Q&A Relating to the Offer to Purchase (9/18/09)
- Who is offering to purchase my securities?
- To whom is this offer being made?
- What securities are you offering to purchase?
- May I accept this offer for some of my Eligible Securities and not all of them?
- Are there any conditions to this offer?
- What will I receive if I accept this offer?
- What is the fee to accept this offer?
- When will this offer begin and expire?
- Am I required to accept this offer?
- How do I accept this offer and validly tender my Eligible Securities?
- What if the issuer redeems my Eligible Security before Morgan Keegan accepts my tender?
- When and how will I be paid for my validly tendered Eligible Securities?
- Can I change my mind after I have accepted this offer?
- How do I withdraw tendered Eligible Securities?
- If I accept this offer, will I have any U.S. Federal income tax consequences?
- What will Morgan Keegan do with any securities that it purchases in this offer?
- What happens if I fail to accept this offer?
- What will I receive if I fail to accept this offer?
- Where can I find out more about Morgan Keegan’s Material Auction Rate Securities Practices and Procedures?
- What do I need to do to reject this offer?
- Is this offer the exclusive means by which Morgan Keegan will purchase any auction rate securities?
- How will you contact me if there are any changes to or an extension of this offer?
1. Who is offering to purchase my securities?
Morgan Keegan is making this offer to purchase the Eligible Securities for cash. Each of the offers to purchase each individual series of the Eligible Securities shall be deemed a separate offer.
2. To whom is this offer being made?
To be eligible for this offer, the Eligible Securities must have been underwritten by Morgan Keegan, and sold to a Morgan Keegan account that is not an “Institutional” account (defined as an account held by entities with securities holdings of $10 million or more), including accounts holding Eligible Securities that were transferred away from Morgan Keegan, but are still held by the original purchaser. We refer to this group as the Eligible Holders.
Morgan Keegan and Regions Financial Corp. current and former employees will not be considered Eligible Holders until all other Eligible Holders have had their holdings redeemed or have been given the opportunity to tender their Eligible Securities for buy back under the terms of this program.
Accounts transferred from another firm containing auction rate securities not purchased from Morgan Keegan are not Eligible Holders.
3. What securities are you offering to purchase?
We are offering to purchase auction rate securities that we underwrote and sold to Eligible Holders prior to the auction failure, including those that were previously subject to a signed Auction Rate Security Disclosure Letter, upon the terms and subject to the conditions set forth in this offer. We refer to these securities as the Eligible Securities. For more information on which specific securities are Eligible Securities, please visit www.morgankeegan.com/ARSrepurchase, or you may contact the Morgan Keegan Reorg Department at 1-877-901-3239. Further the Acceptance Form accompanying this offer to Purchase identifies the specific Eligible Securities each Eligible Holder owns. Your monthly account statements from Morgan Keegan or your current broker-dealer will allow you to determine whether you own any Eligible Securities and the amount of any Eligible Securities you own. You should obtain and review all such information before you make a decision with respect to this offer.
4. May I accept this offer for some of my Eligible Securities and not all of them?
Yes, you may accept this offer for some but not all of your Eligible Securities. The minimum amount of each Eligible Security that you may tender is equal to the applicable minimum denomination for that security, which is the minimum principal amount per Eligible Security. If you hold less than the minimum denomination, you must tender everything you hold. For accounts holding Eligible Securities that were transferred away to another brokerage account, Morgan Keegan can only repurchase those Eligible Securities which you have transferred back to Morgan Keegan. There is no cost associated with the transfer of the Eligible Securities from your current broker-dealer to Morgan Keegan. Morgan Keegan shall repurchase all Eligible Securities which you transfer to Morgan Keegan pursuant to this offer.
5. Are there any conditions to this offer?
Yes, for accounts holding Eligible Securities that were transferred away to another brokerage account, the Eligible Securities must be transferred from your current broker-dealer to Morgan Keegan by the required deadline in order to be repurchased. If the Eligible Securities are validly tendered and not properly withdrawn by Eligible Holders, we will purchase the Eligible Securities. In addition, each offer is independent and is not conditioned upon any other offer.
