Letter of Transmittal and Purchase Notice – Put Option on Notes – Interpublic Group of Companies, Inc.
LETTER OF TRANSMITTAL AND PURCHASE NOTICE
4.25% CONVERTIBLE SENIOR NOTES DUE 2023
ISSUED BY
THE INTERPUBLIC GROUP OF COMPANIES, INC.
CUSIP Numbers: 460690 BA 7 and 460690 AZ 3
This Letter of Transmittal and Purchase Notice (this “Purchase Notice”)
relates to the purchase by The Interpublic Group of Companies, Inc., a Delaware
corporation (the “Company”) of its 4.25% Convertible Senior Notes Due 2023 (the
“Notes”), at the option of the holder thereof, pursuant to the terms and
conditions set forth in the Senior Debt Indenture, dated as of November 15, 2006
(the “Base Indenture”), between the Company and The Bank of New York, a New York
banking corporation, as trustee (the “Trustee”), as supplemented by the First
Supplemental Indenture, dated as of November 15, 2006 (the “First Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), between the
Company and the Trustee. The right of a Holder to require the Company to
purchase the Notes, as described in the Company Notice, dated February 15, 2012
and the related notice materials, as amended and supplemented from time to time,
is referred to herein as the “Put Option.”
To exercise the Put Option, holders of Notes (the “Holders”) must
complete and deliver this Purchase Notice to the Paying Agent before 11:59 p.m.,
New York City time, on Wednesday, March 14, 2012 (the “Expiration Date”). A
Purchase Notice may be withdrawn at any time before 11:59 p.m., New York City
time, on the Expiration Date. The Put Option expires at 11:59 p.m., New York
City time, on the Expiration Date.
HOLDERS WHO HOLD THEIR NOTES THROUGH THE DEPOSITORY TRUST COMPANY
(“DTC”) WHO WISH TO EXERCISE THE PUT OPTION AND DELIVER THEIR NOTES TO THE
PAYING AGENT NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF
SUCH HOLDERS TRANSMIT THEIR ACCEPTANCE AND DELIVER THEIR NOTES ELECTRONICALLY
THROUGH DTC153S AUTOMATED TENDER OFFER PROGRAM (“ATOP”), SUBJECT TO THE TERMS AND
PROCEDURES OF THAT SYSTEM. HOLDERS TRANSMITTING THEIR ACCEPTANCE AND DELIVERING
THEIR NOTES THROUGH DTC153S ATOP SYSTEM MUST ALLOW SUFFICIENT TIME FOR COMPLETION
OF THE ATOP PROCEDURES DURING THE NORMAL BUSINESS HOURS OF DTC.
The Paying Agent is The Bank of New York. The address of the Paying Agent is:
Bank of New York Mellon Corporation
Corporate Trust Reorganization Unit
101 Barclay Street:7 East
New York, New York 10286
Attention: Carolle Montreuil
Telephone: (212) 815-5920
Fax: (212) 298-1915
The instructions accompanying this Purchase Notice should be read
carefully before this Purchase Notice is completed.
This Purchase Notice can be used if:
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certificates representing Notes are physically delivered with it to the |
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Notes are concurrently delivered by book-entry transfer to the Paying Agent153s |
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Holders wish to exercise the Put Option without simultaneously delivering |
Holders who hold their Notes through DTC who wish to exercise the Put
Option and deliver their Notes to the Paying Agent need not submit a physical
Purchase Notice to the Paying Agent if such Holders transmit their acceptance
and deliver their Notes electronically through DTC153s ATOP system, subject to the
terms and procedures of that system. Holders transmitting their acceptance and
delivering their Notes through DTC153s ATOP system must allow sufficient time for
completion of the ATOP procedures during the normal business hours of DTC.
Any beneficial owner whose Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to
exercise the Put Option should contact such registered holder of the Notes
promptly and instruct such registered holder to exercise the Put Option on
behalf of the beneficial owner.
Delivery of this Purchase Notice and all other required documents to
an address other than as set forth above does not constitute valid delivery to
the Paying Agent. Delivery of documents to DTC or the Company does not
constitute delivery to the Paying Agent. The method of delivery of all
documents, including certificates representing Notes, is at the risk of the
Holder. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. You must sign this Purchase Notice in the
appropriate space provided therefore, with signature guarantee if required, and
complete a Form W-9 (available at the IRS website at www.irs.gov). See
instructions 1, 2 and 12.
