (e.g., SC 13E3/A, EX-99.(A)(1), EX-FILING FEES, GRAPHIC). The terminal entry is the complete-submission text rollup (sequence: " ", description: "Complete submission text file").
• dataFiles[] — ancillary structured documents. Usually empty; populated when an EX-FILING FEES exhibit ships an _htm.xml Inline-XBRL extract (entries typed XML).
• entities[] — one object per role-bearing party on the cover page. Each entity carries cik, irsNo, companyName (suffixed (Filed by) or (Subject)), type (echoes formType), sic (code plus label), fiscalYearEnd (MMDD), stateOfIncorporation, act (e.g., "34"), fileNo, filmNo, and tickers[]. The issuer is conventionally listed twice — once as Filed-by and once as Subject — even on filings made solely by the issuer; in sponsor- or affiliate-led deals each acquirer-group member appears as an additional (Filed by) entity.
• groupMembers[] — present only when the filing is made by a multi-person filing group. Lists every affiliated filer in the Schedule 13E-3 group (issuer, controlling holders, acquisition vehicles, sponsor funds, rollover trusts). Absent on single-filer statements.
• periodOfReport — the period-of-report date associated with the submission, where EDGAR records one.
• seriesAndClassesContractsInformation[] — mutual-fund series/class metadata; effectively always empty for SC 13E3.
• id — stable 32-character hex identifier for the filing.

The amendment ordinal (Amendment No. 1, No. 2, No. 3, …) is not exposed as a separate structured field; it appears in the description of the main documentFormatFiles entry and in the body of the statement itself.

Anatomy of the main Schedule 13E-3 document

The main statement is delivered inside EDGAR's SGML document wrapper, with leading header pseudo-tags followed by the HTML (or, in older records, ASCII) payload:

          1
          <DOCUMENT>
        

          2
          <TYPE>SC 13E3/A
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>tm2519685-3_sc13e3a.htm
        

          5
          <DESCRIPTION>SC 13E3/A
        

          6
          <TEXT>
        

          7
          <html> ... full body of the Schedule 13E-3 statement ... </html>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

Cover page

The body opens with the Rule 13e-3 cover page. Visual formatting varies by filing agent (Broadridge PROfile, Toppan Merrill, Donnelley, RDG/Filings, EdgarAgents) but the textual content is regulatorily prescribed:

1. SEC heading — "SECURITIES AND EXCHANGE COMMISSION / Washington, D.C. 20549".
2. Form title — SCHEDULE 13E-3 and, for amendments, the parenthetical (Amendment No. N).
3. Full rule citation — "RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934".
4. Name of the issuer (subject company).
5. Names of Persons Filing Statement — the full filing-group roster, mirroring groupMembers[] and entities[] in metadata.
6. Title of class of securities (common stock, ADSs, units, warrants, etc.).
7. CUSIP number of the subject class.
8. Authorized contact block — name, address, and telephone number of the person authorized to receive notices and communications on behalf of the filing persons.
9. Counsel copies block — "Copies to:" naming outside counsel for each filing party.
10. Transaction-type check boxes — indicating which transactions the statement relates to: proxy/solicitation under Regulation 14A or 14C, information statement, registration statement on Form S-4 or F-4, tender offer, and going-private transaction; a separate box flags an amendment.
11. Filing-fee block — for submissions on or after the 2022 fee-tagging mandate, a cross-reference to the EX-FILING FEES exhibit; for older filings, a legacy fee-calculation table inline on the cover.

Items 1 through 16 (Regulation M-A items 1001–1016)

The substantive body is organized by the sixteen Schedule 13E-3 Items, which correspond one-to-one to Items 1001 through 1016 of Regulation M-A. Most responses are short cross-references to captions in an accompanying proxy/information statement or tender-offer document filed as an Item 16 exhibit; sustained narrative is reserved for the going-private-specific items (Items 7, 8, and 10) and for the financials in Item 13.

