The legitimate process for a company to go private
To successfully "go dark," a company must complete two actions: delisting and deregistration.
1. Delisting from an exchange:
* First, the company voluntarily removes its shares from a major stock exchange by filing a Form 25 with the SEC.
The company must give public notice via a press release and its website at least 10 days before filing the Form 25.
2. Deregistering with the SEC:
* To cease mandatory reporting requirements, the company must also deregister with the SEC.
To do this, it must reduce its number of shareholders below a specific threshold— generally fewer than 300 "holders of record".
* This is typically achieved through a "going private" transaction, such as a tender offer, where a controlling shareholder or a private equity firm offers to buy back all outstanding shares from public investors.
* Alternatively, a company can execute a reverse stock split to force out smaller shareholders, cashing them out in the process.
* Once the shareholder count is low enough, the company files a Form 15 with the SEC to suspend and later terminate its reporting obligations.