Form SC13E4F Files Dataset

The Form SC13E4F Files Dataset is a structured collection of issuer tender offer statements filed on EDGAR by Canadian foreign private issuers under the U.S.-Canada Multijurisdictional Disclosure System (MJDS). Each record is a single EDGAR accession — either an original Schedule 13E-4F (SC13E4F) or one of its amendments (SC13E4F/A) — reproduced as the issuer filed it and paired with a structured metadata.json sidecar. The underlying schedule is filed under Section 13(e)(1) of the Securities Exchange Act of 1934 and Rule 13e-4 thereunder, and is reserved for Canadian-organized issuers conducting cash tender or exchange offers for their own outstanding securities where less than 40 percent of the affected class is held by U.S. holders. The dataset covers SC13E4F and SC13E4F/A submissions from January 2002 to the present, distributed as monthly ZIP containers keyed YYYY/YYYY-MM.zip.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset packages every Schedule 13E-4F and Schedule 13E-4F/A filing accepted by EDGAR from 2002-01-01 forward. Schedule 13E-4F is the issuer-bid limb of the U.S.-Canada Multijurisdictional Disclosure System: rather than re-disclosing the offer under U.S. tender-offer rules, the Canadian issuer files in the United States by reference to its home-jurisdiction issuer-bid documents — Offer to Purchase, Issuer Bid Circular, Notice of Variation, Letter of Transmittal, Notice of Guaranteed Delivery, fairness opinions, dealer-manager and depositary agreements, and any related Canadian regulatory filings. SC13E4F/A is the amendment counterpart, used to extend deadlines, vary pricing or proration, report take-up and payment results, append press releases or notices of variation, or attach additional Canadian regulatory exhibits.

Records are realised on disk as accession-named folders containing exactly one metadata.json describing the submission and one or more as-filed documents from the EDGAR submission package, with image binaries omitted. The dataset is distributed as monthly ZIP containers (YYYY/YYYY-MM.zip), and the file types found in the dataset are TXT (legacy ASCII filings, kept inside the SGML wrapper), HTML/HTM (modern filings, also kept inside the SGML wrapper), and JSON (the per-accession metadata.json sidecar). The accession folder name is the 18-digit accession number with dashes removed (for example, accession 0001193125-24-001694 becomes folder 000119312524001694).

Content Structure of a Single Record

Container and folder layout

Records are packaged as YYYY/YYYY-MM.zip, one ZIP per calendar month. Inside each ZIP, every accession sits in its own folder. Each accession folder contains:

• exactly one metadata.json describing the submission, and
• one or more document files — typically .htm/.html for modern filings and .txt for early-2000s filings — each still encased in the EDGAR SGML <DOCUMENT> envelope as it was disseminated by EDGAR.

Image attachments referenced by the SGML index — logos, scanned exhibits, signature graphics delivered as .gif, .jpg, or .png — are deliberately excluded; everything else from the original submission is preserved.

Anatomy of metadata.json

metadata.json mirrors the EDGAR submission header and adds a small set of enrichment fields. The keys present on each record include:

• id — internal hexadecimal record identifier.
• accessionNo — canonical EDGAR accession number with dashes (e.g. 0001193125-24-001694).
• formType — either SC13E4F or SC13E4F/A.
• description — human-readable form description, suffixed with [Amend] for amendments (e.g. Form SC13E4F/A - Canadian Foreign Private Issuer tender offer statement.: [Amend]).
• filedAt — ISO 8601 timestamp with timezone offset capturing the EDGAR acceptance time.
• linkToFilingDetails, linkToTxt, linkToHtml, linkToXbrl — URLs to, respectively, the primary document, the full .txt submission bundle, the EDGAR -index.htm page, and any XBRL instance. Schedule 13E-4F is outside the iXBRL tagging mandate, so linkToXbrl is unpopulated.
• documentFormatFiles — one entry per attached document, with sequence (the SGML <SEQUENCE> ordinal, or a single space for the synthetic complete-submission record), type (the <TYPE> tag, e.g. SC13E4F/A, EX-99.(A)(1)(A), EX-99.(A)(5), EX-FILING FEES), description, documentUrl, and size (bytes, as a string).
• dataFiles — reserved for XBRL/financial-report supplementary files; not populated for this schedule.
• seriesAndClassesContractsInformation — investment-company series/class metadata; not applicable to issuer tender offers.
• entities — the parties listed on the EDGAR cover. For an issuer bid the same Canadian issuer typically appears twice, distinguished only by a role suffix appended to companyName ((Filed by) for the filer and (Subject) for the subject company). Entity fields include cik, companyName, type (the form type), act (34 for the Exchange Act, present on subject entities), fileNo (the SEC subject-company file number, e.g. 005-92085, present on subject entities), filmNo (the EDGAR film/document-control number assigned at acceptance), irsNo, fiscalYearEnd, stateOfIncorporation, sic (SIC code with description, e.g. 7372 Services-Prepackaged Software), and tickers (an array such as ["DCBO"] when known).

