Form SC TO-C Files Dataset

The Form SC TO-C Files Dataset is a complete archive of pre-commencement written communications relating to tender offers, filed with the SEC under cover of Schedule TO pursuant to Rule 14d-2(b), Rule 13e-4(c), or Rule 13e-3(c) of the Securities Exchange Act of 1934. Each record is a single EDGAR submission whose form type is SC TO-C — one accession-numbered folder containing a metadata.json describing the filing plus every HTM document originally bundled under that accession (the SC TO-C cover and all EX-99.x exhibits). The dataset covers SC TO-C submissions from January 2000, when Schedule TO and its pre-commencement variant took effect under Release No. 33-7760, to the present. Filers are bidders, issuers, and their affiliates or joint actors who authored or disseminated written communications about a planned tender offer before the offer is formally commenced. Containers are distributed as monthly ZIP archives holding TXT, JSON, HTML, and PDF files.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset materializes every Form SC TO-C submission filed to EDGAR from January 2000 onward. Form SC TO-C is the cover designation for written pre-commencement communications about a tender offer, filed under Rule 14d-2(b) (third-party tender offers), Rule 13e-4(c) (issuer or self-tender offers), or Rule 13e-3(c) (going-private transactions structured as tender offers). The rules require that any written communication made by an offeror, the subject company, or a related participant that describes a planned tender offer be filed with the SEC on the date of first use; SC TO-C is the cover under which that obligation is discharged, before the offer is formally commenced as an SC TO-I (issuer) or SC TO-T (third-party).

The dataset covers the entire SC TO-C population. For each accession number, the dataset includes the metadata.json describing the submission and every document in the original EDGAR submission except image files. The HTM document set — the SC TO-C cover plus the EX-99.x exhibits — is the canonical text-bearing payload of the filing and is sufficient to reconstruct the prose of the cover and every textual exhibit. The dataset is distributed as monthly ZIP containers; the file types found inside are TXT, JSON, HTML, and PDF. Because SC TO-C was introduced as part of the SEC's tender-offer rules modernization that took effect in early 2000, there is no ASCII-only legacy phase to bridge: submissions have been HTML-wrapped in EDGAR's SGML envelope throughout the dataset's history, and the structural anatomy below has remained essentially stable across the entire window.

Content Structure of a Single SC TO-C Record

What one record represents

One record in the Form SC TO-C Files Dataset is a single EDGAR submission whose form type is SC TO-C — a pre-commencement written communication relating to a tender offer, filed under cover of Schedule TO. Physically, a record is one folder named after the 18-digit EDGAR accession number with dashes stripped (accession 0001193125-25-335464 becomes folder 000119312525335464). The folder holds the HTML documents that make up the filing together with a single metadata.json describing the submission as a whole.

The record unit is the filing, not an individual exhibit or press release. All documents originally bundled under one accession number — the SC TO-C cover plus any EX-99.x exhibits attached to it — are co-located in the same folder and described by one metadata file.

What the underlying filing is

The cover document of an SC TO-C submission appears in one of two structurally distinct forms:

1. Schedule-TO-styled cover (third-party / M&A pre-commencement). The cover replicates the canonical Schedule TO front page (heading "Tender Offer Statement under Section 14(d)(1) or 13(e)(1)") with the subject company in display type, the offeror(s) named as filing persons, the title and CUSIP of the class of securities sought, the address of the agent for service, copies-to legal counsel, a fee-calculation table marked "N/A — preliminary communication, no fee due," and the box checked indicating that "the filing relates solely to preliminary communications made before the commencement of a tender offer." The substantive communication — typically the press release announcing a forthcoming cash tender offer — rides as one or more EX-99.x exhibits.
2. 8-K-styled cover (issuer self-tender / Rule 13e-4(c) communications). The cover is a complete Form 8-K, most commonly under Item 8.01 (Other Events), which simultaneously satisfies the SC TO-C filing obligation because the "Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act" checkbox on the 8-K cover is marked. The 8-K body describes board approval of an issuer tender offer, with share quantity, offer price (often expressed as a percentage of NAV for closed-end funds, or a fixed dollar amount per share), expiration date, and procedural terms.

Regardless of subtype, every SC TO-C must carry the prescribed legend advising security holders to read the formal tender offer statement (Schedule TO and related documents) when it becomes available, because it will contain important information.

Structural layers of a record

Each record is composed of three layers:

1. Folder packaging. One folder per accession, named by the dash-stripped 18-digit accession number, holding all materialized documents.
2. Filing-level metadata. A single metadata.json describing the submission as a whole: form type, accession number, filing timestamp, links back to the original SEC archive copies, the full list of documents in the SGML submission (whether materialized in the folder or not), and the set of filing entities and their roles.
3. Document-level content. One or more HTM documents, each wrapped in EDGAR's SGML document envelope, comprising the SC TO-C cover plus any exhibits.

