When should the Schedule 13E-3 in a “going private” issuer tender offer be filed?
General Instruction D.3 to Schedule 13E-3 provides that the Schedule 13E-3 shall be filed as soon as practicable on the date the tender offer is first published, sent, or given to security holders. For an issuer tender offer that is a “going private” transaction subject to Rule 13e-3, Rule 13e-3(f)(2) provides that the requirements of Rule 13e-4 govern when the initial and amended offer materials published, sent, or given, and these materials will include the disclosure required by Rule 13e-3(e). The requirements of General Instruction D.4 to Schedule 13E-3 that the schedule must be filed with the Commission 30 days before any purchase of the subject securities, and the requirements of Rule 13e-3(f)(1)(i) that the statement containing the disclosures required by Rule 13e-3 be provided to shareholders twenty days before any purchase of the subject securities, do not apply. Rule 13e-3(f)(1) only applies to the kinds of transactions described in Rules 13e- 3(a)(3)(i)(A) and (C), and not t
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