stateOfIncorporation carries an EDGAR two-character jurisdiction code. Because the schedule is restricted to Canadian issuers, the codes encountered map to Canadian provinces and territories under EDGAR's coding scheme — for example Z4 (Ontario), A1 (Alberta), A8 (British Columbia), Z3 (Quebec) — rather than to U.S. state codes; downstream code paths that assume two-letter U.S. states will mis-classify these.

SGML document wrapper

Each filing document inside the accession folder retains the as-disseminated EDGAR SGML envelope. A typical document looks like:

          1
          <DOCUMENT>
        

          2
          <TYPE>SC13E4F/A
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>d698342dsc13e4fa.htm
        

          5
          <DESCRIPTION>SC13E4F/A
        

          6
          <TEXT>
        

          7
          <HTML>... full HTML body ...</HTML>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

The leading SGML lines (<TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>) duplicate the structured fields surfaced in documentFormatFiles, and <TEXT> holds the actual filing body — HTML for modern filings, plain ASCII text for early-2000s filings. Consumers feeding the document to an HTML renderer must strip the SGML wrapper first; consumers indexing on text alone can ignore it.

Anatomy of the Schedule 13E-4F filing body

Inside the SGML envelope, a Schedule 13E-4F follows a stable skeleton dictated by Form 13E-4F's General Instructions and item structure:

• SEC cover page block. Centered headings reading "UNITED STATES SECURITIES AND EXCHANGE COMMISSION", "Washington, D.C. 20549", "SCHEDULE 13E-4F", and the statutory caption "Tender Offer Statement Pursuant to Section 13(e)(1) of the Exchange Act of 1934 and Rule 13e-4 thereunder", followed by the citation to Rule 13e-102. Amendments add a line such as "Amendment No. 2" beneath the schedule heading.
• Canadian-issuer identity block. Issuer legal name (e.g. DOCEBO INC.); the issuer's home jurisdiction stated in plain language ("Ontario, Canada"); the name(s) of person(s) filing the statement (the issuer itself for an issuer bid, sometimes its parent or affiliates); the title and class of the securities subject to the offer (e.g. Common Shares, no par value); the CUSIP number for the U.S.-traded class; the issuer's principal executive office address and telephone; and the name, address, and telephone of the U.S.-based agent for service of process — frequently a CT Corporation, Cogency Global, or U.S. counsel address — which is structurally required for foreign private issuers under Rule 13e-4(h)(8). U.S. and Canadian counsel of record are often listed in the same block.
• Date line. The date the tender offer was first published, sent, or given to security holders, as required by the form caption.
• Explanatory Note (predominantly on SC13E4F/A amendments). A short narrative paragraph stating what the amendment changes or adds. Common patterns include reporting take-up and payment results under a substantial issuer bid (number of shares purchased, price per share, aggregate consideration, percentage of class, shares outstanding after the offer), extending the expiry date, varying the offer price or maximum-shares cap, or attaching a press release or notice of variation.
• Part I — Information required to be sent to shareholders. Cross-references the Canadian Offer to Purchase and Issuer Bid Circular (and accompanying Letter of Transmittal and Notice of Guaranteed Delivery), which are filed as exhibits and incorporated by reference rather than restated.
• Part II — Information not required to be sent to shareholders. An itemised exhibit list with exhibit numbers, titles, and brief descriptions: the Canadian regulatory exhibits (Offer to Purchase / Issuer Bid Circular, Letter of Transmittal, Notice of Guaranteed Delivery, Notice of Variation, press releases, dealer-manager and depositary agreements, fairness opinions or formal valuations under MI 61-101 where applicable), any documents previously filed and incorporated by reference, and the SEC Filing Fee Table (Exhibit 107 / 107.1, since the 2022 fee-rule modernisation).
• Part III — Undertaking and consent to service of process. Standard language by which the foreign private issuer undertakes to make available to the SEC any documents listed in Part II and consents to U.S. jurisdiction through its appointed U.S. process agent. On amendments this part is frequently incorporated by reference to the original filing.
• Part IV — Signatures. A signature block executed by an authorised officer of the Canadian issuer, including a certification that the information in the statement is true, complete, and correct, the signatory's printed name and title, and the date. Where the U.S.-process-agent appointment is made or reaffirmed in the body of the filing, accompanying consent-to-service language appears either above or alongside the signature.

