Form SC14D1F Files Dataset

The Form SC14D1F Files Dataset is an EDGAR-sourced corpus of cross-border tender offer statements filed on Schedule 14D-1F under Rule 14d-1(b) of the Securities Exchange Act of 1934 — the U.S.-Canada Multijurisdictional Disclosure System (MJDS) schedule used when a bidder makes a cash tender or exchange offer for the securities of a Canadian foreign private issuer whose U.S. holders own less than 40 percent of the subject class. Each record in the dataset is one EDGAR accession — either an initial SC14D1F schedule or its amendment, SC14D1F/A — packaged as a folder containing a parsed metadata.json header and the original EDGAR documents (primary HTML schedule, additional non-image attachments). The dataset is filed by the bidder side of the transaction; the target company's response is captured separately on Schedule 14D-9F. Coverage runs from February 2002, when SC14D1F filings began moving onto EDGAR, to the present, and the corpus is distributed as monthly ZIP containers of HTML, JSON, and TXT files.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset packages every Schedule 14D-1F and Schedule 14D-1F/A submission accepted by EDGAR into a single, navigable archive. Schedule 14D-1F is the Commission's accommodation schedule for cash tender or exchange offers conducted under MJDS: Rule 14d-1(b) makes it available where the subject company is a Canadian foreign private issuer and U.S. holders own less than 40 percent of the class sought. Rather than reproducing a full U.S. tender-offer disclosure package (as Schedule TO would require), the schedule allows a bidder to satisfy U.S. requirements by furnishing the same disclosure documents that Canadian securities laws already require — most prominently the Take-Over Bid Circular and Offer to Purchase. The schedule itself is therefore thin: a cover page identifying the parties, securities, and offer terms; a Part I that lists and incorporates the home-jurisdiction disclosure documents; a Part II exhibit list of materials not required to be sent to security holders; and a signature block. The substantive economic and legal disclosure travels in the attached Canadian documents, which are filed as exhibits or incorporated by reference.

SC14D1F/A is the amendment form. Amendments are filed whenever the bidder must update the original schedule — to add a press release, append a material change report, revise terms, extend the expiry, or attach further Canadian disclosure documents. Each amendment retains the cover page and a re-published Part II exhibit table, and typically narrows Part I to the incremental change. Because Schedule 14D-1F is a narrow special-purpose schedule used only for MJDS-eligible cross-border tender offers, monthly volumes are small, and a single tender offer typically produces a chain of records — one initial SC14D1F plus one or more SC14D1F/A amendments — that must be reassembled to reconstruct the full disclosure timeline. The dataset is distributed as monthly ZIP containers in a YYYY-MM/ layout, with HTML, JSON, and TXT as the file types found inside.

Content Structure of a Single Record

A single record in the Form SC14D1F Files Dataset is one EDGAR accession — one tender-offer submission filed on Schedule 14D-1F (or its amendment, Schedule 14D-1F/A) under Rule 14d-1(b) of the Securities Exchange Act of 1934. Physically, each record materializes as one folder inside a monthly ZIP container, named with the 18-digit dash-stripped accession number (for example 000119312519029902). Each folder contains two content layers: a metadata.json header describing the filing and its participants, and the actual filing documents pulled from the EDGAR submission — almost always a single primary .htm document carrying the schedule, occasionally accompanied by additional non-image documents. Image attachments from the original EDGAR submission are deliberately excluded.

Container and per-record file layout

The ZIP archive is organized as YYYY-MM/<accession>/. Inside each accession folder, the two consistent components are:

1. metadata.json — the parsed EDGAR submission header.
2. One or more filing documents from the EDGAR submission, almost always a single primary .htm carrying the schedule. The complete submission text file (<accession>.txt) is referenced in metadata.json but is not unpacked as a separate physical file inside the folder; the primary .htm is the canonical materialized document.

The file types found in the dataset are HTML, JSON, and TXT, with each accession folder typically consisting of one JSON manifest plus one HTML primary document.

