LETTER OF TRANSMITTAL
MOLINA HEALTHCARE, INC.
To Tender for Exchange
All Outstanding 5.375% Senior Notes due 2022 for
5.375% Senior Notes due 2022, Registered Under the
Securities Act of 1933, as Amended
Pursuant to the Prospectus, Dated , 2016
The exchange offer will expire at 5:00 p.m., New York City time, on , 2016,
unless extended. Tenders of original notes may be withdrawn at any time
prior to 5:00 p.m., New York City time, on the expiration date.
The exchange agent for the exchange offer is:
U.S. Bank National Association
Facsimile Transmission:
(for eligible institutions only):
(for eligible institutions only):
Fax: (651) 466-7367
For Information and to Confirm by Telephone:
(800) 934-6802
Mail or In Person:
U.S. Bank National Association, as Exchange Agent
111 Fillmore Avenue
U.S. Bank National Association, as Exchange Agent
111 Fillmore Avenue
St. Paul, MN 55107-1402
Attn: Corporate Actions
Delivery of this letter of transmittal (this “letter”) to an address other than as set forth above or transmission of this letter via facsimile to a number other than as set forth above will not constitute a valid delivery. Delivery of documents to The Depository Trust Company (“DTC”) does not constitute delivery to the exchange agent.
The undersigned acknowledges that he, she or it has received the prospectus, dated , 2016, of Molina Healthcare, Inc., a Delaware corporation (“Molina”), and this letter, which together constitute Molina’s offer to exchange (“exchange offer”) an aggregate principal amount of up to $700,000,000 of Molina’s 5.375% Senior Notes due 2022 (“exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of Molina’s issued and outstanding 5.375% Senior Notes due 2022 (“original notes”), from the registered holders thereof.
IF YOU DESIRE TO EXCHANGE YOUR ORIGINAL NOTES FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF EXCHANGE NOTES, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR ORIGINAL NOTES TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON , 2016 (THE “EXPIRATION DATE”).
YOU MUST SIGN THIS LETTER WHERE INDICATED BELOW. PLEASE READ THE INSTRUCTION SET FORTH BELOW CAREFULLY BEFORE COMPLETING THIS LETTER.
This letter is to be completed by a holder of original notes if certificates for original notes are to be forwarded with this letter. Tenders of original notes by book-entry transfer by holders of original notes in book-entry form must be made by delivering an agent’s message transmitted by DTC, pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering” section of the prospectus in lieu of this letter.
The term “agent’s message” means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation (as defined below), which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agreed to be bound by the terms and conditions of the exchange offer, including the representations and warranties contained in this letter, and that Molina may enforce this letter against such participant.
Holders of original notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their original notes into the exchange agent's account at DTC (“book-entry confirmation”), and all other documents required by this letter to the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date, must tender their original notes according to the guaranteed delivery procedures set forth in the section of the prospectus entitled “The Exchange Offer—Guaranteed Delivery Procedures.” See Instruction 1 below.
To properly complete this letter, a holder of original notes must:
(1) complete the table below entitled “Description of Original Notes;”
| (2) | if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions; |
(3) sign this letter; and
(4) complete the IRS Form W-9 (or provide an IRS Form W-8).
PLEASE READ THIS ENTIRE LETTER, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS, CAREFULLY, BEFORE COMPLETING THIS LETTER OR CHECKING ANY BOX BELOW. The instructions included with this letter must be followed. Questions and requests for assistance or for additional copies of the prospectus and this letter, the notice of guaranteed delivery and related documents may be directed to the Exchange Agent at the address and telephone number set forth on the cover page of this letter. See Instruction 11 below.
The undersigned has completed the appropriate boxes below and signed this letter to indicate the action the undersigned desires to take with respect to the exchange offer. List below the original notes to which this letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of original notes should be listed on a separate signed schedule affixed hereto.
| DESCRIPTION OF ORIGINAL NOTES | |||
Name and Address of Registered Holder | (1) Certificate Number(s)* | (2) Aggregate Principal Amount of Original Notes | (3) Aggregate Principal Amount of Original Notes Tendered** |
| Total: | |||
* Need not be completed if original notes are being tendered by book-entry transfer. ** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the original notes indicated in column 2. See Instruction 2. Original notes tendered hereby must be in minimum denominations of $2,000 principal amount or integral multiples of $1,000 in excess of $2,000. See Instruction 1 below. | |||
| ¨ | Check here if certificates representing tendered original notes are enclosed herewith. |
| ¨ | Check here if tendered original notes are being delivered by book-entry transfer made to the account maintained by the exchange agent with DTC and complete the following: |
Name of Tendering Institution:
Account Number with DTC:
Transaction Code Number:
By crediting the original notes to the exchange agent’s account at DTC’s Automated Tender Offer Program (“ATOP”), and by complying with applicable ATOP procedures with respect to the exchange offer, including transmitting to the exchange agent a computer-generated agent’s message in which the holder of the original notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this letter, the participant in DTC confirms on behalf of itself and the beneficial owners of such original notes all provisions of this letter (including all representations and warranties) are applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this letter to the exchange agent.