• Item 1 — Summary Term Sheet (Reg M-A 1001). Bullet-style overview of transaction structure, consideration, principal parties, conditions to closing, and timing; typically cross-references the proxy statement summary.
• Item 2 — Subject Company Information (1002). Name, address, telephone, securities outstanding for the class to be cashed out, trading market and price-range history, prior public offerings, prior stock-repurchase data, and dividend history.
• Item 3 — Identity and Background of Filing Persons (1003). Business address and phone, principal business or occupation, citizenship or state of organization, and five-year employment and legal-proceedings history (criminal and securities-law civil actions) for each filing person, and for entity filers, each executive officer, director, and control person.
• Item 4 — Terms of the Transaction (1004). Material terms — consideration per share and per derivative security, treatment of options/RSUs/warrants, conditions to closing, scheduled or anticipated closing date, appraisal/dissenters' rights, accounting treatment, federal income-tax consequences for unaffiliated holders, and any differing terms for affiliated versus unaffiliated holders.
• Item 5 — Past Contacts, Transactions, Negotiations and Agreements (1005). History of contacts and transactions among the filing persons and between the filing persons and the issuer, and a description of any agreements relating to the subject securities.
• Item 6 — Purposes of the Transaction and Plans or Proposals (1006). Use of any securities acquired and any plans or proposals concerning extraordinary corporate transactions, sales of material assets, changes in capitalization or dividend policy, board composition, charter or bylaws, delisting, deregistration, or termination of reporting.
• Item 7 — Purposes, Alternatives, Reasons and Effects (1013). The going-private-specific disclosure: purposes of the transaction, alternatives considered and the reasons they were rejected, reasons for the chosen structure and timing, and the effects on the issuer and on affiliated and unaffiliated holders — including tax consequences and quantified changes in each filing person's interest in the net book value and net earnings of the issuer.
• Item 8 — Fairness of the Transaction (1014). The core substantive disclosure: each filing person's express reasonable-belief statement as to whether the transaction is fair to unaffiliated security holders, the material factors underlying that belief (going-concern value, liquidation value, net book value, current and historical market prices, prior purchase prices, firm offers from unaffiliated parties during the prior two years, fairness opinions received), and procedural safeguards (independent committee of the board, retention of an unaffiliated representative, majority-of-the-minority approval condition, unaffiliated-representative negotiation, board approval by a majority of non-employee directors).
• Item 9 — Reports, Opinions, Appraisals and Negotiations (1015). Identification and summary of every report, opinion, or appraisal materially related to the transaction — pre-eminently the financial-advisor fairness opinion — including the advisor's identity, qualifications, method of selection, instructions and limitations, compensation arrangements and contingencies, and a summary of analyses and conclusions. Full opinions and underlying board books are filed as Item 16 exhibits.
• Item 10 — Source and Amount of Funds or Other Consideration (1007). Total funds or other consideration required, sources (cash on hand, rollover equity, debt commitments, equity commitment letters, sponsor capital calls), material loan terms, conditions to financing, alternative financing arrangements, and the expenses of the transaction.
• Item 11 — Interest in Securities of the Subject Company (1008). Aggregate and per-person beneficial ownership of each filing person and, where applicable, of the filing persons' executive officers, directors, and affiliates, plus a tabulation of transactions in the subject securities by these persons during the prior 60 days.
• Item 12 — The Solicitation or Recommendation (1012). Each filing person's intent to tender or vote, and recommendations of the board, any special committee, and any other persons making recommendations.
• Item 13 — Financial Statements / Financial Information (1010). Summary financial information for the issuer's last two fiscal years and any required interim period, pro-forma effects of the transaction on the issuer's balance sheet and earnings, and incorporation by reference of audited financial statements from the issuer's most recent Forms 10-K and 10-Q (or 20-F and 6-K for foreign private issuers).
• Item 14 — Persons/Assets, Retained, Employed, Compensated or Used (1009). Identification of persons employed, retained, or compensated to make solicitations or recommendations — financial advisors, solicitation agents, information agents, depositaries, proxy solicitors — and a description of the material terms of their engagements.
• Item 15 — Additional Information (Item 1011). Information required by Rule 13e-3(d) (including the fairness statement and any reports or opinions referenced in Item 9) and any other material information necessary to make the required statements, in light of the circumstances under which they are made, not misleading.
• Item 16 — Exhibits (1016). Indexed list of every exhibit filed with the statement, keyed to the Regulation M-A exhibit lettering (A) through (G) and to Exhibit 107 (filing fees).

The statement closes with signatures of each filing person (and, for entity filers, of an authorized officer of each entity), dated as of the filing or amendment date. Signature blocks immediately follow Item 16 in the main document.

Exhibit files and Regulation M-A naming

Exhibits are individual sibling documents inside the accession folder, each wrapped in its own SGML envelope:

          1
          <DOCUMENT>
        

          2
          <TYPE>EX-99.(A)(3)(4)
        

          3
          <SEQUENCE>3
        

          4
          <FILENAME>tm2519685d4_ex99-a34.htm
        

          5
          <DESCRIPTION>EXHIBIT (A)(3)(4)
        

          6
          <TEXT>
        

          7
          <html> ... exhibit content ... </html>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

The Regulation M-A exhibit lettering used by Item 16 (Item 1016 of Regulation M-A) is:

• EX-99.(A)* — Disclosure materials furnished to security holders: proxy statements, information statements, Schedule TO documents, scheme documents, prospectuses, letters of transmittal, voting instruction cards, press releases, investor presentations, employee and customer communications, ADR/ADS notices. Subnumbered by purpose, for example (A)(1) for material disclosure documents, (A)(2) for filings incorporated by reference, (A)(3) for written communications, (A)(4) for solicitation/recommendation statements, with further sub-suffixes such as (A)(3)(1), (A)(3)(4).
• EX-99.(B)* — Loan agreements and other financing documents: debt commitment letters, credit and guarantee agreements, fee letters, equity commitment letters from sponsor funds, limited guarantees, rollover and contribution agreements.
• EX-99.(C)* — Reports, opinions, and appraisals: written fairness opinions from financial advisors (Goldman Sachs, Morgan Stanley, Houlihan Lokey, Duff & Phelps/Kroll, Lazard, Centerview, Evercore, and others) and the underlying board presentations, discussion materials, and projections relied upon.
• EX-99.(D)* — Agreements between filing persons and the issuer or among filing persons: the merger agreement (or scheme implementation deed), voting and support agreements, interim investors agreements, equity commitment and rollover agreements, equity holdback agreements, and post-closing stockholder agreements.
• EX-99.(E)* — Statutory text and notices of appraisal or dissenters' rights.
• EX-99.(F)* — Financial statements or other financial information furnished pursuant to Item 13.
• EX-99.(G)* — Other materials not falling within (A) through (F).
• EX-FILING FEES — Exhibit 107, the Inline-XBRL filing-fee table. Produced by SEC fee-tagging tooling, it contains ix:nonFraction, ix:nonNumeric, ix:continuation, and xbrli:context constructs and is sometimes accompanied by an _htm.xml Inline-XBRL extract listed under dataFiles.

A single record may include any subset of these exhibit types — from a bare amendment with only the main statement (and no new exhibits) to a heavily-attached initial filing containing the full preliminary proxy, multiple fairness opinions and board books, the merger agreement, the debt and equity commitment package, voting and support agreements, dissenters'-rights notices, and the fee exhibit.