The metadata.json header

metadata.json is a single JSON object capturing the parsed EDGAR submission header. The intentional, documented fields are:

• formType — SC14D1F for an initial schedule or SC14D1F/A for an amendment.
• accessionNo — the canonical dashed accession (e.g., 0001193125-19-029902).
• filedAt — ISO-8601 timestamp with timezone offset capturing EDGAR acceptance datetime.
• description — human-readable form description, e.g., Form SC14D1F/A - Tender Offer Statement [Rule 14d-1(b)]: [Amend].
• linkToFilingDetails, linkToTxt, linkToHtml — EDGAR URLs to the filing index page, the complete submission .txt, and the primary document respectively.
• linkToXbrl — empty for this schedule.
• documentFormatFiles[] — one entry per document attached to the submission, each carrying sequence, size, documentUrl, description, and type. The terminal entry is the complete submission .txt; the primary HTML schedule sits at sequence 1.
• entities[] — one entry per filer or subject. Each entity carries cik (CIK), companyName (suffixed with (Subject) or (Filed by)), irsNo (IRS number), fiscalYearEnd, stateOfIncorporation, sic (SIC with descriptive label), fileNo, filmNo, type, and an optional tickers[] array. stateOfIncorporation uses EDGAR's two-character codes; subject companies carry a Canadian province code (notably A0 Alberta, A1 British Columbia, A6 Ontario, A8 Quebec, and other A*/B* codes for the remaining provinces and territories).
• seriesAndClassesContractsInformation[] and dataFiles[] — present but typically empty for this schedule.
• id — internal dataset identifier.

The asymmetry between subject and bidder entities is structural: every record carries at least one (Subject) entity (the Canadian target) and one or more (Filed by) entities (the bidder(s)). The subject's stateOfIncorporation is always a Canadian province code, because Rule 14d-1(b) eligibility requires a Canadian-incorporated target. Tickers are populated for entities with U.S.-quoted securities — typically the subject — and absent for bidders that are not separately listed in the United States.

The primary document: SGML envelope around the schedule

The primary .htm is not raw HTML. EDGAR's legacy SGML submission envelope wraps the HTML body inside a <TEXT> block:

          1
          <DOCUMENT>
        

          2
          <TYPE>SC14D1F/A
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>d673314dsc14d1fa.htm
        

          5
          <DESCRIPTION>SC14D1F/A
        

          6
          <TEXT>
        

          7
          <HTML><HEAD>... full filing HTML ...</HTML>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

This envelope is present across the entire dataset range — from early-2000s text-era filings through modern HTML-era filings. Any HTML or DOM parser run directly against the primary document must either strip the <DOCUMENT>/<TEXT> wrapper or operate in SGML-tolerant mode; otherwise tags like <TYPE>SC14D1F/A and <SEQUENCE>1 will be ingested as document content.

Anatomy of the schedule body

Inside the HTML body, the document follows a stable Schedule 14D-1F layout.

Cover page

The cover page identifies the regulatory hook ("SCHEDULE 14D-1F TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934", prefixed with "AMENDMENT NO. N TO" when applicable) and a structured block of identifying fields:

• Name of the subject company (the Canadian target) and its jurisdiction of incorporation (always a Canadian province).
• Name of the bidder (the person filing the schedule).
• Title and class of the securities subject to the offer (typically "Common Shares").
• CUSIP number of the class subject to the offer.
• Name, address, and telephone number of the person authorized to receive notices and communications on behalf of the bidder, generally with a Canadian street address.
• Date the tender offer was first published, sent, or given to security holders.
• Calculation of filing fee — transaction valuation and amount of filing fee, with the customary box for previously paid filing fees used on amendments.

Part I — Information Required to Be Sent to Shareholders (Home Jurisdiction Documents)

Part I has historically consisted of Item 1, "Home Jurisdiction Documents", under which the bidder lists and incorporates by reference the disclosure documents required by the laws and regulatory authorities of the home jurisdiction. In practice this means the Offer to Purchase and Take-Over Bid Circular, the Letter of Transmittal, the Notice of Guaranteed Delivery, any directors' circular, and any supplementary materials mandated by provincial securities legislation. A second item, Item 2 "Informational Legends", requires the prescribed U.S.-disclosure legends on documents furnished to U.S. holders; in filed practice the legends are typically appended to the home-jurisdiction documents themselves rather than rendered as standalone narrative. On amendments, items already submitted with the initial schedule are commonly annotated "Previously filed", and Part I may consist entirely of cross-references to the original accession plus an Explanatory Note describing the incremental change.

Part II — Information Not Required to Be Sent to Shareholders

Part II is the exhibit list. It is presented as a numbered table (or structured list) enumerating each exhibit attached to the schedule, organized into conventional series:

• Series 1 — home-jurisdiction disclosure documents: Take-Over Bid Circular, Offer to Purchase, Letter of Transmittal, Notice of Guaranteed Delivery.
• Series 2 — press releases issued by the bidder regarding the offer, dated and titled.
• Series 3 — supporting financial and corporate disclosure: prior Annual Information Forms, audited annual financial statements, interim financial statements, Material Change Reports, and similar Canadian regulatory filings cited in the bid circular.
• Further series — counsel opinions, tax opinions, dealer-manager agreements, lock-up agreements, support agreements, and any other contracts material to the offer, when applicable.

