EX-99.A1C 4 d525290dex99a1c.htm EXHIBIT (A)(1)(C) Exhibit (a)(1)(C)

Exhibit (a)(1)(C)

ADS Letter of Transmittal

To

Holders of American Depositary Shares (ADSs)

Evidencing Ordinary Shares, No Nominal Value,

of

Ablynx NV

Pursuant to a Tender Offer by Sanofi (“Offeror”) in connection with its Offer to Purchase all Outstanding Ordinary Shares, No Nominal Value (“Shares”) Held by U.S. Holders and All Shares Represented by Outstanding American Depositary Shares (“ADSs”), Wherever Located, of Ablynx NV (the “Company”) (collectively, the “U.S. Offer”)

Under the terms of the U.S. Offer, holders of ADSs are invited to tender their ADSs for €45.00 per ADS and converted in the manner described in the Additional Terms and Instructions set forth below and will be distributed, net of expenses (including a fee related to the foreign exchange conversion and a fee of $0.05 per ADS for the cancellation of the ADSs tendered, in each case, pursuant to that certain Deposit Agreement, dated as of September 5, 2014, among the Company, JPMorgan Chase Bank, N.A. (the “Depositary”) and all holders from time to time of ADRs issued thereunder (as amended, the “Deposit Agreement”)).

 

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 4, 2018 UNLESS THE U.S. OFFER IS EXTENDED OR EARLIER TERMINATED.

The U.S. ADS Tender Agent for the U.S. Offer is:

JPMorgan Chase Bank, N.A.

This ADS Letter of Transmittal (this “ADS Letter of Transmittal”) should not be returned to the U.S. ADS Tender Agent. If you hold ADSs through a bank, broker, dealer, commercial bank, trust company, nominee or other securities intermediary, you must contact such entity and have such securities intermediary tender your ADSs on your behalf through the Depository Trust Company (“DTC”) PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MAY 4, 2018 (THE “INITIAL EXPIRATION DATE”) OR PRIOR TO THE DATE AND TIME OF THE EXPIRATION OF ANY VOLUNTARY SUBSEQUENT OFFERING PERIOD, THE MANDATORY SUBSEQUENT OFFERING PERIOD OR THE SQUEEZE-OUT PERIOD, AS APPLICABLE.

Please be sure to carefully read this ADS Letter of Transmittal and the accompanying instructions, together with the Offer to Purchase dated April 4, 2018 (the “Offer to Purchase”).

In order for a book-entry transfer to constitute a valid tender of your ADSs in the U.S. Offer, the ADSs must be tendered by your securities intermediary prior to the Initial Expiration Date or prior to the date and time of the expiration of any Voluntary Subsequent Offering Period, the Mandatory Subsequent Offering Period or the Squeeze-Out period, as applicable. Further, prior to the Initial Expiration Date or prior to the date and time of the expiration of any Voluntary Subsequent Offering Period, the Mandatory Subsequent Offering Period or the Squeeze-Out period, as applicable, the U.S. ADS Tender Agent must receive (i) a confirmation of a book-entry transfer of the tendered ADS into the U.S. ADS Tender Agent’s account at DTC and (ii) delivery of an Agent’s Message (as defined below), or (c) confirmation through DTC that a notice of guaranteed delivery has been properly transmitted to the U.S. ADS Tender Agent through the Automated Tender Offer Program at DTC (“ATOP”). DTC and participants in DTC are likely to establish cutoff times and dates earlier than the Initial Expiration Date or the date and time of the expiration of any Voluntary Subsequent Offering Period, the


Mandatory Subsequent Offering Period or the Squeeze-Out period, as applicable, to receive instructions to tender ADSs, and may charge you transaction or service fees. You should contact your broker or other securities intermediary to determine the cutoff time and date, and any fees that may be applicable to you.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the U.S. ADS Tender Agent as part of a confirmation of a book-entry transfer. The message states that DTC has received an express acknowledgment from the DTC participant tendering ADSs that such participant has received and agrees to be bound by the terms of the Offer to Purchase and the ADS Letter of Transmittal and that we may enforce such agreement against such participant.