What is included in the dataset

For each accession number the dataset includes the metadata.json index, the main Schedule 13E-3 (or SC 13E3/A) document, every exhibit document delivered with the submission in HTML, TXT, or PDF form, and any Inline XBRL fee-table extract. The metadata preserves the EDGAR submission manifest in full, including references to documents that were not extracted to disk.

What is excluded

Image binaries (GIF, JPG, and similar GRAPHIC-typed entries) are intentionally pruned from each accession folder. They remain referenced in metadata.json under documentFormatFiles with type: "GRAPHIC" and may still be referenced by <img src="..."> tags inside exhibit HTML, but the files themselves are not present. The complete-submission .txt rollup is similarly referenced via linkToTxt (and as the trailing entry of documentFormatFiles) but is not stored locally because its content is redundant with the individual document files. Related filings the same parties may make in connection with the same transaction — definitive merger proxies on DEFM14A and PREM14A, going-private information statements on SC 14F1, tender offer documents on SC TO-I/SC TO-T/SC 14D9, beneficial ownership reports on SC 13D, and registration statements on S-4 or F-4 — are separate EDGAR submissions and are not part of this dataset.

SC 13E3/A amendments

Amendments are first-class records, not deltas. Each /A filing is its own accession number, its own folder, and its own metadata.json, and contains a full re-filed Schedule 13E-3 reflecting the state of the disclosure at the amendment date — including a fresh cover page, updated Item responses, and any newly attached or replaced exhibits. The amendment ordinal appears in the cover-page parenthetical ((Amendment No. 3)), in the EDGAR description ([Amend]), and inside the main document's description, but is not surfaced as a separate structured field. Because going-private deals routinely cycle through three to ten or more amendments — adding fairness-opinion bring-down letters, financing modifications, definitive proxy attachments, supplemental disclosures responding to SEC comment letters or stockholder litigation, and final-mailing materials — amendment records typically dominate the per-deal volume in the dataset. A complete transaction is reconstructed by collecting every SC 13E3 and SC 13E3/A accession referencing the same subject company across consecutive monthly containers.

Structural and format evolution since 1994

• Pre-2000 Schedule 13E-3. Before the SEC's October 1999 mergers-and-acquisitions release (effective January 2000), Schedule 13E-3 carried a different item-numbering scheme inherited from the original Rule 13e-3 instructions. Cover pages and item captions in records filed before that effective date do not align one-to-one with the modern Items 1–16; item-aware extraction must apply the pre-2000 schema to those records.
• Regulation M-A (2000). The current sixteen-item structure, the standardized exhibit lettering (A) through (G), and the cross-reference style of disclosure (allowing item responses to be satisfied by reference to captions in the proxy or tender-offer document) all date from this rulemaking. Schedule 14A and Schedule TO were harmonized with Schedule 13E-3 at the same time, which is why exhibits and item responses now mirror across the three forms.
• Paper-to-electronic and ASCII era. EDGAR filing of Schedule 13E-3 became mandatory in the mid-1990s. The earliest records in the dataset are plain ASCII/SGML submissions stored as .txt documents with no HTML markup; cover pages and item bodies are rendered with whitespace formatting and dashed-line tables.
• HTML era (late 1990s onward). Filers progressively migrated to HTML for the main statement and exhibits. By the mid-2000s essentially all new submissions are HTML; PDF appears mainly as a wrapper for scanned fairness opinions, board presentations, or other materials originating outside the filer's word-processing pipeline.
• Filing-fee modernization (2022). Effective for filings on or after January 31, 2022, filing-fee disclosures moved from inline cover-page tables to a separate Exhibit 107 filed in Inline-XBRL. Records from this point forward contain an EX-FILING FEES document with iXBRL tagging; earlier records carry the fee table inline on the cover page.
• Inline XBRL scope. Beyond Exhibit 107, Schedule 13E-3 is not XBRL-tagged. linkToXbrl is empty for these filings and the body of the statement carries no inline tagging. The Exhibit 107 iXBRL is the sole structured-data attachment.

Interpretation notes

• Incorporation by reference is pervasive. Most Item responses are short cross-references to captions in the accompanying proxy/information/tender-offer document. Substantive narrative on transaction background, terms, fairness, financing, and litigation usually lives in the referenced document — sometimes filed as an Item 16(A) exhibit in the same accession, sometimes filed separately on Schedule 14A, Schedule TO, or Form S-4. Reconstructing the full disclosure record for a going-private transaction requires following these references across forms.
• Cover-page formatting varies by filing agent. Broadridge PROfile, Toppan Merrill, Donnelley, RDG/Filings, and EdgarAgents each emit distinct HTML structure for the same regulatory content. Reliable extraction should anchor on textual headings (item captions, "Names of Persons Filing Statement", "CUSIP Number") rather than DOM selectors.
• Filing groups are encoded in two places. The cover-page "Names of Persons Filing Statement" lists every affiliate; the JSON encodes the same roster both as entities[] (structured, with per-entity CIK, SIC, fiscal year-end, file number, and tickers) and as groupMembers[] (a flattened string emitted by EDGAR without explicit separators between member names). For multi-filer deals, entities[] is the reliable structured source.
• The issuer typically appears twice in entities[] — once with (Filed by) and once with (Subject) — even when only the issuer signs the statement; sponsor- or affiliate-led deals add a (Filed by) entity for each acquirer-group participant.
• Image references can dangle. Because GRAPHIC files are pruned, exhibit HTML may carry <img> tags whose src resolves to a file not on disk. The metadata still names the missing graphic under documentFormatFiles.
• Amendment ordinals are not a structured field. Detecting "Amendment No. N" requires parsing the main document's description text or the HTML body; it is not exposed as JSON.
• Exhibit 107 iXBRL is the only structured payload. When extracting structured fee information, parse the EX-FILING FEES document (or, where present, the _htm.xml extract referenced under dataFiles) rather than expecting tagged data elsewhere.
• Item-to-exhibit linkage. Item 8 fairness disclosure is consistently anchored to one or more Exhibit (C) opinions and board books; Item 10 financing disclosure is anchored to Exhibit (B) commitment papers; Item 4/Item 5 terms disclosure is anchored to the Exhibit (D) merger or implementation agreement; Item 1/Item 2/Item 12 disclosure is anchored to the Exhibit (A) proxy or information statement. Mapping items to the corresponding exhibit class is the most reliable way to locate the underlying primary documents.
• Periodicity. Records are emitted at the cadence of going-private deals and their amendments; volumes per monthly container vary substantially with M&A activity, and a single deal can produce a long chain of records across many months.