Filename patterns

The cover is always an .htm file whose base name ends in _sctoc.htm or dsctoc.htm. Exhibit filenames use sibling patterns such as *_ex99-1.htm, dex991.htm, *_ex99-2.htm, dex992.htm, and so on. The base-name prefix is a stable signal of which filing-services vendor prepared the submission:

• Toppan Merrill: tm########d#_sctoc.htm and tm########d#_ex99-#.htm.
• Donnelley Financial: d#####dsctoc.htm with companion exhibits d#####dex99#.htm.
• Broadridge / EdgarAgents and other agents: more free-form base names such as ny0061679x3_sctoc.htm.

SGML document envelope

Each HTM document opens with EDGAR's SGML wrapper before the inner HTML body:

          1
          <DOCUMENT>
        

          2
          <TYPE>EX-99.1
        

          3
          <SEQUENCE>2
        

          4
          <FILENAME>d48726dex991.htm
        

          5
          <DESCRIPTION>EX-99.1
        

          6
          <TEXT>
        

          7
          <HTML>... full HTML content ...</HTML>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

The <TYPE> value is the SEC document type and aligns with the type field for the same document in metadata.json. The cover carries <TYPE>SC TO-C; exhibits carry <TYPE>EX-99.1, <TYPE>EX-99.2, <TYPE>EX-99.3, and so on. Note that the cover's <TYPE> remains SC TO-C even in the 8-K-styled subtype — the document is logically an 8-K but is filed under the SC TO-C cover form, and the SGML type reflects the latter.

metadata.json anatomy

The metadata.json file is a single JSON object describing the filing. Its intentional fields are:

• formType — always "SC TO-C".
• accessionNo — hyphenated EDGAR accession number, e.g. "0001193125-25-335464".
• filedAt — ISO 8601 timestamp with timezone offset, reflecting the EDGAR acceptance time.
• description — fixed string, "Form SC TO-C - Written communication relating to an issuer or third party".
• linkToFilingDetails — URL to the primary HTM document (the SC TO-C cover) on SEC.gov.
• linkToTxt — URL to the full SGML submission .txt (the wrapper containing all documents).
• linkToHtml — URL to the EDGAR filing index page (...-index.htm).
• linkToXbrl — empty for SC TO-C.
• id — internal identifier.
• groupMembers — string array of additional filing-person names captured from the SGML header; present when there are co-filers in addition to the primary filer (typical for multi-entity offeror structures, such as a parent acquirer paired with a merger-sub vehicle).
• documentFormatFiles — array describing every document in the SGML submission (see below).
• dataFiles — empty for this form type.
• seriesAndClassesContractsInformation — typically empty; would carry investment-company series/class metadata if EDGAR had any to report (occasionally relevant for closed-end-fund self-tenders).
• entities — array of filer / subject objects, one per filing person (see below).

documentFormatFiles[]

One entry per document in the underlying SGML submission, carrying:

• sequence — string position within the submission. "1" is the cover; "2", "3", … are sequential exhibits. A trailing entry with sequence: " " (single-space sentinel) represents the complete submission .txt wrapper.
• size — byte length, expressed as a string.
• documentUrl — full SEC archives URL pointing at that specific document.
• description — human-readable label ("SC TO-C", "EX-99.1", "GRAPHIC", "Complete submission text file").
• type — the SGML <TYPE> value ("SC TO-C", "EX-99.1", "GRAPHIC", or a single-space sentinel for the complete submission text file).

This array enumerates the entire SGML submission, including documents that the dataset does not materialize on disk — specifically image graphics and the complete submission .txt wrapper. Both remain reachable through their documentUrl.

entities[]

One object per filing person or subject company, mirroring the EDGAR SGML filer block. For SC TO-C the role of each entity is encoded as a parenthetical suffix on companyName:

• A third-party deal lists the target as "<Target Name> (Subject)" and the offeror as "<Offeror Name> (Filed by)" — for example, "Dynavax Technologies Corp (Subject)" paired with "Sanofi (Filed by)", or "Generation Bio Co. (Subject)" paired with "XOMA Royalty Corp (Filed by)".
• An issuer self-tender lists the same legal entity twice, once as (Filed by) and once as (Subject), because the issuer is acting in both capacities.
• Multi-entity offeror structures yield multiple (Filed by) entries; the additional filing persons are echoed in groupMembers.

Per-entity fields typically populated:

• companyName — including the parenthetical role suffix.
• cik — string, not zero-padded.
• irsNo — Employer Identification Number, or "000000000" when not provided.
• stateOfIncorporation — two-letter U.S. state code (DE, MD, NV) or EDGAR's foreign-jurisdiction code (e.g., I0 for France).
• fiscalYearEnd — MMDD.
• sic — SIC code joined with description ("2834 Pharmaceutical Preparations", "6798 Real Estate Investment Trusts"); sometimes absent on the offeror side.
• act — Exchange Act designator, typically "34" on the Subject record.
• fileNo, filmNo — EDGAR file and film numbers; populated on the Subject record.
• type — per-entity form type, "SC TO-C".
• tickers — array of stock tickers associated with that CIK.

