Mandatory Corporate Action FAQs

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MANDATORY CORPORATE ACTIONS FAQS
PUBLICATION DATE:
APRIL 2015
[DTCC Confidential: Green]
[FAQs]
THE LIFE CYCLE OF MANDATORY CORPORATE ACTION PROCESSING AT DTCC
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[FAQs]
How soon should I notify DTCC of an upcoming corporate action event?
To help ensure timely processing, you should notify DTCC’s mandatory reorg announcements department of an
upcoming corporate action event as soon as possible but, no less than 5 business days before the anticipated
effective date. The notification must be an official document and it must be on company letterhead along with
an authorized signature (i.e. company issued press release, proxy statement, agent verification form submitted to
FINRA, SEC filing, etc.) Any additional supporting documentation you can provide will also assist in the
announcements process. All documentation should be sent to mandatoryreorgannouncements@dtcc.com and
should indicate that it is public information.
*Please note an email notification is NOT acceptable.
What critical information does DTCC need to announce a corporate action event?
The notification document provided to DTCC should contain the following information:
 Description of the corporate action event
 Issue name
 Target issue CUSIP number
 New CUSIP number (if available)
 Exchange rate (cash and/or stock)( if available)
 Anticipated effective date (if available)
 Current outstanding balance held by DTCC
 DTCC’s total new entitlement
 Issuer’s counsel contact information ( name, email, phone)
 Transfer agent contact information (name, email, phone)
How will the new CUSIP become DTC eligible?
For corporate action events on DTC eligible securities, DTCC’s Reorganization Department will initiate the
eligibility process as part of their corporate action processing workflow. It is the responsibility of the Issuer of
the security (or securities) undertaking a corporate action to provide evidence that the new security (or
securities) resulting from that action satisfy DTC’s eligibility criteria set forth in DTC’s Operational
Arrangements (“OA”).
(Please refer to DTC’s OA at http://www.dtcc.com/~/media/Files/Downloads/Settlement-AssetServices/Underwriting/operational-arrangements.pdf)
Upon confirmation of the event details and new CUSIP number with the Agent, DTCC’s Reorganization
Department will submit the new CUSIP to DTCC’s Underwriting Department to conduct the eligibility
determination review. (Please refer to the benefits, services, and eligibility requirements associated with your
corporate action pamphlet for additional information).
Once DTC has reviewed the information for the new security (or securities) provided by the Issuer or their
Agent, DTC will advise the Issuer (or their Agent) whether additional documentation/ information about the
new security is required; which in most instances, is an opinion of counsel to the Issuer to substantiate the legal
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[FAQs]
basis for eligibility. DTC expects, among other things, any such opinion to be provided by an experienced
securities practitioner, is licensed to practice law in the relevant jurisdiction and in good standing in any bar to
which such practitioner is admitted. Such counsel must be engaged in an independent private practice (i.e., not
in-house counsel) and may not have a beneficial ownership interest in the security for which the opinion is
being provided or be an officer, director or employee of the Issuer. DTC reserves the absolute discretion to
approve or reject the counsel issuing the opinion which is being delivered to DTC.
What are the reasons for a delayed announcement / allocation?
 Late notification of a corporate action event to DTCC’s announcements department
 Deferred confirmation of terms with the transfer agent, issuer’s counsel, or the issuer
 Insufficient/ improper documentation
 Unclear event structure/ miscommunication of information to DTCC
 Out of balances with the transfer agent or paying agent
 Legal matters
 Payment not received timely or supplied by the agent
 New CUSIP eligibility
 Concurrent event being processed by another department
- Dividends
- Voluntary reorg processing
- Redemptions
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[FAQs]
What are the critical events dates for DTCC and how are they processed?
*Please note: the company effective date may differ from the exchange effective date
Who should I contact?
Questions or information regarding corporate actions:
Mandatory Reorg Announcements: mandatoryreorgannouncements@dtcc.com
Voluntary Reorg Announcements: voluntaryreorgannouncements@dtcc.com
Questions or information regarding dividends:
stockdividendannouncements@dtcc.com
dividendannouncements@dtcc.com
dividenddefaultpayments@dtcc.com
Questions or information regarding dissents or appraisal rights:
demandanddissent@dtcc.com
Questions or information regarding redemptions:
redemptionnotification@dtcc.com
Questions regarding New CUSIP eligibility requirements:
(866) 724-4402
Transfer agent and fast balancing updates:
taservices@dtcc.com
fast_implementation@dtcc.com
General inquiries:
Customer Help Center: (888) 382-2721
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