Ten M&A-focused searches in our SEC Disclosure & Transactions section (a Countdown)
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What kind of M&A disclosure can you find on the knowledgemosaic platform? Here’s a sampling of searches. (All searches are on our SEC Filings page unless otherwise indicated.)
10. My firm represents a company preparing to solicit shareholder approval for a proposed merger. The deal involves a stock split and we want to see how others have drafted anti-dilution provisions.
Search parameters: Scope: All Filings (Basic) Entity: All Filers Form Type: DEFM14A; Text: (anti-dilution provisions OR adjustments to prevent dilution) AND (stock split NOT reverse stock split) Time Frame: Last 3 Years
9. I need a search to locate Escrow Agreements associated with merger agreements in which the Bank of New York Mellon is either the trustee or the escrow agent.
Search parameters: Scope: All Filings (Basic) Entity: All Filers Subdocuments: Exhibits Only Exhibits: All Exhibits Text: “this escrow agreement” AND merger agreement AND (“bank of new york mellon as trustee” OR “bank of new york mellon as escrow agent”) Date Range: Last 3 Years
8. How can I use Knowledge Mosaic to find sample risk disclosure by Real Estate Investment Trusts with respect to termination fees associated with merger agreements?
Search page: Risk Factors Search parameters: Risk Factor Term: Merger Agreements SIC Code: 6798 Text: Termination Rights
7. I would like to find examples of mergers or acquisitions with a two-step structure in which the target company is incorporated in California.
Search parameters: Scope: All Filings (Expanded) Entity: All Filers Place of Incorporation: California Form Type: SC 14D9; Text: two-step
6. Can you recommend a search for finding precedent language in Contingent Value Rights Agreements drafted in the context of M&A transactions? We’re especially interested in companies in the pharmaceutical industry.
Search parameters: Scope: All Filings (Expanded) Entity: All Filers Subdocuments: Exhibits Only Exhibits: All Exhibits Text: this contingent value rights agreement AND (merger NEAR/4 agreement) SIC: 2834 Time Frame: Last 3 Years
5. My firm represents a pharmaceutical company that is anticipating a merger or acquisition situation. Can I see some recent estimates of anticipated fees and expenses incurred for these deals for companies in that industry?
| Search parameters: Scope: All Filings (Expanded) Entity: All Filers Text: (estimate* NEAR/3 fees NEAR/5 incurred) PRE/20 (merger or acquisition) SIC: 2834 Time Frame: Last 3 Years |
4. I’m looking for supplemental indentures filed in circumstances where the buyer in a business combination is assuming the rights and obligations of the seller. Can you recommend a search?
| Search parameters: Scope: All Filings (Basic) Entity: All Filers Subdocuments: Exhibits Only Exhibit Label: supplemental indenture Text: (merger OR acquisition OR business combination) AND (company PRE/2 assumes the obligations) Date Range: 1/1/2006~present |
3. I am interesting in seeing stock purchase agreements by Delaware-incorporated companies in the context of a change in control of the company, that show how earn-out payments are calculated.
Search parameters: Scope: All Filings (Expanded) Entity: All Filers Subdocuments: Exhibits Only Exhibits: Exhibit 2. Plans for Change of Control Exhibit Label: stock purchase agreement Place of Incorporation: Delaware Text: earn-out payment near/2 calculat*
2. I am looking for tender offer filings which include an exchange offer that would convert Class B stock into Class A stock.
Scope: All Filings (Basic) Entity: All Filers Form Group: Tender Offers (Schedule TO) Text: (exchange near/2 offer) and (class B pre/2 into class A)
1. We need examples of transaction agreements involving a national bank (national bank, national association, N.A., or a bank holding company or a financial services holding company that owns a national bank, or any other of their affiliates) which contain a restrictive covenant (e.g., a non-compete or non-solicitation covenant).
Entity: All Filers Subdocuments: Exhibits Only Exhibits: Exhibit 10. Material Contracts Text: ((stock OR Asset or merger) near/3 Agreement) AND (non-compet* or restrictive covenant) SIC: 6021~6029