Please note: There is no requirement to deliver a completed letter of transmittal to the exchange agent in the exchange offer if a holder is tendering original notes held in book-entry form in the exchange offer in compliance with applicable ATOP procedures and an agent’s message is properly delivered.
| ¨ | Check here and enclose a photocopy of the notice of guaranteed delivery if tendered original notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the exchange agent and complete the following: |
Name(s) of Registered Holder(s):
Window Ticket Number (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution Which Guaranteed Delivery:
If delivered by book-entry transfer, complete the following:
Account Number at DTC:
Transaction Code Number:
| ¨ | Check here if you are a broker-dealer and wish to receive 10 additional copies of the prospectus and 10 copies of any amendments or supplements thereto. |
Name:
Address:
The undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes. In addition, if the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for original notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that such original notes were acquired by such broker-dealer as a result of market-making or other trading activities and that it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes. However, by acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive exchange notes, it represents that the original notes to be exchanged for the exchange notes were acquired as a result of market-making activities or other trading activities.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
Subject to the terms and conditions of the exchange offer, the undersigned hereby tenders to Molina the aggregate principal amount of original notes indicated above. Subject to, and effective upon, the acceptance for exchange of the original notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, Molina all right, title and interest in and to such original notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned’s true and lawful agent and attorney-infact with respect to such tendered original notes, with full power of substitution, among other things, to cause the original notes to be assigned, transferred and exchanged.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the original notes, and to acquire exchange notes issuable upon the exchange of such tendered original notes, and that, when the same are accepted for exchange, Molina will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by Molina.
The undersigned hereby further represents that:
| (1) | any exchange notes acquired in exchange for original notes tendered are being acquired in the ordinary course of business of the undersigned; |
| (2) | neither the undersigned nor any beneficial owner has an arrangement or understanding with any person to participate in the “distribution” (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act; |
| (3) | neither the undersigned nor any beneficial owner is an “affiliate” (as defined in Rule 405 of the Securities Act) of Molina or, if the undersigned or any beneficial owner is an affiliate of Molina, the undersigned or beneficial owner, as applicable, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in a Shelf Registration Statement (as defined under the section of the prospectus entitled “Exchange Offer and Registration Rights Agreement”) in order to have their notes included in a Shelf Registration Statement and benefit from the provisions regarding additional interest; |
| (4) | neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the exchange notes; and |
| (5) | if the undersigned is a participating broker-dealer, such holder has acquired the original notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the exchange notes. |
The undersigned acknowledges that this exchange offer is being made in reliance on interpretations by the Staff of the Securities and Exchange Commission (the “Commission”) as set forth in noaction letters issued to third parties, that the exchange notes issued pursuant to the exchange offer in exchange for the original notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of Molina within the meaning of Rule 405 of the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act; provided, that such exchange notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such exchange notes. However, the Commission has not considered the exchange offer in the context of a no-action letter and there can be no assurance that the Staff of the Commission would make a similar determination with respect to the exchange offer as in other circumstances. The undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes. If any holder is an affiliate of Molina, is a broker-dealer who acquired original notes in the initial private placement and not as a result of market-making activities or other trading activities or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder: (i) may not participate in the exchange offer; (ii) cannot rely on the applicable interpretations of the Staff of the Commission; and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for original notes, it represents that the original notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes.
However, by acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
The undersigned acknowledges that Molina’s acceptance of original notes validly tendered for exchange pursuant to any one of the procedures described in the section of the prospectus entitled “The Exchange Offer” and in the instructions hereto will constitute a binding agreement between the undersigned and Molina upon the terms and subject to the conditions of the exchange offer.
The undersigned will, upon request, execute and deliver any additional documents deemed by Molina to be necessary or desirable to complete the sale, assignment and transfer of the original notes tendered hereby. All authority conferred or agreed to be conferred in this letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death, incapacity or dissolution of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the section of the prospectus entitled “The Exchange Offer—Withdrawal of Tenders.”
Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please issue the exchange notes (and, if applicable, substitute certificates representing original notes for any original notes not exchanged) in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the exchange notes (and, if applicable, substitute certificates representing original notes for any original notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Original Notes.”
