Exhibit (a)(1)(ii)
LETTER OF TRANSMITTAL
TO TENDER AUCTION PREFERRED SHARES,
SERIES M (01864V203)
SERIES T (01864V302)
SERIES W (01864V401)
SERIES TH (01864V500)
OF
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL
INCOME FUND, INC.
Pursuant to the Offer to Purchase
Dated November 9, 2018
THE OFFER AND WITHDRAWAL RIGHTS TERMINATE AT 5:00 P.M., NEW YORK CITY TIME,
ON DECEMBER 13, 2018, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
The Bank of New York Mellon
The Information Agent for the Offer is:
Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Toll Free: (800)932-9864
Delivery by First Class Mail, By Registered, Certified or Express Mail, By Overnight Courier, or
By Hand should be directed to:
The Bank of New York Mellon
Corporate Trust Operations—Reorganization Unit
Attn: Eric Herr
111 Sanders Creek Parkway
East Syracuse, New York 13057
Tel. (315)414-3362
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal relates to the offer by AllianceBernstein National Municipal Income Fund, Inc. (the “Fund”), a Maryland corporation registered under the Investment Company Act of 1940, as amended, to purchase for cash up to 100% of the Fund’s Auction Preferred Shares, Series M, Series T, Series W and Series TH, par value $0.001 per share (the “Auction Preferred Stock”), at 98.75% of the liquidation preference of $25,000 per share (or $24,687.50 per share), plus any unpaid dividends accrued through December 13, 2018, unless extended, upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal (which together constitute the “Offer”).
DESCRIPTION OF AUCTION PREFERRED STOCK TENDERED
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Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank) | | Auction Preferred Stock Tendered* (attach Additional Signed List if Necessary) |
| | 1 ☐ All |
| | 2 ☐ Partial: |
| * | Unless otherwise indicated, it will be assumed that all (and not partial) of the Auction Preferred Stock is being tendered. See Instruction 3 of this Letter of Transmittal. |
If you wish to tender all or any part of your Auction Preferred Stock of the Fund, you should either:
| | • | | tender your Auction Preferred Stock pursuant to the procedure for book-entry tender set forth in Section 3 of the Offer to Purchase; or |
| | • | | request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Auction Preferred Stock is registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact such nominee if you desire to tender your Auction Preferred Stock. |
If you desire to tender Auction Preferred Stock and such Auction Preferred Stock cannot be delivered to the Depositary or you cannot comply with the procedure for book-entry transfer or your other required documents cannot be delivered to the Depositary, in any case, by the termination of the Offer, you must tender such Auction Preferred Stock pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Questions about how to tender your Auction Preferred Stock and requests for additional copies of this Letter of Transmittal, the Offer to Purchase, the Notice of Guaranteed Delivery or the Notice of Withdrawal may be directed to Georgeson LLC (the “Information Agent”) at its address or telephone number set forth on the first page of this Letter of Transmittal.
ADDITIONAL INFORMATION REGARDING TENDERED AUCTION PREFERRED STOCK
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
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Name of Tendering Institution |
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Account Number |
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Transaction Code Number |
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| Contact Person in Auction Department of Tendering Institution* |
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Email Address of Contact Person in Auction Department* |
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Broker–Dealer who submits auction instructions to the Auction Agent on your behalf: |
| ☐ | CHECK HERE IF TENDERED AUCTION PREFERRED STOCK IS BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT OR CONCURRENTLY BEING SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: |
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Name(s) of Tendering Holder(s) of Auction Preferred Stock |
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Date of Execution of Notice of Guaranteed Delivery |
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Name of Institution which Guaranteed Delivery |
| * | If there is no established auction department, please include contact information for the party that submits auction instructions for Auction Preferred Stock. |
Ladies and Gentlemen:
The undersigned hereby tenders to AllianceBernstein National Municipal Income Fund, Inc. (the “Fund”), a Maryland corporation, the Fund’s Auction Preferred Shares, Series M, Series T, Series W and Series TH, par value $0.001 per share (the “Auction Preferred Stock”), at a price per share (the “Purchase Price”) equal to 98.75% of the liquidation preference of $25,000 per share (or $24,687.50 per share), plus any unpaid dividends accrued through the Termination Date (as defined below), upon the terms and subject to (i) the closing of the Fund’s proposed offering of new preferred stock with an aggregate liquidation preference at least equal to the aggregate liquidation preference of Auction Preferred Stock accepted in the Offer and (ii) certain other conditions set forth in the Fund’s Offer to Purchase, dated November 9, 2018, the receipt of which is hereby acknowledged, and this Letter of Transmittal (which, together with the Fund’s Offer to Purchase, constitute the “Offer”). The “Termination Date” of the Offer is 5:00 p.m., New York City time, on December 13, 2018. If the Fund, in its sole and absolute discretion, shall have extended the period for which the Offer is open, the “Termination Date” shall mean the latest time and date on which the Offer, as so extended by the Fund, shall terminate.
