The Form SC TO-T Files Dataset is a complete corpus of third-party tender offer statements on Schedule TO and their amendments, filed with the SEC under Section 14(d)(1) of the Securities Exchange Act of 1934 and Rule 14d-100. Each record is one EDGAR submission — either an initial SC TO-T (third-party tender offer statement) or an SC TO-T/A (amendment) — identified by accession number and shipped as the verbatim documents the bidder filed, paired with a machine-readable metadata.json manifest. Filings originate with non-issuer bidders — operating-company acquirers, private equity sponsors and their acquisition vehicles, holding companies, hedge funds, foreign acquirers, and bidder consortia — and are filed on the date the tender offer commences, with prompt amendments for any material change in price, conditions, financing, expiration date, or final results. The dataset covers SC TO-T and SC TO-T/A filings from January 2000 (when Schedule TO replaced the legacy Schedule 14D-1) to present, distributed as monthly ZIP partitions of the form <YYYY>/<YYYY-MM>.zip containing HTML, PDF, and plain-text documents alongside the JSON manifest.
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This dataset captures every EDGAR submission whose form type is SC TO-T or SC TO-T/A — the third-party tender offer statement on Schedule TO and its amendments. Schedule TO is the disclosure schedule that a bidder must file with the SEC under Section 14(d)(1) of the Securities Exchange Act of 1934 and Rule 14d-100 when commencing a tender offer for a class of equity securities registered under Section 12 of the Exchange Act, where the bidder would beneficially own more than five percent of the class upon completion of the offer. The SC TO-T designation indicates that the filer is a third-party bidder rather than the issuer itself; issuer self-tenders use SC TO-I and are not included. A SC TO-T/A is an amendment to an earlier Schedule TO, filed promptly under Rule 14d-3(b) to disclose any material change in previously reported information — including changes in price, the number of shares sought, dealer-manager arrangements, financing, or the expiration date — and to report the final results of the offer.
Coverage begins in January 2000, the effective date of the SEC's consolidation of Schedules 14D-1 and 13E-4 into the unified Schedule TO under Regulation M-A, and continues to the most recent refresh. Records are distributed as monthly ZIP partitions organized as <YYYY>/<YYYY-MM>.zip. Inside each partition, every accession is a folder named after the accession number with dashes stripped (for example 000119312525272330), and each folder pairs a metadata.json manifest with the verbatim HTML, PDF, and plain-text documents the filer submitted to EDGAR. Image attachments and the EDGAR concatenated "complete submission" .txt are deliberately excluded but remain enumerated in the manifest so the omissions are auditable.
A single record is one complete EDGAR submission of a third-party tender offer statement on Schedule TO (form type SC TO-T) or an amendment to a previously filed Schedule TO (form type SC TO-T/A), identified by its EDGAR accession number. Physically, the record is one folder named after the accession number with dashes stripped (for example 000119312525272330), shipped inside a monthly ZIP partition organized as <YYYY>/<YYYY-MM>.zip. Each folder contains one metadata.json manifest plus the full set of HTML, PDF, and text documents that the filer originally submitted to EDGAR for that accession, with image attachments and the EDGAR concatenated submission file deliberately excluded. The record therefore couples a structured manifest with a faithful copy of the filing payload, so the unit of analysis is simultaneously a regulatory event (one tender offer or one amendment to it) and a verbatim copy of the corresponding SEC submission.
The schedule itself is a relatively compact cover document organized around the numbered Items mandated by Rule 14d-100 and General Instruction F to Schedule TO, with most of the substantive disclosure delivered through cross-referenced exhibits — chiefly the Offer to Purchase, the Letter of Transmittal, and the deal-related agreements. The cover identifies the subject company, the filing persons, the class and CUSIP of the targeted securities, the aggregate transaction valuation, and the filing fee; the exhibits carry the narrative offer terms, the transmittal mechanics, the financing and contractual agreements, the financial statements when required, and (since the SEC's inline-XBRL fee mandate phased in) the structured filing-fee exhibit.
