EX-99.(A)(1)(II) 4 c93975_ex99a-1ii.htm

Exhibit (a)(1)(ii)

 

LETTER OF TRANSMITTAL

 

For Tender of Shares of Common Stock

 

of

 

LAZARD WORLD DIVIDEND & INCOME FUND, INC.
(the “Fund”)

 

Pursuant to the Offer to Purchase,
Dated July 25, 2019

 

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 p.m., NEW YORK CITY TIME, ON AUGUST 21, 2019
UNLESS THE FUND EXTENDS THE OFFER.

 

The Depositary for the Offer is:

 

 

 

If delivering by UPS, FedEx or Courier:   If delivering by USPS Service:
     
Broadridge, Inc.
Attn:  BCIS IWS
51 Mercedes Way
Edgewood, New York 11717-8383
  Broadridge, Inc.
Attn:  BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, New York 11717-0718
 

Pursuant to the offer of Lazard World Dividend & Income Fund, Inc. (the “Fund”) to purchase up to 1,376,037 (approximately 20%) of its issued and outstanding shares of common stock, the undersigned tenders the following shares of the Fund by book-entry transfer:

DESCRIPTION OF SHARES TENDERED

(See Instructions 3 and 4)

Name(s) and Address(es) of Registered Holder(s)

(If name(s) and address(es) blank on first page or if there is any error in the name(s) or address(es) on first page, please fill in below exactly as name(s) appear(s) on a security position listing or on the records of the Fund’s transfer agent and provide correct address(es))

 

Total Number of Shares Tendered:
 
If desired, indicate below the order (by date the shares were purchased) in which shares of common stock are to be purchased in event of proration* (attach additional signed list if necessary) (See Instruction 5):

Date of Purchase
Number of
Shares Tendered**
   
   
   
   
   
   
   
   
   
     
*   If you do not designate an order and the Fund purchases less than all shares tendered due to proration, the Depositary will select the shares that the Fund will purchase.  See Instruction 5.  
**   If you desire to tender fewer than all shares purchased on a particular date, please indicate in this column the number of shares of common stock you wish to tender.  Otherwise, all shares purchased on such date will be deemed to have been tendered.  See Instruction 4.

 

You should read this letter of transmittal and the accompanying instructions before you complete it. Delivery of this letter of transmittal to an address other than one of those set forth above will not constitute a valid delivery. YOU MUST DELIVER THIS letter of transmittal AND ANY OTHER REQUIRED DOCUMENTS TO Broadridge corporate issuer solutions, Inc., THE DEPOSITARY FOR THE OFFER (THE “DEPOSITARY”). Deliveries to the Fund will not be forwarded to the Depositary and therefore will not constitute valid delivery to the Depositary and may not be timely returned.

 

WHEN THIS letter of transmittal SHOULD BE USED

 

You should complete this letter of transmittal only if you are concurrently tendering shares by book-entry transfer to the account maintained by the Depositary at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to Section 3 of the Offer to Purchase and you are not using an Agent’s Message (as defined in Instruction 2). (Delivery of the documents to the Book-Entry Transfer Facility will not constitute delivery to the Depositary.)

 

BEFORE COMPLETING THIS letter of transmittal, YOU SHOULD READ THIS letter of transmittal AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

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Ladies and Gentlemen:

 

The undersigned hereby tenders to Lazard World Dividend & Income Fund, Inc., a diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), the above-described shares of its common stock, $0.001 par value per share. Unless otherwise indicated, all references to shares are to the Fund’s shares of common stock, $0.001 par value per share.

 

The tender of the shares is being made at the Purchase Price (as defined below) indicated in this letter of transmittal to the seller in cash, less applicable withholding taxes and without interest, pursuant to the Fund’s offer to purchase up to 1,376,037 (approximately 20%) of its issued and outstanding shares of common stock, on the terms and subject to the conditions set forth in this letter of transmittal and in the Fund’s Offer to Purchase, dated July 25, 2019 (which together, as they may be amended and supplemented from time to time, constitute the “Offer”), receipt of which is hereby acknowledged.

