Corporate Finance Alert: Financial Statement Requirements for a Business Acquired or to Be Acquired — What You Need to Know

Skadden, Arps, Slate, Meagher & Flom LLP

Brian V. Breheny Adrian J. S. Deitz Gregory A. Fernicola Z. Julie Gao Michelle Gasaway David J. Goldschmidt Stephan Hutter Laura A. Kaufmann Belkhayat Katja Kaulamo Jonathan Ko Edward Lam James A. McDonald Andrea L. Nicolas Gregg A. Noel Jonathan B. Stone Danny Tricot Pranav L. Trivedi Michael J. Zeidel Stacy J. Kanter

Significant levels of accumulated cash and historically low interest rates have positioned many companies to pursue merger and acquisition activity. However, in advance of entering into an acquisition transaction, potential acquirors and other transaction participants should be aware of the SEC reporting requirements for historical financial statements of the target business and pro forma financial information giving effect to the acquisition. These reporting requirements apply to the acquiror's financing documents, including registration statements and Rule 144A private offering memorandums, as well as to the acquiror’s current report on Form 8-K reporting the consummation of the acquisition.

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