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Tag Archives: S-X Rule 3-05

Recent Acquisitions by a New Registrant: The Interplay Between Form 8-K and Rule 3-05 for Initial Registration Statements

As we recently discussed, Calvin Coolidge of Green Mountain Capital (your good client) has just acquired Maple Syrup in an LBO. Green Mountain is a private equity firm and Maple Syrup is a privately held corporation. Green Mountain financed the LBO with the proceeds from Maple Syrup’s high yield bond offering with registration rights. Maple … Continue Reading

Your Guide to Rule 3-05 of Regulation S-X, Part 4

We’ve spent the last few weeks considering whether So-Crates, Inc. will be required under Regulation S-X Rule 3-05 to include separate financials for its recently acquired subsidiary in its new registration statement. We’ve also considered the requirements to include pro forma financial information under S-X Article 11.… Continue Reading

When are Separate Financial Statements of Acquired Businesses Needed? Your Guide to Rule 3-05 of Regulation S-X, Part 1

So-Crates, Inc. is at it again, this time pulling off a major M&A deal. The company’s GC, Bill S. Preston, Esquire and its CFO “Ted” Theodore Logan, call to tell you that the company will finance the acquisition with a shelf take-down. They want to know what financial statements will be required in the prospectus, … Continue Reading