Who Files or Publishes This Dataset, and When

Who files

Each record in the form-sc-13e3-files dataset is a single Schedule 13E-3 submission on EDGAR — either an initial transaction statement (SC 13E3) or an amendment (SC 13E3/A). The filers are participants in the transaction, not observers: the issuer whose equity class is the subject of the going-private transaction and any affiliate of that issuer that is engaged in the transaction.

Filing persons named on a single Schedule 13E-3 typically include some combination of:

• the subject company (the issuer);
• the controlling shareholder, parent, or sponsor group taking the company private;
• the acquisition vehicle or merger sub;
• private equity funds and their general partners;
• management participants rolling or retaining equity in the surviving private entity; and
• individual directors, officers, or principal shareholders treated as affiliates because of a continuing equity stake.

All affiliates engaged in the transaction must be named as filing persons and must sign the Schedule. Schedule 13E-3 is therefore a multi-filer document in most going-private deals; a single accession number can appear under several CIKs.

The "affiliate" concept and filing population

Rule 13e-3 under the Securities Exchange Act of 1934 defines the filing population. A filing is required of:

1. the issuer of an equity security registered under Section 12 of the Exchange Act, or an issuer required to file reports under Section 15(d), when the issuer engages in a Rule 13e-3 transaction with respect to that class; and
2. any affiliate of such an issuer that engages in a Rule 13e-3 transaction with respect to that class.

An "affiliate" is a person that directly or indirectly controls, is controlled by, or is under common control with the issuer. Whether a person is "engaged" in the transaction is a facts-and-circumstances determination interpreted broadly: controlling shareholders, sponsors structuring or financing the buyout, merger subs, and management rollover participants are routinely treated as engaged affiliates and named as filing persons.

Unaffiliated security holders — the persons Rule 13e-3 is designed to protect — are the audience of the disclosure, not filers.

What counts as a Rule 13e-3 transaction

A filing is triggered only when the transaction meets the definition of a "Rule 13e-3 transaction." The rule reaches any transaction, or series of transactions, by the issuer or an affiliate consisting of:

• a purchase of any equity security of the issuer by the issuer or its affiliate;
• a tender offer for any equity security of the issuer by the issuer or its affiliate; or
• a proxy or consent solicitation under Regulation 14A, or an information statement distribution under Regulation 14C, in connection with a merger, consolidation, reclassification, recapitalization, reorganization, or similar transaction;

and that has either a reasonable likelihood or a purpose of producing one of the following effects on a class of the issuer's equity securities subject to Section 12(g) or Section 15(d):

• causing the class to be held of record by fewer than 300 persons (or fewer than 1,200 for a bank, bank holding company, or savings and loan holding company), enabling termination of Section 12(g) registration or suspension of Section 15(d) reporting; or
• causing the class to be delisted from a national securities exchange or to cease being authorized for quotation in an inter-dealer quotation system of a registered national securities association.

Transactions that fit a structural prong but do not produce or seek a going-private effect do not trigger Schedule 13E-3. Conversely, a series of related steps that together produce a going-private effect may be aggregated and treated as a single Rule 13e-3 transaction.

Regulatory framework

The disclosure obligation rests on Section 13(e) of the Securities Exchange Act of 1934, added by the Williams Act of 1968, which authorizes the Commission to regulate purchases of equity by an issuer and to prescribe disclosure for those transactions. Rule 13e-3 was adopted in 1979 (Release No. 34-16075) to address the informational and fairness concerns specific to going-private transactions.

The form prescribed by the rule is Schedule 13E-3 (Rule 13e-3 Transaction Statement). Disclosure content was harmonized with related schedules under Regulation M-A (Rules 1000–1016), adopted in 1999. Schedule 13E-3 incorporates M-A items covering:

• identity and background of each filing person;
• terms, purpose, and alternatives considered;
• source and amount of funds or other consideration;
• past contacts, negotiations, and agreements;
• reports, opinions, appraisals, and fairness opinions;
• a statement by each filing person as to whether the transaction is substantively and procedurally fair to unaffiliated security holders, with the material factors and analyses supporting that view; and
• financial information about the subject company and required exhibits.

The per-filer fairness statement is the feature that distinguishes Schedule 13E-3 from neighboring tender offer and proxy disclosures.

Filing trigger and timing

Schedule 13E-3 is filed when the Rule 13e-3 transaction is first publicly disclosed by, or on behalf of, the filing persons. In practice:

• Tender-offer structures. The Schedule 13E-3 is filed on the day the tender offer commences. Filers typically use a combined Schedule TO / Schedule 13E-3 submission.
• One-step merger or similar vote. The Schedule 13E-3 is filed together with the preliminary proxy statement on Schedule 14A (or preliminary information statement on Schedule 14C).
• Open-market or privately negotiated issuer/affiliate purchase program with a going-private purpose. The Schedule is filed when the program is first publicly announced or commenced.

