AASSIGN Acquiror Financial Advisor Assignments (Descriptions): Assignments performed by the acquiring company's financial advisor(s). Assignments are: Arranged Financing (AF) Advised Termination (AT) Dealer Manager (DM) Equity Capital Mkt (EC) Equity Participant (EP) Advisor (FA) Fairness Opinion (FO) Initiated Deal (ID) Independent Expert Report (IE) No Investment Bank (NR) Provided Financing (PF) Represented Board (RB) Represented Claimants (RC) Represented Bondholders (RD) Represented Government (RG) Represented Shareholders (RH) Represented Seller (RL) Represented Major Holder (RM) Underwriter (U) AASSIGNC Acquiror Financial Advisor Assignments (Codes): Code for assignments performed by the acquiror company's financial advisor(s). Assignments are: Arranged Financing (AF) Advised Termination (AT) Dealer Manager (DM) Equity Capital Mkt (EC) Equity Participant (EP) Advisor (FA) Fairness Opinion (FO) Initiated Deal (ID) Independent Expert Report (IE) No Investment Bank (NR) Provided Financing (PF) Represented Board (RB) Represented Claimants (RC) Represented Bondholders (RD) Represented Government (RG) Represented Shareholders (RH) Represented Seller (RL) Represented Major Holder (RM) Underwriter (U) ACQUIROR_PUB_MID Acquiror Mid Level Public Status describing a more defined form of ownership of the acquiror at the time of the transaction. Public Public - A company that is 100% publicly traded or a majority of the common/ordinary shares are traded on a stock exchange and there is NO majority parent Public Government - Any portion of the company trades, with the government holding a majority interest (50% or more) Public Subsidiary - Any portion of the company trades, with the majority (50% or more) held by a parent company Public Fund - A fund that trades on an exchange Public Trust - A trust that trades on an exchange Public Unlisted - For Australian companies only - a private company where the number of shareholders exceeds a certain limit such that legislation classifies them as public companies subject to public company disclosure Private Private - A company that is private (shares not traded on a public exchange) (owned by an individual(s) or family) or has a parent of less than 50% where that parent is NOT a government Private Government - A company whose shares are not publicly traded in which the government owns a stake of less than 50% Private SPV - Any SPV that does not have a parent owning 50% or more, or where a parent can not be identified Private Fund - Any fund that does not have a parent owning 50% or more and that does not trade Private Trust - Any trust that does not have a parent owning 50% or more and that does not trade Private LBO Acquisition Vehicle - Any company set up for the sole purpose of carrying out an LBO not traded on a public stock exchange or with a parent owning 50% or more. One shot acquisition vehicles. Government Government - A entity that is 50% or more owned by the government and is not publicly traded Government Branch - A government division, branch or operations that is being sold off Government Asset - A government (tangible) asset that is being sold off JV JV - A company that by legal definition is a Joint Venture (having 2 or more parents each owning a stake and working together on a joint project, company or effort) JV Asset - A (tangible) asset that a joint venture is selling off Individual Individual - A person/investor (same as current investor) Mutual Mutual - Companies whose ownership and profits are distributed among members in proportion to the amount of business they do with the company (same as current mutual) Subsidiary Subsidiary - An entity with a parent of 50% or more that is NOT publicly traded on a stock exchange and the parent is not a government Subsidiary SPV - An SPV with a parent owning 50% or more Subsidiary Fund - A fund with a parent owning 50% or more Subsidiary Trust - A trust with a parent owning 50% or more Subsidiary Branch - A branch/division/operations being sold off by a parent Subsidiary Asset - A (tangible) asset being sold off by a parent that is not a JV or government ACQUIROR_WALK_AWAY_PRICE Acquiror Walk Away Price: If the acquiror's stock price rises considerably, such that the target would receive a price per share above the maximum price specified in the merger agreement, the acquiror may terminate the merger agreement. Ex: If the acquiror's price rises above $23, the acquiror has the right to terminate the agreement. Acquiror walk away price = $23 This item is used in conjunction with the COLLAR data item and will only be used if COLLAR = Y. APROVINCE Canadian Province of Acquiror: Province that a Canadian acquiror is located in. AB = Alberta BC = British Columbia MB = Manitoba NB = New Brunswick NF = Newfoundland NT = Northwest Territories NS = Nova Scotia ON = Ontario PE = Prince Edward Island PQ = Quebec SK = Saskatchewan YT = Yukon AUP_PUB_MID Acquiror's Ultimate Parent Mid Level Public Status describing a more defined form of ownership of the acquiror's ultimate parent at the time of the transaction. Public Public - A company that is 100% publicly traded or a majority of the common/ordinary shares are traded on a stock exchange and there is NO majority parent Public Government - Any portion of the company trades, with the government holding a majority interest (50% or more) Public Subsidiary - Any portion of the company trades, with the majority (50% or more) held by a parent company Public Fund - A fund that trades on an exchange Public Trust - A trust that trades on an exchange Public Unlisted - For Australian companies only - a private company where the number of shareholders exceeds a certain limit such that legislation classifies them as public companies subject to public company disclosure Private Private - A company that is private (shares not traded on a public exchange) (owned by an individual(s) or family) or has a parent of less than 50% where that parent is NOT a government Private Government - A company whose shares are not publicly traded in which the government owns a stake of less than 50% Private SPV - Any SPV that does not have a parent owning 50% or more, or where a parent can not be identified Private Fund - Any fund that does not have a parent owning 50% or more and that does not trade Private Trust - Any trust that does not have a parent owning 50% or more and that does not trade Private LBO Acquisition Vehicle - Any company set up for the sole purpose of carrying out an LBO not traded on a public stock exchange or with a parent owning 50% or more. One shot acquisition vehicles. Government Government - A entity that is 50% or more owned by the government and is not publicly traded Government Branch - A government division, branch or operations that is being sold off Government Asset - A government (tangible) asset that is being sold off JV JV - A company that by legal definition is a Joint Venture (having 2 or more parents each owning a stake and working together on a joint project, company or effort) JV Asset - A (tangible) asset that a joint venture is selling off Individual Individual - A person/investor (same as current investor) Mutual Mutual - Companies whose ownership and profits are distributed among members in proportion to the amount of business they do with the company (same as current mutual) Subsidiary Subsidiary - An entity with a parent of 50% or more that is NOT publicly traded on a stock exchange and the parent is not a government Subsidiary SPV - An SPV with a parent owning 50% or more Subsidiary Fund - A fund with a parent owning 50% or more Subsidiary Trust - A trust with a parent owning 50% or more Subsidiary Branch - A branch/division/operations being sold off by a parent Subsidiary Asset - A (tangible) asset being sold off by a parent that is not a JV or government BASSIGNCODE Target or Acquiror Advisor Assignments (Codes): Code for assignments performed by the target or acquiror company's financial advisor(s). Assignments are: Arranged Financing (AF) Advised Termination (AT) Dealer Manager (DM) Equity Participant (EP) Advisor (FA) Fairness Opinion (FO) Initiated Deal (ID) Lead Underwriter (LU) No Investment Bank (NR) Provided Financing (PF) Represented Board (RB) Represented Claimants (RC) Represented Bondholders (RD) Represented Government (RG) Represented Shareholders (RH) Represented Seller (RL) Represented Major Holder (RM) Underwriter (U) BIDTYPE Australian Mergers: Bid Type Code: A code representing the type of Bid the acquiror has made. Type A: Bidder's Statement: The offer will be done "off the market" via privately negotiated transactions. Type C: On-Market Bidder's Statement: The offer will be done "on the market" via open-market transactions. Type S: Scheme of Arrangement: The offer will be done via a Scheme of Arrangement. BOTH_PUB_MID Both the acquiror's and target's Ultimate Parent Mid Level Public Status describing a more defined form of ownership of the acquiror and target's ultimate parent at the time of the transaction Public Public - A company that is 100% publicly traded or a majority of the common/ordinary shares are traded on a stock exchange and there is NO majority parent Public Government - Any portion of the company trades, with the government holding a majority interest (50% or more) Public Subsidiary - Any portion of the company trades, with the majority (50% or more) held by a parent company Public Fund - A fund that trades on an exchange Public Trust - A trust that trades on an exchange Public Unlisted - For Australian companies only - a private company where the number of shareholders exceeds a certain limit such that legislation classifies them as public companies subject to public company disclosure Private Private - A company that is private (shares not traded on a public exchange) (owned by an individual(s) or family) or has a parent of less than 50% where that parent is NOT a government Private Government - A company whose shares are not publicly traded in which the government owns a stake of less than 50% Private SPV - Any SPV that does not have a parent owning 50% or more, or where a parent can not be identified Private Fund - Any fund that does not have a parent owning 50% or more and that does not trade Private Trust - Any trust that does not have a parent owning 50% or more and that does not trade Private LBO Acquisition Vehicle - Any company set up for the sole purpose of carrying out an LBO not traded on a public stock exchange or with a parent owning 50% or more. One shot acquisition vehicles. Government Government - A entity that is 50% or more owned by the government and is not publicly traded Government Branch - A government division, branch or operations that is being sold off Government Asset - A government (tangible) asset that is being sold off JV JV - A company that by legal definition is a Joint Venture (having 2 or more parents each owning a stake and working together on a joint project, company or effort) JV Asset - A (tangible) asset that a joint venture is selling off Individual Individual - A person/investor (same as current investor) Mutual Mutual - Companies whose ownership and profits are distributed among members in proportion to the amount of business they do with the company (same as current mutual) Subsidiary Subsidiary - An entity with a parent of 50% or more that is NOT publicly traded on a stock exchange and the parent is not a government Subsidiary SPV - An SPV with a parent owning 50% or more Subsidiary Fund - A fund with a parent owning 50% or more Subsidiary Trust - A trust with a parent owning 50% or more Subsidiary Branch - A branch/division/operations being sold off by a parent Subsidiary Asset - A (tangible) asset being sold off by a parent that is not a JV or government COLLAR_EXCHANGE_RATIO_FIXED Collar Exchange Ratio Fixed: Yes/No flag set to 'Y' when acquirer issues a FIXED RATIO of shares for each target share unless the collar is broken (acquiror's price falls below or rises above certain price set in the agreement). Target shareholders receive at closing a price per share that is directly proportional to the acquiror's stock price at closing. This item is used in conjunction with the COLLAR data item and will only be used if COLLAR = Y. COLLAR_EXCHANGE_RATIO_FLOATING Collar Exchange Ratio Floating: Yes/No flag set to 'Y' when acquiror issues a FLOATING RATIO of shares (or a fixed price) for each target share unless the collar is broken (acquiror's price falls below or rises above certain price set in the agreement). Target shareholders receive at closing a price per share that is independent of the acquiror's stock price at closing. This item is used in conjunction with the COLLAR data item and will only be used if COLLAR = Y. COLLAR_STAT COMPLETE: deal contains complete information regarding collar INCOMPLETE: not all information regarding collar is in the deal yet LIMITED: the information available is very limited CONSID_STRUCTURE Consideration Structure: Description of consideration offered in the transaction. Cash Only - Transactions in which the only consideration offered is CASH, EARNOUT or ASSUMPTION OF LIABILITIES, or any combination of the three. Stock Only - Transactions in which the only consideration is a form of STOCK. Hybrid - Transactions in which one of the considerations offered is one of either CASH, EARNOUT, or ASSUMPTION OF LIABILITIES and the other consideration offered is a form of STOCK. Other - Transactions in which the consideration offered is any combination excluding CASH ONLY, STOCK ONLY and HYBRID. DAO Original Date Announced: The date when the target company is first publicly disclosed, as a possible takeover candidate (not rumored). Only filled in when different from the announcement date. DAO is used for the calculation of stock premiums. When multiple bidders exist, the DAO is recorded in the following cases: (1) If acquiror changes from 'Seeking Buyer' or 'Undisclosed Acquiror' to an actual entity. (2) Competing bids are announced. (3) Competing stakes are announced. (4) A defensive transaction is announced. DEFTAC Defense Tactics Description: Description of all defensive tactics employed to thwart an unsolicited or hostile offer: ALOCKUP: Acquiror owns a lockup agreement LOCKAST: Asset lockup BACKEND: Backend poison pill DEFRECAP: Defensive recapitalization DEFREP: Defensive repurchase DEFSELF: Defensive self-tender offer FLIPOVER: Flipover poison pill GREEN: Greenmail LOCKUP: Lockup PACMAN: Pac-man defense POISON: Poison pill PROXYF: Proxy Fight SCORCH: Scorched Earth LOCKSTK: Stock Lockup TLOCKUP: Target owns a lockup agreement VOTEPLAN: Voting plan poison pill KNIGHT: White Knight Defensive Tactic SQUIRE: White Squire Defensive Tactic DFSTAKE Date of First Stake Purchase: Date on which acquiror first purchased a stake in the company. (E.g. On 1/20/92 it is announced that an acquiror purchased 200,000 shares between 1/3/93 and 1/6/93 at prices ranging from $9.75 to $10.00.). DA = 01/20/92 DFSTAKE = 01/03/93 DE = 01/06/93 EURO_RANKVAL Rank Value of Transaction in Euros: Rank value is calculated by subtracting the value of any liabilities assumed in a transaction from the transaction value and by adding the target's net debt. Net debt is Straight Debt plus Short-Term Debt plus Preferred Equity minus Cash and Marketable Securities as of the date of the most recent financial information prior to the announcement of the transaction. This value is stated in millions of Euros. EURO_RANKVAL = EURO_VALNOLIA + EURO_STRAIGHTDEBT + EURO_STD + EURO_PFDEQUITY – EURO_CASH. Preferred Equity is not included if Cost to acquire Preferred Shares (EURO_CSTPFD) is filled in. Rank Value is only calculated when all of the following conditions are met: 1. Target is either public or a non-public company for which complete balance sheet information is available. 2. The acquiror is attempting to acquire 100% of the target from a currently held percentage of less than 50%. 3. The deal value is disclosed. 