Each amendment re-publishes the full Part II table with the newly added exhibit appended; previously filed exhibits remain listed for completeness, so the exhibit table grows monotonically across an amendment chain.

Signature block

The schedule closes with a signature block in which the bidder (or an authorized officer) certifies that the information set forth in the statement is true, complete, and correct, dated and signed under the bidder's name with title.

Explanatory Note on amendments

SC14D1F/A filings almost always open with an "Explanatory Note" — placed before or as the lead of Part I — that states the limited purpose of the amendment (for example, adding a specific press release as an additional Series 2 exhibit, or attaching a newly issued Material Change Report). Because of this pattern, a single tender offer typically produces a chain of records: one initial SC14D1F plus one or more SC14D1F/A amendments, each carrying an expanded exhibit list.

What is included in a record

• metadata.json with the parsed submission header, the complete documentFormatFiles[] manifest, and the entities[] list of subject and filer parties with CIK, SIC code and label, Canadian province code, IRS number, fiscal year end, file number, film number, and tickers where applicable.
• The primary .htm document containing the SGML-wrapped Schedule 14D-1F cover page, Part I, Part II exhibit table, and signature block.
• Any additional non-image documents that were part of the EDGAR submission, when present.

What is excluded or structurally separate

• Image files (logos, signature scans, graphics embedded in exhibits) are excluded by design.
• The complete submission .txt is referenced in metadata.json as a URL and as the terminal documentFormatFiles[] entry but is not unpacked as a physical file inside the per-accession folder; EDGAR's hosted full-submission text remains the authoritative single-stream representation.
• XBRL artifacts do not exist for Schedule 14D-1F — linkToXbrl is empty and dataFiles[] is empty across the dataset.
• Where Canadian disclosure documents are incorporated by reference into Part I rather than filed as exhibits, the underlying content is not duplicated into the record. Extraction pipelines that scan only the primary .htm will miss the bulk of the offer's economic and legal detail, which sits in the attached Canadian exhibit documents listed in Part II or behind the incorporation-by-reference cross-references.

Stability of structure and format over time

The structural skeleton of Schedule 14D-1F — cover page, Part I home-jurisdiction documents, Part II exhibit list, signature — has remained stable across the dataset's coverage from February 2002 to the present. The Item 1 / Item 2 framework of Part I and the exhibit-series framework of Part II have not been redefined in any way that alters the anatomy of a record; subsequent rule changes have touched filing-fee calculation language, Form F-X service-of-process refinements, and EDGAR filer identification conventions rather than the schedule's content map.

The delivery format has evolved from early ASCII text wrapped in the SGML <DOCUMENT> envelope to modern HTML — also wrapped in the same SGML envelope — with the cover page and exhibit table rendered as HTML tables and styled paragraphs. The envelope tags <DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, and <TEXT> persist throughout, so even recent filings read as SGML containers around an HTML payload.

Interpretation notes

• Amendment density. A large share of records carry the /A suffix. Treating the tender offer (rather than the accession) as the unit of analysis requires joining records on subject CIK plus offer publication date, then ordering by filedAt.
• Subject vs filed-by partition. The entities[] array must be split on the (Subject) / (Filed by) suffix in companyName to separate the Canadian target from the bidder(s). Multi-bidder offers occur, in which case multiple (Filed by) entries appear alongside the single (Subject) entry.
• Canadian jurisdiction codes as a filter. Subject companies always carry a Canadian province stateOfIncorporation (the A0–A9 and adjacent ranges). This is both a built-in consistency check and a clean predicate for population-level filtering.
• Incorporation by reference. The schedule's primary .htm is a wrapper; the substantive disclosure sits in the Canadian take-over bid circular and the supporting Series 3 exhibits. Any text-only analysis of the schedule will dramatically understate the offer's content.
• Submission .txt URL. Because the per-accession folder does not contain the full submission text file, workflows that require all exhibits — including image-bearing or non-primary documents — should follow linkToTxt from metadata.json to retrieve the complete submission from EDGAR.
• Issuer-specific variation. Within the fixed cover-page / Part I / Part II / signature skeleton, the granularity of exhibit numbering, the placement and verbosity of the Explanatory Note, and the choice between attaching versus incorporating Canadian documents vary by filer and counsel, producing surface-level heterogeneity around a consistent underlying structure.

Who Files or Publishes This Dataset, and When

Who files

Each record corresponds to a Schedule 14D-1F (or amendment, 14D-1F/A) filed on EDGAR by the bidder/offeror making a third-party cash tender offer or exchange offer for the securities of an eligible Canadian issuer. The filer is the bidder, together with any other persons named as bidders. The target company does not file SC14D1F; if the target's board responds to the offer, it files a separate 14D-9F.