Document-by-document content

SC TO-C cover

The cover plays one of two roles depending on subtype.

For third-party / M&A pre-commencement filings, the cover presents Schedule TO front matter: the heading "SCHEDULE TO / Tender Offer Statement under Section 14(d)(1) or 13(e)(1)," the subject company name in display type, named filing persons and offerors, title and CUSIP of the class of securities, address of the agent for service, copies-to outside counsel, a fee-calculation table reading "N/A — preliminary communication, no fee due," and the marked checkbox indicating that the filing relates solely to preliminary communications. The cover is almost entirely boilerplate; the substantive disclosure resides in the exhibits.

For issuer self-tenders, the cover is a full Form 8-K, typically with an Item 8.01 (Other Events) narrative, and the "Pre-commencement communications pursuant to Rule 13e-4(c)" checkbox marked on the 8-K cover page. The 8-K body itself states the share quantity, offer price (often as a percentage of NAV for closed-end funds, or a fixed dollar amount per share), expiration date, and procedural terms of the planned issuer tender.

EX-99.1 — primary substantive communication

In nearly every M&A SC TO-C, EX-99.1 is the press release announcing the transaction. It typically contains the deal valuation (cash price per share, aggregate equity value, any contingent value right (CVR) mechanics), strategic rationale, financing source, regulatory closing conditions (HSR, foreign antitrust clearances, CFIUS where applicable), expected closing timing, and the standard tender-offer legal disclaimer ("This communication is neither an offer to purchase nor a solicitation of an offer to sell …"), followed by the prescribed legend directing security holders to the forthcoming Schedule TO. For issuer self-tenders, the substantive disclosure usually lives in the cover 8-K narrative and EX-99.1 carries the accompanying press release or shareholder notice.

EX-99.2, EX-99.3 and beyond — supplemental communications

Additional EX-99.x exhibits appear when the bidder or its representatives issue supplemental communications on the same day. Common patterns include screen captures of LinkedIn and X (Twitter) posts reproduced as images embedded in an HTML wrapper, "Dear Colleagues" internal employee memos signed by an executive, customer or partner letters, FAQ documents, investor presentations, and analyst-call transcripts. Each rides as its own EX-99.x exhibit and is carried as a separate HTM document in the accession folder, sequenced numerically after the press release.

Every exhibit body uses the same <DOCUMENT> … <TEXT><HTML> … </HTML></TEXT></DOCUMENT> envelope; the inner HTML is normally generated by the filing agent's template engine (Donnelley, Toppan Merrill, Broadridge PROfile, CompSci Transform, etc.).

Included content

Each accession folder contains:

• The metadata.json describing the filing.
• The SC TO-C cover document as an .htm file (identifiable by the _sctoc.htm or dsctoc.htm suffix).
• All EX-99.x exhibit documents as .htm files (identifiable by the _ex99* or dex99* suffix), in filed sequence.

The HTM documents are the canonical text-bearing payloads of the submission and are sufficient to reconstruct the prose of the cover and every textual exhibit.

Excluded or separate content

Two categories of submission content listed in documentFormatFiles[] are deliberately not materialized into the per-accession folder:

• Graphics (GRAPHIC documents, typically JPG or GIF). Corporate logos, signature images, and social-media post screenshots. The wrapper HTM that references them is present locally; the image binaries themselves are not, but remain reachable through each graphic entry's documentUrl.
• The complete submission text file. The single SGML .txt produced by EDGAR that concatenates every document of the submission into one stream. It is referenced via the wrapper's documentUrl and the top-level linkToTxt, but is not copied into the folder.

The dataset therefore favors the human-readable, text-extractable HTM document set over redundant binary or wrapper material.

Subtype variation and structural patterns

SC TO-C submissions cluster into a small number of recurring structural patterns:

• Pharma / life-sciences M&A pre-commencement. Schedule-TO-styled cover plus a press release as EX-99.1; sometimes additional social-media or internal-communication exhibits. The press release reliably includes cash price per share, aggregate equity value, CVR terms when applicable, regulatory closing conditions, and competing-bidder disclaimers.
• Industrial / financial M&A pre-commencement. Same structure as the pharma pattern, with deal-specific terms.
• Issuer self-tender / share-repurchase tender announcements. 8-K-styled cover (typically Item 8.01) with the Rule 13e-4(c) box checked; offer parameters (share quantity, price as percentage of NAV or fixed dollar amount, expiration) appear in the cover narrative, sometimes with a companion press release as EX-99.1.
• Going-private (Rule 13e-3) pre-commencement communications. Analogous structure, distinguished by reference to Rule 13e-3 on the cover and going-private-specific disclosures.