Dissemination to security holders follows the regime that carries the transaction: tender offer materials under Regulation 14D or Rule 13e-4, or the proxy or information statement under Regulation 14A/14C. In transactions not effected through a tender offer or shareholder vote, Rule 13e-3(e) requires that the disclosure document be disseminated at least 20 days before the Rule 13e-3 transaction is completed.

Amendments on SC 13E3/A must be filed promptly to disclose any material change in previously reported information. Common amendment triggers include:

• changes in price or other consideration;
• changes in transaction terms or structure;
• new or revised fairness opinions or financial advisor reports;
• changes in the identity of filing persons (for example, addition of rollover stockholders);
• the filing of the definitive proxy or information statement following staff review;
• final results of a tender offer or stockholder vote; and
• consummation, withdrawal, or termination of the transaction.

A final amendment reporting the results is required promptly after the transaction concludes.

Filing channel

All Schedule 13E-3 and 13E-3/A filings in this dataset were submitted electronically through EDGAR; the dataset begins January 1994, reflecting the phased EDGAR mandate. Pre-EDGAR paper filings under Rule 13e-3 are outside the dataset. On EDGAR, joint filings appear under multiple filer CIKs against a single accession number.

Relationship to neighboring forms

Schedule 13E-3 sits alongside, not in place of, the schedules that govern the underlying transaction mechanics.

• Schedule TO (Rule 14d-100). Required for any third-party or issuer tender offer. A tender offer with a going-private purpose or effect requires both Schedule TO and Schedule 13E-3, usually as a combined filing.
• Schedule 13E-4 (legacy). The pre-2000 issuer tender offer schedule, superseded by Schedule TO when Regulation M-A was adopted. Going-private issuer tender offers now combine Schedule TO (with Rule 13e-4 content) and Schedule 13E-3.
• Schedule 14A / 14C. A merger or similar vote in a going-private transaction is solicited via Schedule 14A or 14C; Schedule 13E-3 is filed concurrently, and M-A disclosures are usually delivered to security holders through the proxy or information statement.
• Schedule 14D-9. The subject company's recommendation on a third-party tender offer. Where the offer is a going-private transaction with affiliate involvement, the subject company is also a filing person on Schedule 13E-3.
• Schedule 13D / 13G. Beneficial ownership reporting by affiliates is independent; Schedule 13E-3 does not displace it.
• Form 15. Deregistration under Section 12(g) or suspension of Section 15(d) is the downstream endpoint, filed once the holder-of-record threshold is met. It is a consequence of, not a substitute for, Schedule 13E-3.

Important distinctions and edge cases

• Rule 13e-3(g) exclusions. Specified transactions are excluded — including certain mergers in which security holders receive equity in the surviving entity with substantially the same rights, and second-step mergers following a fully disclosed Rule 13e-3 or Rule 14d-1 tender offer that met specified conditions. Excluded transactions generate no Schedule 13E-3 even when an affiliate is involved.
• Unaffiliated third-party acquirers. An arm's-length third-party acquirer with no prior affiliation to the target does not trigger Rule 13e-3. Schedule 13E-3 enters when management, a controlling shareholder, or another existing affiliate is on the buy side or is rolling equity.
• Management buyouts and sponsor take-privates. These are the archetypal Schedule 13E-3 transactions and tend to produce the largest joint filing groups.
• Filer vs. subject of disclosure. Each filing person must independently sign and independently make the fairness determination. Information about non-filing advisors or non-filing affiliates appears in the Schedule but imposes no filing duty on them.
• Amendments dominate the record count. A substantial share of records are SC 13E3/A amendments, because going-private deals normally generate multiple amendments through negotiation, staff review, and closing, ending with a final amendment.
• Foreign private issuers. An FPI with an equity class registered under Section 12 or subject to Section 15(d) is within Rule 13e-3's scope when engaged in a qualifying transaction. Many cross-border deregistrations proceed instead under the cross-border relief rules (Rule 13e-4(h)(8), Rule 14d-1(c), Rule 12h-6) and may not require Schedule 13E-3; where the Schedule does apply, the filing appears in this dataset on the same footing as domestic filings.

How This Dataset Differs From Similar Datasets or Filings

Schedule 13E-3 sits at the intersection of tender offer rules, proxy rules, merger registration, beneficial ownership reporting, and deregistration. A going-private transaction is almost always executed through a tender offer or a merger, so an SC 13E-3 is rarely filed alone. What no other filing replicates is the Rule 13e-3 substantive core: a fairness determination directed at unaffiliated security holders, the factors supporting it, and every report, opinion, or appraisal materially related to the transaction.

Schedule TO (Tender Offer Statement)

Filed under Section 14(d) or Rule 13e-4 to disclose the mechanics of a cash or exchange offer: price, conditions, withdrawal rights, proration, expiration, source of funds. When a going-private transaction is structured as an issuer or affiliate tender offer, filers typically combine Schedule TO and SC 13E-3 on a single cover. Schedule TO documents the offer; SC 13E-3 layers on the Rule 13e-3 fairness determination, alternatives considered, and advisor reports. Schedule TO is routine for non-going-private tender offers; SC 13E-3 without a companion TO, 14A, or 14C is not.

Schedule 14D-9

The target board's solicitation/recommendation statement in response to a third-party tender offer. It overlaps with SC 13E-3 only when the target board is itself an affiliate participating in the buyout (e.g., management-led bids). 14D-9 answers "accept or reject" for shareholders; SC 13E-3 answers "is this fair to unaffiliated holders, and why." For arm's-length third-party offers with no Rule 13e-3 trigger, 14D-9 stands alone.