Filing population

SC14D1F is available only where the offer satisfies the MJDS eligibility conditions in General Instruction I to Schedule 14D-1F:

• the target is incorporated in Canada or a Canadian province or territory,
• the target qualifies as a foreign private issuer under Rule 405 (Securities Act) / Rule 3b-4 (Exchange Act), and
• U.S. holders hold no more than 40 percent of the outstanding class of securities subject to the offer, measured under the instructions to the schedule.

The bidder itself may be of any nationality. Typical filers include:

• Canadian operating, resource, or financial companies bidding for another Canadian foreign private issuer.
• U.S. or non-Canadian bidders pursuing an eligible Canadian target where U.S. ownership of the subject class is within the MJDS threshold.
• Investment funds, sponsors, and special-purpose acquisition vehicles formed for the transaction.
• Co-bidders, such as a parent and its acquisition subsidiary, or a sponsor with co-investors. All "persons named as bidders" are filers and bear joint disclosure responsibility, even where one entity is the nominal acquisition vehicle.

Triggering event

A Schedule 14D-1F is triggered by the commencement of a qualifying tender or exchange offer. It must be filed with the Commission on the date the offer is first published, sent, or given to security holders, consistent with the commencement rules under Section 14(d) of the Exchange Act.

In substance, the bidder satisfies its U.S. tender-offer obligations by furnishing the Canadian take-over bid circular (and any related directors' circulars, notices of variation, or notices of change required under applicable Canadian securities laws) as exhibits to a short U.S. cover schedule. The cover identifies the bidder, describes the securities sought and the consideration offered, and cross-references where substantive disclosure appears in the Canadian documents.

When an amendment (SC14D1F/A) is triggered

An amendment is required for any material change in previously disclosed information. Typical triggers:

• extension of the expiration date;
• changes to price or form of consideration;
• waiver or modification of offer conditions;
• increases or decreases in the number of securities sought;
• material developments in financing, regulatory approvals, or competing bids;
• filing of supplemental Canadian documents (notices of variation, notices of change); and
• disclosure of final results at expiration or termination.

A single offer typically produces one initial SC14D1F followed by a chain of SC14D1F/A amendments through to final take-up.

Regulatory framework

SC14D1F sits at the intersection of two regimes:

• Rule 14d-1(b) under the Exchange Act, the operative U.S. rule that creates the MJDS accommodation for tender offers for Canadian foreign private issuers and prescribes Schedule 14D-1F as the compliance vehicle.
• The Multijurisdictional Disclosure System (MJDS), adopted jointly in 1991 by the SEC and the Canadian Securities Administrators (SEC Release No. 33-6902), which permits eligible bidders and issuers to use home-jurisdiction documents to satisfy U.S. requirements behind a short U.S. cover wrapper.

The General Instructions to Schedule 14D-1F govern eligibility, the documents that must be furnished, signature requirements, and the obligation to amend.

Timing and cadence

SC14D1F is event-driven, not periodic. There is no recurring filing calendar; dataset density reflects cross-border Canadian deal flow under MJDS.

Distinctions and edge cases

• Bidder vs. target: SC14D1F is the bidder's filing. The target's solicitation/recommendation is filed on Schedule 14D-9F, which is not part of this dataset.
• MJDS vs. non-MJDS: If U.S. holders hold more than 40 percent of the subject class, the bidder cannot use SC14D1F and must file Schedule TO under the full domestic tender-offer regime. Schedule TO (effective 2000) also superseded the domestic Schedule 14D-1 for non-MJDS offers; SC14D1F is the MJDS analog that remains in use.
• Issuer self-tenders: An MJDS-eligible Canadian issuer tendering for its own securities files Schedule 13E-4F, not SC14D1F (which is reserved for third-party bids).
• Registered exchange offers: Where consideration consists of bidder securities registered under the Securities Act, the offer is typically paired with an MJDS registration on Form F-8 or Form F-80, which may be cross-referenced or incorporated by reference into the SC14D1F.
• Amendment chains: Each SC14D1F/A is a discrete disclosure event; reconstructing an offer requires reading the initial filing together with its amendments in sequence.

Earliest records

Schedule 14D-1F has existed since the SEC's June 1991 adoption of MJDS (Release No. 33-6902), initially in paper form. The EDGAR electronic dataset begins in February 2002, when SC14D1F filings began moving onto EDGAR; earlier paper filings exist in the Commission's historical records but are not represented here.