The undersigned acknowledges that the exchange offer is subject to the more detailed terms set forth in the prospectus and, in case of any conflict between the terms of the prospectus and this letter, the terms of the prospectus shall prevail.
The undersigned, by completing the table entitled “Description of Original Notes” above and signing this letter, will be deemed to have tendered the original notes, as set forth in such table above. Please read this entire letter carefully before completing the table above.
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if original notes are exchanged and/or exchange notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this letter.
Issue: (please check one or more)
| ¨ | exchange notes |
| ¨ | original notes |
in the name of:
| Name(s): | |
| (Please Type or Print) | |
| (Please Type or Print) | |
| Address: | |
| (Zip Code) | |
| TIN: | |
| (Social Security Number or | |
| Employer Identification Number) | |
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for original notes not exchanged and/or exchange notes are to be delivered to someone other than the person or persons whose signature(s) appear(s) on this letter or to such person or persons at an address other than that shown in the table entitled “Description of Original Notes” above.
Mail: (please check one or more)
| ¨ | exchange notes |
| ¨ | original notes |
in the name of:
| Name(s): | |
| (Please Type or Print) | |
| (Please Type or Print) | |
| Address: | |
| (Zip Code) | |
Important: Unless guaranteed delivery procedures are complied with, this letter (or a manually signed facsimile hereof) or an agent’s message in lieu thereof pursuant to DTC’s ATOP system (together with the certificates evidencing original notes or a book-entry confirmation, as applicable, and all other required documents) must be received by the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date.
In order to validly tender original notes for exchange notes, holders of original notes in certificated form that wish to tender their original notes for exchange notes in the exchange offer must complete, execute and deliver this letter.
Except as stated in the prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as otherwise stated in the prospectus, this tender for exchange of original notes is irrevocable.
PLEASE SIGN HERE
(To be completed by all tendering and consenting holders)
(Complete Attached IRS Form W-9 or Applicable IRS Form W-8)
(Complete Attached IRS Form W-9 or Applicable IRS Form W-8)
By completing, executing and delivering this letter, the undersigned hereby tenders the principal amount of the original notes listed above in the table entitled “Description of Original Notes” under the column heading “Aggregate Principal Amount of Original Notes Tendered” or, if nothing is indicated in such column, with respect to the entire aggregate principal amount represented by the original notes described in such table.
| X | |
| X | |
| Signature(s) of Owner | |
| Dated: | , 2016 | |
| Area Code and Telephone Number | |
If a holder is tendering original notes, this letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the original notes or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3 below.
| Name(s): | |
| (Please Type or Print) | |
| Capacity: | |
| Address: | |
| Tax Identification No: | |
SIGNATURE GUARANTEE
(If required by Instruction 3)
| Signature(s) Guaranteed by an Eligible Institution | |
| (Authorized Signature) | |
| (Title) | |
| (Name and Firm) | |
| Dated: | , 2016 | |
INSTRUCTIONS
Forming Part of the Terms and Conditions of
the Exchange Offer of Molina Healthcare, Inc.
1. Delivery of this Letter and Original Notes; Guaranteed Delivery Procedures
This letter is to be completed by holders of original notes if certificates for original notes are to be forwarded with this letter. Tender of original notes by book-entry transfer by holders of original notes in book-entry form must be made by delivering an agent’s message transmitted by DTC, in lieu of this letter pursuant to the procedures set forth in the section of the prospectus entitled “The Exchange Offer— Procedures for Tendering.” The term “agent’s message” means a message transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering original notes on behalf of the holder of such original notes, which acknowledgment states that such DTC participant has received and agrees to be bound by the terms and conditions of the exchange offer, including the representations and warranties contained in this letter, as set forth in the prospectus and this letter, and that Molina may enforce such agreement against such participant. To effectively tender original notes by book-entry transfer, holders of original notes must request a DTC participant to, on their behalf, electronically transmit their acceptance through DTC’s ATOP system. In the case of original notes held:
| (1) | in book-entry form, by a book-entry confirmation and delivery of an agent’s message, or |
| (2) | in certificated form, certificates for all physically tendered original notes as well as a properly completed and duly executed copy of this letter (or manually signed facsimile of this letter), |
and in either case any other documents required by this letter, must be received by the exchange agent at the address set forth herein at or prior to 5:00 p.m., New York City time, on the expiration date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original notes tendered hereby must be in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess of $2,000.