1
Ladies and Gentlemen:
By execution of this Letter of Transmittal and Purchase Notice (the “Purchase
Notice”), each signatory hereof (the “undersigned”) represents that the
undersigned has received the Company Notice, dated February 15, 2012 (the
“Company Notice”), of The Interpublic Group of Companies, Inc., a Delaware
corporation (the “Company”), which provides the notice to the holders (the
“Holders”) required pursuant to the Indenture. This Purchase Notice relates to
the Company153s 4.25% Convertible Senior Notes due 2023 (the “Notes”), and the
Holder153s right to require the Company to purchase the Notes at a purchase price
(the “Purchase Price”) equal to $1,000 per $1,000 principal amount of the Notes,
plus any accrued and unpaid interest (including contingent interest) up to, but
excluding, March 15, 2012 (the “Purchase Date”), subject to the terms and
conditions set forth in the Indenture and the Notes. Upon the terms and subject
to the conditions set forth herein, the Company Notice and the Indenture, and
effective upon the acceptance for payment thereof, the undersigned hereby
irrevocably sells, assigns and transfers all right and title to the Company in
and to the Notes for which the Put Option is exercised hereby.
The undersigned hereby irrevocably constitutes and appoints the Paying Agent
the true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that the Paying Agent also acts as the agent of the Company) with
respect to such Notes, with full power of substitution (such power-of-attorney
being deemed to be an irrevocable power coupled with an interest) to (1) present
such Notes and all evidences of transfer and authenticity to, or transfer
ownership of, such Notes on the account books maintained by The Depository Trust
Company (“DTC”) to, or upon the order of, the Company, (2) present such Notes
for transfer and cancellation on the books of the relevant security registrar,
and (3) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Notes, all in accordance with the terms of and conditions set
forth in the Indenture, the Company Notice and this Purchase Notice.
The undersigned hereby represents, warrants and covenants that:
(a) the undersigned owns the Notes for which the Put Option is exercised
hereby as contemplated by Rule 14e-4 under the Securities Exchange Act of 1934,
as amended, and has full power and authority to validly exercise the Put Option
for such Notes;
(b) when and to the extent the Company accepts such Notes for payment, the
Company will acquire good, marketable and unencumbered title to them, free and
clear of all security interests, liens, charges, encumbrances, conditional sales
agreements or other obligations relating to their delivery or transfer, and not
subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any additional
documents that the Paying Agent or the Company deems necessary or desirable to
complete the delivery of the Notes for which the Put Option is exercised hereby
and that are accepted for payment; and
(d) the undersigned has read and agrees to all of the terms of the Company
Notice and this Purchase Notice.
The undersigned understands that the exercise of the Put Option is not made
in acceptable form until receipt by the Paying Agent of this Purchase Notice,
duly completed and signed, together with all accompanying evidence of authority
in form satisfactory to the Company in its sole discretion (which may delegate
power in whole or in part to the Paying Agent). All questions as to form of
documents, eligibility, validity (including time of receipt) and acceptance for
payment of Notes for which the Put Option is exercised hereby will be determined
by the Company in its sole discretion (which may delegate power in whole or in
part to the Paying Agent) and such determination shall be final and binding on
all parties.
2
The undersigned understands that all Notes for which a Purchase Notice is
validly delivered and not withdrawn prior to 11:59 p.m., New York City time, on
March 14, 2012 (the “Expiration Date”), shall be purchased as of the Purchase
Date pursuant to the terms and conditions specified in paragraph 7 of the Notes
and in the Indenture. The undersigned understands that acceptance of the Notes
by the Company for payment will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Indenture, the Company Notice and this Purchase Notice.
The check for the aggregate Purchase Price for such of the Notes for which
the Put Option is exercised hereby as are purchased will be issued to the order
of the undersigned and mailed to the address indicated in the box entitled
“Description of Notes for which the Put Option is Exercised,” unless otherwise
indicated in the boxes entitled “Special Issuance Instructions” or “Special
Delivery Instructions” herein. In the event that the boxes entitled “Special
Issuance Instructions” and/or “Special Delivery Instructions” are completed, the
check will be issued in the name of, and the payment of the aggregate Purchase
Price will be mailed to, the address so indicated.