6. What will I receive if I accept this offer?
If you accept this offer with respect to Eligible Securities that you currently hold, you will receive cash in the amount of the Eligible Securities, par plus accrued interest, if any.
7. What is the fee to accept this offer?
We will not charge you any brokerage fees, commissions, or transfer fees if you accept this offer.
8. When will this offer begin and expire?
Refer to the appropriate Offer to Purchase for.expiration deadlines applicable to the currently active offers.
9. Am I required to accept this offer?
No, you are not required to accept this offer. However, your decision not to accept this offer may affect your ability to sell your Eligible Securities in the future (see discussion under “What will I receive if I fail to accept this offer?” below and “Risk Factors” in the Offer to Purchase). Neither the tender of your Eligible Securities nor our purchase of your Eligible Securities pursuant to this offer will constitute a waiver of any claims you may have against Morgan Keegan.
10. How do I accept this offer and validly tender my Eligible Securities?
If you are an Eligible Holder and wish to accept this offer you must:
- Complete the Acceptance Form that accompanies this document and ensure it is transmitted by fax to us, or postmarked if sent by mail, by the deadline stated in the Offer to Purchase at the following fax number or address:
Morgan Keegan & Company, Inc.
Attn: Auction Rate Securities Processing
Reorg Department
50 North Front Street
Memphis, TN 38103
Fax: 901-529-5371
- Instruct your current broker-dealer to transfer the Eligible Securities back to Morgan Keegan, where they will be placed in your former account until Morgan Keegan accepts the tender and purchases the securities. Your former account number will be noted on your Acceptance Form.
If your acceptance of this offer is not received by fax, or postmarked if sent by mail, and your Eligible Securities are not transferred back to Morgan Keegan in good order by the deadline stated in the Offer to Purchase, you will be deemed to have rejected this offer.
We reserve the absolute right to reject any or all acceptances of this offer that do not comply with the terms set forth herein, including for lack of satisfactory proof that the holder meets the definition of an Eligible Holder, or the acceptance of which, in our opinion, would be unlawful. We also reserve the right to waive any defects, irregularities or conditions applicable to particular acceptances of this offer for any or all of your Eligible Securities. Our interpretation of the terms and conditions of this offer will be final and binding.
11. What if the issuer redeems my Eligible Security before Morgan Keegan accepts my tender?
If the Eligible Security is redeemed prior to our acceptance date, we will not accept your Eligible Security. Instead, your Eligible Security will be redeemed by its issuer, and you will be paid pursuant to the terms of that security.
12. When and how will I be paid for my validly tendered Eligible Securities?
In general, if you validly tender your Eligible Securities and do not properly withdraw them, we will purchase each Eligible Security no later than December 9, 2009.
The payment for your validly tendered Eligible Securities will be deposited into the Morgan Keegan account where the Eligible Securities are held at the time Morgan Keegan accepts the tender offer and purchases the securities. After the purchase, you may continue to maintain your account at Morgan Keegan, or withdraw the proceeds and close the account.
13. Can I change my mind after I have accepted this offer?
You may withdraw any particular Eligible Security you validly tender prior to the time we accept the tender of your Eligible Securities.
14. How do I withdraw tendered Eligible Securities?
If you are an Eligible Holder and would like to withdraw your tendered Eligible Securities you must:
- Send a written or facsimile transmission notice of withdrawal so that it is received by us prior to the time we accept the tender of your Eligible Securities, at our fax number or address set forth below:
Morgan Keegan & Co. Incorporated
Attn: Auction Rate Securities Processing
Reorg Department
50 North Front Street
Memphis, TN 38103
Fax: 901-529-5371
- Request the Eligible Securities be transferred to your current broker-dealer.