The original-filing variant (SC13E4F) carries the full Part I cross-references, Part II exhibit list, Part III undertaking, and Part IV signatures. Amendments (SC13E4F/A) typically retain the cover page and identity block, add an Explanatory Note describing the change, append the new exhibits being added, and re-execute Part IV; they routinely incorporate unchanged Parts of the original by reference rather than restating them.

Included content

Each record bundles, for one accession:

• the structured metadata.json sidecar described above;
• the primary Schedule 13E-4F or 13E-4F/A document (HTML for modern filings, ASCII text for older ones), wrapped in its SGML envelope;
• every additional non-image document attached to the EDGAR submission, including the Canadian offer documents and circulars filed as exhibits, fee tables (Exhibit 107/107.1), press releases, cover letters, and any correspondence-type attachments declared in the SGML index.

Excluded or separate content

Image files referenced by the SGML index — logos, signature graphics, scanned exhibits delivered as .gif, .jpg, or .png — are excluded from the record. XBRL instance documents are not produced for this schedule, so dataFiles and linkToXbrl are unpopulated. Investment-company series/class structures are inapplicable, so seriesAndClassesContractsInformation is empty. Cross-referenced Canadian filings that were lodged only on SEDAR/SEDAR+ and not also attached as EDGAR exhibits are not part of the EDGAR submission and are therefore not present in the record — only what the issuer chose to lodge with the SEC is captured.

Structural and disclosure-content evolution

Form 13E-4F itself, adopted in 1991 as part of the Multijurisdictional Disclosure System (Securities Act Release No. 33-6902), has had a stable item structure across the dataset's 2002-to-present coverage. The most material content-level changes during this window are:

• Adoption of Exhibit 107 / 107.1 "Filing Fee Table" following the SEC's 2021 amendments to filing-fee disclosure (Release No. 33-10997, effective 2022), which introduced the structured fee table now appearing as a required Part II exhibit on SC13E4F filings.
• Changes in the body of the underlying Canadian issuer-bid disclosure driven by amendments to Multilateral Instrument 62-104 (Take-Over Bids and Issuer Bids) in 2016, which altered the form and content of the Issuer Bid Circular incorporated by reference.
• Tightening of related-party-transaction valuation and fairness disclosure under MI 61-101, which surfaces in the Issuer Bid Circular exhibit when the bid is structured as a related-party or substantial issuer bid.

The schedule's U.S. cover-page elements, identity block, agent-for-service requirement, and undertaking/signature structure have not materially changed.

Data-format evolution

Early-2000s records are filed as plain ASCII text inside the SGML envelope, often with hand-laid-out tables and full-text reproductions of the Canadian offer documents. Through the mid-2000s, filings transitioned to HTML inside the SGML wrapper, which permits typeset tables, hyperlinks among exhibits, and embedded graphics. Modern filings are uniformly HTML. Across all eras, the outer SGML <DOCUMENT> envelope, the <TYPE>/<SEQUENCE>/<FILENAME>/<DESCRIPTION> header lines, and the metadata.json sidecar are present, so the record's outer structure is stable even as the inner document format evolved from text to HTML.

Interpretation and extraction notes

• Because issuer tender offers are filed by the issuer about its own securities, the same CIK typically appears twice in entities, distinguished only by the role suffix appended to companyName ((Filed by) versus (Subject)); only the subject-entity row carries fileNo, filmNo, and the Exchange-Act act field, which matters for entity-level reconciliation and deduplication.
• Amendment chains share an SEC fileNo (the 005- series 13e file number assigned to the offer) across the original and every SC13E4F/A. Joining records by fileNo reconstructs the full life cycle of an offer; the description field's [Amend] suffix and the explicit "Amendment No. N" line on the cover page disambiguate sequence.
• stateOfIncorporation codes follow EDGAR's two-character jurisdiction list, where Canadian provinces and territories use prefixes such as A1 (Alberta), A8 (British Columbia), Z3 (Quebec), and Z4 (Ontario); these must not be parsed as U.S. state codes.
• The documentFormatFiles type field reproduces SGML <TYPE> values verbatim, including parenthesised exhibit labels (EX-99.(A)(1)(A), EX-99.(A)(5), EX-FILING FEES), which are useful for separating Canadian regulatory exhibits from U.S.-side fee tables and correspondence.
• Substantive disclosure on amendments often lives entirely in the Explanatory Note plus newly attached exhibits; Parts II, III, and IV may be incorporated by reference, so machine extraction should not assume re-statement of all parts in every amendment.
• Numeric facts (offer price, shares sought, shares taken up, source-of-funds amounts, post-offer shares outstanding) are not XBRL-tagged on this schedule and must be extracted from the narrative HTML or ASCII body of the filing and its exhibits.
• The bulk of the substantive offer disclosure (terms, premium analysis, source of funds, prior contacts, financial information, fairness opinion, regulatory approvals) lives inside the Issuer Bid Circular and Offer to Purchase exhibits, not the Schedule 13E-4F cover document; the cover document itself is largely a structural shell pointing to those exhibits.