4. The target is NOT a bank, credit institution, securities brokerage firm, insurance company, or leasing company. FORM Form of the Transaction: 10 codes describing the specific form of the transaction: M (MERGER): A combination of business takes place or 100% of the stock of a public or private company is acquired. A (ACQUISITION): deal in which 100% of a company is spun off or split off is classified as an acquisition by shareholders. AM (ACQ OF MAJORITY INTEREST): the acquiror must have held less than 50% and be seeking to acquire 50% or more, but less than 100% of the target company's stock. AP (ACQ OF PARTIAL INTEREST): deals in which the acquiror holds less than 50% and is seeking to acquire less than 50%, or the acquiror holds over 50% and is seeking less than 100% of the target company's stock. AR (ACQ OF REMAINING INTEREST): deals in which the acquiror holds over 50% and is seeking to acquire 100% of the target company's stock. AA (ACQ OF ASSETS): deals in which the assets of a company, subsidiary, division, or branch are acquired. This code is used in all transactions when a company is being acquired and the consideration sought is not given. AC: (ACQ OF CERTAIN ASSETS): deals in which sources state that "certain assets" of a company, subsidiary, or division are acquired. R (RECAPITALIZATION): deals in which a company undergoes a shareholders' Leveraged recapitalization in which the company issues a special one-time dividend (in the form of cash, debt securities, preferred stock, or assets) allowing shareholders to retain an equity interest in the company. B (BUYBACK): deals in which the company buys back its equity securities or securities convertible into equity, either on the open market, through privately negotiated transactions, or through a tender offer. Board authorized repurchases are included. EO (EXCHANGE OFFER): deals in which a company offers to exchange new securities for its equity securities outstanding or its securities convertible into equity. FORMC Form of the Transaction: 10 codes describing the specific form of the transaction: M (MERGER): A combination of business takes place or 100% of the stock of a public or private company is acquired. A (ACQUISITION): deal in which 100% of a company is spun off or split off is classified as an acquisition by shareholders. AM (ACQ OF MAJORITY INTEREST): the acquiror must have held less than 50% and be seeking to acquire 50% or more, but less than 100% of the target company's stock. AP (ACQ OF PARTIAL INTEREST): deals in which the acquiror holds less than 50% and is seeking to acquire less than 50%, or the acquiror holds over 50% and is seeking less than 100% of the target company's stock. AR (ACQ OF REMAINING INTEREST): deals in which the acquiror holds over 50% and is seeking to acquire 100% of the target company's stock. AA (ACQ OF ASSETS): deals in which the assets of a company, subsidiary, division, or branch are acquired. This code is used in all transactions when a company is being acquired and the consideration sought is not given. AC: (ACQ OF CERTAIN ASSETS): deals in which sources state that "certain assets" of a company, subsidiary, or division are acquired. R (RECAPITALIZATION): deals in which a company undergoes a shareholders' Leveraged recapitalization in which the company issues a special one-time dividend (in the form of cash, debt securities, preferred stock, or assets) allowing shareholders to retain an equity interest in the company. B (BUYBACK): deals in which the company buys back its equity securities or securities convertible into equity, either on the open market, through privately negotiated transactions, or through a tender offer. Board authorized repurchases are included. EO (EXCHANGE OFFER): deals in which a company offers to exchange new securities for its equity securities outstanding or its securities convertible into equity. MASTER_DEAL_TYPE Master Deal Type: Master deal type of the transaction: MA (Domestic Mergers & Acquisitions): All deals in which the target is located in the United States or US territories. IMA (International Mergers & Acquisitions): All deals in which the target is located outside the United States or US territories. MATYPECODE M&A Type Code: Five two-letter codes that indicate the type of transaction: DI: indicates all deals that have a disclosed dollar value and the acquiror is acquiring an interest of 50% or over in a target, raising its interest from below 50% to above 50%, or acquiring the remaining interest it does not already own. UN: indicates all deals that do not have a disclosed dollar value and the acquiror is acquiring an interest of 50% or over in a target, raising its interest from below 50% to above 50%, or acquiring the remaining interest it does not already own. SP: indicates all deals in which a company is acquiring a minority stake (i.e. up to 49.99% or from 50.1% to 99.9%) in the target company. RE: indicates all deals in which a company announces a repurchase program or a repurchase of shares. ST: indicates all deals in which a company announces a self-tender offer, recapitalization, or exchange offer. MA_AFINL_ROLEVAL Acquiror Advisor, Role & Credit: Contains the short name of the financial advisor(s) to the acquiror's company, management, or board of directors on the transaction, excluding law firms; the role/assignments performed; and the dollar amount of credit allocated to each advisor for league table purposes. The amount of credit is based on RANKVAL of the transaction multiplied by MA_MULT. RANKVAL is calculated by subtracting the value of any liabilities assumed in a transaction from the transaction value and by adding the target's net debt ($mil) and MA_MULT is a multiple/percentage applied to each advisor based on the advisory role in the transaction. For example, if an investment bank advises a minority shareholder that owns 20% of the target, then that advisor would receive a MA_MULT of .2. For all transactions announced on or after April 1, 2002, advisors who submit an advisory role to Thomson Financial after the submission deadline will be reported as advisors on reports, but will not receive TF standard M&A league table credit in the quarter in which they submitted the role. An advisor's ineligibility will be noted at the end of this field. Example: $ 15,113.400 - GS - Adv,Dealer Mgr,F Opin - Ineligible MA_AFINL_ROLEVAL_LONG Acquiror Advisor, Role & Credit (Long): Contains the long name of the financial advisor(s) to the acquiror's company, management, or board of directors on the transaction, excluding law firms; the role/assignments performed; and the dollar amount of credit allocated to each advisor for league table purposes. The amount of credit is based on RANKVAL of the transaction multiplied by MA_MULT. RANKVAL is calculated by subtracting the value of any liabilities assumed in a transaction from the transaction value and by adding the target's net debt ($mil) and MA_MULT is a multiple/percentage applied to each advisor based on the advisory role in the transaction. For example, if an investment bank advises a minority shareholder that owns 20% of the target, then that advisor would receive a MA_MULT of .2. For all transactions announced on or after April 1, 2002, advisors who submit an advisory role to Thomson Financial after the submission deadline will be reported as advisors on reports, but will not receive TF standard M&A league table credit in the quarter in which they submitted the role. An advisor's ineligibility will be noted at the end of this field. Example: $ 15,113.400 - Goldman Sachs Co - Adv,Dealer Mgr,F Opin - Ineligible MA_TFINL_ROLEVAL Target Advisor, Role & Credit: Contains the short name of the financial advisor(s) to the target's company, management, or board of directors on the transaction, excluding law firms; the role/assignments performed; and the dollar amount of credit allocated to each advisor for league table purposes. The amount of credit is based on RANKVAL of the transaction multiplied by MA_MULT. RANKVAL is calculated by subtracting the value of any liabilities assumed in a transaction from the transaction value and by adding the target's net debt ($mil) and MA_MULT is a multiple/percentage applied to each advisor based on the advisory role in the transaction. For example, if an investment bank advises a minority shareholder that owns 20% of the target, then that advisor would receive a MA_MULT of .2. For all transactions announced on or after April 1, 2002, advisors who submit an advisory role to Thomson Financial after the submission deadline will be reported as advisors on reports, but will not receive TF standard M&A league table credit in the quarter in which they submitted the role. An advisor's ineligibility will be noted at the end of this field. Example: $ 15,113.400 - GS - Adv,Dealer Mgr,F Opin - Ineligible MA_TFINL_ROLEVAL_LONG Target Advisor, Role & Credit (Long): Contains the long name of the financial advisor(s) to the target's company, management, or board of directors on the transaction, excluding law firms; the role/assignments performed; and the dollar amount of credit allocated to each advisor for league table purposes. The amount of credit is based on