Companies may use Direct Registration Securities (DRS) or “book-entry” form, where your ownership is reflected on the books of a company, instead of issuing physical stock certificates.  Book-entry shares are entered into the DRS Profile system, which enables investors to elect to hold their assets in book-entry form, helps prevent fraud, and shares can be transferred to and from the transfer agent and broker/dealer electronically.  If your broker is a participant in the DRS Profile system and your shares are in book-entry form, your broker may request your shares from the Transfer Agent in connection with your transaction, utilizing the automated DRS Profile system.

If your shares are being issued in book-entry, either the Company or Transfer Agent will hold your securities using DRS.  The Company or Transfer Agent will mail your statements to the address you provided within the Letter of Transmittal.

Depending on the terms of the transaction, you will need to submit a Letter of Transmittal providing the mailing address where you would like your physical documents sent. 

Depending on the terms of the transaction, there may be restrictions which require a holding (lock-up) period.  In some cases, shares are restricted pursuant to Rule 144 (Selling Restricted and Control Securities) whereby you must hold them for a period of six months or one-year before you can sell any restricted securities. However, since each transaction is different, the details on applicable restrictions should be included in a legend on your physical certificate or DRS statement.

There is often an estimated price per share given in the Information Statement. However, it is an estimate and does not take into account variables that can impact the final purchase price (ie. payment obligations to third parties, accounting adjustments, the application of liquidation preferences, the treatment of any escrow or other accounts, and similar factors).  By the time the transaction has closed, the final price per share is typically provided to Fortis and we should be able to provide such information to you. For more information on these type of details, please submit an inquiry to us via the Help button, and we will provide you with the applicable details we have on file.

At closing, a portion of the purchase price is often deposited into an Escrow fund that is established for purposes of the Buyer being able to potentially recover money pursuant to the transaction documents (ie. for indemnification claims, negative adjustments, etc). For example, the Buyer may suffer damages if something represented as true by the selling company turns out to be false.

Any amounts remaining in escrow are distributed to securityholders after the scheduled escrow expiration date.

Escrow funds cannot be released until the scheduled escrow expiration date has passed. The respective post-closing payments that display on your dashboard should provide the applicable scheduled release date (to the extent there is a specific deadline).