Every accession folder follows a two-layer pattern. The top layer is the metadata.json manifest. The second layer is the sequence of document files, predominantly .htm with occasional .pdf or .txt, whose names are assigned by the filing agent (for example a Donnelley Financial prefix such as d67752 combined with a suffix like dsctot, dex99a1a, dex99a1b, or dexfilingfees). Images referenced by the submission (.jpg, .gif, .png) are omitted from the dataset, and the EDGAR concatenated "complete submission" .txt is also not shipped; both remain enumerated in metadata.json.documentFormatFiles[] so the omissions are auditable against EDGAR. The inline-XBRL filing-fee sidecar XML (*_htm.xml) that EDGAR generates from the fee exhibit is similarly absent from the folder but listed in metadata.json.dataFiles[].
The document mix inside a record varies sharply by form type:
SC TO-T record typically ships the Schedule TO cover document (file name ending in sctot.htm) plus a stack of seven to ten exhibits covering the full offer package: an EX-99.(A)(1)(A) Offer to Purchase, an EX-99.(A)(1)(B) Letter of Transmittal, an EX-99.(A)(1)(C) Notice of Guaranteed Delivery, an EX-99.(A)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, an EX-99.(A)(1)(E) Letter to Clients, optional EX-99.(A)(5) summary advertisements or press releases, optional EX-99.(D) deal exhibits such as the merger agreement, tender-and-support agreements, and confidentiality agreements, and an EX-FILING FEES inline-XBRL fee exhibit.SC TO-T/A amendment record is frequently minimal — a single sctota.htm cover page that incorporates the original exhibits by reference and narrates only the changed Items. Substantive amendments (price increases, extensions, results announcements) re-file the affected exhibits but rarely the entire offer package.The .htm files in each record are not bare HTML pages. Every document is wrapped in the EDGAR SGML <DOCUMENT> header that EDGAR uses inside the concatenated submission text, with the HTML body nested inside <TEXT>...</TEXT>. A typical wrapper looks like:
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<DOCUMENT>
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<TYPE>SC TO-T
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<SEQUENCE>1
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<FILENAME>d67752dsctot.htm
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<DESCRIPTION>SC TO-T
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<TEXT>
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<HTML><HEAD><TITLE>SC TO-T</TITLE></HEAD>
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<BODY> ... full HTML of the Schedule TO cover (filer / subject company / CUSIP / item responses / exhibit list) ... </BODY>
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</HTML>
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</TEXT>
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</DOCUMENT>
The <TYPE> line carries the canonical EDGAR document-type label (SC TO-T, EX-99.(A)(1)(A), EX-99.(D)(4), EX-FILING FEES, and similar values), <SEQUENCE> reproduces the document's position within the submission, <FILENAME> mirrors the on-disk file name, and <DESCRIPTION> carries the filer-supplied human-readable label. The body itself is presentation HTML — tagged paragraphs, tables, fonts, page-break markers — produced by the filing agent's word-processor export.
The exception is the EX-FILING FEES exhibit, which is a clean XHTML file carrying embedded inline XBRL using the ffd: (Filing Fees) and dei: taxonomies. Facts tagged inside that exhibit include ffd:FormTp, ffd:SubmissnTp, ffd:FeeExhibitTp, ffd:TxValtn (transaction valuation), ffd:FeeRate, ffd:FeeAmt, dei:EntityCentralIndexKey, and dei:EntityRegistrantName, with the schema currently anchored at https://xbrl.sec.gov/ffd/2025/ffd-2025.xsd.