RANKVAL of the transaction multiplied by MA_MULT. RANKVAL is calculated by subtracting the value of any liabilities assumed in a transaction from the transaction value and by adding the target's net debt ($mil) and MA_MULT is a multiple/percentage applied to each advisor based on the advisory role in the transaction. For example, if an investment bank advises a minority shareholder that owns 20% of the target, then that advisor would receive a MA_MULT of .2. For all transactions announced on or after April 1, 2002, advisors who submit an advisory role to Thomson Financial after the submission deadline will be reported as advisors on reports, but will not receive TF standard M&A league table credit in the quarter in which they submitted the role. An advisor's ineligibility will be noted at the end of this field. Example: $ 15,113.400 - Goldman Sachs Co - Adv,Dealer Mgr,F Opin - Ineligible MENUDEFTECH Defensive Techniques Code: Code for the defensive technique used by the target: Defense Tactics Description: Description of all defensive tactics employed to thwart an unsolicited or hostile offer: ALOCKUP: Acquiror owns a lockup agreement LOCKAST: Asset lockup BACKEND: Backend poison pill DEFRECAP: Defensive recapitalization DEFREP: Defensive repurchase DEFSELF: Defensive self-tender offer FLIPOVER: Flipover poison pill GREEN: Greenmail LOCKUP: Lockup PACMAN: Pac-man defense POISON: Poison pill PROXYF: Proxy Fight SCORCH: Scorched Earth LOCKSTK: Stock Lockup TLOCKUP: Target owns a lockup agreement VOTEPLAN: Voting plan poison pill KNIGHT: White Knight Defensive Tactic SQUIRE: White Squire Defensive Tactic MENUMAIN In the Mergers & Acquisition database, you can use the Deal Type window to specify the type of transaction to select or exclude in your search criteria. You can indicate whether you want to select or exclude Disclosed Value Mergers & Acquisitions, Undisclosed Value Mergers & Acquisitions, or both. You can also select and/or exclude one or more specific types of transactions, such as leveraged buyouts and/or tender offers. Transaction Type Code: Code number for the type of transaction (e.g. 1=DI): 1 = Disclosed Value: indicates all deals that have a disclosed dollar value and the acquiror is acquiring an interest of 50% or over in a target, raising its interest from below 50% to above 50%, or acquiring the remaining interest it does not already own. 2 = Undisclosed Value: indicates all deals that do not have a disclosed dollar value and the acquiror is acquiring an interest of 50% or over in a target, raising its interest from below 50% to above 50%, or acquiring the remaining interest it does not already own. 3 = Leveraged Buyouts: indicates that the transaction is a leveraged buyout. An "LBO" occurs when an investor group, investor, or firm offers to acquire a company, taking on an extraordinary amount of debt, with plans to repay it with funds generated from the company or with revenue earned by selling off the newly acquired company's assets. TF considers a deal an LBO if the investor group includes management or the transaction is identified as such in the financial press and 100% of the company is acquired. 4 = Tender Offers: indicates a tender offer is launched for the target. A tender offer is a formal offer of determined duration to acquire a public company's shares made to equity holders. The offer is often conditioned upon certain requirements such as a minimum number of shares being tendered. 5 = Spinoffs: indicates a "spinoff," which is the tax free distribution of shares by a company of a unit, subsidiary, division, or another company's stock, or any portion thereof, to its shareholders. TF tracks spinoffs of any percentage. 6 = Recapitalizations: indicates a deal is a recapitalization, or deal is part of a recapitalization plan, in which the company issues a special one-time dividend in the form of cash, debt securities, preferred stock, or assets, while allowing shareholders to retain an equity interest in the company. 7 = Self-Tenders: indicates all deals in which a company announces a self-tender offer, recapitalization, or exchange offer. In a self-tender offer a company offers to buy back its equity securities or securities convertible into equity through a tender offer. A company essentially launches a tender offer on itself to buy back shares. 8 = Exchange Offers: indicates a deal where a public company offers to exchange new securities for its outstanding securities. Only those offers seeking to exchange consideration for equity, or securities convertible into equity, are covered in the M&A database. See EXCHANGE OFFER DATABASE for transactions involving debt. 9 = Repurchases: indicates all deals in which a company buys back its shares in the open market or in privately negotiated transactions or a company's board authorizes the repurchase of a portion of its shares. 10 = SP: indicates all deals in which a company is acquiring a minority stake (i.e. up to 49.99% or from 50.1% to 99.9%) in the target company. 11 = Acquisitions of Remaining Interest: indicates all deals in which a company is acquiring the remaining minority stake (i.e. from at least 50.1% ownership to 100% ownership), which it did not already own, in a target company. The acquiring company must have already owned at least 50.1% of the target company and would own 100% of the target company at completion. 12 = Privatizations: indicates a government or government controlled entity sells shares or assets to a non-government entity. Privatizations include both direct and indirect sales of up to a 100% stake to an identifiable buyer and floatations of stock on a stock exchange. The former is considered an M&A transaction and will be included in the quarterly rankings; the latter will not. MENUSF Source of Funds Code: Code for the type of financing used by the acquiror to pay for the acquisition (e.g. 1=Borrowings): Borrowings Flag: Yes/No flag set to 'Y' when the transaction was financed in some portion by borrowings. Bridge Financing Flag: Yes/No flag set to 'Y' when the transaction was financed by a bridge loan. An investment bank, a merchant bank, a commercial bank or occasionally an individual provides a short-term financing vehicle in order to purchase the target company's stock before long-term financing is secured. Bridge loans have a duration of one year or less. Common Stock Offering Flag: Yes/No flag set to 'Y' when the transaction was financed through a common stock offering. Internal Corporate Funds Flag: Yes/No flag set to 'Y' when the acquiring company financed the transaction in some portion with its own internal resources. Debt Securities Flag: Yes/No flag set to 'Y' when the transaction was financed in some portion by the issuance of debt securities. Foreign Lender Indicator: Yes/No flag set to yes if one or more providers of funds is a foreign bank, finance company or subsidiary in relation to the acquiror's location. Junk Bond Flag: Yes/No flag set to 'Y' when the transaction was financed in some portion by debt securities rated below investment grade (BB+ by Standard & Poor's or Ba1 by Moody's). All bonds that have not been rated by a major rating agency are considered junk bonds unless guaranteed by a government or agency or collateralized (e.g. mortgage bonds.) Line of Credit Flag: Yes/No flag set to 'Y' when the transaction was in some portion financed by a credit line. Mezzanine Financing: Yes/No flag set to yes when the transaction was in some portion financed through a mezzanine loan. Preferred Stock Offering Flag: Yes/No flag set to 'Y' when the transaction was in some portion financed through a preferred stock offering. Rights Issue Financing: Yes/No flag set to yes when the transaction was in some portion financed through a rights issue. MENUSTAT Status of the Transaction: Most recent status of the transaction. Status codes are grouped into 5 categories: Completed, Pending, Tentative, Unknown, and Withdrawn. When selected, these 5 categories are expandable and correspond to the following status codes listed in alphabetical order: C=Completed: the transaction has closed. I=Intended: the acquiror has announced that they propose or expect to make an acquisiton, generally used for Repurchases. L=Pending Due to Regulatory Reasons: (for UK deals only) status during the period of time in which the transaction is under regulatory review by the MMC (SEE