Rule 13e-3 (Schedule 13E-3)

Rule 13e-3 (17 CFR 240.13e-3) prescribes the filing, disclosure, and dissemination requirements in connection with a going private transaction by an issuer or an affiliate. A “Rule 13e-3 transaction” is a transaction or series of transactions specified in Rule 13e-3(a)(3)(i) that has either a reasonable likelihood or a purpose of producing, either directly or indirectly, any of the effects described in Rule 13e-3(a)(3)(ii). The effects referred to in Rule 13e-3(a)(3) include: (a) causing any class of equity securities of the issuer which is subject to Section 12(g) or Section 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) to be eligible for termination of registration, or causing the reporting obligations with respect to such class to become eligible for termination or suspension; or (b) causing any class of equity securities of the issuer which is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association to be neither listed on any national securities exchange nor authorized to be quoted on a inter-dealer quotation system of any registered national securities association. Schedule 13E-3 (17 CFR 240.13e-100) is the transaction statement that must be filed under Rule 13e-3. The information required by Rule 13e-3 and Schedule 13E-3 is intended to ensure investors are appropriately informed in connection with certain going private transactions.

The latest form for Rule 13e-3 (Schedule 13E-3) expires 2029-06-30 and is listed under ICR 202512-3235-034.