metadata.json field-by-fieldThe manifest is the only intentional structured file in the record and is the authoritative join key back to EDGAR. Its top-level fields are:
formType — SC TO-T or SC TO-T/A.accessionNo — the 20-character dashed EDGAR accession number (for example 0001193125-25-272330).filedAt — ISO-8601 timestamp with timezone of acceptance by EDGAR.description — the form description string from the EDGAR submission header.linkToFilingDetails — URL of the primary Schedule TO document on EDGAR.linkToTxt — URL of the SGML "complete submission" .txt on EDGAR.linkToHtml — URL of the EDGAR filing-index page for the accession.linkToXbrl — usually empty for SC TO-T because XBRL data lives inline within the fee exhibit, not as a standalone financial-report instance.documentFormatFiles[] — one entry per primary document in the submission, each carrying sequence, size (bytes, encoded as string), documentUrl, description, and type (SC TO-T, EX-99.(A)(1)(A), EX-FILING FEES, GRAPHIC, and similar). The array enumerates every document EDGAR lists, including those intentionally not shipped in the ZIP (graphics, the complete-submission .txt), which makes the manifest the canonical reconciliation surface against EDGAR.dataFiles[] — supplemental machine-readable artifacts; for SC TO-T this is typically a single extracted XBRL instance derived from the filing-fee exhibit (*_htm.xml).entities[] — one object per filer or subject, with cik, companyName (suffixed (Filed by) for bidders and (Subject) for the target), type (mirrors the form type), fiscalYearEnd, stateOfIncorporation, irsNo, act (typically 34), fileNo (the 005-* Schedule 13/14 file number attached to the subject company), filmNo, sic (numeric code plus text label), and tickers[] where available.groupMembers[] — populated only when the Schedule TO designates additional "filing persons" beyond the primary bidder, common when a parent corporation files alongside its wholly-owned acquisition subsidiary.seriesAndClassesContractsInformation[] — an EDGAR header field that is present but empty for tender-offer filings.id — an opaque 32-character hash uniquely identifying the record inside this dataset.The Schedule TO cover document is short — typically a few pages of structured prose — and is organized into a fixed sequence of items defined by Rule 14d-100. Each item is normally answered by a brief paragraph that incorporates the relevant section of the Offer to Purchase by reference. The ordering is:
Exhibits are the substantive heart of a Schedule TO and dominate the byte volume of an initial filing. They follow the numbering set out in Item 12 / General Instruction F:
A record includes the verbatim text and HTML of the Schedule TO cover, every exhibit submitted by the filer in HTML, PDF, or plain-text form, and the inline-XBRL filing-fee exhibit when present. The metadata.json adds machine-readable filer and subject-company identification, document-type labels, byte sizes, and EDGAR linkage. The SGML <DOCUMENT> wrappers preserve the original EDGAR submission semantics — document type, sequence, filename, and description — so the original document boundaries inside the submission remain reconstructable.
Image files (.jpg, .gif, .png) that the filer embedded or referenced are intentionally omitted, as is the concatenated .txt "complete submission" bundle that EDGAR generates by stitching every document into a single SGML stream; both remain enumerated in metadata.json.documentFormatFiles[] so the omission is auditable. The auto-generated inline-XBRL sidecar XML (*_htm.xml) is not shipped on disk but is listed in metadata.json.dataFiles[]. The Schedule 14D-9 solicitation/recommendation statement that the target company files in response to the tender offer is a separate filing under its own accession number and is not part of this dataset; the same holds for related Schedule 13D, Schedule 13G, and Form S-4 filings that may accompany a tender offer's broader transaction.
The Schedule TO regime has been stable since the SEC's 1999 consolidation of Schedules 14D-1 and 13E-4 into the unified Schedule TO under Regulation M-A, which took effect January 2000 — coincident with the dataset's earliest coverage. The thirteen-item structure of Rule 14d-100 has remained substantially unchanged since then. The most material content evolution affecting record anatomy concerns the filing-fee disclosure:
ffd: taxonomy and presented as a separate EX-FILING FEES exhibit. The mandate phased in across 2022 through mid-2024 by filer category, after which essentially all SC TO-T submissions include the structured fee exhibit. Records from before that phase-in lack any EX-FILING FEES document and instead carry the legacy fee table inline on the cover.Other regulation-driven changes have been incremental — for example, expanded disclosure of identity and background information for filing persons under amendments to Rule 14d-100, and tightening of "best-price rule" disclosures around employment compensation arrangements (Rule 14d-10(d)) in 2006 — but none materially altered the item-level structure of the cover document.
The coverage window starts in January 2000, postdating both the EDGAR transition to HTML-acceptable filings (1999) and the early-1990s ASCII era, so the dominant body format throughout is HTML wrapped in SGML <DOCUMENT> headers. Early-2000s records are more likely to ship plain-text exhibits and simpler HTML; from roughly the mid-2000s onward, filing agents produce richly formatted HTML with embedded tables, page-break markers, and font styling. PDF attachments appear when filers submit graphics-heavy ancillary materials. The inline-XBRL filing-fee exhibit is the only structured data layer in the record and exists only for filings made after the 2022-2024 phase-in.