Holders whose certificates for original notes are not immediately available or who cannot deliver their certificates and all other required documents to the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date, or who cannot complete the procedures for book-entry transfer at or prior to 5:00 p.m., New York City time, on the expiration date, may tender their original notes pursuant to the guaranteed delivery procedures set forth in the section of the prospectus entitled “The Exchange Offer—Guaranteed Delivery Procedures.” Pursuant to such procedures,
| (1) | such tender must be made through an eligible institution; |
| (2) | prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent must receive from such eligible institution a validly completed and duly executed notice of guaranteed delivery, substantially in the form provided by Molina (by facsimile transmission, mail or hand delivery) or an agent’s message with respect to guaranteed delivery, setting forth the name and address of the holder of original notes and the amount of original notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the notice of guaranteed delivery, a book-entry confirmation for original notes held in book-entry form together with an agent’s message instead of this letter or the certificates for all physically tendered original notes, in proper form for transfer, together with a properly completed and duly executed letter of transmittal (or facsimile of this letter), as the case may be, with any required signature guarantees and any other documents required by this letter will be deposited by the eligible institution with the exchange agent; and |
| (3) | a book-entry confirmation for original notes held in book-entry form together with an agent’s message instead of this letter or the certificates for all physically tendered original notes, in proper form for transfer, together with a properly completed and duly executed letter (or facsimile of this letter), as the case may be, with any required signature guarantees and all other documents required by this letter, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery. |
The method of delivery of this letter, any required signature guarantees, the original notes and all other required documents, including delivery of original notes through DTC, and transmission of an agent’s message through DTC’s ATOP system, is at the election and risk of the tendering holders, and the delivery will be deemed made only when actually received or confirmed by the exchange agent. If original notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. See the section of the prospectus entitled “The Exchange Offer.”
2.Partial Tenders (Not Applicable to Noteholders who Tender by Book-Entry Transfer)
If less than all of the original notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of original notes to be tendered in the box above entitled “Description of Original Notes—Aggregate Principal Amount of Original Notes Tendered.” A reissued certificate representing the balance of non-tendered original notes will be sent to such tendering holder,
unless otherwise provided in the appropriate box on this letter, promptly after the expiration date. All of the original notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.
3.Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures
If this letter is signed by the registered holder of the original notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever. If this letter is signed by a participant in DTC whose name is shown as the owner of the original notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the original notes.
If any tendered original notes are owned of record by two or more joint owners, all of such owners must sign this letter.
If any tendered original notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this letter as there are different registrations of certificates.
When this letter is signed by the registered holder or holders of the original notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the exchange notes are to be issued, or any un-tendered original notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an eligible institution.
If this letter is signed by a person other than the registered holder, the original notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the original notes.
If this letter is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by Molina, evidence satisfactory to Molina of their authority to so act must be submitted.
Except as provided in the following paragraph, signatures on this letter or a notice of withdrawal must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority (FINRA), a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each an “eligible institution”).
Signatures on this letter or a notice of withdrawal need not be guaranteed by an eligible institution, provided the original notes are tendered: (i) by a registered holder of original notes (which term, for purposes of the exchange offer, includes any participant in the DTC system whose name appears on a security position listing as the holder of such original notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this letter, or (ii) for the account of an eligible institution.
4.Special Issuance and Delivery Instructions
Tendering holders of original notes should indicate in the applicable box the name and address to which exchange notes issued pursuant to the exchange offer and/or substitute certificates evidencing original notes not exchanged are to be issued or sent, if different from the name or address of the person signing this letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. If no such instructions are given, such original notes not exchanged will be returned to the name and address of the person signing this letter.
5.Backup and Nonresident Withholding
A U.S. holder of exchange notes may be subject to backup withholding at a rate of 28% with respect to interest paid on the exchange notes and proceeds from the sale, exchange, redemption or retirement of the exchange notes. In order to avoid backup withholding, a U.S. holder of exchange notes should provide the exchange agent with such holder’s correct Taxpayer Identification Number (“TIN”) and other certifications on the Internal Revenue Service (“IRS”) Form W-9 attached to this letter. If the shares are in more than one name or are not in the name of the actual owner, please consult the instructions to the IRS Form W-9 for additional guidance on which number to report. If the holder does not have a TIN, the holder should write “Applied for” in the space provided for the TIN. If a U.S. holder does not provide a TIN within 60 days of a reportable payment, backup withholding at a rate of 28% may apply to such payment. Backup withholding is not an additional tax. Rather, the tax liability of a person subject to backup withholding may be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund from the IRS may be obtained, provided the required information is timely provided to the IRS.
Certain holders (including, among others, certain corporations and non-U.S. holders) are exempt from these backup withholding and reporting requirements. However, non-U.S. holders may be subject to non-resident withholding on interest payments unless they provide a U.S.