STATUS_MMC). NA= Status Unknown: This feature is currently under construction. Status Unknown will allow the user to select or exclude transactions for which no definitive, conclusive evidence of the outcome of the deal was available after extensive research. P=Pending: the transaction has been announced but has not been completed or withdrawn. PC=Partially Completed: (for U.S. tender offers only) the tender offer has been completed, but the actual merger of the two parties has not yet taken place (partially completed deals are considered pending for TF Ranking purposes). S=Seeking Buyer: the target company has announced plans to seek out a buyer or buyers for its assets or the company itself. R=Rumor: reports about a likely transaction have been published in the media, but no formal announcement has been made by either the target or acquiror. DR=Discontinued Rumor: a target company has formally denied the rumor of an acquisition or merger. U=Unconditional: (for UK and Australian deals only) the initial conditions for the transaction set forth by the acquiror have been met, but the deal is still not completed (unconditional deals are considered completed for TF Ranking purposes). W=Withdrawn: the target or acquiror in the transaction has terminated its agreement, letter of intent, or plans for the acquisition or merger. OUT Outcome: Outcome of a challenged or hostile deal. If more than one of the following applies, the most specific outcome is indicated. Note: Outcome is indicated only on hostile and challenged deals. Scenario (1): 4 competing bids, all friendly deals. 1 of the deals is completed, the other 3 are withdrawn. Outcome on the completed deal is "C". Outcome on the 3 withdrawn deals is "O". Scenario (2): 4 competing bids, 1 hostile and 3 friendly. The hostile deal is completed, the others are withdrawn. Outcome on all deals invalidate the poison pill.) "Poison Pills" are also known as warrant dividend plans, rights agreements, shareholder protection plans and shareholder rights plans. OUTC Outcome Code: Outcome of a challenged or hostile deal. W - Sold to White Knight: Target agrees to a friendly transaction with a third party bidder to thwart a hostile offer. R - Sold to Raider: Target was sold to a hostile bidder. I - Remained Independent: Target successfully blocks hostile offer or acquiror withdraws bid. O - Sold to Other Bidder: a third party bidder acquired Target. P - Pending: Outcome is pending. C - Consummated: Deal is consummated. PAC Pac-Man Defense Flag: Yes/No flag set to 'Y' where the target of an unfriendly bid makes an attempt to acquire its suitor. If Company X makes a hostile bid for Company Y, and Company Y responds by making an attempt to take over Company X. PACMAN is noted on the deal in which Company Y is the target. PCT_CASH Percentage of consideration paid in cash: Value paid in cash divided by total value. PCT_CASH = VALCASH / VAL *100% PCT_STK Percentage of consideration paid in stock: Value paid in stock divided by total value. PCT_STK = VALCOM / VAL *100% PCT_OTHER Percentage of consideration paid in other then cash or stock: Total value minus value paid in cash and stock divided by total value. PCT_OTHER = [(VAL - VALCASH - VALCOM) / VAL] *100% PCTSHSISS Percentage of acquiror's shares issued: Number of common shares issued in the transaction divided by total number of acquiror's shares. PCTSHSISS = COMISSUED / (ACOMOUT + COMISSED) *100 % RANKVAL Rank Value of Transaction: Rank value is calculated by subtracting the value of any liabilities assumed in a transaction from the transaction value and by adding the target's net debt ($mil). Net debt is Straight Debt plus Short-Term Debt plus Preferred Equity minus Cash and Marketable Securities as of the date of the most current financial information prior to the announcement of the transaction. RANKVAL = VALNOLIA + STRD + STD + PFDEQ – CASH. Preferred Equity is not included if Cost to acquire Preferred Shares (CSTPFD) is filled in. Rank Value is only calculated when all of the following conditions are met: 1. Target is either public or a non-public company for which complete balance sheet information is available. 2. The acquiror is attempting to acquire 100% of the target from a currently held percentage of less than 50%. 3. The deal value is disclosed. 4. The target is NOT a bank, securities brokerage firm, credit institution, insurance company, or leasing company. RANK_MENUACQTECH Acquisition Techniques: Acquisition technique code number, e.g. 8 (Divestiture): A yes/no flag which indicates significant characteristics about the transaction: Alliance Flag: When 'Y' is flagged it indicates that two companies exchange minority stakes of equal value in each other as a part of the formation of a strategic alliance. Acquiror is White Knight Flag: Y' indicates that an acquiror has made a friendly offer or has reached an agreement to acquire a target that is currently the subject of a hostile or unsolicited offer by another company; acquiror is a White Knight. A 'Squire' is very similar to a 'White Knight', the only difference being that the 'Squire' only acquires a blocking minority stake and does not acquire a majority. The result is the same however; the hostile bid is thwarted. Bankruptcy Flag: Yes/No flag set to 'Y' when the target company is bankrupt or goes bankrupt during the transaction. Bear Hug Flag: Yes/No flag is set to 'Y' when the acquiring company's unsolicited offer is so attractive, in terms of price and other features, that the directors of the target company, usually opposed to the merger, must approve the terms or risk shareholder protest. Block Purchase Flag: 'Y' indicates that a company is repurchasing shares or acquiring a stake in a public company from a third party through private negotiations. Collar Deal Flag: 'Y' indicates that the exact consideration offered in a stock swap transaction is based on a set range which is usually determined by the acquiror's average closing stock price prior to the close of the deal. For example, if the acquiror's average closing stock price prior to the close fell into the high end of the range, the target shareholders would receive the number of shares defined in the collar. Creeping Purchase Flag: Yes/No flag set to 'Y' when the acquiror has made creeping purchases; that is, accumulates a majority interest through a series of stake purchases, either through private or open market transactions. Deal Started as Unsolicited Flag: Yes/No flag set to "Yes" when acquiring company makes an offer for another company without prior negotiations. Debt Restructuring Flag: Yes/No flag set to 'Y' when the transaction is part of, or the target is undergoing, a debt restructuring. A transaction is defined as a debt restructuring when debt forgiveness is exchanged for common/ordinary equity or securities exchangeable into common/ordinary equity and creditors, as a group, obtain 50% or more of the common/ordinary equity ownership. Divestiture Flag: 'Y' indicates that the deal is a divestiture meaning there is a loss of majority control; the parent company is losing a majority interest in the target or the target company is disposing of assets. Dutch Auction Tender Flag: 'Y' indicates that a company offers to buy back its equity securities or securities convertible into equity through a self-tender offer in which a range of prices is specified. Shareholders indicate the price at which they would sell their shares. The final offer price is determined at the expiration of the offer by purchasing shares at the lowest possible price necessary in order to obtain the desired number of shares. Employee Participation Flag: Yes/No flag set to 'Y' where acquiror includes employees of the target company. See also ESOP, where acquiror includes and Employee Stock Ownership Plan of the target company. Employee Stock Ownership Plan Flag: Yes/No flag set to 'Y' where acquiror includes an Employee Stock Ownership Plan of the target company. See also EMP (Employee Participation Flag), where the acquiror includes employees of the target company. Equity Carveout Flag: Yes/No flag set to 'Y' when the transaction is an Equity Carveout. In an Equity Carveout, the new company's shares are distributed or sold to the public via an IPO. Equity Carveouts are tracked only if they represent 100% or more of the unit, subsidiary division or other company. However an Equity Carveouts of