Any such notice of withdrawal must (1) specify the name of the account holder(s) and applicable account number(s) that tendered the Eligible Security to be withdrawn, (2) contain the description of the Eligible Securities to be withdrawn and the aggregate principal amount represented by each such Eligible Security, and (3) be signed by the holder of such Eligible Security in the same manner as the original signature on the Acceptance Form by which such Eligible Security was validly tendered. Any Eligible Security properly withdrawn will be deemed to be not validly tendered for purposes of this offer. We will not be under any duty to give notification of any defects or irregularities in any notice of withdrawal, or incur any liability for failure to give any such notification. We reserve the absolute right to reject any or all withdrawals that are not in proper form. We reserve the right to waive any defects, irregularities or conditions applicable to particular withdrawals of this offer for any or all of your Eligible Securities. Our interpretation of the terms and conditions of this offer will be final and binding.
Withdrawal of an Eligible Security can be accomplished only in accordance with the foregoing procedures.
15. If I accept this offer, will I have any U.S. Federal income tax consequences?
Please see the discussion under “U.S. Federal Income Tax Considerations” in the Offer to Purchase.
16. What will Morgan Keegan do with any securities that it purchases in this offer?
If we purchase any securities pursuant to this offer, we intend to hold them on a principal basis, and may offer them for resale (or, to the extent we have a short position in respect of those securities, to use them to close out our short position). Resales of securities by us could have an adverse effect on the market value of any securities you elect to retain. We also reserve the right to dispose of the securities we purchase in any method we deem proper, including to hold or seek to restructure, redeem or otherwise dispose of the securities. Some or all of these dispositions could have an adverse effect on the market value of the securities you elect to retain. While we do not anticipate the ability to sell these instruments for more than par, it is possible that at some future point the prices or values received by us when we dispose of the securities may be more than that received by Eligible Holders for the same or similar securities in this offer. In addition, the interest rates we receive on the securities may be less than, equal to or more than those received by Eligible Holders for the same or similar securities tendered in this offer. We may also earn customary fees in the future in connection with arranging the restructuring, redemption or other disposition of the securities held by us or by our clients.
17. What happens if I fail to accept this offer?
If you fail to accept this offer before it expires, you will be deemed to have rejected this offer.
We expressly reserve the absolute right, in our sole discretion, from time to time to purchase any Eligible Securities that remain outstanding following termination or expiration of this offer through open market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, on terms that may be equal to or less favorable than the terms we are offering pursuant to this offer.
18. What will I receive if I fail to accept this offer?
If you fail to accept this offer and you continue to hold your securities, you will continue to be entitled to payments, if any, on the securities in accordance with their terms. We will have no obligation to purchase your Eligible Securities after this offer expires. If you fail to accept this offer and you sell your securities, you will not receive any amount in connection with this offer.
19. Where can I find out more about Morgan Keegan’s Material Auction Rate Securities Practices and Procedures?
A description of our Material Auction Rate Securities Practices and Procedures is available without charge by contacting the Morgan Keegan Reorg Department at 1-877-901-3239 or by visiting: www.morgankeegan/ARSrepurchase.
See also “Risk Factors” in the Offer to Purchase for a description of other factors you should consider as you evaluate this offer.
20. What do I need to do to reject this offer?
You do not need to do anything to reject this offer. If you do not tender your securities you will be deemed to have rejected this offer.
21. Is this offer the exclusive means by which Morgan Keegan will purchase any auction rate securities?
No. In our sole discretion we may purchase auction rate securities from non-Eligible Holders in privately negotiated transactions. In addition, we may purchase, in our sole discretion, on a case-by-case basis, Eligible Securities from Eligible Holders on a different settlement cycle from that described above or auction rate securities from Eligible Holders, the auctions for which are clearing.
We also expressly reserve the absolute right, in our sole discretion, from time to time, to purchase any Eligible Securities that remain outstanding following termination or expiration of this offer through open market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise.
22. How will you contact me if there are any changes to or an extension of this offer?
If there is a material change to or an extension of this offer we will promptly disseminate the information and post the information to our website at: www.morgankeegan/ARSrepurchase.
In addition, any information on such change or extension will be available by contacting the Morgan Keegan Reorg Department at 1-877-901-3239.