Multi-offeror structures — where a parent acquirer plus a wholly-owned merger-sub vehicle file jointly — surface in two places at once: as multiple (Filed by) entries in entities[], and as a populated groupMembers array.

Interpretation notes

• Role suffixes are load-bearing. The (Subject) and (Filed by) parentheticals on companyName are the only structured signal of role within entities[]. For third-party deals they distinguish target from offeror; for issuer self-tenders the same legal entity carries both suffixes on separate records.
• Cover layout depends on subtype, not on <TYPE>. For third-party offers, the cover prose is Schedule-TO-styled. For issuer self-tenders the cover prose is an 8-K (with Item 8.01 narrative) even though its SGML <TYPE> remains SC TO-C. Extractors that assume a Schedule-TO header layout need a fallback for the 8-K-styled subtype.
• Exhibits carry the substance in third-party deals. In M&A pre-commencement filings the cover is largely boilerplate and the press release in EX-99.1 carries the deal terms. Pipelines targeting price, valuation, CVR mechanics, or closing conditions should anchor on EX-99.1 rather than the cover. In issuer self-tenders the polarity reverses: the cover 8-K narrative typically carries the offer parameters.
• documentFormatFiles[] is a superset of the folder contents. Iterating local files misses graphics and the wrapper .txt; iterating documentFormatFiles[] will surface references to documents whose binaries must be fetched from EDGAR via documentUrl.
• The mandatory legend is universal. The "security holders are advised to read the tender offer statement when it becomes available" legend appears in some form in every SC TO-C — either on the cover, at the foot of the press release, or both — and serves as a reliable structural marker.
• No amendment regime applies. SC TO-C is itself the pre-commencement vehicle. Once the tender offer is formally commenced, subsequent filings move to SC TO-I (issuer) or SC TO-T (third-party) and their amendment series (SC TO-I/A, SC TO-T/A), which are outside this dataset.
• Filing-agent fingerprinting is straightforward. The cover and exhibit base-name prefixes (tm########d#, d#####d, ny#######x#, etc.) identify the filing-services vendor without needing to parse the HTML.

Coverage span and structural stability

The dataset spans January 2000 to the present. The SC TO-C designation was introduced as part of the SEC's tender-offer rules modernization that took effect in early 2000 — the same rulemaking that consolidated the prior Schedule 14D-1 / 13E-4 / 13E-3 covers into Schedule TO with the TO-T, TO-I, and TO-C variants. Because the form was created in the HTML-EDGAR era, there is no ASCII-only legacy phase to bridge: submissions have been HTML-wrapped in the SGML envelope throughout the dataset's history. The structural anatomy described above — Schedule-TO cover or 8-K cover, EX-99.x substantive exhibits, role-suffixed filer block — has remained essentially stable across the entire window. What has varied over time is the mix of supplemental exhibit types (the use of social-media screenshots as EX-99.x material is a more recent phenomenon, reflecting the broader practice of issuers and offerors communicating via LinkedIn, X, and similar platforms), not the underlying record structure.

Who Files or Publishes This Dataset, and When

Who files or discloses the record

Each SC TO-C record is a single EDGAR submission of a written pre-commencement communications about a planned tender offer, filed under cover of Schedule TO with the "pre-commencement communications" box checked. The filer is the party that authorized or distributed the communication, which falls into one of three groups:

• Third-party bidders preparing to launch a cash or exchange tender offer for the equity securities of a target subject to Section 12 registration. Bidders can be operating companies, private-equity sponsors, SPACs, newly formed merger subsidiaries, foreign acquirers, or individuals.
• Issuers conducting self-tenders for their own equity securities, including share repurchases, exchange offers, and tenders embedded in going-private transactions.
• Affiliates and joint actors, such as parent companies, controlling shareholders, members of a Section 13(d) group, or financing parties whose own written statements about the planned offer themselves trigger a filing.

In coordinated bidding groups, each filing person who authored or disseminated a pre-commencement communication may appear as a co-filer on the cover.

Targets do not file SC TO-C. Target-side pre-commencement communications, including board recommendations for or against the offer, are filed on Schedule 14D-9 (or its pre-commencement counterpart SC 14D9-C) under Rule 14d-9. SC TO-C captures the bidder/issuer side only.

When the record is created

The trigger is event-driven, not periodic. Any written communication made by or on behalf of the bidder or issuer that relates to a planned tender offer, before the offer formally commences, must be filed under cover of Schedule TO no later than the date of first use (the same calendar day the communication is published or disseminated). There is no materiality threshold; the communication itself is the trigger.

Typical triggering communications include:

• press releases announcing a planned tender offer or tender-offer-and-merger structure;
• investor presentations, slide decks, and conference call transcripts;
• letters to security holders, employees, customers, or counterparties;
• transaction Q&A documents, talking points, and externally distributed memos;
• social media posts, websites, and other electronic communications;
• analyst day or roadshow materials describing the planned offer;
• written statements by financing sources or joint bidders endorsing the offer.