Several anatomy nuances matter for downstream interpretation and machine extraction:
SC TO-T/A record that ships only a single short cover document is the norm rather than a defect; the original exhibits remain authoritative under the cross-reference, and the amendment text identifies only the items being changed. To reconstruct the full state of an offer at any point in time, the initial SC TO-T and the chain of SC TO-T/A amendments must be read together by subject-company accession lineage. The Schedule 14D file number (fileNo of the target, typically 005-*) is stable across the chain and is the most reliable join key.metadata.json.entities[] and groupMembers[] together carry the full filing-person list; the (Filed by) and (Subject) suffixes on companyName disambiguate the bidder side from the target side.type strings on exhibits track Item 12's lettered numbering exactly (EX-99.(A)(1)(A), EX-99.(D)(2)), while the same logical exhibit can carry slightly different description strings across records depending on filer labeling habits; the type field is therefore the more reliable join key..htm files as pure HTML will encounter <DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, and <TEXT> lines before the <HTML> tag. These are EDGAR header lines, not malformed HTML, and should be stripped or routed to a separate metadata channel before HTML parsing.EX-FILING FEES exhibit (ffd:TxValtn, ffd:FeeRate, ffd:FeeAmt), not the textual cover. The taxonomy version (currently xbrl.sec.gov/ffd/2025/ffd-2025.xsd) advances annually and must be respected when validating instance documents.d67752, d944241, or dp238125 on file names are filing-agent-internal job identifiers (Donnelley Financial, Davis Polk) and carry no regulatory meaning; the EDGAR type and description fields in the manifest are the correct semantic labels.EX-99.(C) and EX-99.(F) exhibits. Treating Item 13 as binary "populated vs. Not Applicable" is the simplest way to flag these hybrid filings.The filer is the bidder, defined in Rule 14d-1(g)(2) as any person making a tender offer, or on whose behalf one is made, other than the issuer of the target securities. The "T" cover designation marks the offering party as external to the target company. Issuer self-tenders use Schedule TO-I and are not in this dataset.
Typical SC TO-T filers include:
In sponsor-backed deals, the nominal filer is usually the acquisition subsidiary, with the sponsor parent and equity co-investors named as additional reporting persons on the same Schedule TO. All named bidders sign the form, and General Instruction C requires identification of the bidder's controlling persons, directors, and executive officers.
The obligation arises under Section 14(d)(1) of the Exchange Act and Regulation 14D (Rules 14d-1 through 14d-11). Schedule TO is codified at Rule 14d-100; the "TO-T" box signals filing pursuant to Rule 14d-3 (third-party offers), as distinct from Rule 13e-4 (issuer offers).
An SC TO-T filing is required when a non-issuer bidder commences a third-party tender offer for a class of equity securities registered under Section 12 of the Exchange Act, and the bidder would beneficially own more than five percent of the class upon consummation. Beneficial ownership follows Rule 13d-3 and includes securities the bidder may acquire within sixty days, aggregated across any Section 13(d) group.
Under Rule 14d-3(a), the initial Schedule TO must be filed with the SEC on the date of commencement and delivered the same day to the subject company, any other bidders for the same class, and each exchange where the class is listed (or FINRA for Nasdaq issues). Commencement, defined by Rule 14d-2, generally occurs when the bidder first publishes, sends, or gives the means to tender. Earlier written communications may be filed on Schedule TO with the "pre-commencement" box checked, producing an SC TO-T record before the offer formally begins.
Rule 14d-3(b) requires prompt amendment for any material change to previously disclosed information. Common triggers:
The amendment chain typically ends with a final SC TO-T/A reporting the tender results (shares tendered and accepted, proration, satisfied conditions) or, if the offer is abandoned, the termination.
Under Rule 14e-1(a), the offer must remain open at least twenty business days from commencement. Increases or decreases in consideration, securities sought, or dealer fees require at least ten additional business days open from the change (Rule 14e-1(b)). These rules drive the cadence of SC TO-T/A amendments.
SC TO-T sits inside the Section 14(d) tender-offer regime on Schedule TO (Rule 14d-100). The closest adjacent records are the other Schedule TO variant, the target's response, the pre-2000 predecessor schedules, the going-private overlay, beneficial-ownership reports, exchange-offer registration statements, and merger proxies that represent the alternative deal path.
