When an SEC registrant initially consolidates a legal entity (including a VIE or a voting interest entity), the registrant may be required to report the consolidation on Form 8-K, Item 2.01.1 This is because Item 2.01, Instruction 2, defines an acquisition as follows:
The term acquisition includes every purchase, acquisition by lease, exchange merger, consolidation, succession or other acquisition except that the term does not include the construction or development of property by or for the registrant or its subsidiaries or the acquisition of materials for such purpose. [Emphasis added]
It is assumed that registrants have a general understanding of the reporting requirements in SEC Regulation S-X, Rule 3-05 (under which separate preacquisition historical financial statements of the acquired business must be filed when the acquisition of a significant business has occurred or is probable), and Regulation S-X, Article 11 (which establishes the requirements for pro forma financial information). Registrants should also consider the guidance in Deloitte’s Roadmap SEC Reporting Considerations for Business Acquisitions. Registrants may consult with their legal advisers and independent accountants regarding these requirements.