Oral communications and independent journalist coverage not made on behalf of the bidder are out of scope. Multiple SC TO-C filings for a single transaction are normal: every new pre-commencement writing generates its own filing. Once the offer formally commences, the disclosure stream shifts to the live Schedule TO (TO-T for third-party, TO-I for issuer) and SC TO-A amendments; no further SC TO-C is filed.

Regulatory basis

• Rule 14d-2(b) under Regulation 14D permits a third-party bidder to communicate publicly before commencement provided all written communications are filed on the date of first use under cover of Schedule TO.
• Rule 13e-4(c) imposes the same same-day pre-commencement filing requirement on issuer tender offers.
• Rule 13e-3(c) extends the requirement to communications made in connection with a Rule 13e-3 going-private transaction structured as a tender offer.
• Rule 165 and Rule 425 under the Securities Act apply in parallel when the planned tender is also a registered exchange offer; the same writing is filed in both channels, with SC TO-C satisfying the Schedule TO side.
• All filings remain subject to Section 14(e) of the Exchange Act, which prohibits material misstatements and omissions in connection with tender offers. Filings include a legend directing security holders to the formal Schedule TO when available.

Important distinctions

• SC TO-C vs. SC TO-T / TO-I / TO-A: SC TO-C covers only the pre-commencement window. After commencement, third-party bidders file SC TO-T, issuers file SC TO-I, and changes are reported via SC TO-A amendments.
• SC TO-C vs. Schedule 14D-9 / SC 14D9-C: Target-side communications (including board responses) belong on Schedule 14D-9, not SC TO-C.
• SC TO-C vs. Rule 425 / proxy soliciting material: In a stock-for-stock deal also requiring a target vote, the same press release may be filed under Rule 425 and as proxy soliciting material in addition to SC TO-C; the SC TO-C copy reflects the tender-offer dimension.
• Mini-tenders: Offers for less than five percent of a class fall outside Regulation 14D and do not trigger SC TO-C.
• Cross-border Tier I / Tier II offers: Tier I offers under Rule 14d-1(c) are often exempt from Schedule TO entirely; Tier II offers under Rule 14d-1(d) remain subject to SC TO-C with modifications.
• Named parties vs. filing persons: Banks, advisors, and other parties merely referenced in a release are not SC TO-C filers; only those who authorized or disseminated the communication are.
• Earliest availability: Schedule TO and its pre-commencement variant took effect January 24, 2000 under Release No. 33-7760, replacing the Schedule 14D-1 / 13E-4 regime. EDGAR SC TO-C filings therefore begin in early 2000; no pre-2000 record set exists for this cover schedule.

How This Dataset Differs From Similar Datasets or Filings

SC TO-C lives in a tight cluster of tender offer and M&A communication filings. It is the only filing that captures written communications about a tender offer before it is formally commenced. Every nearby form differs from it on at least one of three axes: timing (pre- vs. post-commencement), filer role (bidder vs. target vs. issuer), or transaction structure (tender offer vs. merger vs. going-private vs. registered exchange).

SC TO-T (third-party tender offer statement)

The formal bidder filing that commences a third-party tender offer under Rule 14d-2. Carries the full offer mechanics: price, conditions, financing, withdrawal rights, offer to purchase, letter of transmittal. SC TO-C is its pre-launch shadow: communication-driven (press releases, decks, scripts, transcripts), terms-free, and does not start the 20-business-day clock. Use SC TO-T for offer terms; use SC TO-C for what was said publicly in the run-up.

SC TO-I (issuer tender offer)

Structurally parallel to SC TO-T but for issuers buying back their own shares under Rule 13e-4 (self-tenders, Dutch auctions, modified-Dutch repurchases). SC TO-C covers pre-commencement communications for both issuer and third-party offers; the form code does not distinguish them, so users must read the cover page and exhibits to filter issuer pre-commencement chatter (typically buyback rationale) from third-party pre-commencement chatter (typically control-premium narrative).

SC TO-T/A and SC TO-I/A (amendments)

Post-commencement updates to a live Schedule TO: price changes, extensions, additional disclosures, final results. Once the offer is launched, new written communications are folded into these amendments rather than into fresh SC TO-C filings. SC TO-C is strictly pre-launch; amendments are strictly during/after launch. A full deal timeline = SC TO-C (run-up) + SC TO-T/I (launch) + SC TO-T/A or SC TO-I/A (updates).

SC 14D9-C and SC 14D9 (target-side counterparts)

SC 14D9-C is the mirror image of SC TO-C on the target's side: written communications by the subject company before commencement. SC 14D9 is the target board's mandatory recommendation statement, due within ten business days of commencement, stating accept/reject/no-opinion. Friendly deals usually produce paired SC TO-C and SC 14D9-C filings on the same dates; hostile deals produce SC TO-C with no supportive SC 14D9-C or with adversarial 14D9-C responses. To capture the full pre-launch dialogue, pair the two datasets.