Same Schedule TO form, but filed by the issuer under Rule 13e-4 instead of by a third-party bidder under Section 14(d)(1). Item structure is largely identical (terms, source of funds, purpose, financials), so content looks similar on the surface. The substantive split is economic: SC TO-I covers buybacks, Dutch auctions, odd-lot programs, and defensive or going-private self-tenders, with no external acquirer. SC TO-T covers acquisition bids with a change-of-control dimension. Not interchangeable despite the shared schedule. See the SC TO-I dataset for the issuer-side population.
The mandatory subject-company recommendation under Rule 14d-9, filed within ten business days of a third-party offer's commencement. SC TO-T is the bidder's side (terms, funding, conditions); SC 14D9 is the target board's side (recommendation, reasoning, fairness analyses, defensive measures). The two describe the same transaction from opposite seats and join naturally on subject-company CIK and offer dates. SC 14D9 is not part of this dataset; both-sides analysis requires a separate SC 14D9 dataset source. SC 14D9/A mirrors SC TO-T/A on the target side.
Direct regulatory predecessor to SC TO-T. Third-party bidders filed 14D-1 until the SEC's 2000 reforms (Release 33-7760) consolidated bidder and issuer tender disclosure into Schedule TO. SC TO-T begins January 2000, so any pre-2000 third-party tender activity must be retrieved from 14D-1 separately, with item-numbering reconciled across the break.
The historical analog of SC TO-I, not SC TO-T. Mentioned only because longitudinal tender-offer studies that span the pre-2000 period bridge 14D-1 to SC TO-T on the bidder side in parallel with SC 13E4 to SC TO-I on the issuer side. Out of scope for this dataset. The corresponding rulebook entry is Schedule 13E-4.
Required under Rule 13e-3 when an issuer or affiliate engages in a transaction reasonably likely to take the company private (e.g., management buyouts, controlling-shareholder acquirers). Affiliated third-party bidders typically file a combined SC TO-T/13E-3. This dataset captures the Schedule TO portion of those combined filings; the distinct 13E-3 fairness disclosure (Item 1014 of Regulation M-A — reasons and fairness of the transaction) lives under its own form type. Use SC 13E-3 specifically for going-private fairness analysis.
Triggered under Section 13(d) by crossing 5 percent beneficial ownership, not by making an offer. Overlap is at the filer level: many third-party bidders hold a pre-existing 13D position. 13D/13G are ownership-and-intent reports centered on a holdings table; SC TO-T is a transactional document with offer terms, conditions, funding, and mechanics. Complementary rather than substitutable — 13D shows the accumulation path, SC TO-T documents the offer itself.
Required when the consideration is registered securities of the bidder (S-4 for domestic, F-4 for foreign private issuers). S-4/F-4 is the Securities Act prospectus side: risk factors, pro formas, descriptions of bidder and target, and any back-end merger agreement. SC TO-T is the Exchange Act tender-mechanics side. Cash deals produce SC TO-T alone; stock-for-stock deals produce both. Join on the same transaction when studying exchange offers.
The principal alternative to the tender-offer path. One-step statutory mergers requiring a target shareholder vote run through PREM14A (preliminary) and DEFM14A (definitive), which carry the merger agreement, fairness opinions, deal background, and voting mechanics — but no open offer period or pro rata acceptance. Two-step deals often begin with SC TO-T and close with a short-form merger documented separately. SC TO-T and DEFM14A/PREM14A are parallel disclosure channels for different deal structures, not substitutes.
DFAN14A is non-management proxy solicitation material, the standard vehicle for proxy contests and hostile-deal communications. It can run alongside an SC TO-T when a bidder pairs a hostile offer with a board-replacement campaign, but it is solicitation material, not a tender-offer statement. SC 14F1 is the Rule 14f-1 information statement triggered when a majority of directors will change outside a shareholder meeting — typically the closing-side mechanic after a successful third-party tender. Both are event-specific companions to SC TO-T, narrower than the offer document itself.
SC TO-T is defined narrowly: Section 14(d)(1) tender offers by non-issuer bidders, filed on Schedule TO with the third-party designation, from January 2000 onward. It is not a buyback record (SC TO-I), not the target's response (SC 14D9), not the going-private fairness analysis (SC 13E-3, though it may co-file), not an ownership report (13D/13G), not the registration of stock consideration (S-4/F-4), and not the one-step merger path (DEFM14A/PREM14A). For a full transaction reconstruction, SC TO-T is the anchor around which SC 14D9, optional SC 13E-3, optional S-4/F-4, and post-closing SC 14F1 are organized — and supplemented by Schedule 14D-1 for pre-2000 coverage. Within that boundary, it is the authoritative source for the bidder's terms, funding, conditions, and rationale.