Who Files or Publishes This Dataset, and When

Who files the record

Each record is one Schedule 13E-4F (or amendment) filed on EDGAR by a Canadian foreign private issuer conducting a cash tender offer or exchange offer for its own outstanding equity securities. Because the schedule is reserved for issuer bids, the offeror and the subject company are the same legal person, and the EDGAR cover typically lists the same Canadian corporation twice ("Filed by" and "Subject"). A wholly owned acquisition subsidiary or other affiliate acting as a co-bidder may appear as an additional named filer. Third-party cash tender offers for a Canadian target use Schedule 14D-1F, not SC13E4F.

Filer population

Form SC13E4F sits inside the Multijurisdictional Disclosure System (MJDS), the bilateral regime adopted by the SEC and the Canadian Securities Administrators in 1991. Eligibility is governed by General Instruction I to Schedule 13E-4F:

• The filer must be a foreign private issuer (Rule 3b-4 under the Exchange Act).
• The filer must be incorporated or organized under the laws of Canada or any Canadian province or territory. This includes federal CBCA companies, provincial corporations (e.g., OBCA), and Canadian-organized trusts and limited partnerships that meet the foreign-private-issuer test.
• The bid must comply with the issuer-bid requirements of one or more Canadian provincial or territorial regulators — in current practice MI 62-104 and, for exchange offers involving newly issued securities, National Instrument 71-101 (MJDS).
• U.S. ownership ceiling: SC13E4F is available only when less than 40 percent of the outstanding class subject to the bid is held, of record or beneficially, by U.S. holders, measured as of a date within 60 days before commencement using the look-through methodology of NI 71-101 and General Instruction I. Bids that fail the 40 percent test must be filed on Schedule TO under Rule 13e-4.

Non-Canadian foreign private issuers (UK, Australian, etc.) cannot use SC13E4F; they file on Schedule TO, subject to the cross-border tier exemptions in Rule 13e-4(h)(8). U.S. domestic issuers always use Schedule TO.

Triggering event

The record is event-driven, not periodic. The filing obligation arises when an MJDS-eligible Canadian issuer commences a tender or exchange offer for its own securities that, but for the MJDS schedule, would be subject to Section 13(e)(1) of the Exchange Act and Rule 13e-4. Rule 13e-102 designates Schedule 13E-4F as the form an MJDS-eligible Canadian issuer uses to satisfy the Rule 13e-4 obligation. Commencement is the date the offer is first published, sent, or given to security holders.

Typical commercial events that produce a filing:

• a substantial issuer bid for a fixed dollar amount of common shares, often a modified Dutch auction or fixed-price bid,
• a normal-course issuer bid that crosses into formal issuer-bid territory because of size or pricing,
• an exchange offer in which the issuer offers its own (or a parent's) newly issued securities for an outstanding class, and
• a going-private or share-consolidation tender structured as an issuer bid under Canadian rules.

No qualifying bid, no SC13E4F. There is no annual or quarterly cadence.

Timing and amendment triggers

The original SC13E4F must be filed with the SEC on or before the date the offer is first published, sent, or given to U.S. security holders, with a copy to the principal U.S. exchange or interdealer system on which the securities trade. Because the schedule is a wrapper around the Canadian offer documents, the U.S.-side cadence tracks MI 62-104, which requires an issuer bid to remain open at least 35 days from commencement.

SC13E4F/A amendments are required promptly to reflect any material change in the disclosed information, and in practice are filed concurrently with the corresponding Canadian notice of variation, notice of change, or notice of extension. Events that routinely produce an amendment include:

• a price or consideration change (e.g., increase in offer price or maximum dollar amount),
• an extension of the expiry time,
• a variation of terms (waiver of conditions, increase in securities sought, change in pro-ration, added withdrawal rights),
• a notice of change disclosing other material new information,
• the expiry and take-up announcement (securities tendered, taken up and paid for, final clearing price in a Dutch auction, pro-ration factor, post-bid share count), and
• a termination of the bid where conditions fail or the issuer withdraws.