How This Dataset Differs From Similar Datasets or Filings

Form SC14D1F sits at the intersection of three SEC regimes: tender offer rules under Section 14(d), the U.S.-Canada Multijurisdictional Disclosure System (MJDS), and foreign private issuer (FPI) reporting. The boundaries against neighboring datasets turn on three concrete questions: who is filing (bidder or target), whether the target is a Canadian FPI with U.S. holders below the MJDS 40 percent ceiling, and whether the transaction is a tender offer or a registered securities offering.

Schedule 14D-9F — target response to the same MJDS offer

14D-9F is the direct counterpart to SC14D1F. SC14D1F is filed by the bidder to disclose the terms, financing, identity, and background of a tender or exchange offer for a Canadian FPI's securities. 14D-9F is filed by the subject company to communicate its position — recommend, oppose, take no position, or state inability to take a position — together with reasoning, conflicts, and any solicitation or recommendation materials. Same transaction, opposite side. Reconstructing a full cross-border bid record set pairs SC14D1F (and its amendments) with the corresponding 14D-9F.

Schedule TO (SC TO-T and SC TO-I) — the non-MJDS tender offer schedule

Schedule TO is the dataset SC14D1F most closely resembles in content and most strongly differs from in eligibility. Schedule TO is the general U.S. tender offer statement, used for third-party offers (SC TO-T) and issuer self-tenders (SC TO-I) when MJDS is not available. SC14D1F is permitted only when (a) the target is incorporated under the laws of Canada or a Canadian province or territory, (b) it qualifies as a foreign private issuer, and (c) U.S. holders own less than 40 percent of the outstanding class subject to the offer. If any condition fails — non-Canadian target, U.S. domestic issuer, or U.S. holdings at or above 40 percent — the bidder must use Schedule TO. Schedule TO disclosure is built on the Reg M-A item set; SC14D1F instead wraps the Canadian take-over bid circular and bidder identity disclosures for EDGAR. Complete coverage of tender activity for Canadian-listed targets therefore requires both: SC14D1F for MJDS-eligible bids and SC TO-T for Canadian targets that fall outside MJDS.

Schedule 14D-9 — non-MJDS target response

Schedule 14D-9 is the non-MJDS analog of 14D-9F: a target's response to a Schedule TO third-party bid. It is not used in SC14D1F transactions, but is the right dataset for pairing target responses to SC TO-T offers (including Canadian targets that fell outside MJDS).

Schedule 13E-4F — MJDS issuer self-tender

13E-4F is the MJDS form for an issuer self-tender, used when a Canadian FPI repurchases its own securities by tender offer (filed under Rule 13e-4(h)(8)). It shares MJDS eligibility criteria with SC14D1F — Canadian FPI status and the 40 percent U.S. holder ceiling — but differs entirely in filer and economic substance: 13E-4F captures the issuer buying from its own holders; SC14D1F captures a third-party bidder seeking control or a controlling stake. The non-MJDS analog of 13E-4F is SC TO-I.

Form F-8 and Form F-80 — MJDS registration of exchange offer consideration

F-8 and F-80 are MJDS registration statements under the Securities Act of 1933 used by Canadian issuers to register securities offered as consideration in business combinations and exchange offers. They overlap with SC14D1F when a tender offer is structured as an exchange offer: Section 5 registration is required for the bidder's securities even though the tender itself is governed by Section 14(d). The regimes are distinct — SC14D1F captures tender offer disclosure (terms, conditions, financing, identity, recommendations); F-8 and F-80 capture prospectus-equivalent disclosure of the bidder and the securities being issued. An all-stock cross-border take-over of a Canadian FPI typically generates filings in both datasets; a cash-only bid appears only in SC14D1F. F-8 and F-80 differ from each other on issuer size and seasoning thresholds; neither substitutes for the tender offer schedule.

Form F-10 — MJDS ordinary registration

Form F-10 is the MJDS registration statement for ordinary Securities Act offerings by eligible Canadian issuers. It is neither a tender offer document nor a business-combination registration, and does not overlap with SC14D1F. Listed only to mark the boundary for researchers scanning generically for "MJDS forms."

Schedule 13D and Schedule 13G — beneficial ownership reports

Schedule 13D and Schedule 13G are beneficial ownership disclosures triggered by crossing 5 percent of a class of voting equity. They are sometimes confused with tender offer schedules because both involve large-stake disclosure, but the regimes are distinct. 13D and 13G report holdings (13D for investors with potential control intent, 13G for passive or qualified holders) as point-in-time positions with amendment obligations on material change. SC14D1F is a transactional disclosure: an active offer to other holders to acquire securities. A bidder accumulating shares before or alongside an SC14D1F tender will typically also file a 13D disclosing the tender intent in Item 4, so the two datasets complement each other but are not substitutes. 13D and 13G apply regardless of issuer nationality and capture Canadian-target activity that never matures into a tender offer.