If you wish to tender ADSs pursuant to the Offer to Purchase, but you cannot deliver your ADSs before the Initial Expiration Date, you may nevertheless tender such ADSs by having your securities intermediary transmit a notice of guaranteed delivery to the U.S. ADS Tender Agent through ATOP.

This ADS Letter of Transmittal is not for use by holders of Shares. If you are a U.S. holder of Shares, you should properly complete and duly execute a Share Acceptance Form, which accompanies the Offer to Purchase and is also available from MacKenzie Partners, Inc. (the “Information Agent”), and complete all other requirements for valid tenders of Shares set forth in the Offer to Purchase prior to the Initial Expiration Date or prior to the date and time of the expiration of any Voluntary Subsequent Offering Period, the Mandatory Subsequent Offering Period or the Squeeze-Out period, as applicable.

By instructing your securities intermediary to tender ADSs to JPMorgan Chase Bank, N.A., as U.S. ADS Tender Agent, you will be instructing your securities intermediary, and agreeing to, tender to Sanofi (“Offeror”), a société anonyme, organized under the laws of France, the ordinary shares, no nominal value (“Shares”) of the Company represented by the tendered ADSs at the price for ADSs indicated in this ADS Letter of Transmittal, net to the seller in cash, without interest (the “Offer Price”), on the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which, by instructing your securities intermediary to tender, will be deemed acknowledged, and in this ADS Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the U.S. Offer. The amount paid to holders of ADSs will be paid in U.S. dollars converted from Euros (€) in the manner described in the Additional Terms and Instructions set forth below and will be distributed, net of expenses (including a fee related to the foreign exchange conversion and a fee of $0.05 per ADS for the cancellation of the ADR evidencing such tendered ADS, in each case, as contemplated by the Deposit Agreement), to such holders.

Subject to and effective on acceptance for payment of the Shares represented by ADSs tendered hereby in accordance with the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of such extension or amendment), each holder of ADSs that has one or more securities intermediaries tender ADSs into the U.S. Offer will be deemed to have instructed the U.S. ADS Tender Agent to cancel all of the ADSs tendered hereby representing Shares and sell, assign and transfer to, or upon the order of Offeror, all right, title and interest in and to all such Shares that are purchased pursuant to the U.S. Offer and will be deemed to have irrevocably constituted and appointed the U.S. ADS Tender Agent as the true and lawful agent and attorney-in-fact of the undersigned, to:

(a) deliver Shares represented by the ADSs, with all accompanying evidences of transfer and authenticity, to or upon the order of Offeror upon receipt by the U.S. ADS Tender Agent, as the undersigned’s agent, of the Offer Price with respect to such Shares;

(b) present such ADSs for cancellation on the Depositary’s books; and

(c) receive all benefits and otherwise exercise all rights of beneficial ownership of Shares represented by such ADSs and such ADSs, subject to the next paragraph, all in accordance with the terms and subject to the conditions of the U.S Offer.

 

2


By instructing your securities intermediary to tender ADSs you will be deemed to have covenanted, represented and warranted to Offeror that:

(a) you have full power and authority to tender, sell, assign and transfer the ADSs tendered on your behalf and that when and to the extent Offeror accepts the Shares represented by such ADSs for purchase, Offeror will acquire good, marketable and unencumbered title to the tendered Shares represented by such ADSs, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim;

(b) on request, you will execute and deliver any additional documents deemed by the U.S. ADS Tender Agent or Offeror to be necessary or desirable to complete the assignment, transfer and purchase of the Shares represented by such ADSs tendered hereby; and

(c) the undersigned agrees to all of the terms of the U.S. Offer.

