In the most common scenario, an issuer pays a dividend on their common stock which triggers a CRA on the issuer’s convertible notes. If this CRA constitutes a deemed dividend then the issuer is required to file IRS Form 8937 and state the amount of the deemed dividend.
Issuers or their trustees are generally required to provide DTC with notices of conversion rate adjustments. Upon the receipt of a conversion rate adjustment a 305(c) Announcement is generated with a rate of zero. This Announcement is a preliminary announcement to notify clients that DTC expects that a 305(c) deemed dividend has occurred and that we are working with the issuer to get the amount of the 305(c) deemed dividend.
The conversion rate adjustment is often effective as of the open of business on the ex-date tied to the common stock dividend. This is generally the “date of action” on the IRS Form 8937, and is used as the deemed “Payable Date” on the 305(c) Announcement. Since the deemed distribution is effective as of the open of business, we set the deemed “Record Date” to the day prior so that we capture position as of the end of the prior day.
The next step is the receipt of the Form 8937, which is posted to LENS, and the 305(c) Announcement is updated with the amount of the 305(c) deemed dividend.