Exhibit (a)(1)(ii)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
PURSUANT TO THE OFFER TO PURCHASE FOR CASH
DATED MARCH 22, 2016
BY
MPF INVESTCO 4, LLC
A DIRECT, WHOLLY-OWNED SUBSIDIARY OF
THE MANGROVE PARTNERS MASTER FUND, LTD.
OF
UP TO 3,00,000 SHARES OF COMMON STOCK
OF
ASTA FUNDING, INC.
AT A PURCHASE PRICE OF $9.00 PER SHARE
THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT (ONE MINUTE AFTER 11:59 P.M.), NEW YORK CITY TIME, APRIL 18, 2016, UNLESS THE TENDER OFFER IS EXTENDED.
The Depositary for the Tender Offer is:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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By Mail or Hand Delivery: | | By Facsimile Transmission: |
Continental Stock Transfer & Trust Company Attn: Reorganization Dept. 17 Battery Place, 8th Floor New York, NY 10004 | | For Eligible Institutions Only: (212) 616-7610 For Telephonic Confirmation of Facsimile Receipt: (917) 262-2378 |
DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
YOU SHOULD READ CAREFULLY THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, BEFORE YOU COMPLETE IT. FOR THIS LETTER OF TRANSMITTAL TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY AT THE ABOVE ADDRESS BEFORE THE TENDER OFFER EXPIRES (IN ADDITION TO THE OTHER REQUIREMENTS DETAILED IN THIS LETTER OF TRANSMITTAL AND ITS INSTRUCTIONS). DELIVERY OF THIS LETTER OF TRANSMITTAL TO ANOTHER ADDRESS WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY, THE INFORMATION AGENT OR THE BOOK-ENTRY TRANSFER FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID DELIVERY.
DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) |
Name(s) and Address(es) of Registered Holder(s) (Please Fill in, if Blank, Exactly as Name(s) Appear(s) on Certificate(s)) | Shares of Common Stock Tendered (Attach Additional Signed List if Necessary) |
| Certificate Number(s) | Total Number of Shares Represented by Certificate(s) | Number of Shares Tendered* |
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| Total Shares Tendered: | | |
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| * | Unless otherwise indicated, it will be assumed that all shares described above are being tendered (See Instruction 4). |
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Indicate below the order (by certificate number) in which shares are to be purchased in the event of proration (attach additional signed list if necessary). If you do not designate an order, if less than all shares tendered are purchased due to proration, shares will be selected for purchase by the Depositary (See Instruction 14).
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1st: _____________________ | | 2nd: _____________________ | | 3rd: _____________________ |
4th: _____________________ | | 5th: _____________________ | | 6th: _____________________ |
o Lost Certificates. My certificate(s) for ____________ shares have been lost, stolen, destroyed
or mutilated, and I require assistance in replacing the shares (See Instruction 11).
This Letter of Transmittal is to be completed by stockholders either if certificates for shares are to be forwarded herewith or, unless an “agent’s message” (as defined in Instruction 2) is utilized, if delivery of shares is to be made pursuant to the procedure for book-entry transfer set forth in Section 3 of the Offer to Purchase.
Stockholders who desire to tender shares pursuant to the tender offer and whose certificates for shares are not immediately available or who cannot deliver certificates for their shares and all other required documents to the Depositary before the Expiration Date (as defined in the Offer to Purchase), or whose shares cannot be delivered before the Expiration Date under the procedure for book-entry transfer, may tender their shares by properly completing and duly executing and delivering a Notice of Guaranteed Delivery, or facsimile of it, and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND 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 ADDRESS OR TOLL-FREE NUMBER INDICATED ON THE BACK COVER OF THIS LETTER OF TRANSMITTAL.
o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH
THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING
(ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY
DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: _________________________________________________________
Account Number: ___________________________________________________________________
Transaction Code Number: ____________________________________________________________
o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY.
ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): _______________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ______________________________________
Name of Institution that Guaranteed Delivery: ____________________________________________
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Ladies and Gentlemen:
The undersigned hereby tenders to MPF InvestCo 4, LLC, a Delaware limited liability company (“MPF InvestCo 4” or the “Purchaser”), who is a direct, wholly-owned subsidiary of The Mangrove Partners Master Fund, Ltd., a Cayman Islands exempted company (the “Parent”), the above-described shares of Asta Funding, Inc., a Delaware corporation (the “Company”) common stock, par value $0.01 per share, at a price of $9.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in MPF InvestCo 4’s Offer to Purchase, dated March 22, 2016, receipt of which is hereby acknowledged, and in this Letter of Transmittal which, as amended and supplemented from time to time, together constitute the tender offer.
Subject to and effective on acceptance for payment of the shares tendered hereby in accordance with the terms of and subject to the conditions of the tender offer (including, if the tender offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, MPF InvestCo 4 all right, title and interest in and to all shares tendered hereby and orders the registration of all such shares if tendered by book-entry transfer that are purchased pursuant to the tender offer to or upon the order of MPF InvestCo 4 and hereby irrevocably constitutes and appoints the Depositary (as defined in the Offer to Purchase) as the true and lawful agent and attorney-in-fact of the undersigned with respect to such shares (with the full knowledge that the Depositary also acts as the agent of MPF InvestCo 4), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:
| (a) | deliver certificates representing such shares, or transfer ownership of such shares on the account books maintained by the Book-Entry Transfer Facility (as defined in the Offer to Purchase), together, in either such case, with all accompanying evidences of transfer and authenticity, to or upon the order of MPF InvestCo 4, upon receipt by the Depositary, as the undersigned’s agent, of the purchase price with respect to such shares; |
| (b) | present certificates for such shares for cancellation and transfer on the Company’s books; and |
| (c) | 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 and subject to the conditions of the tender offer. |
The undersigned hereby covenants, represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered and that, when and to the extent the same are accepted for purchase by MPF InvestCo 4, MPF InvestCo 4 will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances and other obligations relating to the sale or transfer of the shares, and the same will not be subject to any adverse claim or right; (b) the undersigned will, on request by the Depositary or MPF InvestCo 4, execute and deliver any additional documents deemed by the Depositary or MPF InvestCo 4 to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered, all in accordance with the terms of the tender offer; and (c) the undersigned understands that tendering shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the tender offer, including the undersigned’s representation and warranty that:
(i) the undersigned has a net long position in shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 under the Exchange Act (as defined in the Offer to Purchase) and (ii) such tender of shares complies with Rule 14e-4 promulgated under the Exchange Act.
All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase and this Letter of Transmittal, this tender is irrevocable.
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The valid tender of shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and MPF InvestCo 4 upon the terms and subject to the conditions of the tender offer.
The undersigned understands that only shares properly tendered and not properly withdrawn will be purchased upon the terms and subject to the conditions of the tender offer, including its proration provisions, and that MPF InvestCo 4 will return all other shares, including shares not purchased because of proration, promptly following the Expiration Date.
Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility. The undersigned recognizes that MPF InvestCo 4 has no obligation pursuant to the “Special Payment Instructions” to transfer any shares from the name of the registered holder(s) thereof if MPF InvestCo 4 does not accept for payment any of the shares so tendered.
Note: In lieu of issuing a certificate for any shares not tendered or accepted for payment (either to the undersigned or, as otherwise specified in “Special Delivery Instructions” or “Special Payment Instructions” in accordance with this Letter of Transmittal), MPF InvestCo 4 may, at its option, cause such shares to be issued under the direct registration system of the Company’s transfer agent. In such an event, a statement of holdings or other appropriate statement will be issued with respect to such shares by the Company’s transfer agent.
SIGNATURE MUST BE PROVIDED ON PAGE 6 BELOW.