Schedule 14A and Schedule 14C

Used when the going-private transaction is a merger or other corporate action requiring a shareholder vote (14A for solicited proxies, 14C for information statements without solicitation). These cover vote mechanics — record date, quorum, voting standards, appraisal rights — and carry most of the background-of-the-transaction narrative and fairness opinion. SC 13E-3 is commonly cross-referenced to the 14A/14C, but adds the Rule 13e-3 Item 8 fairness determination and Item 9 reports/opinions/appraisals disclosure, with their specific required elements (going-concern value, liquidation value, prior offers, unaffiliated representative).

Schedules 13D and 13G

Naming similarity is misleading. 13D/13G report passive or active beneficial ownership above 5% under Sections 13(d) and 13(g). SC 13E-3 operates under Section 13(e) of the Exchange Act and Rule 13e-3 and covers a discrete transaction, not ongoing stake reporting. A 13D amendment is typically filed alongside an SC 13E-3 when the filer's ownership changes as part of the transaction, but the datasets capture different things: stake changes over time versus a single going-private fairness narrative.

Form S-4 and Form F-4

Registration statements for securities issued as merger consideration. They appear alongside SC 13E-3 only in stock-for-stock or mixed-consideration going-privates with an affiliated acquirer. S-4/F-4 register the new securities and provide prospectus-level disclosure about the acquirer and combined entity; SC 13E-3 supplies the Rule 13e-3 fairness content. Pure cash-out going-privates trigger no S-4/F-4.

Form 8-K (Items 1.01, 2.01, 3.01, 5.02)

Event-driven current reports filed throughout a going-private timeline: signing of the merger agreement (Item 1.01, with the agreement as Exhibit 2.1), closing (Item 2.01), delisting/deregistration notice (Item 3.01), and director/officer changes (Item 5.02). Form 8-Ks announce; SC 13E-3 explains and defends. 8-Ks are short, time-stamped notices; SC 13E-3 is the long-form substantive disclosure. Useful as a timeline complement, not a substitute.

Form 15

Deregistration certification under Rule 12g-4 or Rule 12h-3, filed after the going-private transaction closes and the record holder count drops below thresholds. A short certification with no narrative content. SC 13E-3 explains and justifies the transaction; Form 15 terminates reporting obligations as its downstream consequence.

Form 25

Notification of exchange delisting under Section 12(b). Procedural and exchange-focused, typically filed in the same window as Form 15. Form 25 ends the listing; Form 15 ends Exchange Act reporting; SC 13E-3 documents the underlying transaction. Three sequential, non-overlapping steps.

Boundary summary

The SC 13E-3 dataset is not distinguished by the transaction it covers — going-privates are also disclosed through Schedule TO, 14A/14C, S-4, and 8-K — but by the Rule 13e-3 content only this schedule carries: the filing persons' reasonable belief as to fairness toward unaffiliated holders, the enumerated factors supporting that belief, and every materially related report, opinion, or appraisal. Tender offer schedules cover offer mechanics; proxy statements cover voting; S-4/F-4 cover securities registration; 8-Ks announce events; Form 15 and Form 25 terminate reporting and listing. SC 13E-3 is the only filing whose purpose is to document and defend the substantive fairness of a going-private transaction to the holders being cashed out. Related datasets supplement it with timing, voting, ownership, and consequence data; none replace it.

Who Uses This Dataset

Schedule 13E-3 is the most concentrated public record of how a going-private transaction was negotiated, financed, valued, and justified to unaffiliated holders. A narrow set of professional users reads specific items and exhibits for distinct ends.

Going-private deal counsel

Transactional lawyers structuring squeeze-out mergers, controller take-privates, reverse-stock-split going-privates, and tender-offer/back-end combinations use the corpus as a precedent library. They draft from Item 8 (fairness factors: market price, going-concern value, liquidation value, net book value, prior purchases), calibrate Item 7 (purpose, alternatives, reasons, effects), and replicate the cross-reference architecture into the proxy or Schedule TO. SC 13E3/A amendments show how staff comments reshape disclosure across the deal lifecycle.

Special-committee and sell-side bankers

Bankers advising special committees and target boards benchmark fairness-opinion practice against Item 9 (reports, opinions, appraisals) and the opinion delivered as EX-99.(C): comparable-companies sets, precedent-transaction multiples, DCF assumptions, and premiums-paid analyses. Item 4 (terms) and Item 10 (source and amount of funds) anchor offer premia, financing mix, and advisor fee structures.

Private equity sponsors and MBO teams

Sponsors planning club deals, take-privates, and management-led buyouts mine Item 3 (filing persons) for buyer-group construction, Item 5 (past contacts, negotiations, agreements) for pre-signing management contact, and EX-99.(D) for the operative templates: equity commitment letters, limited guarantees, rollover and support agreements, and management-incentive arrangements.

Merger-arbitrage and event-driven desks

Arb analysts read Item 4 terms, Item 11 (interest in the issuer's securities), and Item 12 (voting intentions of filing persons) into deal-spread and completion-probability models. Item 10 financing language plus any debt commitment papers in EX-99.(D) drive financing-risk scoring. Merger consideration disclosures feed appraisal-rights modeling on dissenters' shares.

Credit and leveraged-finance analysts

Analysts underwriting bridge facilities and tracking newly private capital structures read Item 10 alongside EX-99.(B) financing exhibits and any debt commitment letters in EX-99.(D) for sponsor equity quantum, debt sizing, pricing flex, and financing conditionality. EX-FILING FEES confirms the transaction size used in fee calculations.