A single bid typically generates several amendments across the 35-day-plus open period plus a final take-up amendment, producing a high amendment-to-original ratio in the dataset.

Important distinctions

• Issuer bid vs third-party bid. SC13E4F covers only issuer self-tenders. Third-party cash tender offers for Canadian targets under MJDS use Schedule 14D-1F (Rule 14d-102), filed by the offeror, not the target.
• Ineligible Canadian issuers. A Canadian issuer that fails the 40 percent U.S. ownership test, or is not a foreign private issuer at the measurement date, files on Schedule TO under Rule 13e-4 and may also lose access to NI 71-101 in Canada.
• Concurrent SEC filings. Exchange offers involving security issuance are typically paired with an MJDS registration statement on Form F-8, F-80, or F-10 and a Form F-X appointing a U.S. agent for service. SC13E4F itself does not register securities.
• Anti-fraud reach. Even where Canadian rules govern substantive terms, U.S. anti-fraud provisions in Rule 13e-4(b)(1) and Regulation 14E (including Rule 14e-3) continue to apply.
• Amendments are change-driven, not periodic. Each /A corresponds to a specific change in the bid, not a scheduled refresh.

How This Dataset Differs From Similar Datasets or Filings

Form SC13E4F sits at the intersection of three regimes: issuer tender offers under Rule 13e-4, the Multijurisdictional Disclosure System (MJDS) for eligible Canadian issuers, and the SEC's broader cross-border tender offer rules. Its naming also invites confusion with unrelated beneficial ownership schedules. The comparisons below isolate the closest neighbors and explain where SC13E4F can or cannot substitute for them.

Schedule TO-I (issuer tender offer)

Schedule TO-I is the standard U.S. disclosure schedule for issuer self-tenders under Rule 13e-4. SC13E4F covers the same economic event but is reserved for MJDS-eligible Canadian foreign private issuers where U.S. holders own less than 40 percent of the affected class. TO-I requires full Regulation M-A disclosure; SC13E4F lets the issuer satisfy U.S. obligations primarily by submitting its Canadian home-jurisdiction offer documents. The two datasets are mutually exclusive: TO-I never contains MJDS-eligible Canadian self-tenders, and SC13E4F never contains domestic or non-Canadian foreign issuer tenders.

Schedule 14D-1F

14D-1F is the direct MJDS sister schedule: it covers third-party tender offers for an MJDS-eligible Canadian target, while SC13E4F covers issuer self-tenders by the same filer population. Both rely on the home-jurisdiction offer document and the same U.S. holder threshold test. The only distinction is the identity of the bidder — third party (14D-1F) versus issuer itself (SC13E4F). Event populations are mutually exclusive.

Schedule 13E-3

Both schedules arise under Section 13(e), which is the main source of confusion. The substantive split is by rule: 13e-3 governs going-private transactions of any structure (mergers, reverse splits, or squeeze-out tenders), while 13e-4 governs ordinary issuer tender offers regardless of going-private effect. Schedule 13E-3 is broader in transaction structure but narrower in purpose; SC13E4F is narrower in structure (issuer cash or exchange offers only) and unconditioned on going-private outcome. A Canadian MJDS issuer running a going-private tender would not rely on SC13E4F alone if Rule 13e-3 is also triggered.

Schedule 13E-4 (predecessor)

Schedule 13E-4 was the pre-2000 issuer tender offer schedule under Rule 13e-4, superseded by Schedule TO for domestic filers. MJDS retained its dedicated schedule, so SC13E4F kept the 13E-4 family naming and remains the live filing vehicle for eligible Canadian issuers. Treat SC13E4F as a continuation of 13E-4 only for the Canadian MJDS subset, not for issuer tender offers generally.

Form F-8, F-80, F-10, and F-X

These are MJDS Securities Exchange Act of 1934 registration forms, not tender offer disclosures. F-8 and F-80 register securities offered as consideration in MJDS exchange offers (F-80 applies when U.S. holders are below 40 percent); F-10 is a broader MJDS registration statement; F-X appoints a U.S. agent for service of process. When a Canadian issuer conducts an MJDS exchange offer for its own securities, SC13E4F is typically filed alongside F-8 or F-80 plus F-X. These are complements, not substitutes: SC13E4F captures the tender mechanics, the F-series registers the securities issued as consideration.

