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CAPWATCH REPORT EXPLANATION
Capital Change Notifications

Approval:  Shareholders of the target company approved the offer made by the initiating company.
Bankruptcy:  A corporation is in a state of insolvency. There are two kinds of legal bankruptcy under U.S. law; namely involuntary, when one or more creditors petition to have a debtor judged insolvent by a court and voluntary, when the debtor brings the petition.

Bankruptcy announcements result from both Chapter 7 and Chapter 11 Petitions:

Chapter 7, which deals with liquidation, provides for a court appointed interim trustee with broad powers and discretion to make management changes, arrange unsecured financing and generally operate the debtor business in such a way as to prevent a loss.

Chapter 11, which deals with reorganization, provides that the debtor remains in possession of the business and in control of its operation, unless the court rules otherwise.

Completion:  A merger, reorganization or similar negotiation has been finalized.
Consent:  A corporation or municipality seeks approval from its stockholders or bondholders concerning a security exchange, indenture amendment, etc.
Consent-Tender:  A corporation or municipality seeks approval from its stockholders or bondholders concerning a security exchange, indenture amendment, etc.. This consent is being sought in conjunction with a tender offer or an exchange. Security holders may have to consent in order to tender or exchange.
Conversion:  One type of security may be converted into or exchanged for another type of security or cash.
CUSIP Number Change:  A municipality refunds a portion of an issue and the CUSIP Service Bureau assigns new CUSIP Numbers for the refunded portion and the unrefunded portion of the issue.
Default:  Failure of a debtor to make timely payments of interest and principal as they come due or to meet some other provision of a bond indenture. In the event of default, bondholders may make claims against the assets of the issuer in order to recoup their principal.
Depositary:  Information about the transfer agent, redemption agent, or exchange agent as to where shares or bonds should be tendered.
Distribution:  The target company makes a cash or stock distribution. If stock is being distributed, the CUSIP Number for the distributed security will be reported.
DTC:  A DTC Contra CUSIP Number is reported.
Escrow to Maturity:  A municipality deposits monies in escrow, usually U.S. government securities, sufficient in amount to pay the principal and interest of an outstanding bond until maturity. Bonds are then considered to be defeased.
Exchange:  An issue of a target company is being exchanged for another type of security. The new security may be from the target company or the initiating company. An exchange can either be mandatory or voluntary.
Exercise:  The exercise price of a warrant has been announced or the company calls for the warrants to be exercised.
Expiration:  An exchange offer or tender offer expires.
Extension:  The expiration period of a voluntary offer has been extended.
Information:  This notification type is used to report a corporate action that does not fit any of the other notification types.
Lawsuit:  A class action filed by the shareholders against the company.
Liquidation:  A public company reports its intentions to dismantle its business, paying off debts in order of priority and distributing the remaining assets in cash to the owners of the securities. Final liquidation to shareholders reported.
Meeting:  Shareholders will meet to vote on a merger agreement.
Merger:  A combination of two or more companies. A target company announces its definitive agreement to merge with another company.
Merger Election:  A target company enters into a definitive agreement to merge with another company. Shareholders have several options to choose in exchange for shares of the target company.
Name Change:  A company changes its corporate name.
New Offer:  A target company receives an amended offer from the same initiating company after receiving an initial offer.
Odd Lot Tender:  Company offers to purchase odd lots of stock from shareholders usually less than 100 shares.
Offer to Buy:  A target company receives for the first time an offer to be acquired by an initiating company.
Prerefunded:  A bond issuer floats a second bond issue in order to pay off the first bond issue at the first call date. The proceeds from the sale of the second bond issue are invested, usually in U.S. Treasury securities, that will mature at the first call date of the first issue. Those first bonds are said to be prerefunded after this operation has taken place. Bond issuers prerefund bonds during periods of lower interest rates in order to lower their interest costs.
Proration:  The proration announcement reports the factor applicable to a tender offer limiting number of shares the issuer may purchase.
Protect:  Number of days allowed to submit documentation after the expiration date for guaranteed delivery.
Put - Mandatory:  Bondholders are "cashed out" at the stated put price on the payment date. Bondholders may have the right to retain their securities. A retainment option requires the bondholder to provide notice to the agent within the required notification period.
Put - Optional:  Bondholder may elect to have security repaid at a stated price upon giving notice to tender agent within the required notification period. Bondholders not giving notice retain the security.
Recapitalize:  A corporation changes its original capital structure.
Reclassified:  A security is being categorized as another type of security. For example, common stock reclassified to class A common.
Redemption - Full Call:  Issuer redeems all of the outstanding bonds in advance of their original maturity. The call provision and the related call price are established when the bonds are issued.
Redemption - Partial Call:  Issuer redeems a portion of the outstanding bonds in advance of their original maturity. The call provision and the related call price are established when the bonds are issued.
Rejection:  The board of directors of a target company reject an offer to be acquired by an initiating company.
Reverse Stock Split:  A company announces a stock split that reduces the number of shares outstanding.
Rights Plan - Adoption:  A company adopts a shareholders rights plan to avoid takeover attempts.
Rights Plan - Execution:  A company issues rights to current shareholders giving them the right to purchase additional securities.
Spin-Off:  The separation of a subsidiary or division of a corporation from its parent by issuing shares in a new corporate entity. Shareholders in the parent company will receive securities in the new entity in proportion to their original holding and the total value remains approximately the same.
Stock Dividend:  A dividend paid in securities rather than cash.
Stock Split:  The division of the outstanding shares of a corporation into a larger number of shares. A 2-for-1 split by a company with 1 million shares outstanding results in 2 million shares outstanding.
Tender Offer:  A public offer to buy securities from existing security holders of one public corporation by another company or organization under specified terms. Security holders are asked to tender (surrender) their holdings for a stated value, usually at a premium above the current market price.
Tender Offer - Municipal:  Municipality offers to buy back bonds either at stated value or at the open market.
Termination:  Negotiations between the target company and the initiating company are suspended.
Unit Split:  Components of a unit are separated.

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