SC 13E3 (going-private transactions)

Filed when an issuer or affiliate runs a Rule 13e-3 transaction likely to deregister the equity. When the going-private structure is a tender offer, SC 13E3 and Schedule TO are filed jointly, and SC TO-C still handles the pre-commencement communications. The key distinction is content type: SC 13E3 carries fairness determinations, financial advisor opinions, alternatives considered, and affiliate-interest disclosure. SC TO-C never carries those substantive determinations. Use SC 13E3 for fairness narrative; use SC TO-C for early communications.

Form 425 (registered-securities deal communications)

Rule 425 filing for written communications in business combinations involving registered securities (stock-for-stock mergers, exchange offers registered on S-4). Functionally analogous to SC TO-C as a communication-disclosure vehicle, but governed by a different regime:

• Cash tender offer: SC TO-C only.
• Exchange offer with registered stock consideration: both Form 425 (registration regime) and SC TO-C (tender offer regime).
• One-step stock merger with no tender offer: Form 425 only.

DEFM14A and PREM14A (merger proxies)

Definitive and preliminary merger proxy statements for one-step negotiated mergers approved by shareholder vote rather than by tender. These are dense, substantive documents (background of the merger, fairness opinions, projections, voting mechanics) and operate in a transaction architecture where SC TO-C does not appear at all. Overlap only arises in two-step deals where a tender offer is followed by a back-end merger needing proxy solicitation; even then, DEFM14A covers the back-end vote and PREM14A is its preliminary counterpart, while SC TO-C covers the pre-launch tender-offer communications. They almost never substitute for each other.

8-K Item 8.01 (Other Events)

Generic vehicle for disclosing material events outside any specific deal regime, typically attaching the press release as Exhibit 99.1. In tender offer contexts, the same press release is usually dual-filed: once as SC TO-C (with the mandatory tender-offer legend and Schedule TO cover) and once as an 8-K Item 8.01 exhibit. The 8-K dataset is broad and event-driven across all material events; SC TO-C is the narrow tender-offer-regulated slice of the same communicative activity. If you need only tender-offer pre-commencement disclosures, SC TO-C is precise; the 8-K dataset will sweep in far more noise.

Boundary summary

SC TO-C is non-substitutable because of three combined features:

1. Pre-commencement timing. No other form in the Schedule TO, 14D9, or 13E3 family captures the window before the offer formally commences. SC 14D9-C is the only true peer in timing, and it is target-side.
2. Written-communication scope. Press releases, scripts, slide decks, transcripts, and social media materials, not offer terms or fairness analysis.
3. Schedule TO cover and tender-offer legend. Every SC TO-C carries the prescribed legend directing investors to read the eventual Schedule TO. This legal scaffolding separates SC TO-C from a generic 8-K press release containing identical underlying text.

Practical rule: use SC TO-C for what the bidder (or other 14D parties) said publicly about a planned tender offer before the legal clock started; use SC TO-T/I for the launch, SC TO-T/I/A for updates, SC 14D9-C/SC 14D9 for the target side, SC 13E3 for going-private fairness disclosure, Form 425 for registered-securities deal communications, and 8-K Item 8.01 for the broader event-driven press-release stream.

Who Uses This Dataset

SC TO-C captures the earliest public written communication about a tender offer, filed before the offer formally commences. A small set of professional users anchor their workflows on the cover Schedule TO page, the EX-99.1 press release or presentation, the filer-role and subject-company tags, and the filing timestamp.

M&A arbitrageurs and event-driven funds

Risk-arb and event-driven desks read SC TO-C the moment it hits EDGAR to extract the first stated deal economics: cash price, exchange ratio, CVRs, minimum tender condition, financing source, and regulatory conditions. They parse EX-99.1 for headline premium and structure, then size positions and set spread targets against the live quote. The filing timestamp is the authoritative anchor for entry levels and reconciliation against intraday news.

M&A bankers and corporate development

Coverage bankers and in-house corp dev teams use SC TO-C as a precedent library. They pull cover pages and EX-99.1 communications to benchmark premia, one-step vs. two-step structures, top-up options, tender thresholds, and strategic-rationale language. Outputs feed pitch books, structure recommendations, and defensible premium ranges for a contemplated bid.

M&A and securities lawyers

Deal counsel use the dataset as a drafting precedent set for pre-commencement communications. They study cautionary legends, Rule 14d-2(b) and 14e safe-harbor language, financing disclosures, "where to find it" boilerplate, forward-looking disclaimers, and filer-role coding on the cover page. Exhibits also show how prior counsel handled investor decks, employee FAQs, and customer letters filed alongside the announcement. Supports drafting, staff-comment response, and Reg 14D compliance review.