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SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7) |
To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be issued in the name of someone other than the undersigned. |
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Issue:o Checko Certificate(s) to: |
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Name: ___________________________________ (Please Print)
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Address: __________________________________ |
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___________________________________________ |
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___________________________________________ (Include Zip Code)
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___________________________________________ (Taxpayer Identification or Social Security Number) (See IRS Form W-9 Included Herewith)
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SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7) |
To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above. |
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Mail:o Checko Certificate(s) to: |
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Name: ___________________________________ (Please Print)
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Address: __________________________________ |
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___________________________________________ |
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___________________________________________ (Include Zip Code)
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SIGN HERE (U.S. Stockholders Please Complete the Attached IRS Form W-9) (Non-U.S. Stockholders Please Complete IRS Form W-8BEN or Other Applicable IRS Form W-8) |
_________________________________________________________________________________________ |
_________________________________________________________________________________________
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(Signature(s) of Stockholder(s)) |
Dated: ______________________________, 2016 |
(Must be signed by the registered holder(s) exactly as the name(s) of such holder(s) appear(s) on stock certificate(s) for the shares or on a security position listing or by person(s) authorized to become registered holder(s) thereof by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and See Instruction 5).
Name(s): __________________________________________________________________________________
(Please Print)
Capacity (full title): __________________________________________________________________________
Address: ___________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone Number: ______________________________________________________
Taxpayer Identification or
Social Security Number: ______________________________________________________________________
(Complete Accompanying IRS Form W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED — SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: ________________________________________________________________________
Name(s): __________________________________________________________________________________
(Please Print)
Name of Firm: _____________________________________________________________________________
Title: ______________________________________________________________________________________
Address: __________________________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone Number: ______________________________________________________
Dated: ______________________________, 2016
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Tender Offer
1.Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal: (1) if this Letter of Transmittal is signed by the registered holder(s) of the shares (which term, for purposes of this document, 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 and such registered holder(s) have not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” in this Letter of Transmittal, or (2) if the shares tendered herewith are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing is referred to as an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. Stockholders may also need to have any certificates they deliver endorsed or accompanied by a stock power, and the signatures on these documents also may need to be guaranteed. See Instruction 5.
2.Requirements of Tender. This Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an agent’s message (as defined below) is utilized, if delivery of shares is to be made pursuant to the procedure for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a stockholder to properly tender shares pursuant to the tender offer, (1) the share certificates (or confirmation of receipt of such shares under the procedure for book-entry transfer set forth in Section 3 of the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile thereof, including any required signature guarantees, or an agent’s message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received prior to the Expiration Date by the Depositary at its address set forth on the back cover of this Letter of Transmittal, or (2) the tendering stockholder must comply with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Stockholders whose certificates for shares are not immediately available or who cannot deliver certificates for their shares and all other required documents to the Depositary before the Expiration Date, or whose shares cannot be delivered before the Expiration Date under the procedure for book-entry transfer, may tender their shares by properly completing and duly executing and delivering a Notice of Guaranteed Delivery, or facsimile of it, and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Under such procedure, (a) the tender must be made by or through an Eligible Institution, (b) the Depositary must receive, before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form MPF InvestCo 4 has provided, including (where required) a signature guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery and (c) the share certificates, in proper form for transfer, or confirmation of book-entry transfer of the shares into the Depositary’s account at the Book-Entry Transfer Facility, together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile thereof, and including any required signature guarantees, or an agent’s message, in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary within three business days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery.
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 this Letter of Transmittal and that MPF InvestCo 4 may enforce such agreement against such participant.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING 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.
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Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal, or a facsimile hereof, waive any right to receive any notice of the acceptance for payment of their shares.
3.Inadequate Space. If the space provided in the box entitled “Description of Shares Tendered” in this Letter of Transmittal is inadequate, the certificate numbers and/or the number of shares should be listed on a separate signed schedule attached hereto.
4.Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer). If fewer than all of the shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of shares that are to be tendered in the box entitled “Number of Shares Tendered.” In such case, if any tendered shares are purchased, new certificate(s) for the remainder of the shares that were evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. All shares represented by certificate(s) delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
5.Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.
If the shares tendered hereby are registered in the names of two or more joint holders, each such holder must sign this Letter of Transmittal.
If any shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, no endorsements of certificate(s) representing such shares or separate stock powers are required unless payment is to be made to, or the certificates for shares not tendered or not accepted for payment are to be registered in the name of, a person other than the registered holder(s). If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) tendered hereby, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s). Signature(s) on such certificate(s) or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate(s) or stock power(s) are 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 proper evidence to the Depositary that is satisfactory to MPF InvestCo 4 of their authority so to act.
6.Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, MPF InvestCo 4 will pay any stock transfer taxes with respect to the transfer and sale of shares to it pursuant to the tender offer. If, however, payment of the purchase price is to be made to, or if shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s), such person(s)) or otherwise payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal.
Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.
7.Special Payment and Delivery Instructions. If a check for the purchase price of any shares accepted for payment is to be issued in the name of, and/or certificates for any shares not accepted for payment or not tendered are to be registered in the name of, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter
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of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed and signatures must be guaranteed as described in Instructions 1 and 5.
8.Irregularities. All questions as to the number of shares to be accepted, the price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by MPF InvestCo 4, in its sole discretion, and MPF InvestCo 4’s determination will be final and binding on all parties, subject to a court of law having jurisdiction regarding such matters. MPF InvestCo 4 reserves the absolute right to reject any or all tenders of any shares that it determines are not in proper form or the acceptance for payment of or payment for which MPF InvestCo 4 determines may be unlawful. MPF InvestCo 4 also reserves the absolute right to waive any of the conditions of the tender offer or any defect or irregularity in any tender with respect to any particular shares or any particular stockholder, whether or not MPF InvestCo 4 waives similar defects or irregularities in the case of any other stockholder, and MPF InvestCo 4’s interpretation of the terms of the tender offer will be final and binding on all parties, subject to a court of law having jurisdiction regarding such matters. In the event a condition to the tender offer is waived with respect to any particular stockholder, the same condition will be waived with respect to all stockholders. No tender of shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering stockholder or waived by MPF InvestCo 4. None of MPF InvestCo 4, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any tender, nor will any of them incur any liability for failure to give this notice.
9.Tax Identification Number and Backup Withholding. Under the United States federal income tax backup withholding rules, unless an exemption applies under the applicable law and regulations, 28% of the gross proceeds payable to a stockholder or other payee pursuant to the tender offer must be withheld and remitted to the United States Internal Revenue Service (“IRS”) unless the stockholder or other payee provides its taxpayer identification number (“TIN”) (employer identification number or social security number) to the Depositary (as payer) and certifies under penalty of perjury that such number is correct. Therefore, each tendering stockholder should complete and sign the IRS Form W-9 included as part of this Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding, unless such stockholder otherwise establishes to the satisfaction of the Depositary that it is not subject to backup withholding. If the Depositary is not provided with the correct TIN, the tendering stockholder also may be subject to penalties imposed by the IRS. Certain “exempt recipients” (including, among others, corporations and certain Non-U.S. Stockholders (as defined in the Offer to Purchase)) are not subject to these backup withholding requirements. In order for a Non-U.S. Stockholder to qualify as an exempt recipient, such Non-U.S. Stockholder must submit an IRS Form W-8BEN (or other applicable IRS Form W-8), signed under penalties of perjury, attesting to such Non-U.S. Stockholder’s exempt status. IRS Form W-8BEN (or other applicable IRS Form W-8) can be obtained from the Depositary or on the IRS website atwww.irs.gov.
Failure to complete the enclosed IRS Form W-9 or any other applicable IRS form will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion (currently 28%) of the amount of any payments made pursuant to the Offer to Purchase. The amounts withheld under the backup withholding rules are not an additional tax and may be refunded or credited against a stockholder’s United States federal income tax liability, provided that the required information is timely furnished to the IRS.We recommend that you consult your own tax advisor for further guidance regarding the completion of the enclosed IRS Form W-9 or Form W-8BEN (or other applicable IRS Form W-8) to claim exemption from backup withholding.
10.Requests for Assistance or Additional Copies. Any questions or requests for assistance or for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be directed to the Information Agent at the telephone number and address set forth on the back cover of this Letter of Transmittal. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offer.
11.Lost, Destroyed or Stolen Certificates. If any certificate(s) for part or all of your shares has been lost, stolen, destroyed or mutilated, you should contact the Depositary at (917) 262-2378 for instructions as to obtaining the necessary documents. This should occur promptly so that you can timely deliver your Letter of
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Transmittal and the required documents to the Depositary. This Letter of Transmittal and related documents cannot be processed until the procedure for replacing lost, stolen, destroyed or mutilated certificates have been followed.