Form 6-K — FPI furnishing

Form 6-K is the ongoing furnishing form for foreign private issuers, used for material information made public under home-country rules. A Canadian target under an SC14D1F bid will commonly furnish related press releases, directors' circulars, and Canadian regulatory filings on 6-K, often duplicating or preceding content that later appears in 14D-9F. 6-K is broader (all material FPI communications) and unstructured (no Reg M-A item framework); for tender-offer-specific disclosure, SC14D1F and 14D-9F are authoritative and 6-K is context.

Boundary summary

SC14D1F is uniquely defined by the intersection of: (1) a third-party tender or exchange offer, (2) a Canadian-incorporated foreign private issuer target, (3) U.S. holders below 40 percent of the subject class, and (4) the bidder side of the disclosure. Change any one and the dataset changes: a non-Canadian or U.S. target, or U.S. holdings at or above 40 percent, pushes the filing to SC TO-T; the target's response moves to 14D-9F; an issuer self-tender moves to 13E-4F (or SC TO-I outside MJDS); registration of bidder securities offered as consideration adds F-8 or F-80; a passive stake accumulation without an offer is 13D or 13G. For comprehensive Canadian cross-border tender coverage, SC14D1F should be combined with 14D-9F, SC TO-T records filtered to Canadian targets outside MJDS, 13E-4F for Canadian issuer self-tenders, and F-8 or F-80 where consideration includes bidder securities. Used alone, SC14D1F gives a clean, narrow, bidder-side view of MJDS-eligible take-over bids on EDGAR.

Who Uses This Dataset

Form SC14D1F sits at the intersection of cross-border M&A, dual-regime disclosure, and event-driven trading, and is used by a defined set of professional functions. Each group anchors on a different slice of the same record: the cover schedule for terms and U.S.-holder eligibility, the Home Jurisdiction Documents for Canadian disclosure, the exhibit series for transaction architecture and financing, and the SC14D1F/A chain for how every offer evolved.

Cross-border M&A attorneys

Deal counsel use the corpus as a precedent library for MJDS-structured offers. They pull the cover schedule's U.S.-holder threshold representations to test the 40 percent eligibility cap, mine the exhibit series for forms of acceptance, dealer manager agreements, lock-ups, and support agreements, and walk the SC14D1F/A amendment chain to see how disclosure evolved under extensions, repricings, and competing bids. Output: redlines, MJDS eligibility opinions, and disclosure benchmarks.

Investment bankers in cross-border M&A

Coverage and special-situations bankers build comparables from the cover schedule and exhibits: consideration mix (cash, stock, collars, CVRs), the financing source disclosure (committed facilities, bridge, internal cash), fairness opinions, and signing advisors. Feeds pitch books, valuation cross-checks, and league-table credit, particularly for mining, energy, and cannabis targets.

Merger-arbitrage and event-driven analysts

Arb desks treat each filing as an actionable event. They model spread and completion probability from offer price, minimum tender condition, expiration, and the financing source (fully committed cash differs sharply from unfunded or exchange offers). The amendment chain is mined for bumps, extensions, and waivers; Investment Canada Act and Competition Act conditions feed break-risk timing.

Corporate development teams

In-house strategy and M&A teams run two workflows. Defensive: benchmarking premiums, conditions, and lock-up structures from peer bids so boards understand realistic mechanics. Offensive: scoping MJDS-eligible structures, required exhibits, and regulatory references before bidding for a Canadian target.

Compliance and regulatory teams

Regulatory counsel and broker-dealer supervisors compare U.S. and Canadian tender rules on the same transaction. They reconcile Rule 14d-1(b) cover representations with the Home Jurisdiction Documents (Canadian takeover bid circular under NI 62-104), check withdrawal-right and proration disclosure for cross-regime consistency, and use depositary and dealer manager exhibits to map broker-dealer responsibilities. Output: supervisory checklists and cross-border tender training material.

Academic researchers in finance and law

Researchers use the bounded panel of MJDS tender offers from 2002 to present for empirical work on the 40 percent U.S.-holder threshold, announcement returns, completion rates and premium distributions for Canadian targets, and comparative analysis of SC14D1F disclosure against Canadian bid circulars. Amendment clustering is studied as a proxy for contested deals.