any size is tracked if it is a Privitization. Equity Carveouts are not included in TF's published M&A Rankings. Exchange Offer Flag: Yes/No flag set to 'Y' where a public company offers to exchange new securities for its outstanding securities. Only those offers seeking to exchange consideration for equity, or securities convertible into equity, are covered in the M&A database. Exchange Offers are not included in TF's published M&A Rankings. See EXCHANGE OFFER DATABASE for transactions involving debt. Failed Bank Flag: Yes/No flag set to 'Y' where the target company is a failed bank. Financial Acquiror Flag: 'Y' indicates that the acquiror is a financial company (buyout firm, venture capital company, merchant bank, commercial bank, etc.) and is acquiring more than 50% of the target, the target's main industry is non-financial and it must be acquired for financial rather than strategic reasons. Formation of a Limited Partnership Flag: Yes/No flag set to 'Y' where a limited partnership was set up as a result of the transaction. Going Private Flag: 'Y' indicates that a private acquiror ('private' meaning that none of the acquiror's ultimate parentage is public either) is acquiring a public target and upon completion, it will become a private company. Joint Venture Flag: Yes/No flag set to 'Y' when the transaction involves the formation of a joint venture where existing assets are contributed by both parties. This is only a small portion of transactions covered in the separate JOINT VENTURES DATABASE. Leveraged Buyout Flag: 'Y' indicates that the transaction is a leveraged buyout. An "LBO" occurs when an investor group, investor, or firm offers to acquire a company, taking on an extraordinary amount of debt, with plans to repay it with funds generated from the company or with revenue earned by selling off the newly acquired company's assets. TF considers a transaction to be an LBO if the investor group includes management or the transaction is identified as such in the financial press and 100% of the company is acquired. Liquidation Flag: Yes/No flag set to 'Y' where transaction was part of a liquidation plan. Litigation Flag: Yes/No flag set to 'Y' where the players launched litigation as a result of the transaction. Litigation Delay Flag: Yes/No flag set to 'Y' where the litigation launched by the players caused a delay in the normal progress of the transaction. Management Participation Flag: 'Y' indicates that the management of the target company is taking an equity interest in the target company as part of the acquisition. Mandatory Offering Flag: 'Y' indicates that an acquiror reach a certain ownership level in the target and by law is required to make an offer to acquire the remaining interest in the target. This item applies to international deals only and is subject to each country's takeover laws. Merger of Equals Indicator: 'Y' indicates that the target and acquiror in a stock swap transaction have approximately the same market capitalization, and the ownership of the new entity will be owned roughly 50/50 by the target and acquiror shareholders. Both companies should also have close to equal representation on the board of the new company. Open Market Purchase Flag: 'Y' indicates that stock was purchased in the open market rather than from a third party through a privately negotiated transaction or public securities offering. The transaction must be a Stake Purchase or a Repurchase (see Deal Type). Pooling of Interests Flag: 'Y' indicates that the acquiror is using the "pooling of interests" accounting method in a stock swap transaction. It is a tax-free exchange of stock whereby the balance sheets of both companies are added together. Private Tender Offer Flag: 'Y' indicates a formal offer of determined duration to acquire a private company's shares made to equity holders. Private tenders are only valued by TF if the number of the private companies outstanding shares is known Privatization Flag: 'Y' indicates a government or government controlled entity sells shares or assets to a non-government entity. Privatizations include both direct and indirect sales of up to a 100% stake to an identifiable buyer and floatations of stock on a stock exchange. The former is considered an M&A transaction and will be included in the quarterly rankings; the latter will not. Proxy Fight Flag: Yes/No flag set to 'Y' where the hostile bidder launched a proxy fight for control of the target company's board. Recapitalization Flag: Yes/No Flag set to 'Y' where deal is a recapitalization, or deal is part of a recapitalization plan, in which the company issues a special one-time dividend in the form of cash, debt securities, preferred stock, or assets, while allowing shareholders to retain an equity interest in the company. Repurchase Indicator: Yes/No flag set to "yes" when a company buys back its shares in the open market or in privately negotiated transactions or a company's board authorizes the repurchase of a portion of its shares. Restructuring Flag: Yes/No flag set to 'Y' when the transaction is part of, or the target is undergoing, a restructuring. A transaction is defined as a restructuring only when a publication, document, or press release uses the term 'restructuring' to define the event(s). Reverse LBO Flag: Yes/No flag set to 'Y' where a company that was acquired in an leveraged buyout subsequently made an initial public offering. Reverse Takeover Flag: 'Y' indicates a merger in which the acquiring company offers more than 50% of its equity as consideration offered to the target company resulting in the target company becoming the majority owner of the new company. Rumor Flag: 'Y' indicates that the transaction is currently or originally began as a rumor. Even if both parties later confirm the deal, rumor remains 'Y.' Self-Tender Flag: 'Y' indicates when a company offers to buy back its equity securities or securities convertible into equity through a tender offer. A company essentially launches a tender offer on itself to buy back shares. Spinoff Flag: 'Y' indicates a "spinoff," which is the tax free distribution of shares by a company of a unit, subsidiary, division, or another company's stock, or any portion thereof, to its shareholders. TF tracks spinoffs of any percentage. Splitoff Flag: Yes/No flag set to 'Y' when the transaction is a splitoff. A splitoff is defined as the redemption of shares in an existing company, in exchange for shares in a newly created one. Splitoffs of any percentage are tracked. Splitoffs are included in TF's published M&A Rankings. Stock Swap Flag: 'Y' indicates a transaction in which the acquiring company exchanges equity in itself for equity in the target. The acquiror must be acquiring at least 50% of the target's equity or be acquiring the remaining interest up to 100% of the target's equity, and at least 50% of the consideration offered must be in the form of equity. Sweeping Purchase Flag: Yes/No flag set to 'Y' where acquiror makes stake purchase(s) of all available shares with intention of gaining control. Three Way Merger Flag: 'Y' indicates the combination of three separate companies. In most cases the merger results in the existence of a newly created fourth entity, whereby the three original companies may either cease to exist or become subsidiaries of the newly formed Two-Tier Transaction Flag: 'Y' indicates that the acquiror is offering a different (often higher) consideration for the shares needed to gain control of the target company. Then the acquiror makes an offer or agreement to acquire the remaining shares for a separate consideration. Two Step Spinoff: 'Y' indicates deals where the planned spinoff of a company's remaining shares is proceeded by an initial public offering (IPO) of that company's shares (please note we don't track the IPO in the M&A database). The plans to spin off the remaining shares must be announced at the same time that the IPO is announced by the parent company. The IPO will generally be for a small stake in the subsidiary, usually 10 to 20%, and the spinoff will therefore be for the remaining interest not distributed via the IPO. The spinoff must take place within 18 months of the IPO in order to be considered a Two Step Spinoff. This data item is valid on deals announced beginning in 1995. Tender Offer Flag: Yes/No flag set to 'Y' when a tender offer is launched for the target. A tender offer is