Subject to, and effective upon, acceptance of payment for the Auction Preferred Stock tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Auction Preferred Stock that is being tendered hereby and that is being accepted for purchase pursuant to the Offer (and any and all dividends, distributions, other shares or other securities or rights declared or issuable in respect of such Auction Preferred Stock after the Termination Date) and irrevocably constitutes and appoints the Depositary the true and lawful agent andattorney-in-fact of the undersigned with respect to such Auction Preferred Stock (and any such dividends, distributions, other shares or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) transfer ownership of such Auction Preferred Stock (and any such other dividends, distributions, other shares or securities or rights) on the account books maintained by the Fund’s transfer agent, together, in either such case, with all accompanying evidences 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, (b) present such Auction Preferred Stock (and any such other dividends, distributions, other shares or securities or rights) for transfer on the books of the Fund, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Auction Preferred Stock (and any such other dividends, distributions, other shares or securities or rights), all in accordance with the terms of the Offer.
The undersigned hereby covenants, represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the tendered Auction Preferred Stock (and any and all dividends, distributions, other shares or securities or rights declared or issuable in respect of such Auction Preferred Stock after the Termination Date); (b) when and to the extent the Fund accepts the Auction Preferred Stock for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will 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
tendered Auction Preferred Stock (and any such other dividends, distributions, other shares or securities or rights declared or issuable in respect of such Auction Preferred Stock after the Termination Date); and (d) the undersigned has read the documents relating to the Offer and agreed to all of the terms of the Offer.
All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Auction Preferred Stock tendered pursuant to the Offer may be withdrawn at any time prior to the Termination Date in accordance with Section 4, “Rights of Withdrawal,” of the Fund’s Offer to Purchase. After the Termination Date, tenders made pursuant to the Fund’s Offer to Purchase will be irrevocable.
SIGN HERE
(IMPORTANT: COMPLETE AND SIGN THE IRS FORMW-9 HEREIN OR
APPLICABLE IRS FORMW-8)
(Signature (s) of Auction Preferred Stockholder(s))
Dated:
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on account registration) for the Auction Preferred Stock or on a security position listing or by person(s) authorized to become registered holder(s) by documents transmitted herewith. If signature is byattorney-in-fact, executor, administrator, trustee, guardian, agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 1 to this Letter of Transmittal.)
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Name(s) | | |
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Capacity (Full Title) | | |
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Address | | |
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City State Zip Code | | |
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Area Code and Telephone Number | | |
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Employer Identification or Social Security Number | | |
GUARANTEE OF SIGNATURE(S)
(See Instruction 1 to this Letter of Transmittal)
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Authorized Signature(s) | | |
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Name of Firm | | |
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Address | | |
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City State Zip Code | | |
Dated: ,
| ☐ | CHECK HERE IF TENDERED AUCTION PREFERRED STOCK IS BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT OR CONCURRENTLY BEING SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: |
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| Name(s) of Tendering Holder(s) of Auction Preferred Stock |
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| Date of Execution of Notice of Guaranteed Delivery |
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| Name of Institution which Guaranteed Delivery |
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), or any other “eligible guarantor institution” (as such term is defined inRule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed if such Auction Preferred Stock is tendered for the account of an Eligible Institution.
2. Delivery of Auction Preferred Stock. Delivery of Auction Preferred Stock is to be made by book-entry delivery pursuant to the procedures set forth in Section 3 of the Offer to Purchase. A confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) of all Auction Preferred Stock delivered electronically, as well as an Agent’s Message (as defined in the Offer to Purchase), and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth on the front page of this Letter of Transmittal by the Termination Date. Auction Preferred Stockholders who cannot deliver their Auction Preferred Stock and all other required documents to the Depositary by the Termination Date must tender their Auction Preferred Stock pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an eligible institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Fund must be received by the Depositary by the Termination Date and (iii) an Agent’s Message or a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal and, for Auction Preferred Stock held in street name, confirmation of a book-entry transfer of such Preferred Stock into the Depositary’s account at the Book-Entry Transfer Facility, must be received by the Depositary within three NYSE regular trading days after the date of execution of the Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
The method of delivery of any documents is at the option and risk of the tendering Auction Preferred Stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted, and no fractional shares of Auction Preferred Stock will be purchased. By executing this Letter of Transmittal, the tendering Auction Preferred Stockholder waives any right to receive any notice of the acceptance for payment of the Auction Preferred Stock.