Proxy advisors and governance researchers

Governance analysts evaluating special-committee integrity read Item 8 fairness disclosure (including factors not considered), Item 5 for insider-driven process indicators, and Item 14 (persons retained, employed, or utilized) for advisor compensation. EX-99.(C) materials are parsed for success-fee structures and contingent compensation that may color independence.

Appraisal and fiduciary-duty litigators

Plaintiffs' and defense counsel in appraisal and breach-of-fiduciary-duty actions treat the schedule as the central public record of board process. They cite Item 7, Item 8 (issuer and affiliate fairness determinations), and Item 9 to support or rebut process defects, coercion, conflicted advisors, and price inadequacy. EX-99.(C) financial-advisor presentations are routinely quoted in pleadings, expert reports, and opinions; SC 13E3/A amendments track corrections that become litigation exhibits.

SEC reviewers and enforcement staff

Corporation Finance reviewers calibrate comment letters using prior filings, targeting conclusory Item 8 fairness factors, incomplete Item 9 disclosure of advisor reports and board books, and Item 14 compensation gaps. Enforcement staff use the historical corpus to establish industry practice in cases involving deficient fairness disclosure, misleading projections, or undisclosed buyer-group arrangements.

Academic researchers in corporate finance and law

Empirical scholars studying going-private waves, premium determinants, MBO performance, and controller squeeze-outs use the 1994-present panel to code Item 4 terms, Item 8 fairness conclusions, Item 9 opinion methodology, and Item 10 financing for premium regressions, event studies, and post-deal performance work. Item 5 disclosures are coded for pre-signing contact effects.

Financial data engineers and deal-database teams

Teams building take-private deal tables and fairness-opinion league tables ingest the corpus to populate filing persons (Item 3), consideration and terms (Item 4), advisor identity and fees (Item 14), opinion attribution (Item 9, EX-99.(C)), and transaction-level proxy and tender materials in EX-99.(A). EX-FILING FEES supplies machine-readable transaction valuations; SC 13E3/A coverage enables amendment tracking and pipeline monitoring.

RAG and LLM developers in legal and financial text

Teams building retrieval systems for M&A precedent search, fairness-opinion summarization, and going-private drafting use the corpus as a domain training and evaluation set. The fixed Items 1-16 structure and standardized exhibit taxonomy (EX-99.(A) disclosure documents, EX-99.(B) financing, EX-99.(C) advisor materials, EX-99.(D) transaction agreements, EX-99.(F) appraisal-rights statutes, EX-99.(G) other) provide consistent anchors for section-aware retrieval and benchmark QA.

Summary

Deal counsel and bankers draft and benchmark from Items 7-10 and EX-99.(C); sponsors structure the buyer side from Items 3 and 5 and EX-99.(D); arbitrage and credit desks price and finance the trade from Items 4, 10-12 and EX-99.(B)-(D); governance, academic, and litigation users police process and fairness through Items 8, 9, and 14; regulators calibrate review against historical practice; and data and AI teams convert the corpus into structured products and retrieval systems.

Specific Use Cases

Concrete workflows the Form SC 13E3 Files Dataset supports, anchored to specific Schedule 13E-3 items and Regulation M-A exhibits.

Fairness-opinion benchmarking across going-private deals

Pull every EX-99.(C) attachment paired with its Item 9 narrative across a chosen window (e.g., all sponsor-led take-privates 2015-2025), extract the comparable-companies set, precedent-transaction multiples, DCF discount rate, terminal growth rate, and premiums-paid table from each opinion, and assemble an advisor-by-advisor methodology panel. The output supports special-committee bankers calibrating a draft opinion against peer practice, and litigators rebutting an advisor's assumption ranges with prior work product from the same firm.

Take-private deal-table construction with amendment tracking

Cluster entities[] and groupMembers[] across consecutive SC 13E3 and SC 13E3/A accessions sharing a subject company to reconstruct each deal as one record, then pull per-share consideration and treatment of options from Item 4, advisor identity and fees from Item 14, and transaction value from the Inline-XBRL EX-FILING FEES exhibit. The output populates a fairness-opinion league table and a take-private deal database, with amendment ordinals (parsed from the main document description) flagging price bumps, financing changes, and supplemental disclosures.

Delaware appraisal and fiduciary-duty precedent mining

Build a litigation-ready corpus by indexing Item 7 alternatives-considered language, Item 8 fairness factors and procedural safeguards (independent committee, majority-of-the-minority, unaffiliated representative), and Item 9 advisor compensation contingencies, then link to the underlying EX-99.(C) board books and EX-99.(D) merger agreements. The output feeds appraisal-action expert reports, deal-process challenges, and motions to dismiss that cite analogous board records or prior corrective disclosures appearing in SC 13E3/A amendments.

MBO premium and financing-source econometrics

Code Item 4 consideration, Item 10 source-and-amount-of-funds detail (cash on hand, rollover equity, debt commitments, sponsor equity capital calls), and Item 11 prior 60-day transactions across the 1994-present panel, joined to pre-announcement market prices from the Item 2 trading history. The dataset drives premium regressions on financing mix, sponsor identity, controller status, and procedural safeguards, and supports event studies on amendment-date price revisions.

Financing-package pattern analysis for leveraged finance

Parse EX-99.(B) debt commitment letters, fee letters, equity commitment letters, and limited guarantees alongside Item 10 narrative to extract debt quantum, leverage multiples, pricing flex, market-MAC carve-outs, and conditionality. Credit analysts use the resulting panel to benchmark commitment terms for a live underwriting; sponsors use it to draft conforming commitment papers; arb desks score financing-risk inputs into deal-spread models.