All authority conferred or agreed to be conferred in this Purchase Notice
shall not be affected by and shall survive the death or incapacity of the
undersigned, and any obligations of the undersigned under this Purchase Notice
shall be binding upon the heirs, personal and legal representatives, trustees in
bankruptcy, successors and assigns of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
DESCRIPTION OF NOTES FOR WHICH THE PUT OPTION IS
EXERCISED
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Name(s) and Address(es) of Registered Holder(s) |
Notes for which the Put Option is Exercised |
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Certificate |
Principal Amount |
Principal Amount |
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Total Amount for which the Put Option is Exercised |
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(1) |
Must correspond exactly to the name(s) that appear(s) on the certificate(s) |
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(2) |
Need not be completed if the Notes are delivered by book-entry transfer. |
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(3) |
If you desire to exercise the Put Option for less than the entire principal |
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METHOD OF DELIVERY
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CHECK HERE IF NOTES ARE PHYSICALLY DELIVERED TO THE PAYING AGENT. |
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CHECK HERE IF NOTES ARE DELIVERED BY BOOK-ENTRY TRANSFER TO THE |
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Name of Delivering Institution: |
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Address: |
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Telephone: |
Facsimile: |
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Contact Person: |
Date Delivered: |
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DTC Account Number: |
Transaction Code Number: |
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¨ |
CHECK HERE IF NOTES ARE NOT SIMULTANEOUSLY DELIVERED TO THE PAYING |
HOLDERS WHO DELIVER THIS PURCHASE NOTICE WITHOUT SIMULTANEOUSLY
DELIVERING THEIR NOTES TO THE PAYING AGENT UNDERSTAND THAT DELIVERY OF THE NOTES
TO THE PAYING AGENT OR DELIVERY OF SUCH NOTES BY BOOK-ENTRY TRANSFER TO THE
ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC IS A CONDITION TO PAYMENT OF THE
PURCHASE PRICE FOR SUCH NOTES.
UNDER NO CIRCUMSTANCES WILL NOTES ACCRUE INTEREST BY REASON OF ANY
DELAY IN MAKING PAYMENT TO ANY PERSON WHO DELIVERS NOTES AFTER THE PURCHASE
DATE. THE PURCHASE PRICE FOR NOTES DELIVERED AFTER THE PURCHASE DATE WILL BE THE
SAME AS THAT FOR NOTES DELIVERED PRIOR TO OR ON THE PURCHASE DATE.
IF THE PAYING AGENT HOLDS, IN ACCORDANCE WITH THE TERMS OF THE
INDENTURE, SUFFICIENT CASH TO PAY THE PURCHASE PRICE FOR THE NOTES ON THE
BUSINESS DAY FOLLOWING THE PURCHASE DATE, THEN, ON AND AFTER SUCH DATE, SUCH
NOTES WILL CEASE TO BE OUTSTANDING AND INTEREST (INCLUDING CONTINGENT INTEREST)
ON SUCH NOTES WILL CEASE TO ACCRUE, WHETHER OR NOT THE NOTES ARE DELIVERED TO
THE PAYING AGENT OR DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED
BY THE PAYING AGENT WITH DTC, AND ALL RIGHTS (OTHER THAN THE RIGHT TO RECEIVE
THE PURCHASE PRICE UPON DELIVERY OF THE NOTES) OF THE HOLDER OF SUCH NOTES WILL
TERMINATE.
IF ANY INTEREST PAYMENTS ARE MADE SUBSEQUENT TO THE BUSINESS DAY
FOLLOWING THE PURCHASE DATE IN RESPECT OF NOTES FOR WHICH A PURCHASE NOTICE HAS
BEEN DELIVERED, THEN THE PURCHASE PRICE TO BE PAID, FOLLOWING DELIVERY OF SUCH
NOTES TO THE PAYING AGENT OR DELIVERY BY BOOK-ENTRY TRANSFER TO THE ACCOUNT
MAINTAINED BY THE PAYING AGENT WITH DTC, WILL BE REDUCED BY THE AMOUNT OF SUCH
INTEREST PAYMENTS.