Schedule TO-T is the primary disclosure for third-party tender offers, and each user group reads a different slice of the record: Item 3 (bidder identity and group structure), Item 4 (offer mechanics and conditions), Item 7 (financing), Item 11 (regulatory matters), the offer-to-purchase exhibit, and the SC TO-T/A amendment chain that captures price bumps, extensions, waivers, and final results.
The most active real-time consumers. They pull offer price, minimum tender condition, financing certainty, and expiration from the initial filing, then track every amendment for tender counts, price bumps, condition waivers, and competing bids. The historical corpus calibrates deal-break probabilities, time-to-close distributions, and arb-spread backtests. Quant teams within the same funds convert the amendment timeline into features for survival models predicting completion probability and close date conditional on bidder type, financing, and initial premium.
Coverage bankers and dedicated tender-offer teams use the corpus as a precedent library for offer structuring and fairness-opinion support. Focus on Item 4 (consideration, minimum tender, top-up options, subsequent offering periods, Section 251(h) back-end conditions), the offer-to-purchase exhibit, and the amendment chain for premium escalation patterns. The EX-FILING FEES table provides a clean aggregate offer value for league-table and precedent decks.
Outside counsel drafting bidder or target documents benchmark conditions language against the corpus: MAC definitions, regulatory carve-outs, financing conditions, minimum-tender thresholds, and two-step structures under Section 251(h) DGCL. Primary sources are the offer-to-purchase exhibit, letter of transmittal, dealer-manager agreement, and the Item 4 conditions section. Disclosure counsel compare risk-factor and litigation-disclosure conventions across recent third-party tenders.
Defense bankers and counsel advising targets of unsolicited offers study historical hostile TO-T filings for opening premiums, escalation paths across amendments, walk-away conditions language, and launch-to-result duration. Item 3 bidder background, group-member structure, and prior contacts with the target drive credibility and persistence assessments. Paired Schedule 14D-9 responses benchmark recommendation language.
In-house corp dev planning a tender bid and PE sponsors structuring take-privates use Item 7 (sources and amount of funds, commitment letters, limited guarantees, reverse termination fees) and Item 5 (past contacts and negotiations) to benchmark financing structures, diligence narratives, and synergy rationales. Sponsors also study rollover-equity disclosures, top-up mechanics, and back-end merger structures used by other financial buyers. The amendment chain shows how sponsor-led tenders extend while regulatory and financing conditions are resolved.
Firms running tender-offer mechanics use the cover page (which names the information agent and depositary), the letter of transmittal, and notice-of-guaranteed-delivery exhibits to track mandates and calibrate solicitation strategy. Tender-count disclosures in SC TO-T/A amendments build benchmarks for early-tender behavior across deal sizes.
Broker-dealer compliance, exchange surveillance, and regulatory affairs staff monitor tender activity for Regulation 14D and Regulation 14E compliance, including the all-holders and best-price rules and the prohibition on outside purchases. Item 3 bidder identity, group disclosures, securities sought, and Item 11 drive checklist work and internal training material.
Teams that track control-seeking behavior match SC TO-T Item 3 bidder backgrounds and group structures against prior Schedule 13D and Form 4 records to reconstruct the accumulation-to-bid timeline. This feeds surveillance products that flag escalation from passive stakes to control bids.
Credit researchers and LBO modelers covering tender-financed buyouts use Item 7 and financing exhibits to identify bridge facilities, senior-secured tranches, and equity commitment structures, then cross-reference subsequent registration statements and bond prospectuses to track syndicated terms. Supports credit-spread work and default studies on highly leveraged take-privates.
Researchers studying takeover premiums, hostile-bid dynamics, completion outcomes, and antitakeover statutes use the full 2000-forward corpus. Structured fields (offer price, bidder, target, premium, conditions, financing source) plus the amendment time series support empirical work on tender-offer outcomes, bidder competition, and the SEC's 14D/14E framework, including best-price-rule enforcement and Section 251(h).