By instructing your securities intermediary to tender ADSs you will be deemed to understand that (a) tendering of ADSs under any one of the procedures described in this ADS Letter of Transmittal will constitute a binding agreement between the holder and/or owner of the ADSs so tendered and Offeror upon the terms and subject to the conditions of the U.S. Offer and (b) all Shares represented by ADSs properly tendered prior to the Initial Expiration Date or prior to the date and time of the expiration of any Voluntary Subsequent Offering Period, the Mandatory Subsequent Offering Period or the Squeeze-Out period, as applicable, and not properly withdrawn will be purchased at the Offer Price, net to the seller in cash, without interest, on the terms and subject to the conditions of the U.S Offer. The amount paid to holders of ADSs will be paid in U.S. dollars converted from Euros (€) in the manner described in the Additional Terms and Instructions set forth below and will be distributed, net of expenses (including a fee related to the foreign exchange conversion and a fee of $0.05 per ADS for the cancellation of the ADR evidencing such tendered ADS, in each case, as contemplated by the Deposit Agreement), to such holders.

By instructing your securities intermediary to tender ADSs you will be deemed to recognize that under certain circumstances set forth in the Offer to Purchase, Offeror may terminate or amend the U.S. Offer or may postpone the acceptance for payment of, or the payment for, the Shares represented by ADSs that have been tendered or may accept for payment fewer than all of the Shares represented by ADSs tendered hereby. In such event, you will be deemed to understand that any ADSs delivered on your behalf into the U.S. Offer but with respect to which the underlying Shares are not purchased, will be returned to your securities intermediary.

By instructing your securities intermediary to tender ADSs you will be deemed to understand and agree that (i) acceptance of Shares represented by ADSs by Offeror for payment will constitute a binding agreement between you and Offeror on the terms and subject to the conditions of the U.S. Offer and (ii) no interest will be paid on the Offer Price for the Shares represented by tendered ADSs.

All authority deemed to be conferred or agreed to be conferred in this ADS Letter of Transmittal shall survive the death or incapacity of the holder and/or owner of ADSs tendered, and any obligation or duties of such holder and/or owner under this ADS Letter of Transmittal shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, any tender is irrevocable.

 

3


ADDITIONAL TERMS AND INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE U.S. OFFER

1.            Offeror will not accept any alternative, conditional or contingent tenders (other than in accordance with the notice of guaranteed delivery as described in the accompanying Offer to Purchase), nor will it purchase the Shares represented by any fractional ADSs. Holders and/or owners of ADSs that are tendered will be deemed to have waived any right to receive any notice of the acceptance for payment of the ADSs.

2.            To facilitate the administration of the U.S. Offer, the U.S. ADS Tender Agent may enter into a foreign exchange transaction (the “FX Transaction”) to convert Euros into U.S. dollars entered into with JPMorgan Chase Bank, N.A. and/or its affiliates (“JPMorgan”) acting in a principal capacity through the relevant JPMorgan FX desk. The foreign exchange rate applied to the FX Transaction will be the next available bid or ask rate, as applicable, published by WM Reuters Company for Euros (the “WMR Rate”) plus one basis point. Execution of the FX Transaction using the WMR Rate is available hourly from 1 a.m. to 9 p.m. (London time) where 9 p.m. (London time) coincides with 4 p.m. (New York time) on any day (an “FX Business Day”) on which the WMR Rate is published and, in the event the WMR Rate is not available on a particular date or at a particular time, the WMR Rate shall be determined using the next available WMR Rate. When the time difference between London and New York changes to four hours, the 9 p.m. execution (London time) will revert automatically to 8 p.m. (London time) to coincide with 4 p.m. (New York time) on any FX Business Day. Instructions to enter into the FX Transaction using the WMR Rate must be received by the relevant JPMorgan FX desk at least 15 minutes before the relevant hour to be included in that hour’s execution batch. If the WMR Rate is unavailable due to a holiday or other reason, the JPMorgan FX desk may hold the FX Transaction until the WMR Rate becomes available. Notwithstanding the foregoing, for any FX Transactions with a notional amount greater than or equal to the equivalent of USD 100 million, JPMorgan may execute such FX Transactions in parts over one or more FX Business Days and the foreign exchange rate applied to each such partial FX Transaction may be the next available WMR Rate for the applicable FX Business Day(s). In such cases, the foreign exchange rate used to calculate the U.S. dollar amount payable to holders of ADSs as reported to holders of ADSs will be a blended rate based on all such partial FX Transactions. Such applicable foreign exchange rate may (and JPMorgan is under no obligation to ensure that such rate does not) differ from rates at which comparable transactions are entered into with other customers or the range of foreign exchange rates at which JPMorgan enters into foreign exchange transactions in the relevant currency pair on the date of the FX Transaction. Furthermore, JPMorgan may manage the associated risks of JPMorgan’s own position in the market in a manner it deems appropriate without regard to the impact of such activities on Offeror or the holders of ADSs. The spread applied by the JPMorgan FX desk does not include any gains or losses that may be earned or incurred by other areas of JPMorgan when the JPMorgan FX desk’s cover trade (including any onshore cover trade) is with JPMorgan Chase Bank, N.A. or an affiliate or branch of JPMorgan Chase Bank, N.A.