12.Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the United States federal income tax classification of any gain or loss on the shares purchased. See Section 1 of the Offer to Purchase.
IMPORTANT. This Letter of Transmittal (or a manually signed facsimile hereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary prior to the Expiration Date and either certificates for tendered shares must be received by the Depositary or shares must be delivered pursuant to the procedure for book-entry transfer, in each case prior to the Expiration Date, or the tendering stockholder must comply with the procedure for guaranteed delivery.
This Letter of Transmittal, certificates for shares and any other required documents should be sent or delivered by each stockholder of the Company or such stockholder’s bank, broker, dealer, trust company or other nominee to the Depositary at its address set forth below.
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IMPORTANT TAX INFORMATION
If payments are to be made to anyone other than the registered holder, or if the payments are to be paid to anyone other than the person signing this letter or if shares not tendered or not accepted for payment are to be registered in the name of any person other than the registered holder, all transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. Payments may not be paid to such a holder unless the holder has provided satisfactory evidence of the payment of any such transfer taxes or an exemption from such transfer taxes.
To prevent backup withholding, each U.S. Stockholder (as defined in the Offer to Purchase) should either (x) provide his, her or its correct taxpayer identification number (“TIN”) by completing the IRS Form W-9 included as part of this Letter of Transmittal, certifying that (1) he, she or it is a “United States person” (as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), (2) the TIN provided is correct (or that such U.S. Stockholder is awaiting a TIN) and (3) that the U.S. Stockholder is not subject to backup withholding because (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the U.S. Stockholder that he, she or it is no longer subject to backup withholding or (y) otherwise establish an exemption in a manner satisfactory to the Depositary. The United States federal income tax treatment of a partner in a partnership (or other beneficial owner of an entity treated as a partnership for United States federal income tax purposes) generally will depend on the status of the partner and the activities of such partnership. Partners and partnerships should consult their own tax advisors as to the particular United States federal income tax consequences applicable to them. If you do not provide the Depositary with the correct TIN or an adequate basis for exemption, you may be subject to a penalty imposed by the IRS, and payments may be subject to backup withholding at a rate of 28%. The amounts withheld under the backup withholding rules are not an additional tax and may be refunded or credited against a stockholder’s United States federal income tax liability, provided that the required information is timely furnished to the IRS.
To prevent backup withholding, a Non-U.S. Stockholder (as defined in the Offer to Purchase) should (i) submit a properly completed IRS Form W-8BEN (or other applicable IRS Form W-8) to the Depositary, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. IRS Forms W-8 may be obtained from the Depositary or on the IRS website atwww.irs.gov.
Certain holders (including, among others, corporations) are exempt recipients generally not subject to these backup withholding requirements. To avoid possible erroneous backup withholding, exempt U.S. Stockholders should complete and return the IRS Form W-9 and provide the appropriate exempt payee code(s) (if any).See the enclosed copy of the IRS Form W-9 and the accompanying instructions for additional information.
We recommend that you consult your own tax advisor for further guidance regarding the completion of the enclosed IRS Form W-9 or Form W-8BEN (or other applicable IRS Form W-8) to claim exemption from backup withholding.
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The Depositary for the Tender Offer is:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
![](https://capedge.com/proxy/SC TO-T/0001144204-16-089604/spacer.gif) | | ![](https://capedge.com/proxy/SC TO-T/0001144204-16-089604/spacer.gif) |
By Mail or Hand Delivery: | | By Facsimile Transmission: |
Continental Stock Transfer & Trust Company | | For Eligible Institutions Only: |
Attn: Reorganization Dept. | | (212) 616-7610 |
17 Battery Place, 8th Floor | | For Telephonic Confirmation of Facsimile Receipt: |
New York, NY 10004 | | (917) 262-2378 |
DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Questions or requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at its address and telephone number set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offer.
The Information Agent for the Offer is:
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470 West Avenue
Stamford, CT 06902
Stockholders Call Toll Free: (800) 662-5200
Banks and Brokerage Firms, Please Call: (203) 658-9400
E-mail: tenderinfo@morrowco.com