Wednesday, November 23, 2016

SEC Server Crash Delayed 10Q Filings

The SEC’s server crashed while filing Form 10Qs, causing several companies to miss this year’s 10Q deadline. Although many factors will cause a server to crash, it seems heavy traffic, all at once, caused the SEC server to malfunction during the busy 10Q filing period this time.
Imagine thousands of people trying to fit through a tiny space to exit a burning building. This is similar to how heavy traffic might also crash a server. A large queue prevents users from accessing a website, and many people think that the website has crashed when in reality the server is simply overloaded. At Edgar Agents, we suggest companies adhere to some common practices to dodge this problem and never miss a filing deadline, regardless of server failure.
Plan to File Early
We recommend setting a goal to file a few days before the due date, but if it cannot be avoided we recommend companies file by 2:30 pm on the deadline date. Many companies have to file dangerously close to the deadline time for reasons outside of their control, so it is inevitable that heavy web traffic will increase significantly around 4 pm EST. This could very likely overload the SEC server, causing delays and even crashing the system altogether. Filing before 2:30 pm escapes the chances of being caught in a glitch.

Get Organized

Create a list of items that need to be done by specific dates or times. No matter how close you are to the deadline, be sure to sort out and prepare the most pertinent pieces first before executing your plan of action.  For more on getting organized, check out our blog post Preparing Your Filings in Half the Time.

Make a Checklist

As with all filings, you must always be aware of your deadline. Create a checklist according to due dates. Only list the most important pieces of the puzzle so you don’t overwhelm yourself. Then simply address all the items on the list in an orderly fashion. This simple task will help you stay focused when things get hectic at the final hour. Also, create internal deadlines for each item to help you manage the process. This way you’ll be ready to file sooner than later.

For help creating your checklist, refer to the Deloitte & Touche LLP SEC Compliance Checklist for Annual Reports on SEC Form 10-K.

Use Online Tools

After you’ve created a checklist, incorporate these items into a calendar to share electronically. The Edgar ® Agents 2016 SEC Filings Calendar is a great source to start since it provides all the deadlines, SEC holidays and any other important dates you should know about when filing your documents. You can also make copies for all parties involved so they keep track on their own as well. This way everyone stays on the same page and uses the calendar as a tool when discussing next steps. Google and Outlook calendars also provide efficient online features, such as reminders.

Submit Financials First

When you are ready, submit your financial statements and notes first – these take the longest to process. Statements and notes need to be formatted in Edgar ® while specific information needs to be tagged in XBRL throughout the document. This procedure can take some time to administer accurately so sending in financials ensures you will have time to make any edits before the deadline. You will also be less likely to overlook inaccuracies.

Use Proofreader’s Marks

While proofreading your document, use the proper proofreader’s marks. Be sure to incorporate marks that actually request a specific edit and avoid ambiguous symbols that neither correct nor give direction. If you are not familiar with proofreader’s marks, the Chicago Manual of Style, AP or Merriam-Webster are excellent reference guides. Although some symbols may vary, most marks are similar enough to be universally recognized. Also, double check the submission page to make sure the form type and filing period is accurate.

Send Changes in Bulk

Submit all your changes at once or in one proof. If there is more than one party reviewing the document, submit everyone’s edits, plus your own, in one email or in one proof if possible. This could help speed up the alteration process. Also, be sure to work off of the latest draft when making edits. Working off of an older draft can be confusing to all parties involved.

Check Signatures and Dates

Make sure all signatures and dates are accurate when submitting your documents.  Even if the filing date could change during the conversion process (for example if a company decides to file on another date), be sure to double check the dates and signatures before giving final approval. It’s important to remember that for Edgar ®/XBRL, signature requirements are satisfied with the signatory’s name typed into the electronic format, but Registrants are required to retain manually signed authorizations of the typed signatures for five years.

Apply Policies and Procedures

If there is anything about filing electronically that you are doubtful about and your research doesn’t answer your questions, give us a call ahead of time. We can help guide you through the necessary steps so you’re prepared to file before the deadline. In addition, be aware that in annual reports companies are required to disclose whether periodic and current reports are available on their website. To assist with this, Edgar ® Agents offers its clients an XBRL widget that can be easily uploaded onto their site and updates automatically to display the latest financials. Ask about our XBRL widget when you call.

Trust Your SEC Filing Agent

Finally, it is critical to trust your filing agent. Edgar ® Agents provides unparalleled customer service for its clients and is available 24×7. We also take on last minute projects even during heavy filing periods. If you are not satisfied with your filer, it’s time for a new one now.

To learn more about Edgar ® Agents and our services, call us at 732-780-5036 or email us at info@edgaragents.com. Also visit our site at www.edgaragents.com or send us a note on any of our social pages. Twitter, LinkedIn, Google+ or Blogger.

Wednesday, November 2, 2016

Devilish Deals

This month saw many attempts at deal-making, but some are still in the very early stages. So far we have see some industries increasing their deal-making activity. Technology being one of them. Here are few deals that took place this month. Please note that not all deals that took place in October are listed. 