Form CB (non-MJDS cross-border)

Form CB is the cross-border notification form used by foreign filers relying on the Tier I and Tier II exemptions in Rules 13e-4(h)(8), 14d-1(c), and 14d-1(d). It overlaps conceptually with SC13E4F — both let foreign issuers limit the reach of full U.S. tender offer rules — but CB is broader in jurisdictional scope (any country) and narrower in content (a notification cover form transmitting home-country documents). SC13E4F is Canada-only and operates under MJDS's reciprocal review framework rather than an exemption. A non-Canadian foreign issuer self-tender appears in CB (and possibly TO-I), never in SC13E4F.

Schedule 13D and Schedule 13G

Schedule 13D and Schedule 13G are beneficial ownership reports filed by external holders crossing the 5 percent threshold under Sections 13(d) and 13(g). They share only the "SC" prefix and "13" sequence with SC13E4F and are routinely confused in text-based indexing. Substantively unrelated: 13D/13G report passive stake accumulation by outside holders, with no transaction event; SC13E4F is the issuer launching a formal tender for its own securities. No overlap in filer, trigger, content, or purpose.

Boundary summary

SC13E4F is defined by the simultaneous presence of four conditions: (1) a Canadian-incorporated foreign private issuer eligible for MJDS, (2) an issuer self-tender for its own securities, (3) qualification under Rule 13e-4 rather than Rule 13e-3, and (4) U.S. holders owning less than 40 percent of the affected class. Drop any one and the filing routes elsewhere — TO-I for U.S. domestic self-tenders, 14D-1F for Canadian third-party bids, 13E-3 for going-private structures, CB plus TO for non-Canadian foreign issuers, and the F-series for the registration side of an MJDS exchange offer. 13D and 13G are not substitutes at all. The result is a small but cleanly bounded slice of the issuer-tender population: Canadian MJDS issuer self-bids that would otherwise be scattered across or hidden within the broader Schedule TO and cross-border filings.

Who Uses This Dataset

The SC13E4F filing population is small but the audience is sharply defined. Each role reads a different slice of the same record, from cover-schedule mechanics through exhibits to amendment-level take-up.

Cross-border securities lawyers

Disclosure counsel on Canadian issuer bids use the dataset as a precedent library. They mine the cover schedule, offer-to-purchase, directors' circular, dealer-manager and depositary agreements, and any lock-up or support agreements to benchmark drafting on offer conditions, withdrawal rights, pro-ration mechanics, and the U.S. holder eligibility analysis required under Rule 13e-4(h)(8) and MJDS. Output: precedent memos, drafting kits, and form documents.

Event-driven and merger arbitrage desks

Arb analysts model the spread between market price and offer price on self-tenders by Canadian dual-listed issuers, including modified Dutch auctions and fixed-price bids. Key fields: offer price or auction range, maximum shares sought, pro-ration thresholds, expiration date, financing conditions, withdrawal rights, and SC13E4F/A amendments revising price or deadlines. Feeds return-on-capital models, position sizing, and back-tests of historical issuer-bid outcomes.

Dealer managers and capital markets bankers

Bankers acting as dealer managers, soliciting agents, or depositaries study comparable transactions to structure new mandates. They focus on dealer-manager and depositary agreements, soliciting-dealer fee schedules, and structural choices (Dutch auction vs. fixed price, partial vs. any-and-all). Liability management groups use take-up results in amendments to benchmark participation rates, premiums to unaffected price, and program size against treasury cash. Output: pitch books, fairness analyses, and structuring recommendations.

Buy-side equity research on Canadian dual-listed names

Fundamental analysts read the rationale, source-of-funds disclosure, plans-and-proposals language, and incorporated financial statements to interpret capital return decisions. They compare offer premium to historical trading ranges and recompute pro-forma share count, EPS, and ownership concentration post-close.

Broker-dealer compliance

Compliance officers handling Canadian issuer bids for U.S. clients verify MJDS eligibility, U.S. holder percentage representations, withdrawal rights disclosure, and customer communication alignment with the offer documents. Cover-schedule items, dealer and soliciting-dealer arrangements, and amendments that change material terms drive resolicitation and order-reprocessing obligations.

Corporate development and treasury at Canadian dual-listed issuers

Treasury, corp dev, and IR teams considering their own substantial issuer bid use prior SC13E4F filings to design structure, conditions, and financing disclosure, and to read directors' circulars for board-process language. Amendment-level take-up and pricing data inform realistic sizing.

