TMX Investor Solutions: Information Agent

Consent solicitations for debt securities are critical to a company’s restructuring efforts. Due to these intense administrative requirements, many companies choose to entrust their consent solicitation process to TMX Investor Solutions. Our clients rely on us for flawless execution that ensures the proposed changes of the security agreement are adopted.

The process typically begins with TMX Investor Solutions’ best-in-class Debtholder Identification Services. We then provide clients and their financial and legal advisors with advice on the best way to reach out to security holders, and help them develop a strategy for achieving maximum support, including direct solicitation of key contacts at institutional investors, hedge funds, and arbitrageurs. When appropriate, we assist in the planning, implementation, and coordination of focused analyst/investor meetings, as well as financial media outreach to help build support for the initiative.

Our team of professionals has the depth of experience and high-level approach to guide your company and its debtholders through the complexities of debt tender and exchange offers. As your information agent, we provide a range of services that focus on developing a strategy to educate and mobilize your debtholders, including:

• Review and comment on all offer documents
• Breaking down your debtholder base into its components (5% holders, insiders, remaining institutions, remaining retail, and arbitrageurs)
• Providing a detailed list of the top institutions and arbitrageurs for contact and follow-up
• Advising on the timing and content of any required communications and debtholder outreach, including whether any extraordinary communications are required
• Providing tender and exchange agent services
• Preparing reports of tenders or consents received
• Preparing payment reports for principal and interest due
• Preparing payment calculation reports on any payments due under terms of the transaction
• Setting up of the offer through DTC and the custodian banks and brokers
• Projecting tender results
• Remaining in constant contact with debtholders, the depositary or exchange agent and our client and their advisors
• Providing constant analysis and communicate all participation results as they come in, and offer expectations for results through the expiration date

Through a unique combination of our extensive knowledge of these complex transactions, a deeply experienced team of professionals, institutional relationships with key decision makers, and keen analytical capabilities, TMX Investor Solutions has the ability to deliver the strategy and insights your company needs to continue moving forward.

Through our Information Agent Services, we provide a constant exchange of information throughout the transaction by proactively publicizing the transaction, its terms and deadlines, and the issuer’s recommendations to target investors. This includes providing intelligence on acceptance, anticipated final participation rate, and reasons for significant holdouts back to the bidder and its advisory team.

Our team of seasoned senior executives come from extensive investment banking, legal, and corporate governance backgrounds, and average more than 20 years of experience in these industries. Bolstered by our analytical capabilities, TMX Investor Solutions provides year-round advisory and board-quality deliverables to clients.

Our information agent services in tender offers implement a comprehensive analysis that includes the following:

• Breaking down your investor base into its components (5% holders, insiders, remaining institutions, arbitrageurs/event-driven, and remaining retail investors)
• Providing a detailed list of the top institutions and arbitrageurs for contact and follow-up
• Advising on the timing and content of any required communications and investor outreach, including whether any extraordinary communications are required
• Projecting tender results
• Remaining in constant contact with investor, custodians, the depositary/exchange agent, and our client and their advisors
• Providing constant analysis, communicating participation results in real time, and offering expectations of estimated results through the expiration date

TMX Investor Solutions’ seasoned strategic advisory team, in its role as information agent for tender offers, pulls from years of experience to deliver robust communications strategies and board-quality reports and analysis to clients. Led by a team of experienced, senior executives with extensive investment banking, legal, public relations, and corporate governance backgrounds, we leverage analytics and institutional relationships with decision makers - including arbitrageurs, hedge funds, and other event-driven investors - to drive winning strategies for our clients.

Our services include the following:

• Review of draft tender offer documents and terms
• Identification of the appropriate “spread” between the potential purchase prices
• Analysis of the shareholder profile and trading activity
• Provision of a detailed list of top institutions and arbitrageurs for contact and follow-up
• Advisement on the timing and content of any required communications and shareholder outreach, including whether any extraordinary communications are required
• Intelligence on acceptance, anticipated final participation rate, and reasons for significant holdouts
• Analysis of participation results as they come in

As your information agent, we provide a consistent two-way flow of information throughout the transaction by proactively communicating the terms and conditions of the Dutch auction tender offer. We provide real-time analysis in order to give clients the insight necessary to make informed decisions, reach out to particular holders, and avoid any unforeseen consequences.