 

Subject to and effective upon acceptance for payment of, and payment for, shares tendered with this letter of transmittal in accordance with the terms of the Offer, the undersigned hereby (1) sells, assigns and transfers to or upon the order of the Fund all right, title and interest in and to all of the shares tendered hereby which are so accepted and paid for; (2) orders the registration of any shares tendered by book-entry transfer that are purchased in the Offer to or upon the order of the Fund; and (3) appoints Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer (the “Depositary”), as attorney-in-fact of the undersigned with respect to such shares, with the full knowledge that the Depositary also acts as the agent of the Fund, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

 

(a)     transfer ownership of such shares on the account books maintained by The Depository Trust Company (the “Book-Entry Transfer Facility”), together with all accompanying evidence of transfer and authenticity, to or upon the order of the Fund, upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price (as defined below) with respect to such shares; and

 

(b)     receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, subject to the next paragraph, all in accordance with the terms of the Offer.

 

The undersigned understands that, on the terms and subject to the conditions of the Offer, the Fund will pay a purchase price per share for shares validly tendered and not properly withdrawn in the Offer equal to 98% of its net asset value (“NAV”) per share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the shares are traded, on the day the Offer expires (such price, expressed as a percentage of NAV per share, the “Purchase Price”). The Fund will not purchase shares that it does not accept for purchase because of proration provisions.

 

The undersigned hereby covenants, represents and warrants to the Fund that:

 

(a)     the undersigned (i) understands that it is a violation of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for a person acting alone or in concert with others, directly or indirectly, to tender shares for that person’s own account unless, at the time of tender and at the end of the period of time in which the Offer will remain open (including any extensions thereof), the person so tendering has a net long position, equal to or greater than the amount tendered, in either: (1) the Fund’s shares, and will deliver or cause to be delivered such shares for the purpose of tender to the Fund within the period specified in the Offer; or (2) an equivalent security and, upon acceptance of such person’s tender, will acquire the Fund’s shares by conversion, exchange or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the shares so acquired for the purpose of tender to the Fund within the period specified in the

 

Offer; (ii) has a “net long position” in the shares, within the meaning of Rule 14e-4 under the Exchange Act, at least equal to the number of shares being tendered; and (iii) is tendering the shares in compliance with Rule 14e-4 under the Exchange Act;

 

(b)     the undersigned has full power of authority to tender, sell, assign and transfer the shares tendered hereby;

 

(c)     at the time and to the extent that the Fund accepts the shares for purchase, the Fund will acquire good and marketable title to such shares, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the shares will not be subject to any adverse claims or rights;

 

(d)     the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby and accepted for purchase;

 

(e)     the Fund has advised the undersigned to consult with the undersigned’s own advisors as to the consequences of tendering shares pursuant to the Offer; and

 

(f)     the undersigned has read and agrees to all of the terms of the Offer.

 

The undersigned understands that tendering of shares under any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions to this letter of transmittal will constitute an agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer. The undersigned acknowledges that under no circumstances will the Fund pay interest on the Purchase Price.

 

The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Fund may terminate or amend the Offer, or may postpone the acceptance for payment of, or the payment for, shares tendered, or may accept for payment fewer than all the shares tendered hereby. The undersigned understands that any shares tendered but not repurchased will be credited to the appropriate account maintained by the tendering stockholder at the Book-Entry Transfer Facility or with the Fund’s transfer agent, as applicable, without expense to the stockholder.

 

The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on a security position listing or on the records of the Fund’s transfer agent indicating the owner of the shares tendered hereby. The number of shares that the undersigned wishes to tender should be set forth in the appropriate boxes above.

 

Please issue the check for the aggregate purchase price of any shares purchased (less the amount of any applicable U.S. withholding taxes) in the name(s) of the undersigned. Similarly, please mail the check for the aggregate purchase price of any shares purchased (less the amount of any applicable U.S. withholding taxes), and any accompanying documents as appropriate, to the undersigned at the address shown below the undersigned’s signature(s).

 

All authority conferred or agreed to be conferred in this letter of transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this letter of transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this Offer is irrevocable.

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THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF THAT JURISDICTION.

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STOCKHOLDER(S) SIGN HERE
 
(See Instructions 1 and 6)
(Please Complete and Return the Attached IRS Form W-9 Below)
 
Must be signed by registered holder(s) exactly as name(s) appear(s) on a security position listing or on the records of the Fund’s transfer agent or by person(s) authorized to become registered holder(s) by documents transmitted herewith.  If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please provide full title and see Instruction 6.  
     
