Proration


Also found in: Dictionary, Thesaurus, Medical, Legal, Wikipedia.

Proration

Refers to the division between cash and stock in a takeover offer. Often a takeover is a combination of cash and the acquiring firm's equity. Shareholders can elect to take cash or equity. After the election is made, the stock is prorated. For example, if the takeover offer was 500 million in cash and 500 million in shares, if everybody elected cash, then the maximum cash for each shareholder is 50%. If 75% elected to receive cash, 25% of the shareholders would get 100% equity and the other 75% would get 75% cash and 25% equity. The proportions are complicated to compute if the new shares are worth more than the old shares. In this case, small shareholders (with say 100 shares) might receive 100% cash because it is disadvantageous to have a lot less than 100 shares.

Pro Rata

Describing a distribution according to some proportion. For example, a salary may be stated as $120,000 per year pro rata. This means that if an employee only works for six months, his/her salary will be $60,000. Likewise, dividends are distributed pro rata, meaning that shareholders receive them according to the proportion of shares that they own.
References in periodicals archive ?
The intuition for full proration of author credit is very clear.
Others argue opting for the proration route is just kicking a $7.8 billion can down the road.
Section four explores the impact of periodic mid-year budget shortfalls (proration) on education funding.
Left open after Stonewall is the showing a policyholder must make to prove unavailability of insurance in order to avoid proration of coverage responsibility to the policyholder.
The calculation of the applicable proration adjustments with respect to the Cash Consideration and the Stock Consideration is based, in part, on the number of outstanding Voting Securities as of the effective time of the Merger, and also will change as a result of Finisar stockholders transferring their Finisar shares or withdrawing their consideration election.
Because the amount of New Notes issuable in exchange for all validly tendered and not validly withdrawn Existing Notes at or prior to 5 p.m., New York City time, on December 15, 2017 (the "Early Participation Date") in each category of Exchange Offers would exceed the maximum New Notes amounts, as increased, acceptance of the Existing Notes for exchange in each category of Exchange Offers will be subject to proration as described in the Offering Memorandum.
Pursuant to the adjustment, proration and reallocation procedures described in the merger agreement governing the merger, a portion of stock election shares will be entitled to receive the stock consideration of 1.638 shares of Eldorado common stock per share and a portion of stock election shares will be entitled to receive USD 23.00 in cash per share.
TELECOMWORLDWIRE-July 17, 2015-Danaher announces final proration factor in NetScout transaction
If the aggregate purchase price for the 2017 notes accepted for purchase exceeds the maximum purchase amount, the tendered 2017 notes will be subject to proration.
The deal is valued at CAD11.50 per share in cash or 0.114 of a Walter Energy share, or for a combination thereof, all subject to proration.
This issue contains the following articles: (1) Governor Declares 12.5% Proration: Rainy Day Fund Reduces Proration to 9%; (2) Alabama Heroes in Education Awards: An Evening To Honor Outstanding Teachers and Students; (3) Call for Entries: Alabama Public Television's 2009 Young Heroes Awards; (4) Alabama Schools Eye Fall Implementation of First Choice; (5) District 7 Elects New State Board of Education Member; and (6) Alabama Teachers Earn National Board Certification.
Based on those results, Acxiom said it expects to purchase 11.1 million shares in the tender offer, subject to proration, at $25.75 per share.