CompaniesIndustrySynopsisPrice
General Electric Co/Baker Hughes Inc.EnergyGeneral Electric Co, banking on a recovery in oil prices, said it would merge its oil and gas business with No. 3 oilfield services provider Baker Hughes Inc.
DBS Group/Australia and New Zealand Banking GroupFinancialDBS Group plans to buy Australia and New Zealand Banking Group's wealth and retail businesses in five Asian markets - part of a big private banking push for the Singapore lender and the first significant retreat from Asia for ANZ.
Aramex PJSCLogisticsAramex PJSC said it was pursuing partnerships with logistics and technology companies to expand its e-commerce business after the Dubai-based logistics firm posted a 3 percent drop in its third-quarter net profit.
Sony Corp/Murata Manufacturing Co.TechnologySony Corp said it was cutting its annual profit outlook due to impairment losses related to the sale of its battery business to Murata Manufacturing Co.
Dhaka/Chevron Corp./BangladeshEnergyBangladesh is considering buying Chevron Corp's interest in three natural gas fields in the country, worth an estimated $2 billion, two senior government officials said, as Dhaka looks to secure the supply of a critical source of energy. $2 billion
France/ChinaFinancialFrance and China will set up a fund for joint investment in overseas projects, France's foreign minister said, as China's voracious appetite for overseas acquisitions continues to grow despite some recent stumbles in overseas markets.
Nippon Yusen/Mitsui OSK Lines Ltd/Kawasaki Kisen Kaisha Ltd LogisticsNippon Yusen, Mitsui OSK Lines Ltd and Kawasaki Kisen Kaisha Ltd said they would form a joint venture that will have 2 trillion yen ($19.1 billion) in combined revenue and control 7 percent of global container shipping capacity.$19.1 billion
Randstad Holding AV/Monster WorldwideHuman ResourcesRandstad Holding AV, the Dutch staffing company said its bid to acquire U.S. jobs website Monster Worldwide has been successful after receiving 51.5 percent of shares tendered to its takeover offer of $3.40 per share.
MGM Resorts International/Japanese casinoHospitality/Real EstateLas Vegas-based MGM Resorts International could plough almost $10 billion into a Japanese casino via a publicly-traded real estate investment trust, its chief executive said, as Tokyo inches closer to legalizing the industry. $10 billion
InvenSense Inc.TechnologyInvenSense Inc, a U.S. semiconductor company that makes motion sensors for Apple Inc and Samsung Electronics Co Ltd, is exploring strategic alternatives, including a possible sale, people familiar with the matter said on Friday.
Goldman Sachs Group Inc/AT&T IncTechnology/FinancialGoldman Sachs Group Inc missed out on an advisory role on telecom giant AT&T Inc's deal to buy Time Warner Inc for $85.4 billion because of its perceived conflict stemming from advising media mogul Murdoch's Twenty-First Century Fox Inc two years ago, when it made a failed bid for Time Warner.$85.4 billion
Netflix Inc/Netflix IncTechnologyNetflix Inc's Chief Executive Reed Hastings said he was in favor of Netflix Inc's planned $85.4 billion acquisition of Time Warner Inc, provided that his popular media streaming company continued to be treated fairly.$85.4 billion
D.E. Shaw and Co/SunEdison Inc Financial/EnergyHedge fund manager D.E. Shaw and Co made a non-binding proposal to replace SunEdison Inc as the operating sponsor of the bankrupt solar company's yieldco Terraform Power Inc, according to a regulatory filing.
Deutsche Bank AG/Deutsche Postbank AG FinancialDeutsche Bank AG is considering a u-turn in its retail banking strategy and may opt for a full integration of its Deutsche Postbank AG operations instead of a sale, three people close to the bank said.
Luxottica Group SpARetailLuxottica Group SpA is always on the lookout for potential targets and would prefer to enter new markets or strengthen its distribution network with acquisitions rather than adding new brands to its portfolio, its chief executive said.
Tata Power Company LtdEnergyIndia's Tata Power Company Ltd plans to expand capacity by acquiring some of the country's numerous underutilized plants instead of investing in expensive new facilities, the utility's chief executive said.
Investcorp Bank BSC/3i GroupFinancialBahrain-based private equity firm Investcorp Bank BSC is set to buy 3i Group's debt-management business, rebranding it Investcorp Credit Management.
Nordnet ABFinancialOnline bank Nordnet AB's majority owners launched a bid for outstanding shares in the company, valuing it at 6.5 billion crowns ($729 million) and saying its investment needs made private ownership a better option.$729 million
Abengoa SA EnergyRenewable energy firm Abengoa SA is on track for the 75 percent creditor approval needed for its restructuring plan and avoid filing for Spain's biggest ever bankruptcy, a source with knowledge of the deal said.
Lotte GroupHospitalityLotte Group's chairman, indicted in a corruption probe, unveiled a major restructuring of the beleaguered South Korean conglomerate in a move to bolster confidence among consumers and potential investors as it restarts plans to list its hotels arm.
HNA Group/Hilton Worldwide Holdings Inc/Blackstone Group LPAviation/Logistics/HospitalityChina's aviation and shipping giant HNA Group extended its push into hotels and Chinese tourism, paying $6.5 billion to buy a 25 percent stake in Hilton Worldwide Holdings Inc from biggest shareholder Blackstone Group LP. $6.5 billion 
Electricity Generating Authority of Thailand/Adaro Indonesia PTEnergyThailand's cabinet approved the Electricity Generating Authority of Thailand's proposal to purchase as much as 12 percent of coal miner Adaro Indonesia PT for $325 million, a government spokesman said.$325 million
Source: Reuters