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SPECIAL ISSUANCE
INSTRUCTIONS
(See Instructions 2, 4, 5 and 6)
To be completed ONLY if Notes for which the Put Option is not exercised or
which are not purchased and/or any check for the aggregate Purchase Price of
Notes purchased are to be issued in the name of and sent to someone other than
the undersigned, or if Notes delivered by book-entry transfer which are not
accepted for purchase are to be credited to an account maintained at DTC other
than the one designated above.
Issue Check and/or Notes to:
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Name: |
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(Please Print) |
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Address: |
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(Include Zip Code) |
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(Taxpayer Identification Number or
Social Security Number)
Credit Notes not purchased by book-entry to DTC account number:
(DTC Account Number)
(Account Party)
SPECIAL DELIVERY
INSTRUCTIONS
(See Instructions 2, 4, 5 and 6)
To be completed ONLY if Notes for which the Put Option is not exercised or
which are not purchased and/or any check for the aggregate Purchase Price of
Notes purchased, issued in the name of the undersigned, are to be sent to
someone other than the undersigned, or to the undersigned at an address other
than that indicated above.
Mail Check and/or Notes to:
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Name: |
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(Please Print) |
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Address: |
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(Include Zip Code) |
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NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING
PAGE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
5
SIGN HERE
(See Instructions 1 and 5)
(Please Complete Form W-9)
Must be signed by registered Holder(s) exactly as name(s) appear(s) on the
Notes or on a security position listing or by person(s) authorized to become
registered Holder(s) of the Notes by documents transmitted with this Purchase
Notice. If the signature is by an attorney-in-fact, executor, administrator,
trustee, guardian, partner, officer of a corporation or another party acting in
a fiduciary or representative capacity, please set forth the signer153s full
title.
Signature(s) of Holder(s)
Date: , 2012
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Name(s): |
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(Please Print) |
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Capacity: |
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Area Code(s) and Telephone Number(s): |
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Tax Id./S.S. Number(s): |
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(Taxpayer Identification Number(s) or Social Security |
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Address(es): |
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(Include Zip Code) |
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THE GUARANTEE BELOW MUST BE COMPLETED.
Guarantee of Signature(s)
(See Instructions 2 and 5)
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Authorized Signature: |
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Name: |
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Title: |
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Name of Eligible Institution: |
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Address: |
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Area Code and Telephone Number: |
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Date: , 2012
6
INSTRUCTIONS
Forming Part of the Terms and Conditions of this
Purchase Notice
1. Delivery of Purchase Notice and Notes. This Purchase Notice can
be used if Notes are delivered with it to the Paying Agent or if Notes are
concurrently delivered by book-entry transfer to the Paying Agent153s account at
DTC. This Purchase Notice can also be used by Holders who wish to exercise the
Put Option without simultaneously delivering their Notes to the Paying Agent. A
Holder who uses this Purchase Notice to exercise the Put Option without
simultaneously delivering Notes understands that payment of the Purchase Price
is subject to the delivery of the Notes to the Paying Agent or delivery of such
Notes by book-entry transfer to the account maintained by the Paying Agent with
DTC. Holders who hold their Notes through DTC who wish to exercise the
Put Option and deliver their Notes to the Paying Agent need not submit a
physical Purchase Notice to the Paying Agent if such Holders transmit their
acceptance and deliver their Notes electronically through DTC153s ATOP system,
subject to the terms and procedures of that system. Holders transmitting their
acceptance and delivering their Notes through DTC153s ATOP system must allow
sufficient time for completion of the ATOP procedures during the normal business
hours of DTC. Notes or confirmation of the delivery of Notes by
book-entry transfer to the Paying Agent through DTC, together with a properly
completed and duly executed Purchase Notice or agent153s message and any other
required documents, should be delivered to the Paying Agent at the appropriate
address set forth on the first page of this Purchase Notice and must be received
by the Paying Agent prior to 11:59 p.m., New York City time, on the Expiration
Date. The term “agent153s message” means a message, transmitted to DTC and
received by the Paying Agent and forming a part of a book-entry transfer, that
states that DTC has received an express acknowledgement that the undersigned
agrees to be bound by this Purchase Notice and that the Company may enforce this
Purchase Notice against the undersigned. Delivery of documents to DTC or the
Company does not constitute delivery to the Paying Agent.
The method of delivery of all documents, including Notes, this Purchase
Notice and any other required documents, is at the election and risk of the
Holder(s) exercising the Put Option. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended.
Each Holder who exercises the Put Option, by execution of this Purchase
Notice, waives any right to receive any notice of the acceptance of his or her
Notes for purchase.
2. Guarantee of Signatures. No signature guarantee is required if
either:
(a) this Purchase Notice is signed by the registered Holder(s) of the Notes
(which term, for purposes of this Purchase Notice, includes any participant in
DTC whose name appears on a security position listing as the Holder of such
Notes) delivered with the Purchase Notice, unless such Holder has completed the
box entitled “Special Issuance Instructions” and/or “Special Delivery
Instructions” above; or
(b) the Notes for which the Put Option is exercised are held for the account
of an eligible guarantor institution, as defined in Rule 17Ad-15 under the
Exchange Act (each, an “Eligible Institution”).
In all other cases an Eligible Institution must guarantee the signatures on
this Purchase Notice. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
“Description of Notes for which the Put Option is Exercised” is inadequate, the
certificate numbers, the principal amount represented by the Notes and the
principal amount of Notes for which the Put Option is exercised should be listed
on a separate signed schedule and attached to this Purchase Notice.
4. Partial Exercise of the Put Option. (Not applicable to Holders
who deliver Notes by book-entry transfer.) If the Put Option is to be exercised
for less than all of the principal amount of Notes evidenced by the
certificates, fill in the portion of the principal amount of such Notes for
which the Put Option is to be exercised in the column
7
entitled “Principal Amount for which the Put Option is Exercised” in the box
captioned “Description of Notes for which the Put Option is Exercised.” In such
case, a new certificate for the remainder of the Notes evidenced by the old
certificate will be issued and sent to the registered Holder(s), unless
otherwise specified in the box entitled “Special Issuance Instructions” and/or
“Special Delivery Instructions” in this Purchase Notice, as promptly as
practicable following the Purchase Date; provided, however, that each Note
purchased and each new Note issued shall be in a principal amount of $1,000 or
integral multiples thereof. The Put Option for the full principal amount of
Notes listed and delivered to the Paying Agent is deemed to have been exercised
unless otherwise indicated.
5. Signatures on Purchase Notice and Endorsements.
(a) If this Purchase Notice is signed by the registered Holder(s) of the
Notes for which the Put Option is exercised hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the Notes without
any change whatsoever.
(b) If the Notes are registered in the names of two or more joint Holders,
each such Holder must sign this Purchase Notice.
(c) If any Notes for which the Put Option is to be exercised are registered
in different names on several certificates, it will be necessary to complete,
sign and submit as many separate Purchase Notices as there are different
registrations of Notes.
(d) (Not applicable to Holders who deliver Notes by book-entry transfer.)
When this Purchase Notice is signed by the registered Holder(s) of the Notes and
transmitted hereby, no endorsements of Notes are required unless payment is to
be made, or the Notes for which the Put Option is not exercised or which are not
purchased are to be issued to a person other than the registered Holder(s). See
Instruction 2. In such an event, signature(s) on such Notes must be guaranteed
by an Eligible Institution. If this Purchase Notice is signed by a person other
than the registered Holder(s) of the Notes listed, the assignment form on the
Notes must be completed and signed exactly as the name(s) of the registered
Holder(s) appear(s) on the Notes and signature(s) on such Notes must be
guaranteed by an Eligible Institution. See Instruction 2.
(e) If this Purchase Notice is signed by attorneys-in-fact, executors,
administrators, trustees, guardians, partners, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing and must submit proper evidence satisfactory to the
Company of their authority so to act.
6. Special Payment and Special Delivery Instructions. The Holder(s)
signing this Purchase Notice to exercise the Put Option should indicate in the
applicable box or boxes the name and address to which Notes for principal
amounts for which the Put Option is not exercised or which are not purchased or
checks for payment of the aggregate Purchase Price are to be issued or sent, if
different from the name(s) and address(es) of such Holder(s). In the case of
issuance in a different name, the taxpayer identification number or social
security number of the person named must also be indicated. If no instructions
are given, Notes for which the Put Option is not exercised or which are not
purchased will be returned to the Holder(s). Any Holder(s) delivering Notes by
book-entry transfer may request that Notes for which the Put Option is not
exercised or which are not purchased be credited to such account at DTC as such
Holder(s) may designate under the caption “Special Issuance Instructions.” If no
such instructions are given, any such Notes for which the Put Option is not
exercised or which are not purchased will be returned by crediting the account
at DTC designated above.
7. Irregularities. The Company will determine, in its sole
discretion, all questions as to the form of documents, eligibility, validity
(including time of receipt) and acceptance for payment of any Notes for which
the Put Option is exercised and its determinations shall be final and binding on
all parties. The Company reserves the absolute right to reject any and all
exercises of the Put Option and deliveries of Notes that it determines not to be
in proper form or the acceptance for payment of or payment for which may, in the
opinion of the Company153s
8
counsel, be unlawful. The Company also reserves the absolute right to waive
any defect or irregularity in the exercise of the Put Option for and delivery of
any particular Note. No exercise of the Put Option for or delivery of Notes will
be deemed to have been properly made until all defects and irregularities have
been cured or waived. Unless waived, any defects or irregularities in connection
with the exercise of the Put Option or delivery of Notes must be cured within
such time as the Company shall determine. The Company153s interpretation of the
terms of the Purchase Notice (including these instructions) will be final and
binding on all parties. None of the Company, the Paying Agent or any other
person is or will be obligated to give notice of any defects or irregularities
in the exercise of the Put Option or delivery of Notes and none of them will
incur any liability for failure to give such notice.
8. Mutilated, Lost, Stolen or Destroyed Certificates for Notes. Any
Holder(s) whose certificates for Notes have been mutilated, lost, stolen or
destroyed should write to or telephone the Paying Agent at the address or
telephone number set forth on the front cover page of this Purchase Notice.
The Holder will then be instructed by the Paying Agent as to the steps that
must be taken in order to replace the certificates. This Purchase Notice and
related documents cannot be processed until the procedures for replacing
mutilated, lost, stolen or destroyed certificates have been followed.
9. Questions and Requests for Assistance and Additional Copies.
Questions and requests for assistance may be directed to the Paying Agent and
additional copies of the Company Notice and this Purchase Notice may also be
obtained from the Paying Agent.
10. Withdrawal Rights. You may withdraw a Purchase Notice, for some
or all of the Notes for which such Purchase Notice has been delivered, at any
time before 11:59 p.m., New York City time, on the Expiration Date. See Section
4 of the Company Notice for a more detailed description of withdrawal rights.
11. Transfer Taxes. If payment of the Purchase Price is to be made
to, or if Notes for which the Put Option is not exercised or which are not
purchased are to be registered in the name of, any persons other than the
registered Holder(s), or if Notes for which the Put Option is exercised are
registered in the name of any person other than the person(s) signing this
Purchase Notice, the amount of any transfer taxes (whether imposed on the
registered Holder(s) or such other person) payable on account of the transfer to
such other person will be deducted from the Purchase Price unless satisfactory
evidence of the payment of such taxes or an exemption therefrom is submitted.
12. Important Tax Information. Payments made may be subject to
information reporting and backup withholding of U.S. federal income tax,
currently at a rate of 28%. Certain Holders, including corporations, are exempt
from these information reporting and backup withholding tax rules. To avoid
backup withholding, U.S. Holders that do not otherwise establish an exemption
should complete and return an Internal Revenue Service (“IRS”) Form W-9,
certifying that such Holder is a U.S. person, that the taxpayer identification
number (“TIN”) provided is correct, and that such Holder is not subject to
backup withholding. Non-U.S. Holders may be required to complete and submit an
IRS Form W-8BEN or other applicable IRS Form W-8, signed under penalties of
perjury, attesting to the Holder153s foreign status. If you provide an incorrect
TIN or you are a U.S. Holder that fails to provide the information requested on
IRS Form W-9, you may be subject to penalties imposed by the IRS.
Backup withholding is not an additional tax. Taxpayers may use amounts
withheld as a credit against their U.S. federal income tax liability or may
claim a refund of any excess amounts withheld by timely filing a claim for
refund with the IRS. Holders are encouraged to consult with their own tax
advisors regarding compliance with the backup withholding rules.
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