  Signature(s) of
Stockholder(s):
   
     
       
   
  Dated:    
       
  Name(s):    
       
       
    (Please Print)  
       
  Capacity (full title):    
       
  Name(s):    
       
       
    (Please Print)  
       
  Address:    
    (Please Include Zip Code)  
       
  Telephone Number,
including Area Code:
   
       
  Taxpayer ID or
Social Security No.:
   
       
GUARANTEE OF SIGNATURE(S)
(If Required, See Instruction 1 and 6)
       
  Authorized Signature:    
       
  Name(s):    
       
  Name of Firm:    
       
  Address:    
       
  Address Line 2:    
       
  Telephone Number,
including Area Code:
   
       
  Dated:    
       
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
Forming Part of the Terms and Conditions of the Offer

 

1.          Guarantee of Signatures. Except as otherwise provided in this Instruction, all signatures on this letter of transmittal must be guaranteed by a financial institution that is a participant in the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”). Signatures on this letter of transmittal need not be guaranteed if either: (a) this letter of transmittal is signed by the registered holder(s) of the shares (which term, for purposes of this letter of transmittal, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the shares) tendered herewith; or (b) such shares are tendered for the account of an Eligible Institution. See Instruction 6.

 

2.           Delivery of Letter of Transmittal. You should use this letter of transmittal only if you are causing the shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. For your shares to be properly tendered, the Depositary must receive all of the following at one of its addresses set forth above in this letter of transmittal before or on the date the Offer expires:

 

·a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer described in Section 3 of the Offer to Purchase;

 

·either (a) a properly completed and executed letter of transmittal or a manually executed facsimile of it, including any required signature guarantees, or (b) an “Agent’s Message” (as defined in this Instruction 2); and

 

·any other documents required by this letter of transmittal.

 

The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the shares, that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that the Fund may enforce this agreement against the participant.

 

The method of delivery of all documents, including the letter of transmittal, is at the option and risk of the tendering stockholder. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure delivery.

 

The Fund will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional shares. By executing this letter of transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered shares.

 

3.           Inadequate Space. If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the dates of purchase and the number of shares tendered with respect to each date on a separate signed schedule attached to this letter of transmittal.

 

4.           Partial Tenders and Unpurchased Shares. If you wish to tender fewer than all of the shares purchased on a particular date, fill in the number of shares that you wish to tender in the column entitled “Number of Shares Tendered.” In this case, if the Fund purchases some but not all of the shares that you tender, the Fund will credit the unpurchased shares to the appropriate account maintained by the

 

tendering stockholder at the Book-Entry Transfer Facility or with the Fund’s transfer agent, as applicable, without expense to the stockholder. Unless you indicate otherwise, all shares purchased on a particular date will be deemed to have been tendered.

 

5.           Order of Purchase in the Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may specify the order in which their shares of common stock are to be purchased in the event that, as a result of proration, the Fund purchases some but not all of the tendered shares pursuant to the terms of the Offer. The order of purchase may have an effect on the federal income tax treatment of any gain or loss on the shares that the Fund purchases. See Sections 1, 5 and 14 of the Offer to Purchase.

 

6.           Signatures on Letter of Transmittal.

 

(a)         Exact Signatures. If this letter of transmittal is signed by the registered holder(s) of the shares of common stock tendered hereby, the signature(s) must correspond exactly with the name(s) that appear(s) on a security position listing or on the records of the Fund’s transfer agent as the owner of the shares.

 

(b)         Joint Holders. If the shares of common stock tendered hereby are registered in the names of two or more persons, ALL such persons must sign this letter of transmittal.

 

If this letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit to the Depositary evidence satisfactory to the Fund that such person has authority so to act.

 

7.           Stock Transfer Taxes. No stock transfer tax stamps or funds to cover such stamps need to accompany this letter of transmittal. The Fund will pay or cause to be paid any stock transfer taxes payable on the transfer to it of shares purchased in the Offer. If, however, a transfer tax is imposed for any reason other than the transfer to the Fund of shares purchased in the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s) or otherwise) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

 

8.           Backup Withholding. Under U.S. federal income tax laws, the Depositary will be required to withhold 24% of the gross proceeds otherwise payable to a U.S. individual or certain non-corporate stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder that is a United States person for U.S. federal income tax purposes, must provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”) and certify that such stockholder is not subject to backup withholding by completing, signing and dating an Internal Revenue Service (“IRS”) Form W-9 and returning such form to the Depositary. In general, if a stockholder is an individual, the TIN is the social security number of such individual. If the Depositary is not provided with the correct TIN and other required information, or if a false statement is made on the IRS Form W-9, the stockholder may be subject to penalties imposed by the IRS and, in certain cases, criminal penalties, including fines and/or imprisonment. Certain stockholders (including, among others, generally all corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. However, such stockholders should complete the IRS Form W-9 (or, in the case of a foreign stockholder, an appropriate IRS Form W-8, discussed below) to avoid erroneous backup withholding. For further information concerning backup withholding and instructions for completing the IRS Form W-9 (including how to obtain a TIN if you do not have one and how to complete the IRS Form W-9 if shares are held in more than one name), consult the instructions included

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with the IRS Form W-9 set forth below. The Fund may also need to withhold on payments to a stockholder if it is notified by the IRS that it is required to do so.