Deal reporters verify terms, conditions, and bidder identity at the moment of filing and track amendments for price bumps, extensions, or terminations. Commercial M&A and league-table vendors ingest the corpus to populate bidder, target, offer value (from EX-FILING FEES), launch and expiration dates, financing source, and final outcome from the terminal amendment.
Teams building deal-intelligence and legal AI systems index the offer-to-purchase exhibit, conditions sections, and amendment chains to support clause extraction, precedent search, and tender-offer QA. Form type, filer identity, filing date, and accession number anchor the retrieval layer.
Concrete workflows the SC TO-T corpus supports, grounded in the specific items, exhibits, and amendment structure of Schedule TO filings.
Pull offer price, expiration date, minimum tender condition, and the full conditions list from Item 4 of the initial SC TO-T, then walk the SC TO-T/A chain (joined on the subject company's 005-* Schedule 14D file number) to capture price bumps, extensions, condition waivers, and final tender results. The resulting per-deal event timeline feeds arb-spread backtests and survival models that estimate completion probability and time-to-close conditional on initial premium, bidder type, and Item 7 financing source.
For filings made after the 2022-2024 phase-in, parse the inline-XBRL facts in the EX-FILING FEES exhibit (ffd:TxValtn, ffd:FeeRate, ffd:FeeAmt, dei:EntityCentralIndexKey) to obtain a clean, machine-readable aggregate offer value per accession. This drives M&A league tables, precedent-deck headline statistics, and cross-period comparisons without scraping the textual cover-page fee tables that legacy filings use.
Extract Item 7 source-and-amount disclosures together with the EX-99.(B) loan agreements and EX-99.(D) equity commitment letters, limited guarantees, and reverse termination fee provisions. PE deal teams and LBO credit analysts use this slice to benchmark bridge-to-secured takeout structures, sponsor equity check sizes, and financing-out language across comparable take-privates, then cross-reference subsequent S-4 registration statements and bond prospectuses to track the syndicated terms.
Index the conditions section of the EX-99.(A)(1)(A) Offer to Purchase together with the Item 4 cover-page response to compare minimum-tender thresholds, MAC carve-outs, regulatory-approval triggers, Section 251(h) back-end conditions, and top-up option mechanics. Outside counsel pull near-neighbor precedents by industry, deal size, and bidder type when drafting bidder or target documents; the same index supports clause-extraction and precedent-search features in deal-intelligence LLM systems.
Filter to contested third-party tenders and reconstruct the launch-to-result trajectory from the initial SC TO-T plus every SC TO-T/A: opening premium, premium bumps across amendments, extension cadence, walk-away condition waivers, and Item 3 bidder background including prior five-year history and Item 5 past contacts. Defense bankers use these escalation paths to advise targets of unsolicited bids and to calibrate negotiation timing.
Match metadata.json.entities[] and groupMembers[] from SC TO-T against the same bidder's prior Schedule 13D filings and Form 4 transactions for the subject CIK. The combined sequence reveals when a control-seeking holder crossed 5 percent, added on the open market, and pivoted to a formal offer, which feeds activist-surveillance products and event-study work on toehold-to-bid dynamics.
Flag accessions where Item 13 of the Schedule TO cover is populated (rather than marked "Not Applicable") and where additional EX-99.(C) reports or opinions and EX-99.(F) appraisal-rights exhibits appear. This isolates combined SC TO-T / Schedule 13E-3 filings for fairness-opinion analysis, affiliate-buyer studies, and Rule 13e-3 disclosure benchmarking without manually screening every tender offer.
The Form SC TO-T Files dataset can be accessed in three ways: through a JSON index API that returns dataset metadata and container listings, as a single archive containing the full dataset, or as individual container files for incremental downloads.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc-tot-files.json
Returns metadata describing the dataset and the list of available container files. The response includes the dataset name, description, last updated timestamp, earliest sample date, total record count, total size in bytes, form types covered, container format, and content file types. Each container entry provides its download URL, key, size, record count, and updated timestamp. Use this endpoint to monitor which containers have been refreshed in recent runs and to decide which containers to download on a day-by-day basis. This endpoint does not require an API key.
