Corp Fin Issues New M&A-Related CDIs

Last week, the SEC issued a number of new CDIs related primarily to M&A transactions, including Forms 8-K, communications under Rule 14a-12, and, in the context of de-SPAC transactions, the Rule 14e-5 prohibition of purchases outside of a tender offer.

Form 8-K

There were two new CDIs concerning Forms 8-K reporting about the entry into material agreements for business combinations.

Item 1.01 Entry into a Material Definitive Agreement

• Question 102.04 This CDI discusses the terms that should generally be reported when providing a description of a business combination agreement in a Form 8-K. Although ultimately, materiality will depend on the particular facts and circumstances, according to the CDI, the following terms should generally be viewed as material and should be disclosed: