Maiden (MHLD) SC TO-I Issuer tender offer statement

 Exhibit a(1)(B)​

MAIDEN REINSURANCE LTD.

LETTER OF TRANSMITTAL
WITH RESPECT TO
THE OFFER TO PURCHASE USING UP TO $100,000,000 OF CASH

MAIDEN HOLDINGS, LTD.’S
8.250%
NON-CUMULATIVE PREFERENCE SHARES, SERIES A OF MAIDEN HOLDINGS, LTD.
(CUSIP NO. G5753U120 / ISIN BMG5753U1201),

7.125%
NON-CUMULATIVE PREFERENCE SHARES, SERIES C OF MAIDEN HOLDINGS, LTD.
(CUSIP NO. G5753U138/ ISIN BMG5753U1383)

AND

6.700%
NON-CUMULATIVE PREFERENCE SHARES, SERIES D OF MAIDEN HOLDINGS, LTD. (CUSIP NO. G5753U146 / ISIN BMG5753U1466)
by

Maiden Reinsurance Ltd.

PURSUANT TO THE OFFER TO PURCHASE, DATED NOVEMBER 13, 2020

THE OFFER (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT
11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 15, 2020, UNLESS MAIDEN
REINSURANCE LTD. EXTENDS OR EARLIER TERMINATES THE OFFER (SUCH TIME
AND DATE, AS IT MAY BE EXTENDED WITH RESPECT TO THE OFFER, THE
“EXPIRATION TIME”).

The Tender Agent for the Offer is:

Global Bondholder Services Corporation
By facsimile:
(For Eligible Institutions only):
(212) 430-3775/3779

Confirmation:
(212) 430-3774

By Email
contact@gbsc-usa.com

DESCRIPTION OF SECURITIES TENDERED
Name(s) and Address(es) of Holder(s) or Name(s) of DTC Participants and Each Participant’s DTC Account Number in which Securities are Held (Please fill in, if blank)	Security Description	Number of Securities Represented*	Number of Securities Tendered
​	8.250% Non-Cumulative Preference Shares, Series A	​	​
​	7.125% Non-Cumulative Preference Shares, Series C	​	​
​	6.700% Non-Cumulative Preference Shares, Series D	​	​
*       Unless otherwise indicated in the column labeled “Number of Securities Tendered” and subject to the terms and conditions of the Offer to Purchase, a holder will be deemed to have tendered the entire number of shares represented by the Securities indicated in the column labeled “Number of Securities Represented.” See Instruction 4.

Delivery of this Letter of Transmittal to an address other than one of those set forth above will not constitute a proper delivery. You must deliver this Letter of Transmittal to the tender agent as set forth above (the “Tender Agent”). Deliveries to Maiden Reinsurance Ltd., Maiden Holdings, Ltd. or BofA Securities, Inc. (the dealer manager for the Offer (the “Dealer Manager”) will not be forwarded to the Tender Agent and, therefore, will not constitute proper delivery to the Tender Agent. Delivery of this Letter of Transmittal and any other required documents to the book-entry transfer facility at The Depository Trust Company (“DTC”) will not constitute delivery to the Tender Agent.

You should use this Letter of Transmittal if you are causing the Securities to be delivered by book-entry transfer to the Tender Agent’s account at DTC pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Only financial institutions that are participants in DTC’s book-entry system may make book-entry delivery of the Securities.

BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

All of the Securities are held in book-entry form through the facilities of DTC. You should use this Letter of Transmittal only if you are delivering Securities through a book-entry trader into the Tender Agent’s account at DTC in accordance with Section 3 of the Offer to Purchase.

Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Tender Agent.

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Check here if you are a financial institution that is a participating institution in the book-entry transfer facility’s system and you are delivering the tendered Securities by book-entry transfer to an account maintained by the Tender Agent at the book-entry transfer facility, and complete the following:

Name of Tendering Institution: 

Account Number:  Transaction Code Number: 

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Maiden Reinsurance Ltd. the above described shares of Maiden Holdings, Ltd.’s issued and outstanding (i) 8.250% Non-Cumulative Preference Shares, Series A, with a liquidation preference of $25.00 per share (the “Series A Preference Shares”), (ii) 7.125% Non-Cumulative Preference Shares, Series C of Maiden Holdings, Ltd., with a liquidation preference of $25.00 per share (the “Series C Preference Shares”) and (c) 6.700% Non-Cumulative Preference Shares, Series D, with a liquidation preference of $25.00 per share (the “Series D Preference Shares”, and together with the Series A Preference Shares and the Series C Preference Shares, the “Securities”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 13, 2020 and in the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”), receipt of which is hereby acknowledged. Maiden Reinsurance Ltd. is inviting the holders of Series A Preference Shares, Series C Preference Shares and/or Series D Preference Shares to tender their Securities at a purchase price of $10.50 per Security, (the “Total Consideration Amount”).

Subject to and effective upon acceptance for payment of, and payment for, Securities 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 Maiden Reinsurance Ltd. all right, title and interest in and to all of the Securities tendered hereby which are so accepted and paid for; (2) orders the registration of Securities tendered by book-entry transfer that are purchased under the Offer to or upon the order of Maiden Reinsurance Ltd.; and (3) appoints the Tender Agent as attorney-in-fact of the undersigned with respect to such Securities, with the full knowledge that the Tender Agent also acts as the agent of Maiden Reinsurance Ltd., 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 Securities on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity, to or upon the order of Maiden Reinsurance Ltd.; and

(b)

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

The undersigned understands that Maiden Reinsurance Ltd., upon the terms and subject to the conditions of the Offer, will pay the applicable Total Consideration Amount for Securities properly tendered into, and not properly withdrawn from, the Offer subject to the conditions of the Offer in the Offer to Purchase.

The undersigned hereby covenants, represents and warrants to Maiden Reinsurance Ltd. that:

(a)

the undersigned has full power and authority to tender, sell, assign and transfer the Securities tendered hereby;

(b)

when and to the extent Maiden Reinsurance Ltd. accepts the Securities for purchase, Maiden Reinsurance Ltd. will acquire good and unencumbered title to them, free and clear of all liens, restrictions, claims, charges and encumbrances, and the Securities will not be subject to any adverse claims or rights;

(c)

the undersigned will, upon request, execute and deliver any additional documents deemed by the Tender Agent or Maiden Reinsurance Ltd. to be necessary or desirable to complete the sale, assignment and transfer of the Securities tendered hereby and accepted for purchase; and

(d)

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

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The undersigned understands that tendering of Securities under either 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 Maiden Reinsurance Ltd. upon the terms and subject to the conditions of the Offer.

The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Maiden Reinsurance Ltd. may terminate or amend the Offer; or may postpone the acceptance for payment of, or the payment for, Securities tendered.

The names and address of the registered holders of Securities or DTC participants should be printed above, exactly as they appear on a security position listing as the owner of the Securities. The DTC participant’s account number, the number of Securities held in such account and the number of Securities to be tendered shall be set forth in the appropriate boxes above.

Unless otherwise indicated under “Special Payment and Delivery Instructions,” please transfer by credit to the account at the DTC designated above an amount equal to the aggregate Total Consideration Amount of any Securities purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or return any Securities not tendered or not purchased.

The undersigned recognizes that Maiden Reinsurance Ltd. has no obligation, under the Special Payment and Delivery Instructions, to order the registration or transfer of Securities tendered by book-entry transfer.

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 tender is irrevocable.

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SHAREHOLDER(S) — SIGN HERE
(See Instructions 1 and 5)
(See IRS Form W-9 or IRS Form W-8BEN, IRS Form W-8BEN-E or other
IRS Form W-8, as applicable)

If this Letter of Transmittal is signed by a DTC participant whose name is shown as the owner of the Securities tendered hereby, the signature must correspond with the name shown on the Security position listing as the owner of such Securities. If the Securities we registered in the names of two or more joint holders, each holder 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, that person should so indicate when signing and must submit proper evidence satisfactory to Maiden Reinsurance Ltd. of his or her authority to so act. See Instruction 5.

Signature(s) of Shareholder(s)

Dated:           , 2020

Name(s): 

Please Print

Capacity (full title): 

Address: 

Address Line 2: 

Address Line 3: 

Please Include Zip/Postal Code

(Country Code/Area Code) Telephone Number: 

Taxpayer Identification or Social Security No. (if applicable): 

GUARANTEE OF SIGNATURE(S)
(If Required, See Instructions 1 and 5)

Authorized Signature: 

Name(s): 

Please Print

Name of Firm: 

Address: 

Address Line 2: 

Address Line 3: 

Please Include Zip/Postal Code 

(Country Code/Area Code) Telephone Number: 

Dated:           , 2020

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SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS
(See Instructions 2, 5, 7 and 8)

To be completed ONLY if a check for the applicable Total Consideration Amount for any Securities is to be issued to the order of someone other than the person or persons whose signature(s) appears within this Letter of Transmittal, or issued to an address different from that shown in the box titled “Description of Securities Tendered” within this Letter of Transmittal, or if Securities tendered by book-entry transfer that are not accepted for purchase ae to be credited to an account maintained at the book-entry transfer facility other than the one designated above.

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Payment Check(s)

Name(s): 

(Please Print:

Address: 

(Include Zip Code)

Taxpayer Identification Number, Social Security Number
or Employer Identification Number
(See IRS Form W-9, or other applicable IRS Form)

☐

Credit unpurchased Securities by book-entry to the book-entry transfer facility account set forth below:

DTC Account Number: 

Number of Account Party: 

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INSTRUCTIONS TO LETTER OF TRANSMITTAL
Forming Part of the Terms of the Offer

1.

Guarantee of Signatures.

Except as otherwise provided in this Instruction 1, 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 which is an “eligible guarantor institution” (an “Eligible Institution”) as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Signatures on this Letter of Transmittal need not be guaranteed if either (a) this Letter of Transmittal is signed by any DTC participant whose name appears on a security position listing as the owner of Securities tendered herewith and such participant(s) have not completed either of the boxes within “Special Payment and Delivery Instructions” in this Letter of Transmittal; or (b) such Securities are tendered for the account of an Eligible Institution.

2.

Delivery of Letter of Transmittal; No Guaranteed Delivery Procedures.

To tender the Securities, a properly completed and duly executed copy or facsimile of this Letter of Transmittal or an agent’s message and a confirmation of a book-entry transfer into the Tender Agent’s account with the DTC tendered electronically and any other documents required by this Letter of Transmittal, must be received by the Tender Agent on or prior to the Expiration Date. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE TENDER AGENT, INCLUDING DELIVERY THROUGH DTC, AND ANY ACCEPTANCE OF AN AGENT’S MESSAGE TRANSMITTED THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING SECURITIES. IF SUCH DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT SUFFICIENT TIME BE ALLOWED TO ASSURE TIMELY DELIVERY. Except as otherwise provided below, the delivery will be made when actually received by the Tender Agent. This Letter of Transmittal and any other required documents should be sent only to the Tender Agent, not to Maiden Reinsurance Ltd., the Dealer Manager or DTC.

Pursuant to authority granted by DTC, any DTC participant that has Securities credited to its DTC account at any time (and thereby held of record by DTC’s nominee) may directly tender such Securities as though it were the registered holder by so completing, executing and delivering this Letter of Transmittal or delivering an agent’s message. Tenders of Securities will be accepted in accordance with the procedures described in the preceding sentence and otherwise in compliance with this Letter of Transmittal.

The method of delivery of this Letter of Transmittal, Securities and all other required documents to the Tender Agent is at the election and risk of the holders.

No alternative, conditional or contingent tenders of Securities will be accepted. Except as otherwise provided below, the delivery will be deemed made when the delivery is actually received or confirmed by the Tender Agent. This Letter of Transmittal should be sent only to the Tender Agent. The Tender Agent will not accept any tender materials other than Letters of Transmittal and the DTC participants’ agent’s messages.

Maiden Reinsurance Ltd. does not intend to permit tenders of Securities by guaranteed delivery procedures.

All tendering holders of Securities, by execution of this Letter of Transmittal or a manually signed facsimile of this Letter of Transmittal, or delivery of an agent’s message, waive any right to receive any notice of the acceptance of their tender.

The method of delivery of all documents is at the option and risk of the tendering holders of Securities. 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 timely delivery.

Maiden Reinsurance Ltd. will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Securities. By executing this Letter of Transmittal, you wave any right to receive any notice of the acceptance for payment of your tendered Securities.

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3.

Inadequate Space.

If the space provided in the box captioned “Description of Securities Tendered” is inadequate, then you should list relevant information on a separate signed schedule attached to this Letter of Transmittal.

4.

Partial Tenders and Unpurchased Securities.

The Securities may be tendered and accepted only in whole shares. If fewer than all of the Securities owned by a holder are tendered, the holder must fill in the number of Securities tendered in the third column of the box titled “Description of Securities Tendered” herein. The entire number of Securities delivered to the Tender Agent will be deemed to have been tendered, unless otherwise indicated.

5.

Signatures on Letter of Transmittal; Stock Powers and Endorsements.

a.

Exact Signatures.

If this Letter of Transmittal is signed by a DTC participant whose name is shown as the owner of the Securities tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of such Securities.

b.

Joint Holders.

If the Securities are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal.

c.

Signatures of Fiduciaries.

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, that person should so indicate when signing and must submit proper evidence satisfactory to Maiden Reinsurance Ltd. of his or her authority to so act.

6.

Stock Transfer Taxes.

Except as provided in this Instruction 6, no stock transfer tax stamps or funds to cover such stamps need to accompany this Letter of Transmittal. Maiden Reinsurance Ltd. will pay or cause to be paid any stock transfer taxes payable on the transfer to it of Securities purchased in the Offer. If, however, payment of the Total Consideration Amount is to be made to any person other than the registered holder(s), then the Tender Agent will deduct from the Total Consideration Amount the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person(s) or otherwise) payable on account of the transfer of cash or stock thereby made to such person, unless satisfactory evidence of the payment of such taxes or an exemption from them is submitted with this Letter of Transmittal.

7.

Special Payment and Delivery Instructions.

If any of the following conditions holds:

a.   check(s) for the Total Consideration Amount of any Securities purchased pursuant to the Offer are to be issued to a person other than the person(s) signing this Letter of Transmittal;

b.   check(s) for the Total Consideration Amount are to be sent to any person other than the person signing this Letter of Transmittal, or to the person signing this Letter of Transmittal, but at a different address; or

c.   Securities tendered by book-entry transfer that are not accepted for purchase are to be credited to an account maintained at the book-entry transfer facility other than the one designated above,

then, in any such case, you must complete the appropriate box within “Special Payment and Delivery Instructions” as applicable in this Letter of Transmittal and make sure that the signatures herein are guaranteed as described in Instructions 1 and 5.

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8.

Tax Identification Number and Backup Withholding.

U.S. federal income tax laws generally require a tendering U.S. Holder (as defined in Section 13 of the Offer to Purchase) to provide the Tender Agent with such holder’s correct taxpayer identification number (“TIN”) and a certification that such shareholder is not subject to backup withholding on IRS Form W-9, which is provided below, or, alternatively, to establish another basis for exemption from backup withholding. In addition to penalties, failure to provide the Tender Agent with the correct information and certification or an adequate basis for an exemption from backup withholding may result in backup withholding at a current rate of 24% on all payments made to noncompliant shareholders or other payees pursuant to the Offer. Any amounts withheld under the backup withholding rules will be allowed as a credit against the shareholder’s or other payee’s U.S. federal income tax liability. If withholding results in an overpayment of taxes, the shareholder or other payee may obtain a refund if the required information is timely provided to the IRS. In order to avoid backup withholding, each tendering shareholder that is a U.S. Holder must provide (i) its correct TIN by completing IRS Form W-9, certifying, under penalties of perjury, (1) that the TIN provided is correct (or that such shareholder is awaiting a TIN), (2) that (A) the shareholder is exempt from backup withholding, or (B) the IRS has not notified the shareholder that such shareholder is subject to backup withholding as a result of a failure to report all interest or dividends or (C) the IRS has notified the shareholder that such shareholder is no longer subject to backup withholding, and (3) that the shareholder is a U.S. person (including a U.S. resident alien), or (ii), if applicable, an adequate basis for exemption. If the tendering U.S. Holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such U.S. Holder should write “Applied For” in the space provided for the TIN in Part I of IRS Form W-9, and sign and date IRS Form W-9. If “Applied For” is written in Part I and the Tender Agent is not provided with a TIN by the time of payment, the Tender Agent will withhold 24% from any payments made to such U.S. Holder pursuant to the Offer. Certain shareholders (including, among others, corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt U.S. Holders should indicate their exempt status on IRS Form W-9. For further information concerning backup withholding and instructions for completing 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 Securities are held in more than one name), consult the enclosed IRS Form W-9 and related instructions.