Cross-border tax advisors

Tax counsel mine the tax consequences sections of the offer-to-purchase: deemed dividend treatment under Canadian rules, U.S. federal treatment of redemptions vs. sales, withholding mechanics, and treaty eligibility. Output: client memos, tender decision matrices, and structuring advice.

Governance and activist research

Proxy and governance researchers assess fairness and disclosure quality using the directors' circular recommendation, board's stated basis, any independent valuation required under Canadian law, related-party considerations, and pro-ration treatment. Activists monitor amendments for revised pricing or extensions that signal weak demand and an opening to push for better terms.

Data engineers building corporate-action feeds

Engineering teams at financial data vendors and custodians parse filer identifiers, filing dates, offer prices, expiration dates, share counts, and amendment sequences to power tender-offer alerts and corporate-action election workflows. Structured metadata plus exhibit text supports entity resolution against Canadian listing identifiers and linkage to position-level systems.

Academic researchers in capital markets

Researchers on share repurchases, MJDS adoption, and cross-border regulation use the dataset as a clean, bounded population of Canadian issuer bids filed in the U.S. from 2002 onward. Variables of interest: offer premium, structure type, amendment-disclosed take-up, time to completion, and advisor identity. Supports event studies and comparative regulatory work.

Specific Use Cases

The dataset's narrow scope — Canadian MJDS issuer self-tenders filed in the U.S. — lends itself to a handful of operational workflows where the cover schedule, exhibit set, and amendment chain each carry decision-relevant content.

Monitoring Canadian issuer-bid commencements and amendment chains

Corporate-action and event-data teams poll new accessions and join records by SEC fileNo (the 005- series number on the subject entity) to reconstruct the full life cycle of each offer: original SC13E4F plus every SC13E4F/A. They extract filedAt, the cover-page expiry date, offer price or auction range, and maximum shares sought, then push commencement, variation, extension, and take-up events into tender-offer alert feeds and election workflows.

Building precedent libraries for cross-border counsel

Securities lawyers drafting MJDS issuer bids pull the Schedule 13E-4F cover document, the Issuer Bid Circular and Offer to Purchase exhibits (EX-99.(A)(1)(A) and related), and the U.S. agent-for-service block to assemble a precedent kit. Filtering on stateOfIncorporation (Z4, A1, A8, Z3, etc.), Dutch-auction versus fixed-price structure, and substantial-issuer-bid status produces curated drafting sets for offer conditions, withdrawal rights, pro-ration, MI 61-101 fairness language, and Rule 13e-4(h)(8) U.S.-holder representations.

Risk-arbitrage take-up and pro-ration tracking

Merger-arb desks parse SC13E4F/A Explanatory Notes, which routinely report final take-up: shares deposited, shares purchased, price per share, aggregate consideration, pro-ration factor, and post-offer shares outstanding. Joined to the original offer's price range and maximum-shares cap, this yields a clean back-test set for participation rates, clearing prices on modified Dutch auctions, and spread behaviour from launch through expiry on Canadian dual-listed names.

Liability-management benchmarking for dealer managers

Capital-markets bankers pitching new substantial issuer bids extract dealer manager agreements, depositary agreements, and soliciting-dealer fee schedules from the Part II exhibit list, alongside Exhibit 107/107.1 fee tables for transaction size. They tabulate program size versus market cap, premium to unaffected price, and structure choice (Dutch auction vs. fixed price, partial vs. any-and-all) across comparable Canadian issuers to support pitch books and structuring recommendations.

Compliance verification for U.S. broker-dealers handling Canadian bids

Broker-dealer compliance teams pull the cover-page MJDS eligibility statement, the U.S.-holder-percentage representation, withdrawal-rights disclosure, and dealer/soliciting-dealer arrangements to validate that customer communications and order-handling procedures match the offer documents. Amendment records flagged with [Amend] in description and EX-99 exhibits are screened for material-term changes that trigger resolicitation, deadline updates in tender-instruction systems, and customer renotification.

Cross-border tax memos on tender consequences

Tax advisors mine the "Certain Canadian Federal Income Tax Considerations" and "Certain U.S. Federal Income Tax Considerations" sections inside the Offer to Purchase exhibit to produce client tender-or-hold memos. They isolate deemed-dividend treatment under Canadian rules, sale-versus-redemption characterization for U.S. holders, withholding mechanics, and treaty positions, indexed by issuer CIK and ticker for reuse on subsequent bids by the same filer.