Sell-side risk-arb research and prime-brokerage strategy

Sell-side merger-arb analysts and prime-brokerage strategy desks publish spread tables and probability-weighted return notes for institutional clients. They use SC TO-C to confirm first written terms, extract bidder and target identities, and reconcile EX-99.1 language against the eventual SC TO-T. Filer CIK, subject-company CIK, and filing date stitch SC TO-C into a unified timeline with SC 14D9, SC TO-T, and related proxy filings.

Broker-dealer compliance, surveillance, and control room

Surveillance and control-room teams feed SC TO-C into insider-trading screens and information-barrier controls. The filing timestamp delineates pre- and post-announcement trading windows for lookbacks on employee, advisor, and client orders; subject-company and filer-role tags drive restricted-list updates and watchlist entity resolution.

Activist defense and target-side advisors

Proxy solicitors, takeover-defense counsel, and target financial advisors monitor SC TO-C to detect unsolicited bids and competing offers in live processes. They focus on the named bidder, offer price, structure, and any language signaling hostility, conditionality, or financing fragility. Feeds board briefings, defense-tactic recommendations, response press releases, and SC 14D9 drafting.

Academic and quantitative researchers

Corporate finance, microstructure, and law-and-economics researchers use SC TO-C as an event-study anchor. The timestamp supports announcement-return studies, premium distributions, and completion-probability models. EX-99.1 text supports NLP work on bidder rhetoric and hostile-vs-friendly framing; structured fields (filer CIK, subject CIK, date, form type) enable large-sample panels. Systematic merger-arb quants use the same fields to train deal-completion and time-to-close models.

Financial journalists and competitive intelligence

Deal reporters and corporate competitive-intelligence analysts use SC TO-C as the source of record for breaking and historical tender activity. Journalists quote EX-99.1 verbatim, verify timing, and identify named advisors and financing sources. CI teams mine filer-role and subject-company tags to track when peers, suppliers, or targets come into play and to build sector-level deal-flow dashboards.

Across these roles, the same fields do the work: cover-page filer identity and role, subject-company tag, filing timestamp, and the EX-99.1 communication text. Arbitrageurs trade the spread, bankers benchmark structure, lawyers draft and police disclosure, sell-side research packages the situation, compliance polices trading around the announcement, defense advisors respond for targets, researchers study the events at scale, and journalists and CI teams report and contextualize them.

Specific Use Cases

Concrete workflows built on the SC TO-C corpus, anchored on the cover page, EX-99.x exhibits, filer-role tags, and filedAt timestamp.

• Live merger-arb spread sizing on announcement. Stream new accessions, parse EX-99.1 for cash price per share, CVR mechanics, minimum tender condition, financing source, and regulatory closing conditions (HSR, CFIUS, foreign antitrust), and pair the (Subject) entity's tickers with the offeror identity from the (Filed by) entry. Output is an arb book row with offer price, implied premium versus pre-announcement close, and a spread target keyed to the filedAt timestamp.

• Tender-premium and structure precedent library for bankers. Filter records where entities[] shows a third-party (Filed by) plus a (Subject), extract cash-per-share and aggregate equity value from EX-99.1, and join to the target's prior-day market cap. Output is a queryable premium table sliced by SIC (e.g., 2834 Pharmaceutical Preparations), deal size, and CVR presence, used to defend premium ranges in pitch books and fairness presentations.

• Pre-commencement drafting precedent set for deal counsel. Cluster EX-99.x exhibits by type (press release, employee FAQ, customer letter, LinkedIn or X screenshot, investor deck, transcript) and extract the cautionary legend, 14d-2(b) safe-harbor language, "where to find it" boilerplate, and forward-looking disclaimers. Output is a redline-ready clause library tagged by filing-agent fingerprint (tm########d#, d#####d, ny#######x#) and counsel block from the cover's "copies to" section.

• Restricted-list and information-barrier updates for compliance. Trigger on each new SC TO-C accession, resolve the (Subject) CIK and tickers plus all (Filed by) CIKs and group members, and push them onto restricted and watch lists with the filedAt time as the cutoff. Output drives surveillance lookbacks of employee, advisor, and client orders in the subject security across the pre-announcement window.

• Issuer self-tender vs. third-party deal classifier. Detect the 8-K-styled subtype by checking whether the same legal entity carries both (Filed by) and (Subject) suffixes and whether the cover document contains the Rule 13e-4(c) checkbox language; route issuer self-tenders to a buyback-tracking pipeline (share quantity, price as percentage of NAV or fixed dollar amount, expiration) and third-party deals to an M&A pipeline. Output is two cleanly separated event streams from a single form type.

• Paired bidder-target communication timelines. Join SC TO-C records to same-date SC 14D9-C filings on (Subject) CIK to reconstruct pre-launch dialogue, and forward-link to the eventual SC TO-T or SC TO-I via subject CIK and offer-price match. Output is a deal-level timeline (SC TO-C run-up, SC TO-T/I launch, SC TO-T/I/A updates) used by sell-side arb research and by completion-probability models.