3. Partial Tenders. If any tendered shares of Auction Preferred Stock are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if any shares of tendered Auction Preferred Stock are not accepted because of an invalid tender, or if any tendered shares of Auction Preferred Stock are properly withdrawn, the shares of Auction Preferred Stock will be returned to the appropriate account at the Book-Entry Transfer Facility without charge by the Fund to the tendering Auction Preferred Stockholder, as soon as practicable following termination of the Offer or the proper withdrawal of the Auction Preferred Stock.
4. Stock Transfer Taxes. The Fund will pay any stock transfer taxes with respect to the sale and transfer of any Auction Preferred Stock to it or its order pursuant to the Offer. If, however, a transfer tax is imposed for any
reason other than the sale or transfer of Auction Preferred Stock to the Fund pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.
5. IRS FormW-9. Under U.S. federal income tax law, a backup withholding tax of 24% may be imposed on the gross proceeds otherwise payable to certain Auction Preferred Stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering Auction Preferred Stockholder must provide the applicable withholding agent with such Auction Preferred Stockholder’s correct taxpayer identification number and certify that such Auction Preferred Stockholder or payee is not subject to such backup withholding by completing the attached IRS FormW-9 (or, in the case of a foreign Auction Preferred Stockholder, an appropriate IRS FormW-8 or substitute FormW-8). In general, if an Auction Preferred Stockholder is an individual who is not foreign, the taxpayer identification number is the Social Security number of such individual. If the applicable withholding agent is not provided with the correct taxpayer identification number, the Auction Preferred Stockholder or payee will be subject to a $50 penalty imposed by the Internal Revenue Service unless the failure to provide the correct number is due to reasonable cause and not willful neglect. A false statement made on the IRS FormW-9 without any reasonable basis that results in no backup withholding will be subject to a $500 penalty, and the willful falsification of certifications or affirmations may be subject to criminal penalties, including fines and/or imprisonment. Certain Auction Preferred Stockholders (including, among others, generally all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, such Auction Preferred Stockholders should complete the IRS FormW-9 (or, in the case of a foreign Auction Preferred Stockholder, an appropriate IRS FormW-8 or substitute FormW-8) to avoid erroneous backup withholding. For further information concerning backup withholding and instructions for completing the IRS FormW-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the IRS FormW-9 if Auction Preferred Stock is held in more than one name), consult the instructions included in the attached IRS FormW-9.
Foreign persons should not complete an IRS FormW-9. Instead, in order to establish that a foreign person qualifies as an exempt recipient for which backup withholding is not required, such person should submit an appropriate IRSForm W-8 or substituteForm W-8, attesting to its status. These forms can be obtained from the relevant broker, dealer, commercial bank, trust company or other nominee.
Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORMW-9 (OR AN APPROPRIATE IRS FORMW-8 OR SUBSTITUTE FORMW-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 FORMW-9 FOR ADDITIONAL DETAILS. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.
6. Waiver of Conditions. Subject to the Offer to Purchase, the conditions of the Offer may be waived, in whole or in part, by the Fund, at any time and from time to time, in the case of any Auction Preferred Stock tendered.
7. Irregularities. The Fund will determine, in its sole discretion, all questions as to the number of shares of Auction Preferred Stock to be accepted, and the validity, form, eligibility, including time of receipt, and acceptance for payment of any tender of Auction Preferred Stock. The Fund’s determination will be final and binding on all parties. The Fund reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which it determines may be unlawful. The Fund also reserves the absolute right to waive any defect or irregularity in the tender of any particular Auction Preferred Stock or any particular Auction Preferred Stockholder. No tender of Auction Preferred Stock will be deemed to be properly made until all defects or irregularities have been cured by the tendering Auction Preferred Stockholder or waived by the Fund. None of the Fund, the Depositary, the Information Agent, or any other person will be
under any duty to give notice of any defects or irregularities in any tender, or incur any liability for failure to give any such notice. The Fund’s interpretation of the terms of and conditions to the Offer, including this Letter of Transmittal and the instructions thereto, will be final and binding. By tendering Auction Preferred Stock to the Fund, you agree to accept all decisions the Fund makes concerning these matters and waive any right you might otherwise have to challenge those decisions.
8. Acceptance of Tendered Stock. If an Auction Preferred Stockholder tenders all of such Auction Preferred Stockholders’ Auction Preferred Stock, all such Auction Preferred Stock credited to such Auction Preferred Stockholder’s account(s) will be tendered unless the Auction Preferred Stockholder otherwise specifies.