Academic event studies on MJDS issuer repurchases

Researchers use the dataset as a bounded population of Canadian issuer bids from 2002 onward. They extract offer premium, structure type, fairness-opinion presence, advisor identities, and amendment-disclosed take-up, then merge with TSX/CRSP price data to run event studies on announcement returns, completion rates, and the effect of MI 61-101 valuation requirements on related-party bids.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc13e4f-files.json

Returns dataset metadata including the name, description, last updated timestamp, earliest sample date (2002-01-01), total records and size, form types covered (SC13E4F, SC13E4F/A), container format (ZIP), and file types (TXT, JSON, HTML). The response also includes the full dataset download URL and the list of all individual container files with per-container metadata such as size, record count, updated timestamp, and download URL. Use this endpoint to monitor which containers were updated in the most recent refresh run and decide which to download on a daily basis. This endpoint does not require an API key.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-6a31-8d7b-8190240177cd",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-sc13e4f-files.zip",
        

          4
            "name": "Form SC13E4F Files Dataset",
        

          5
            "updatedAt": "2026-04-16T08:34:52.380Z",
        

          6
            "earliestSampleDate": "2002-01-01",
        

          7
            "totalRecords": 110,
        

          8
            "totalSize": 2752078,
        

          9
            "formTypes": ["SC13E4F", "SC13E4F/A"],
        

          10
            "containerFormat": "ZIP",
        

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

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-sc13e4f-files/2026/2026-03.zip",
        

          15
                "key": "2026/2026-03.zip",
        

          16
                "size": 138420,
        

          17
                "records": 2,
        

          18
                "updatedAt": "2026-04-16T08:34:52.380Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-sc13e4f-files.zip?token=YOUR_API_KEY

Downloads the complete dataset as a single ZIP archive containing every container file. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-sc13e4f-files/2026/2026-03.zip?token=YOUR_API_KEY

Downloads one individual monthly container file, useful for incremental updates instead of fetching the full archive. Each container URL is provided in the containers[].downloadUrl field of the index JSON response. This endpoint requires an API key.

Frequently Asked Questions

What forms does this dataset cover?

The dataset covers Schedule 13E-4F (SC13E4F) original filings and Schedule 13E-4F/A (SC13E4F/A) amendments accepted by EDGAR. These are issuer tender offer statements filed under Section 13(e)(1) of the Securities Exchange Act of 1934 and Rule 13e-4 thereunder, used by Canadian foreign private issuers under the Multijurisdictional Disclosure System.

What does a single record represent?

Each record is one EDGAR accession — either an original SC13E4F or one of its amendments — packaged as an accession-named folder containing exactly one metadata.json sidecar plus every non-image document attached to the EDGAR submission. Documents retain their original EDGAR SGML <DOCUMENT> envelope, and the folder name is the 18-digit accession number with dashes removed.

Who is eligible to file Form SC13E4F?

Only foreign private issuers organized under the laws of Canada or any Canadian province or territory may file Schedule 13E-4F, and only when less than 40 percent of the outstanding class subject to the bid is held by U.S. holders, measured under the look-through methodology of NI 71-101 and General Instruction I. Canadian issuers that fail the 40 percent test, and all non-Canadian foreign issuers, must file on Schedule TO instead.

When is a filing or amendment triggered?

The original SC13E4F must be filed with the SEC on or before the date the offer is first published, sent, or given to U.S. security holders. SC13E4F/A amendments are required promptly upon any material change — a price change, extension of the expiry time, variation of terms, notice of change, take-up announcement, or termination — so a single bid often produces several amendments across the 35-day-plus open period.

What time period does the dataset cover?

The dataset includes Schedule 13E-4F and Schedule 13E-4F/A filings starting from January 2002 and continuing to the present, with new accessions added as the SEC accepts them.

What file format is the dataset distributed in?

Records are packaged as monthly ZIP containers keyed YYYY/YYYY-MM.zip. Inside each container, every accession folder contains a metadata.json sidecar plus the as-filed documents, which are TXT (legacy ASCII filings) or HTML/HTM (modern filings), each still wrapped in the EDGAR SGML envelope. Image attachments such as .gif, .jpg, and .png files are excluded.

How is SC13E4F different from Schedule TO-I and Schedule 14D-1F?

Schedule TO-I is the standard U.S. issuer tender offer schedule for domestic filers and for Canadian issuers that fail the 40 percent U.S. holder threshold; SC13E4F covers the same economic event but is reserved for MJDS-eligible Canadian issuers below that threshold. Schedule 14D-1F is the MJDS sister schedule for third-party tender offers for Canadian targets, while SC13E4F covers issuer self-tenders by the same filer population. The three populations are mutually exclusive.