Data engineers and quant deal-event teams

Engineers ingest metadata.json (accession, filer, date, form type) to align with internal deal IDs, parse the cover page for structured fields (bidder, target, price, expiration, conditions), link primary filings to SC14D1F/A amendments into a deal-state time series, and join with SC 13D/G and Form F-X to resolve bidder identity and U.S. agent for service. Feeds backtests, signals, and risk models.

Equity research analysts

Sell-side and buy-side analysts covering Canadian issuers read offer price against price targets, weigh minimum tender thresholds and conditions for close probability, extract strategic rationale from background sections, and flag support agreements with major shareholders as deal-momentum signals. Drives rating and target-price revisions.

Financial journalists

Reporters covering cross-border M&A pull primary documents rather than press releases: bidder ownership chains, premium math versus pre-announcement trading, the amendment chain for how offers evolved under shareholder or regulatory pressure, and exhibits naming lock-up partners, financing banks, and dealer managers.

Stock surveillance and beneficial-ownership analysts

Surveillance teams advising targets and activist-monitoring desks at banks trace ownership around active offers. They use bidder background disclosures of prior holdings and target contacts, lock-up exhibits naming shareholders, amendments reporting tender percentages and proration outcomes, and cross-references to Schedule 13D and Form F-X filings to produce live tender-progress reports.

Specific Use Cases

The dataset's bidder-side MJDS coverage, amendment chains, and Canadian exhibit lists support a small set of well-defined workflows.

• Canadian cross-border deal-comp database (M&A bankers, corp dev). Reconstruct each take-over bid by grouping records on the (Subject) entity's CIK and ordering by filedAt across the initial SC14D1F and its SC14D1F/A amendments. From the cover page extract transaction valuation, filing fee, offer price, and expiry; from Part II Series 1 and Series 3 exhibits pull the Offer to Purchase, Take-Over Bid Circular, and any support or lock-up agreements. Output: a deal-comp table of premium, consideration mix, financing source, and minimum tender condition for MJDS bids, segmented by Canadian province via the stateOfIncorporation code on the subject entity.

• Merger-arb spread and completion monitoring (event-driven desks). Ingest new SC14D1F filings monthly, parse the cover page for offer price, class and CUSIP, and expiration date, and join to the subject's tickers[] for live market pricing. Walk the SC14D1F/A amendment chain on each open offer to detect bumps, extensions, waivers of minimum tender conditions, and financing-source changes; surface each amendment's Explanatory Note as a deal-state delta feeding spread, hazard, and break-risk models.

• MJDS eligibility precedent search (cross-border deal counsel). Use the cover-page Calculation of Filing Fee block and Part I Item 1 narrative to retrieve precedent language on the Rule 14d-1(b) U.S.-holder 40 percent test, the foreign private issuer determination, and the look-through methodology used by bidders. Pair with the Item 2 informational legends and Form F-X service-of-process references to draft eligibility opinions and U.S.-Canada disclosure schedules for a new bid.

• Empirical study of MJDS vs Schedule TO usage for Canadian targets (academic researchers). Treat the SC14D1F corpus from 2002 to present as the MJDS-eligible population (subject stateOfIncorporation in the Canadian A*/B* code range), and join against SC TO-T filings on Canadian targets that fall outside MJDS. Use amendment density, withdrawal rights counts, and completion outcomes to test whether MJDS bids exhibit different premium distributions, contested-deal frequency, or auction durations than Schedule TO bids on comparable Canadian issuers.

• Dual-regime tender disclosure compliance review (regulatory counsel, broker-dealer supervisors). Reconcile each filer's Rule 14d-1(b) cover representations against the attached Home Jurisdiction Documents (NI 62-104 Take-Over Bid Circular, Letter of Transmittal, Notice of Guaranteed Delivery) listed in Part II Series 1. Check that withdrawal rights, proration mechanics, minimum tender conditions, and financing-source statements are consistent across the U.S. schedule and Canadian circular, and that informational legends are present on materials sent to U.S. holders. Output: supervisory checklists and exception logs for dealer manager and depositary roles named in the exhibit list.