3.            Questions and Requests for Assistance. Questions and requests for assistance should be directed to, or additional copies of the Offer to Purchase, this ADS Letter of Transmittal, and other related materials may be obtained from, the Information Agent at the telephone number and address set forth on the back cover of this ADS Letter of Transmittal. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the tender offer.

4.            Information Reporting and Backup Withholding. Each ADS holder is urged to consult such ADS holder’s tax advisor to determine the particular tax consequences to such ADS holder (including the applicability and effect of state, local and other tax laws) of the U.S. Offer. ADS holders should review Section 5 of the Offer to Purchase entitled “Certain Income Tax Consequences of the U.S. Offer” for a more general discussion of certain income tax considerations that may be relevant to the U.S. Offer.

Payments made to tendering holders of ADSs may be subject to U.S. federal information reporting and backup withholding.

 

4


The Information Agent for the U.S. Offer is:

MacKenzie Partners, Inc.

If you have questions on how holders of ADSs can participate in the Tender Offer, please call the Information Agent, MacKenzie Partners, Inc. at +1 (800) 322-2885 (toll-free within the United States) or by email at tenderoffer@mackenziepartners.com.

 

5


   

Form      W-9

(Rev. November 2017)

Department of the Treasury

Internal Revenue Service

 

Request for Taxpayer

Identification Number and Certification

 

u Go to www.irs.gov/FormW9 for instructions and the latest information.

 

Give Form to the

requester. Do not

send to the IRS.

Print or type. See Specific Instructions

on page 3.

 

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

 

              
 

2 Business name/disregarded entity name, if different from above

 

                             
  3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
   following seven boxes.
       4 Exemptions (codes apply
only to certain entities, not
individuals; see instructions on
page 3):
  ☐ Individual/sole proprietor
     or single-member LLC
  ☐  C Corporation   ☐     S Corporation   ☐     Partnership   ☐     Trust/estate       

 

Exempt payee code (if any)
             

 

 

☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u                          

 

Note. Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if
the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC
that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from
the owner should check the appropriate box for the tax classification of its owner.

 

☐ Other (see instructions) u

 

      

 

Exemption from FATCA
reporting code (if any)
                         

 

(Applies to accounts maintained
outside the U.S.)

 

 

 

5 Address (number, street, and apt. or suite no.) See instructions.

 

      

 

    Requester’s name and address (optional)

 

 

6 City, state, and ZIP code

 

      
    

 

7 List account number(s) here (optional)

 

              

 

Part I    Taxpayer Identification Number (TIN)

 

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

 

Note. If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.