 

A foreign stockholder that is not a United States person for U.S. federal income tax purposes may be subject to backup withholding, but may qualify as an exempt recipient by providing the Depositary with a properly completed, signed and dated IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or other appropriate IRS Form W-8, attesting to such stockholder’s foreign status or by otherwise establishing an exemption. An appropriate IRS Form W-8 may be obtained from the Depositary or the IRS website (www.irs.gov). In addition, withholding taxes may apply to certain non-U.S. stockholders. Non-U.S. stockholders should consult their own tax advisors regarding the application of the U.S. federal withholding tax, including their potential eligibility for a withholding tax reduction or exemption, and the refund procedure.

 

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS provided that the required information establishing eligibility is timely furnished to the IRS.

 

NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 (OR AN APPROPRIATE IRS FORM W-8) MAY RESULT IN PENALTIES AND BACKUP WITHHOLDING ON ANY AMOUNTS OTHERWISE PAYABLE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE INSTRUCTIONS TO THE IRS FORM W-9 (OR APPROPRIATE IRS FORM W-8) FOR ADDITIONAL DETAILS. FOR ADDITIONAL INFORMATION CONTACT YOUR OWN TAX ADVISOR OR THE IRS.

 

9.           Irregularities. The Fund will determine in its sole discretion all questions as to the Purchase Price, the number of shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all parties. The Fund reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Fund, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular shares, and the Fund’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Fund shall determine. None of the Fund, the Depositary, Broadridge Corporate Issuer Solutions, Inc., the information agent for the Offer (the “Information Agent”), or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

 

10.         Questions; Requests for Assistance and Additional Copies. Please direct any questions or requests for assistance or for additional copies of the Offer to Purchase or the letter of transmittal to the Information Agent at the telephone number or one of the addresses for the Depositary set forth on the last page of this letter of transmittal. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

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Form W-9

(Rev. October 2018)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

 

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

Give Form to the
requester. Do not
send to the IRS.  
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):
  o  Individual/sole proprietor or single-member LLC o  C Corporation o  S Corporation o  Partnership o  Trust/estate Exempt payee code (if any)
           
  o  Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ►                 
  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. Exemption from FATCA reporting
code (if any)
        
  o  Other (see instructions) ► (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.      

Social security number
     
                 
or    
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.   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 ►
Date

 

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. 10-2018)
 
Form W-9 (Rev. 10-2018) 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 24% 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. 10-2018) 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. 10-2018) 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.


 
Form W-9 (Rev. 10-2018) Page 5

 

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.

 

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
For this type of account: Give name and EIN of:
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 Taxpayers.

 

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.

 
Form W-9 (Rev. 10-2018) Page 6

 

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/IdentityTheft to learn more about identity theft and how to reduce your risk.

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.

 

Important: The Depositary must receive this letter of transmittal (together with confirmation of book-entry transfer and all other required documents) before or on the date the Offer expires.

 

This letter of transmittal and any other required documents should be sent or delivered by each tendering stockholder or its broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth on the first page of this letter of transmittal.

 

Any questions or requests for assistance or for additional copies of the Offer to Purchase or this letter of transmittal may be directed to the Information Agent at the telephone number or one of the addresses for the Depositary set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. To confirm delivery of your shares, please contact the Depositary.

 

The Depositary for the Offer is:

 

 

 

If delivering by UPS, FedEx or Courier:   If delivering by USPS Service:
     
Broadridge Corporate Issuer Solutions, Inc.
Attn:  BCIS IWS
51 Mercedes Way
Edgewood, New York 11717-8383
  Broadridge Corporate Issuer Solutions, Inc.
Attn:  BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, New York 11717-0718

 

The Information Agent for the Offer is:

 

Broadridge Corporate Issuer Solutions, Inc.

 

Toll-Free: (888) 789-8409