Example response:
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{
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"datasetId": "1f13365b-9ae0-690f-94a6-4fb66eec9c64",
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"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-sc-tot-files.zip",
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"name": "Form SC TO-T Files Dataset",
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"updatedAt": "2026-05-08T02:54:22.270Z",
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"earliestSampleDate": "2000-01-01",
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"totalRecords": 48871,
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"totalSize": 634957957,
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"formTypes": ["SC TO-T", "SC TO-T/A"],
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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-tot-files/2026/2026-03.zip",
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"key": "2026/2026-03.zip",
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"size": 13818783,
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"records": 154,
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"updatedAt": "2026-05-08T02:54:22.270Z"
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}
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]
21
}
Download Entire Dataset: https://api.sec-api.io/datasets/form-sc-tot-files.zip?token=YOUR_API_KEY
Downloads the complete dataset as a single ZIP archive containing all SC TO-T and SC TO-T/A filings from January 2000 to the most recent refresh. This endpoint requires an API key.
Download Single Container: https://api.sec-api.io/datasets/form-sc-tot-files/2026/2026-03.zip?token=YOUR_API_KEY
Downloads one monthly container archive instead of the full dataset. Use the container keys from the index JSON API to construct these URLs and retrieve only the periods you need. This endpoint requires an API key.
The dataset covers two EDGAR form types: SC TO-T (the initial third-party tender offer statement on Schedule TO) and SC TO-T/A (amendments to a previously filed Schedule TO). Both are filed by non-issuer bidders under Section 14(d)(1) of the Securities Exchange Act of 1934 and Rule 14d-100. Issuer self-tenders on SC TO-I and the target's response on SC 14D9 are separate filing populations and are not included.
One record is one complete EDGAR submission of a Schedule TO filing or amendment, identified by accession number. Physically it is a folder named after the accession number with dashes stripped, containing a metadata.json manifest plus the verbatim HTML, PDF, and text documents that the bidder submitted to EDGAR — the Schedule TO cover and its exhibits, including the Offer to Purchase, Letter of Transmittal, deal agreements, and the inline-XBRL filing-fee exhibit when present.
The filer is the bidder — any person, other than the issuer of the target securities, making a tender offer for a class of equity securities registered under Section 12 of the Exchange Act where the bidder would beneficially own more than five percent of the class upon completion. Typical filers include operating companies pursuing acquisitions, private equity sponsors and their acquisition vehicles, holding companies, controlling shareholders, hedge funds, foreign acquirers, and bidder consortia filing jointly as a Section 13(d)(3) group.
Under Rule 14d-3(a) the initial Schedule TO must be filed with the SEC on the date the tender offer commences and delivered the same day to the subject company, any competing bidders, and each listing exchange (or FINRA for Nasdaq issues). Rule 14d-3(b) then requires prompt amendments on Schedule TO-T/A for any material change — price increases or decreases, changes in the number of securities sought, expiration extensions, modifications to financing or conditions, waivers, regulatory developments, and final tender results.
Coverage begins January 2000, the effective date of the SEC's consolidation of Schedules 14D-1 and 13E-4 into the unified Schedule TO under Regulation M-A, and continues to the most recent refresh. Pre-2000 third-party tender offers appear on EDGAR as SC 14D1 / SC 14D1/A and are outside the scope of this dataset.
Each accession folder contains a metadata.json manifest plus the document files the filer submitted to EDGAR — predominantly .htm (each wrapped in an EDGAR SGML <DOCUMENT> header), with occasional .pdf and .txt exhibits. Image files (.jpg, .gif, .png) and the EDGAR concatenated "complete submission" .txt are excluded but remain enumerated in metadata.json.documentFormatFiles[] for auditability. The inline-XBRL filing-fee exhibit, when present, is a clean XHTML file using the ffd: (Filing Fees) and dei: taxonomies.
SC TO-T, SC TO-I, and SC 14D9 are three distinct slices of the tender-offer regime. SC TO-T captures third-party bidders' tender offer statements under Section 14(d)(1) and Rule 14d-3. SC TO-I uses the same Schedule TO form but is filed by the issuer itself under Rule 13e-4 for buybacks, Dutch auctions, and self-tenders — no external acquirer. SC 14D9 is the target board's mandatory recommendation statement in response to a third-party offer, filed within ten business days under Rule 14d-9. Only SC TO-T and SC TO-T/A are in this dataset.