a formal offer of determined duration to acquire a public company's shares made to equity holders. The offer is often conditioned upon certain requirements such as a minimum number of shares being tendered. Tender/Merger Flag: Yes/No flag set to 'Y' when a tender offer is launched to acquire control of a company, and the offer is followed by a merger agreement in which the acquiring company agrees to purchase the remaining shares not tendered under the offer. White Squire Flag: 'Y' indicates when the target company attempts to thwart an unsolicited or hostile bid by selling a block (less than a majority) of shares (usually convertible preferred with special voting rights) to a friendly third party. A 'Squire' is very similar to a 'White Knight', the only difference being that the 'Squire' only acquires a blocking minority stake and does not acquire a majority. The result is the same however; the hostile bid is thwarted. RANK_RANKSTGVAL Rank Value of Transaction in Pounds Sterling: Rank value is calculated by subtracting the value of any liabilities assumed in a transaction from the transaction value and by adding the target's net debt (mil pounds). Net debt is Straight Debt plus Short-Term Debt plus Preferred Equity minus Cash and Marketable Securities as of the date of the most current financial information prior to the announcement of the transaction. RANKVAL = VALNOLIA + STRD + STD + PFDEQ – CASH. Preferred Equity is not included if Cost to Acquire Preferred Shares (CSTPFD) is filled in. Rank Value is only calculated when all of the following conditions are met: 1. Target is either public or a non-public company for which complete balance sheet information is available. 2. The acquiror is attempting to acquire 100% of the target from a currently held percentage of less than 50%. 3. The deal value is disclosed. 4. The target is NOT a bank, securities brokerage firm, credit institution, insurance company, or leasing company. STATC Status of the Transaction: Most recent status of the transaction. Status codes are grouped into 5 categories: Completed, Pending, Tentative, Unknown, and Withdrawn. When selected, these 5 categories are expandable and correspond to the following status codes listed in alphabetical order: C=Completed: the transaction has closed. I=Intended: the acquiror has announced that they propose or expect to make an acquisiton, generally used for Repurchases. L=Pending Due to Regulatory Reasons: (for UK deals only) status during the period of time in which the transaction is under regulatory review by the MMC (SEE STATUS_MMC). NA= Status Unknown: This feature is currently under construction. Status Unknown will allow the user to select or exclude transactions for which no definitive, conclusive evidence of the outcome of the deal was available after extensive research. P=Pending: the transaction has been announced but has not been completed or withdrawn. PC=Partially Completed: (for U.S. tender offers only) the tender offer has been completed, but the actual merger of the two parties has not yet taken place (partially completed deals are considered pending for TF Ranking purposes). S=Seeking Buyer: the target company has announced plans to seek out a buyer or buyers for its assets or the company itself. R=Rumor: reports about a likely transaction have been published in the media, but no formal announcement has been made by either the target or acquiror. DR=Discontinued Rumor: a target company has formally denied the rumor of an acquisition or merger. U=Unconditional: (for UK and Australian deals only) the initial conditions for the transaction set forth by the acquiror have been met, but the deal is still not completed (unconditional deals are considered completed for TF Ranking purposes). W=Withdrawn: the target or acquiror in the transaction has terminated its agreement, letter of intent, or plans for the acquisition or merger. SW=Seeking Buyer Withdrawn: the target in the transaction has terminated its plans to seek out a buyer or buyers for its assets, stock, or the company itself. STATUS_ROLLUP_CODE Deal Status Rollup Code: Most recent status of the transaction displayed categorically. Status codes are grouped into 5 categories: Completed, Pending, Tentative, Unknown, and Withdrawn. When a category is selected or excluded, all status codes corresponding to that category will automatically be selected or excluded. CP=Completed: Includes Completed and Unconditional transactions. PN=Pending: Includes Pending, Partially Completed, Intended, and Lapsed (now referred to as Pending Due to Regulatory Reasons) transactions. TT=Tentative: Includes Rumored deals, as well as transactions in which a buyer or seller is being sought. UN= Unknown: This feature is currently under construction. Status Unknown will allow the user to select or exclude transactions for which no definitive, conclusive evidence of the outcome of the deal was available after extensive research. WD=Withdrawn: Includes transactions that have been withdrawn as well as discontinued rumors. For a list of all status codes, please see STATC (Deal Status Code). SYNOP Transaction Synopsis: A 600 character text field summarizing the events of the transaction. Includes: (1) Parties involved (2) Explanation of consideration, including charges and analyst estimates (3) Challenging bids (4) Acquisition Techniques, if important (5) Attitude, if important (6) Defensive Tactics (7) Lockup Description Depending upon importance to deal, may also include: (1) Bid History (2) Related Deals (3) Financial Advisors (4) Litigation (5) Regulatory Agencies SYNOPSIS_Q Transaction Synopsis: A 600 character text field summarizing the events of the transaction. Includes: (1) Parties involved (2) Explanation of consideration, including charges and analyst estimates (3) Challenging bids (4) Acquisition Techniques, if important (5) Attitude, if important (6) Defensive Tactics (7) Lockup Description Depending upon importance to deal, may also include: (1) Bid History (2) Related Deals (3) Financial Advisors (4) Litigation (5) Regulatory Agencies ** This item is to be used for querying purposes only. Text must be entered in upper case. For reporting, please use SYNOP. TARGET_PUB_MID Target Mid Level Public Status describing a more defined form of ownership of the target at the time of the transaction. Public Public - A company that is 100% publicly traded or a majority of the common/ordinary shares are traded on a stock exchange and there is NO majority parent Public Government - Any portion of the company trades, with the government holding a majority interest (50% or more) Public Subsidiary - Any portion of the company trades, with the majority (50% or more) held by a parent company Public Fund - A fund that trades on an exchange Public Trust - A trust that trades on an exchange Public Unlisted - For Australian companies only - a private company where the number of shareholders exceeds a certain limit such that legislation classifies them as public companies subject to public company disclosure Private Private - A company that is private (shares not traded on a public exchange) (owned by an individual(s) or family) or has a parent of less than 50% where that parent is NOT a government Private Government - A company whose shares are not publicly traded in which the government owns a stake of less than 50% Private SPV - Any SPV that does not have a parent owning 50% or more, or where a parent can not be identified Private Fund - Any fund that does not have a parent owning 50% or more and that does not trade Private Trust - Any trust that does not have a parent owning 50% or more and that does not trade Private LBO Acquisition Vehicle - Any company set up for the sole purpose of carrying out an LBO not traded on a public stock exchange or with a parent owning 50% or more. One shot acquisition vehicles. Government Government - A entity that is 50% or more owned by the government and is not publicly traded Government Branch - A government division, branch or operations that is being sold off Government Asset - A government (tangible) asset that is being sold off JV JV - A company that by legal definition is a Joint Venture (having 2 or more parents each owning a stake and working together on a joint project, company or effort) JV Asset - A (tangible) asset that a joint venture is selling off Individual Individual - A