In order for a tendering Non-U.S. Holder (as defined in Section 13 of the Offer to Purchase) to qualify as an exempt recipient with respect to backup withholding such holder generally must submit to the Tender Agent a properly completed IRS Form W-8BEN, IRS Form W8-BEN-E, IRS Form W-8ECI or IRS Form W-8IMY, as applicable (instead of IRS Form W-9), signed under penalties of perjury, attesting to such shareholder’s foreign status. IRS Forms W-8BEN and W-8BEN-E are included in this Letter of Transmittal and other applicable forms can be obtained from the Tender Agent or from www.irs.gov.

Where Securities are tendered on behalf of the holder of Securities by a broker or other DTC participant, the foregoing IRS Forms and certifications generally must be provided by the holder of Securities to the DTC participant, instead of the Tender Agent, in accordance with the DTC participant’s applicable procedures.

FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 OR AN APPROPRIATE IRS FORM W-8 MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.

9.

Irregularities.

Maiden Reinsurance Ltd. will determine in its sole discretion all questions as to the number of Securities to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of Securities. Any such determinations will be final and binding on all parties. Maiden Reinsurance Ltd. reserves the absolute right to reject any or all tenders of Securities it determines are not in proper form or the acceptance of which or payment for which may, in the opinion of Maiden Reinsurance Ltd., be unlawful. Maiden Reinsurance Ltd. 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 Securities, and Banc of California. Inc.’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties. No tender of Securities 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

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within such time as Maiden Reinsurance Ltd. shall determine. None of Maiden Reinsurance Ltd., the Tender Agent, 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 my questions or requests for assistance or for additional copies of the Offer to Purchase or this Letter of Transmittal to the Information Agent at the telephone number and address set forth below. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Offer.

Important: The Tender Agent must receive this Letter of Transmittal or verification of acceptance of the Offer from DTC through an agent’s message (together with book-entry transfer and all other required documents) before the Expiration Date.

YOU MUST COMPLETE AND SIGN EITHER THE IRS FORM W-9 BELOW OR THE APPLICABLE IRS FORM W-8. IRS FORM SW-9, W-8BEN AND W-8BEN-E ARE ATTACHED BELOW — OTHER IRS FORMS W-8 CAN BE OBTAINED FROM THE TENDER AGENT OR FROM WWW.IRS.GOV.

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This Letter of Transmittal and any other required documents should be sent or delivered by each tendering holder of Securities or its broker, dealer, commercial bank, trust company or other nominee to the Tender Agent at one of its addresses set forth on the form cover of this Letter of Transmittal.

Please contact the Dealer Manager with questions regarding the terms of the Offer or the Information Agent with questions regarding how to tender and/or request additional copies of the Offer to Purchase, this Letter of Transmittal or other documents related to the Offer at the contact information set forth below. Holders of Securities also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. Please contact the Tender Agent to request documentation relating to the Offer.

The Dealer Manager for the Offer is:

BofA Securities, Inc.
Attn: Liability Management
620 South Tryon Street, 20th Floor
Charlotte, North Carolina 28255
Collect: (980) 387-3907
Email: debt_advisory@bofa.com

The Information Agent for the Offer is

Global Bondholder Services Corporation
65 Broadway — Suite 404
New York, New York 10006
Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774
Toll free (866)-794-2200
Email: contact@gbsc-usa.com