Conflicts-of-interest and special-committee compliance review

For each filing extract Item 3 filing-person backgrounds, Item 5 past contacts and pre-signing negotiations, Item 14 advisor engagement terms, and Item 9 advisor compensation contingencies, then cross-tab against the Item 8 procedural-safeguards checklist. The output supports proxy advisors evaluating special-committee integrity, SEC staff drafting Corp Fin comment letters on conclusory fairness factors, and governance researchers coding controller-conflict indicators across the corpus.

RAG and LLM grounding on Schedule 13E-3 fairness factors

Use the fixed Items 1-16 structure and Regulation M-A exhibit lettering (EX-99.(A) through (G)) as section anchors to chunk the corpus for section-aware retrieval, then build a domain QA evaluation set against the Item 8 enumerated factors (going-concern value, liquidation value, net book value, current and historical market prices, prior purchase prices, firm offers, fairness opinions). The dataset serves as both training corpus and gold-standard benchmark for fairness-opinion summarization, going-private precedent search, and Schedule 13E-3 drafting assistants.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc-13e3-files.json

This endpoint returns the dataset's metadata along with the list of all available container files. The metadata includes the dataset name, description, last updated timestamp, earliest sample date (1994-01-01), total record and size counters, covered form types (SC 13E3, SC 13E3/A), the container archive format (ZIP), and the included file types (TXT, JSON, HTML, PDF). The response also includes the full dataset download URL and a containers[] array listing each monthly container with its key, size, record count, last updated timestamp, and direct download URL. This endpoint does not require an API key and can be polled regularly to detect which monthly containers were refreshed in the latest run, enabling incremental downloads.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-6929-9dc4-020d0e62b765",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-sc-13e3-files.zip",
        

          4
            "name": "Form SC 13E3 Files Dataset",
        

          5
            "updatedAt": "2026-05-09T02:54:05.797Z",
        

          6
            "earliestSampleDate": "1994-01-01",
        

          7
            "totalRecords": 26135,
        

          8
            "totalSize": 679149275,
        

          9
            "formTypes": ["SC 13E3", "SC 13E3/A"],
        

          10
            "containerFormat": "ZIP",
        

          11
            "fileTypes": ["TXT", "JSON", "HTML", "PDF"],
        

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-sc-13e3-files/2026/2026-05.zip",
        

          15
                "key": "2026/2026-05.zip",
        

          16
                "size": 4218973,
        

          17
                "records": 12,
        

          18
                "updatedAt": "2026-05-09T02:54:05.797Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-sc-13e3-files.zip?token=YOUR_API_KEY

Downloads the complete dataset as a single ZIP archive containing all SC 13E3 and SC 13E3/A filings since January 1994. This endpoint requires a valid SEC API key passed via the token query parameter.

Download Single Container: https://api.sec-api.io/datasets/form-sc-13e3-files/2026/2026-05.zip?token=YOUR_API_KEY

Downloads one monthly container ZIP rather than the entire dataset, which is useful for incremental syncing based on the updatedAt timestamps returned by the index API. Container paths follow the {datasetId}/{YYYY}/{YYYY-MM}.zip pattern, and this endpoint requires a valid SEC API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Schedule 13E-3, the Rule 13e-3 Transaction Statement required under Section 13(e) of the Securities Exchange Act of 1934, in both its initial form (SC 13E3) and its amendment form (SC 13E3/A). Schedule 13E-3 is the disclosure document filed in connection with going-private transactions.

What does one record in this dataset represent?

A single record is one complete EDGAR submission of a Schedule 13E-3 transaction statement, identified by its 18-digit accession number. Each record contains a metadata.json index, the main Schedule 13E-3 document, and every exhibit delivered with the submission (excluding image binaries), packaged inside a per-filing subdirectory.

Who is required to file Schedule 13E-3?

Rule 13e-3 requires a filing from the issuer of an equity security registered under Section 12 (or required to file under Section 15(d)) when it engages in a going-private transaction, and from any affiliate of such an issuer that engages in the transaction. Filing persons typically include the subject company, controlling shareholders, sponsor funds and their general partners, acquisition vehicles, and management participants rolling equity — all of whom must sign the Schedule.

What time period does the dataset cover?

The dataset begins on January 1, 1994 — reflecting the phased EDGAR mandate for Schedule 13E-3 — and runs to the present. Pre-EDGAR paper filings under Rule 13e-3 are outside the dataset.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP containers organized as {datasetId}/{YYYY}/{YYYY-MM}.zip. Inside each container, per-filing subdirectories named by the dashes-stripped accession number contain TXT, JSON, HTML, and PDF files — modern records are dominated by HTML plus the JSON manifest, while the pre-2002 historical era is dominated by ASCII/SGML TXT submissions.

How does Schedule 13E-3 differ from Schedule TO and Schedule 14A?

Schedule TO covers tender-offer mechanics (price, conditions, withdrawal rights, source of funds) and Schedule 14A/14C covers proxy or information-statement vote mechanics; Schedule 13E-3 layers on the Rule 13e-3 substantive content that no other filing carries — each filing person's express fairness determination toward unaffiliated security holders under Item 8, the enumerated factors supporting that determination, and every report, opinion, or appraisal materially related to the transaction under Item 9. In going-private deals, SC 13E-3 is typically combined with Schedule TO or filed alongside Schedule 14A/14C rather than replacing them.

Why are amendments (SC 13E3/A) so common in the dataset?

Going-private transactions routinely cycle through three to ten or more amendments — fairness-opinion bring-down letters, financing modifications, definitive proxy attachments, supplemental disclosures responding to SEC comment letters or stockholder litigation, and final-mailing materials. Each amendment is a first-class record with its own accession number and its own re-filed Schedule 13E-3, so amendment records typically dominate the per-deal volume in the dataset.