                 
 

Social security number

                               
  or
 

Employer identification number

                                 
Part II    Certification

Under penalties of perjury, I certify that:

 

1.   The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

 

2.   I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

 

3.   I am a U.S. citizen or other U.S. person (defined below); and

 

4.   The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

 

Sign     Here        Signature of
U.S. person 
u
     Date u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

 

  Form 1099-INT (interest earned or paid)

 

  Form 1099-DIV (dividends, including those from stocks or mutual funds)
  Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

 

  Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

 

  Form 1099-S (proceeds from real estate transactions)

 

  Form 1099-K (merchant card and third party network transactions)

 

  Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

 

  Form 1099-C (canceled debt)

 

  Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

 

 

 

    Cat. No. 10231X  

Form W-9 (Rev. 11-2017)


Form W-9 (Rev. 11-2017)   Page 2

 

 

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S, exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

•  An individual who is a U.S. citizen or U.S. resident alien;

•  A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

•  An estate (other than a foreign estate); or

•  A domestic trust (as defined in Regulations section 301,7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.

•  In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

•  In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

•  In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515. Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income,

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S,-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30,1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the instructions for Part II for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

 


Form W-9 (Rev. 11-2017)   Page 3

 

 

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701 -2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. if the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.

 

IF the entity/person on line 1 is a(n)…   THEN check the box for…

•  Corporation

  Corporation

•  Individual

•  Sole proprietorship, or

•  Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.

  Individual/sole proprietor or single-member LLC

•  LLC treated as a partnership for U.S. federal tax purposes,

•  LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or

•  LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.

  Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)

•  Partnership

  Partnership

•  Trust/estate

  Trust/estate

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

•  Generally, individuals (including sole proprietors) are not exempt from backup withholding.

•  Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

•  Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

•  Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

 


Form W-9 (Rev. 11-2017)   Page 4

 

 

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

 

IF the payment is for . . .   THEN the payment is exempt for . . .
Interest and dividend payments   All exempt payees except for 7
Broker transactions   Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends   Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001   Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions   Exempt payees 1 through 4

 

1  See Form 1099-MISC, Miscellaneous Income, and its instructions.
2  However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1 (c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1 (c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. if you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one), Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1,4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

 


Form W-9 (Rev. 11-2017)   Page 5

 

 

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

 

What Name and Number To Give the Requester
       For this type of account:   Give name and SSN of:
  1.    

Individual

  The individual
  2.     Two or more individuals (joint account) other than an account maintained by an FFI   The actual owner of the account or, if combined funds, the first individual on the account1
  3.     Two or more U.S. persons (joint account maintained by an FFI)   Each holder of the account
  4.     Custodial account of a minor (Uniform Gift to Minors Act)   The minor2
  5.     a. The usual revocable savings trust (grantor is also trustee)   The grantor-trustee1
  b. So-called trust account that is not a legal or valid trust under state law   The actual owner1
  6.     Sole proprietorship or disregarded entity owned by an individual   The owner3
  7.     Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671 -4(b)(2)(i) (A))   The grantor*
       For this type of account:   Give name and EIN of:
  8.     Disregarded entity not owned by an individual   The owner
  9.     A valid trust, estate, or pension trust   Legal entity4
  10.     Corporation or LLC electing corporate status on Form 8832 or Form 2553   The corporation
  11.     Association, club, religious, charitable, educational, or other tax-exempt organization   The organization
  12.     Partnership or multi-member LLC   The partnership
  13.     A broker or registered nominee   The broker or nominee
  14.     Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments   The public entity
  15.     Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))   The trust
1  List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
2 Circle the minor’s name and furnish the minor’s SSN.
3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.
4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.

*Note: The grantor also must provide a Form W-9 to trustee of trust.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

 

  Protect your SSN,

 

  Ensure your employer is protecting your SSN, and

 

  Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Tax payers.

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.identityTheft.gov and Pub. 5027.

Visit www.irs.gov/ldentityTheft to learn more about identity theft and how to reduce your risk.

 


Form W-9 (Rev. 11-2017)   Page 6

 

 

Privacy Act Notice

Section 6109 of the internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and

criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.