• Going-private and Rule 13e-3 monitoring. Filter covers that reference Rule 13e-3 on the Schedule TO front page to surface pre-commencement going-private communications, then extract affiliate and sponsor identities from entities[] and groupMembers. Output feeds activist-defense desks and academic samples of management-led and sponsor-led take-privates ahead of the substantive SC 13E3 fairness disclosure.

Dataset Access

The Form SC TO-C Files Dataset is accessible through three endpoints: a JSON index for metadata and container discovery, a full archive download, and per-container downloads. Filings span from 2000-01-01 onward and are packaged as monthly ZIP containers holding TXT, JSON, HTML, and PDF files.

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

Returns the dataset-level metadata (name, description, last updated timestamp, earliest sample date, total records, total size, covered form types, container format, file types) along with the full dataset download URL and the list of individual container files. Each container entry includes its key, size, record count, last updated timestamp, and a direct download URL. Poll this endpoint to detect which monthly containers changed in the most recent refresh and pull only those that were updated. This endpoint does not require an API key.

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          {
        

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            "datasetId": "1f13365b-9ae0-6934-89b0-e897fe4a55c9",
        

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

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            "name": "Form SC TO-C Files Dataset",
        

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            "updatedAt": "2026-05-06T02:51:05.142Z",
        

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            "earliestSampleDate": "2000-01-01",
        

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            "totalRecords": 12788,
        

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            "totalSize": 144776274,
        

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            "formTypes": ["SC TO-C"],
        

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            "containerFormat": "ZIP",
        

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

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            "containers": [
        

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              {
        

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

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

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                "size": 1382877,
        

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                "records": 38,
        

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                "updatedAt": "2026-05-06T02:51:05.142Z"
        

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              }
        

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            ]
        

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          }
        

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

Downloads the complete dataset as a single ZIP archive containing every monthly container. Use this for one-time bulk loads and local indexing. This endpoint requires an API key passed as the token query parameter.

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

Downloads one monthly container ZIP identified by its key (e.g. 2026/2026-05.zip) from the index response. Use this to fetch only newly updated months in incremental refresh workflows. This endpoint requires an API key passed as the token query parameter.

Frequently Asked Questions

What form does the Form SC TO-C Files Dataset cover?

The dataset covers Form SC TO-C, the cover designation for written pre-commencement communications about a tender offer filed under Rule 14d-2(b) (third-party tender offers), Rule 13e-4(c) (issuer or self-tender offers), or Rule 13e-3(c) (going-private transactions structured as tender offers). It is the only SEC filing that captures bidder-side written communications before a tender offer is formally commenced.

What does one record in the dataset represent?

One record is a single EDGAR submission whose form type is SC TO-C. Physically, a record is one folder named by the dash-stripped 18-digit accession number; it holds a metadata.json describing the filing plus every HTM document originally bundled under that accession — the SC TO-C cover and any EX-99.x exhibits such as press releases, investor decks, employee memos, customer letters, and social-media screenshots.

Who is required to file Form SC TO-C?

Filers are third-party bidders preparing to launch a tender offer, issuers conducting self-tenders, and affiliates or joint actors (parent companies, controlling shareholders, members of a Section 13(d) group, or financing parties) who authored or disseminated a pre-commencement written communication. Targets do not file SC TO-C; target-side pre-commencement communications are filed on SC 14D9-C under Rule 14d-9.

When must an SC TO-C be filed?

The trigger is event-driven, not periodic. Any written communication made by or on behalf of the bidder or issuer about a planned tender offer, before the offer formally commences, must be filed under cover of Schedule TO no later than the date of first use — the same calendar day the communication is published or disseminated. There is no materiality threshold; the communication itself is the trigger.

What time period does the dataset cover?

The dataset spans SC TO-C submissions to EDGAR from January 2000 to the present. Schedule TO and its pre-commencement variant took effect January 24, 2000 under Release No. 33-7760, replacing the prior Schedule 14D-1 / 13E-4 / 13E-3 regime, so no pre-2000 record set exists for this cover schedule.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP containers. File types found inside the containers are TXT, JSON, HTML, and PDF. Each accession folder contains the metadata.json plus the SC TO-C cover and EX-99.x exhibits as .htm files; image graphics and the complete submission .txt wrapper are not materialized into the folder but remain reachable via URLs in the metadata.

How does this dataset differ from the SC TO-T or SC TO-I datasets?

SC TO-T (third-party) and SC TO-I (issuer) are the formal filings that commence a tender offer and carry the full offer mechanics: price, conditions, financing, withdrawal rights, offer to purchase, letter of transmittal. SC TO-C is the pre-launch shadow — communication-driven, terms-free, and filed strictly before the offer formally commences. Once an offer is launched, new written communications are folded into SC TO-T/A or SC TO-I/A amendments rather than into fresh SC TO-C filings.