1010(a)

• Financial statements must be provided when the offeror's financial condition is material to the security holder's decision whether or not to sell or tende
• Financial statements are not material when:

• solely cash is offered, and
• either the offeror is a public reporting company under 13(a) or 15(d) that files on EDGAR, or the offer is for all outstanding securities of the subject class

• Note: financial information may still be required for two-step transactions
• SEC FAQS:

Applies to:

• Schedule TO - Item 10

• Include if material:
  - for issuer in an issuer tender offer
  - for the offeror in a third-party tender offer
• See Item 10 instructions
• SEC release commentary

• Schedule 13E-3 - Item 13

• See Item 13 instructions
• SEC release commentary

1010(b)

• Financial statements must be provided when the offeror's financial condition is material to the security holder's decision whether or not to sell or tende
• Financial statements are not material when:

• solely cash is offered, and
• either the offeror is a public reporting company under 13(a) or 15(d) that files on EDGAR, or the offer is for all outstanding securities of the subject class

• Note: financial information may still be required for two-step transactions

• SEC release commentary

• SEC FAQS:

Applies to:

• Schedule TO - Item 10
  Include if material:
  - for issuer in an issuer tender offer
  - for the offeror in a third-party tender offer
  See Item 10 instructions
• Schedule 13E-3 - Item 13
  See Item 13 instructions

1010(c)

• SEC FAQS:

Applies to:

• Schedule TO - Item 10 - Instruction 6
• Schedule 13E-3 - Item 13
  See Item 13 instructions

Regulation M-A