• Bidder-identity and ownership resolution pipeline (data engineers, surveillance). Parse metadata.json to split entities[] on the (Subject) / (Filed by) suffix, capture every bidder CIK and IRS number, and join to Schedule 13G and Form F-X filings on the same CIK to resolve corporate parent chains, U.S. agents for service, and pre-bid stake accumulation. Feeds the bidder side of an internal deal-event graph that links each SC14D1F accession (and its amendment children) to the underlying acquirer entity and U.S. counterparties.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc14d1f-files.json

This endpoint returns the dataset's metadata along with the full list of container files available for download. The metadata includes the dataset name, description, last updated timestamp, earliest sample date (2002-02-01), total record and size counts, covered form types (SC14D1F and SC14D1F/A), the container format (ZIP), and the file types contained in each archive (HTML, JSON, TXT). The containers array lists every monthly or yearly ZIP, with each entry exposing its key, size, records, updatedAt, and a direct downloadUrl. Poll this endpoint to detect which containers changed in the most recent refresh and download only the updated archives. This endpoint does not require an API key.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-69d6-9d3c-f60de3cfa22b",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-sc14d1f-files.zip",
        

          4
            "name": "Form SC14D1F Files Dataset",
        

          5
            "updatedAt": "2026-04-15T12:28:10.873Z",
        

          6
            "earliestSampleDate": "2002-02-01",
        

          7
            "totalRecords": 412,
        

          8
            "totalSize": 10477504,
        

          9
            "formTypes": ["SC14D1F", "SC14D1F/A"],
        

          10
            "containerFormat": "ZIP",
        

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

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-sc14d1f-files/2026/2026-03.zip",
        

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

          16
                "size": 138187,
        

          17
                "records": 3,
        

          18
                "updatedAt": "2026-04-15T12:28:10.873Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-sc14d1f-files.zip?token=YOUR_API_KEY

Downloads the complete archive containing every SC14D1F and SC14D1F/A filing from February 2002 to the present in a single ZIP. Requires a valid SEC API key passed via the token query parameter.

Download Single Container: https://api.sec-api.io/datasets/form-sc14d1f-files/2026/2026-03.zip?token=YOUR_API_KEY

Each container is a monthly or yearly ZIP that can be downloaded independently. Resolve the container path either by appending the key field from the dataset index JSON to the base dataset URL, or by using the downloadUrl returned for each container entry. Requires a valid SEC API key.

Once unpacked, each container follows the layout YYYY-MM/<accession>/metadata.json alongside the primary HTML document and any other text or JSON files from the original EDGAR submission, making it straightforward to iterate filings by accession number and join the metadata with the raw documents.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Schedule 14D-1F and its amendment Schedule 14D-1F/A — the U.S.-Canada Multijurisdictional Disclosure System (MJDS) tender offer statement filed under Rule 14d-1(b) of the Securities Exchange Act of 1934. Schedule 14D-1F is used for cash tender or exchange offers for the securities of a Canadian-incorporated foreign private issuer, and SC14D1F/A captures material-change amendments to a previously filed schedule.

What does one record in this dataset represent?

One record is one EDGAR accession — a single tender-offer submission filed on Schedule 14D-1F or 14D-1F/A — packaged as a folder named with the 18-digit dash-stripped accession number. Each folder contains a parsed metadata.json header and the original EDGAR documents, almost always a single primary .htm carrying the schedule, sometimes accompanied by additional non-image attachments.

Who is required to file Schedule 14D-1F?

The filer is the bidder making the third-party cash tender or exchange offer for an eligible Canadian target. The target itself does not file SC14D1F; if the target's board responds to the offer, it files Schedule 14D-9F separately. Eligibility requires that the target is incorporated in Canada or a Canadian province, qualifies as a foreign private issuer, and that U.S. holders hold no more than 40 percent of the outstanding class subject to the offer.

What time period does the dataset cover?

The dataset begins in February 2002, when SC14D1F filings began moving onto EDGAR, and runs through the present. Schedule 14D-1F has existed since the SEC's June 1991 adoption of MJDS (Release No. 33-6902), but earlier paper filings predate EDGAR and are not represented here.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP containers organized as YYYY-MM/<accession>/. The file types found inside are HTML (the primary schedule document, wrapped in an SGML <DOCUMENT> envelope), JSON (the metadata.json submission header), and TXT (any text-format documents from the original EDGAR submission).

How does SC14D1F differ from Schedule TO?

Schedule TO is the general U.S. tender offer statement built on the Reg M-A item set. SC14D1F is the MJDS accommodation schedule that lets a bidder satisfy U.S. requirements by furnishing the Canadian Take-Over Bid Circular as exhibits to a short U.S. cover. SC14D1F is permitted only where the target is a Canadian foreign private issuer and U.S. holders own less than 40 percent of the subject class; if any condition fails, the bidder must use Schedule TO.

How often are new records added?

SC14D1F is event-driven, not periodic — filings occur on the commencement of a qualifying tender offer and on each material change thereafter. There is no recurring filing calendar; dataset density reflects cross-border Canadian deal flow under MJDS, and a single offer typically produces one initial SC14D1F followed by a chain of SC14D1F/A amendments through to final take-up.