9. Contact Information. In order to facilitate the Offer and any auctions for Auction Preferred Stock that may remain outstanding after the Offer is completed, each broker or other Nominee Holder (as defined in the Offer) must provide additional contact information for its “auction department” (or similar department), or whoever at the broker or other Nominee Holder submits auction instructions for the Auction Preferred Stock on its behalf, and/or the broker-dealer, if a different party, that submits those auction instructions to the auction agent. If you are unable to provide this contact information, the Fund, in its sole discretion, may waive this requirement.
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Additional copies of the Offer to Purchase, the Letter of Transmittal and Notice of Guaranteed Delivery may be obtained from the Information Agent at its address and telephone number set forth on the first page of this Letter of Transmittal. Auction Preferred Stockholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
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/Form W9 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, it 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 individual/sole propriator or single-member LLC C Corporation S Corporation Partnership Trust/estate single-member LLC 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 form the owner for U.S. federal tax purpose. 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) 4 Exemptions (codes apply only to certain entities, not individuals, see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the US) 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 l 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 allen, sole proprieter, or disregarded entity, see the instructions for part 1, 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 Employer Identifhication number 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. 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 divdends on your tax return. For real estate transaction, item 2 does not apply. For mortgage interest paid, acquistion or abandonment of secured property, cancelation of debt, contributions to an individual retirement arrangement (IRA), and generaly payments other than Interest and dividends you are not required to sign the certification but you must provide your TIN. See the instructions for Part II. later Sign Here Signature of U.S. person Date General Instructions Section reference are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its Instruction, such as legislation enacted after they were published go to www.irs.gov/Formw9. Purpose of Form An individuals or entity (Form W-9 requested) 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 (TIN), 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 transaction by brokers) Form 1099-S (proceeds from real estate transactions) Form 1099-K (merchant card and third party network transactions) Form 1099 (home mortgage interest), 1099-E (student loan interest), 1099-T (tution) 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 allen), 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 from, 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 allen; 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 From 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 Allens and Foreign Entities). Nonresident allen who becomes a resident allen. Generally, only a nonresident allen 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 know as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain type of income even after the payee has otherwise become a U.S. resident allen for tax purposes. If you are a U.S. resident allen 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 allen. 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 Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident allen 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 after the Chinese student becomes a resident allen 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 allen 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 withholdings." Payment s 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 dividends accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See exempt payee code, later, and the separate instruction 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 fall 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) Criminal penalty for falsifying information. Willfully falsifying certifications of 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, of "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 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 line1. Check only one box on line 3. Page 3 IF the entity/person on line 1 is a(n) Corporation Individual Sole proprietorship, or Single-member limited liability company (LLC) owned by an Individual and disregarded for U.S. federal tax purposes. 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. Partnership Trust/estate THEN check the box for Corporation Individual/sole proprietor or single-member LLC Limited liability company and enter the appropriate tax classification. (P = Partnership; C=C corporation; or S=S corporation) Partnership 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 attorney's fees or gross proceeds paid to attorney's and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identity 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, 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 time 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 684 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 $5,000 1 Generally, exempt payees 1 through 5 2 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 of Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorney's 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 identity 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 indications 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 681 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 a EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Business 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 and order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you 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 or 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 certifications. 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) b. So-called trust account that is not a legal or valid trust under state law The grantor-trustee1 The actual owner1 6. Sole Proprietorship or disregarded entity owned by an individual The owner3 7. Grantor trust filing under Optional Form 1000 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 1000 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 see 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 theft 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 6The 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 form 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.rtc.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 NoticeSection 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 HAS. 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: If you desire to tender your Auction Preferred Stock, an Agent’s Message or this Letter of Transmittal or a manually signed facsimile thereof (together with all other required documents) must be received by the Depositary prior to 5:00 p.m., New York City time, on the Termination Date, at the appropriate address set forth below:
The Depositary for the Offer is:
The Bank of New York Mellon
Facsimile Copy Number: (732)667-9408
Telephone: (315)414-3362
By Mail or Overnight Courier:
The Bank of New York Mellon
Corporate Trust Operations—Reorganization Unit
Attn: Eric Herr
111 Sanders Creek Parkway
East Syracuse, New York 13057
Questions about how to tender your Auction Preferred Stock and requests for additional copies of this Letter of Transmittal, the Offer to Purchase, the Notice of Guaranteed Delivery, the Notice of Withdrawal and other documents may be directed to the Information Agent at its telephone number and location listed below.
The Information Agent for the Offer is:
Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Toll Free: (800)932-9864