IRS Form W-8BEN or another appropriate version of IRS Form W-8 and are otherwise eligible for the portfolio interest exemption, as described in the prospectus relating to the original notes, and non-U.S. holders may in any case be subject to nonresident reporting on interest payments.
A non-U.S. holder should submit to the exchange agent the appropriate version of IRS Form W-8, properly completed, including certification of such individual’s non-U.S. status, and signed under penalty of perjury. IRS Form W-8BEN is the version of IRS Form W-8 most likely to apply to non-U.S. persons claiming exemption from withholding. Non-U.S. holders should carefully read the instructions to IRS Form W-8BEN and, if applicable, complete the required information, sign and date the IRS Form W-8BEN and return the form to the exchange agent with this completed letter. In certain cases, IRS Form W-8BEN may not be the proper IRS Form W-8 to be completed and returned, depending on the status of the foreign person claiming exemption from backup withholding. IRS Form W-8BEN and other IRS Form W-8s are available from the exchange agent or from the IRS web site at http://www.irs.gov.
If the exchange agent is not provided with a properly completed IRS Form W-9 or the appropriate IRS Form W-8, the holder may be subject to penalties imposed by the IRS. In addition, the depositary may be required to withhold under the backup withholding rules 28% of any reportable payment made to the holder with respect to exchange notes, or to withhold against interest payments under the nonresident withholding rules.
Please consult your accountant or tax advisor for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN or another version of IRS Form W-8, to claim exemption from withholding and backup withholding, or contact the exchange agent.
6.Transfer Taxes
Molina will pay all transfer taxes, if any, applicable to the exchange of original notes pursuant to the exchange offer. If, however, exchange notes are to be issued for principal amounts not tendered or accepted for exchange in the name of any person other than the registered holder of the original notes tendered, or if tendered original notes are registered in the name of any person other than the person signing this letter, or if a transfer tax is imposed for any reason other than the exchange of original notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this letter, the amount of such transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the original notes specified in this letter.
7.Waiver of Conditions to the Exchange Offer
Molina reserves the absolute right to waive satisfaction of any or all conditions to the exchange offer enumerated in the prospectus in accordance with the provisions set forth in the prospectus.
8.No Conditional Tenders
No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of original notes, by execution of this letter or an agent’s message in lieu thereof, shall waive any right to receive notice of the acceptance of their original notes for exchange.
Neither Molina, the exchange agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of original notes nor shall any of them incur any liability for failure to give any such notice.
9.Mutilated, Lost, Stolen or Destroyed Original Notes
Any holder whose original notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated above for further instructions.
10.Withdrawal Rights
Tenders of original notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.
For a withdrawal of a tender of original notes to be effective, a written notice of withdrawal delivered by hand, overnight courier or by mail, or a manually signed facsimile transmission, or a properly transmitted “Request Message” through DTC’s ATOP system, must be received by the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:
| (1) | specify the name of the person having tendered the original notes to be properly withdrawn, which we refer to as the depositor in this letter; |
| (2) | identify the original notes to be withdrawn, including certificate number or numbers and the principal amount of such original notes; |
| (3) | in the case of original notes tendered by book-entry transfer, specify the number of the account at DTC from which the original notes were tendered and specify the name and number of the account at DTC to be credited with the properly withdrawn original notes and otherwise comply with the procedures of such facility; |
| (4) | contain a statement that such holder is withdrawing its election to have such original notes exchanged for exchange notes; |
| (5) | other than a notice through DTC’s ATOP system, be signed by the holder in the same manner as the original signature on this letter by which such original notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of such original notes in the name of the person withdrawing the tender; and |
| (6) | specify the name in which such original notes are registered, if different from that of the depositor. |
If original notes have been tendered pursuant to the procedure for book-entry transfer set forth in the section of the prospectus entitled “The Exchange Offer—Procedures for Tendering,” any notice of withdrawal must comply with the applicable procedures of DTC. All questions as to the validity, form and eligibility and time of receipt of such notice will be determined by Molina, whose determination shall be final and binding on all parties. Any original notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the original notes so withdrawn are validly retendered. Any original notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures set forth in the section of the prospectus entitled “The Exchange Offer—Procedures for Tendering,” such original notes will be credited to an account maintained with DTC for the original notes) as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be retendered by following the procedures described above at any time at or prior to 5:00 p.m., New York City time, on the expiration date.
11. Requests for Assistance or Additional Copies
Questions relating to the procedure for tendering, as well as requests for additional copies of the prospectus and this letter, and requests for notices of guaranteed delivery and other related documents may be directed to the exchange agent, at the address and telephone number indicated above.