person/investor (same as current investor) Mutual Mutual - Companies whose ownership and profits are distributed among members in proportion to the amount of business they do with the company (same as current mutual) Subsidiary Subsidiary - An entity with a parent of 50% or more that is NOT publicly traded on a stock exchange and the parent is not a government Subsidiary SPV - An SPV with a parent owning 50% or more Subsidiary Fund - A fund with a parent owning 50% or more Subsidiary Trust - A trust with a parent owning 50% or more Subsidiary Branch - A branch/division/operations being sold off by a parent Subsidiary Asset - A (tangible) asset being sold off by a parent that is not a JV or government TASSIGN Target Financial Advisor Assignments (Descriptions): Assignments performed by the target company's financial advisor(s). Assignments are: Arranged Financing (AF) Advised Termination (AT) Dealer Manager (DM) Equity Capital Mkt (EC) Equity Participant (EP) Advisor (FA) Fairness Opinion (FO) Initiated Deal (ID) Independent Expert Report (IE) No Investment Bank (NR) Provided Financing (PF) Represented Board (RB) Represented Claimants (RC) Represented Bondholders (RD) Represented Government (RG) Represented Shareholders (RH) Represented Seller (RL) Represented Major Holder (RM) Underwriter (U) TASSIGNC Target Financial Advisor Assignments (Codes): Code for assignments performed by the target company's financial advisor(s). Assignments are: Arranged Financing (AF) Advised Termination (AT) Dealer Manager (DM) Equity Capital Mkt (EC) Equity Participant (EP) Advisor (FA) Fairness Opinion (FO) Initiated Deal (ID) Independent Expert Report (IE) No Investment Bank (NR) Provided Financing (PF) Represented Board (RB) Represented Claimants (RC) Represented Bondholders (RD) Represented Government (RG) Represented Shareholders (RH) Represented Seller (RL) Represented Major Holder (RM) Underwriter (U) TF Target Fee Assignments: Types of fees paid to an investment bank by the target or acquiror. AO - Advice/Opinion: A fee is paid for financial advice and the rendering of a fairness opinion, but amounts are not specified for each separately. A - Advisory: A fee is paid for financial advisory services. I - Initiation: A fee is paid for initiating the transaction. DM - Dealer Manager: A fee is paid for acting as dealer manager for the tender offer. C - Contingency: The portion of the fee, which is contingent upon consummation of the transaction. B - Bustup: The fee an advisor will receive if the transaction is not consummated. R - Retainer: A retainer fee paid to the advisor, pertaining solely to this transaction and which is often credited against the total fee paid in the transaction. TPROVINCE Canadian Province of Target: Province a Canadian target company is located in. AB = Alberta BC = British Columbia MB = Manitoba NB = New Brunswick NF = Newfoundland NT = Northwest Territories NS = Nova Scotia ON = Ontario PE = Prince Edward Island PQ = Quebec SK = Saskatchewan YT = Yukon TUP_PUB_MID Target's Ultimate Parent Mid Level Public Status describing a more defined form of ownership of the target's ultimate parent at the time of the transaction. Public Public - A company that is 100% publicly traded or a majority of the common/ordinary shares are traded on a stock exchange and there is NO majority parent Public Government - Any portion of the company trades, with the government holding a majority interest (50% or more) Public Subsidiary - Any portion of the company trades, with the majority (50% or more) held by a parent company Public Fund - A fund that trades on an exchange Public Trust - A trust that trades on an exchange Public Unlisted - For Australian companies only - a private company where the number of shareholders exceeds a certain limit such that legislation classifies them as public companies subject to public company disclosure Private Private - A company that is private (shares not traded on a public exchange) (owned by an individual(s) or family) or has a parent of less than 50% where that parent is NOT a government Private Government - A company whose shares are not publicly traded in which the government owns a stake of less than 50% Private SPV - Any SPV that does not have a parent owning 50% or more, or where a parent can not be identified Private Fund - Any fund that does not have a parent owning 50% or more and that does not trade Private Trust - Any trust that does not have a parent owning 50% or more and that does not trade Private LBO Acquisition Vehicle - Any company set up for the sole purpose of carrying out an LBO not traded on a public stock exchange or with a parent owning 50% or more. One shot acquisition vehicles. Government Government - A entity that is 50% or more owned by the government and is not publicly traded Government Branch - A government division, branch or operations that is being sold off Government Asset - A government (tangible) asset that is being sold off JV JV - A company that by legal definition is a Joint Venture (having 2 or more parents each owning a stake and working together on a joint project, company or effort) JV Asset - A (tangible) asset that a joint venture is selling off Individual Individual - A person/investor (same as current investor) Mutual Mutual - Companies whose ownership and profits are distributed among members in proportion to the amount of business they do with the company (same as current mutual) Subsidiary Subsidiary - An entity with a parent of 50% or more that is NOT publicly traded on a stock exchange and the parent is not a government Subsidiary SPV - An SPV with a parent owning 50% or more Subsidiary Fund - A fund with a parent owning 50% or more Subsidiary Trust - A trust with a parent owning 50% or more Subsidiary Branch - A branch/division/operations being sold off by a parent Subsidiary Asset - A (tangible) asset being sold off by a parent that is not a JV or government VENTURE_TYPE Venture Backed Flag: This flag will be set when the M&A deal involves a private equity or venture capital firm or funds making a new investment. The firm or fund may be: making a direct purchase of a minority or majority interest in a company financing the acquisition of a minority or majority interest in a company via an existing operating company (without implying the company acquiring was previously venture-backed although this is extremely likely) financing a buyout (leveraged, institutional, management) making a secondary purchase i.e. replacing an existing VC fund. Please note the codes used for this field have been taken from Venture Xpert are therefore not all relevant to M&A transactions. If the financial acquirer flag has been set as an acquisition technique there is a high possibility that the Venture Type flag also needs setting. It will not need setting in all cases e.g. if the financial acquirer was a group of banks then Venture Type would not be flagged. Early Stage 10 – will be rarely used in M&A. This code would be used to classify a deal where the investment is made into a company in an early stage of its development e.g. may not be selling or shipping a product. These investments are not considered M&A and disclosure of information of them can be minimal. For further data on this type of deal the use of the Venture Economics database is recommended. Expansion 20 - Classifies deals where the investment is made into a private operating company that is further along its development lifecycle than Early Stage. These investments will usually be minority stakes and the investment is being used to allow the company to develop further, strengthen a management team, develop new products or market existing products. M&A does not consistently track these deals whereas Venture Economics does. Acquisition 30 - Classifies deals where the purpose of the investment is to make a majority interest acquisition either in the form of a buyout, direct investment or via an existing operating company. All buyouts would be classified here as would buy and build i.e. acquisition for expansion. Special Situation 50 - Classifies deals where the purpose of the investment is to turn a company around when it is in difficulty, or the purchase is a secondary purchase, or an investment by a private equity firm in a public company. Other 0 - Default category when the deal is known to be venture-backed but the nature of the investment is not known.