Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

TO TENDER ANY AND ALL OF THE

DEPOSITARY SHARES EACH REPRESENTING A 1/25^TH INTEREST IN A SHARE

OF EQUITABLE HOLDINGS, INC.’S 4.950% FIXED RATE RESET

NONCUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B,

PAR VALUE $1.00 PER SHARE AND

LIQUIDATION PREFERENCE $25,000 PER SHARE (EQUIVALENT TO $1,000 PER

DEPOSITARY SHARE) (CUSIP: 29452E AA9),

AT A PURCHASE PRICE OF

$1,000 PER DEPOSITARY SHARE, PLUS AN AMOUNT EQUAL TO

ACCRUED, UNPAID AND UNDECLARED DIVIDENDS ON THE UNDERLYING

PREFERRED STOCK

by

EQUITABLE HOLDINGS, INC.

PURSUANT TO THE OFFER TO PURCHASE, DATED MARCH 12, 2025

 

The Tender Agent for the Tender Offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Email: equitable@dfking.com

DESCRIPTION OF SERIES B DEPOSITARY SHARES TENDERED
Name(s) and Address(es) of Holder(s) or Name(s) of DTC Participants and Each Participant’s DTC Account Number in which Series B Depositary Shares are Held (Please fill in, if blank)		Series B Depositary Shares Tendered (Attach and sign additional list if necessary)
		Number of Series B Depositary Shares Represented*		Number of Series B Depositary Shares Tendered
* Unless otherwise indicated in the column labeled “Number of Series B Depositary Shares Tendered” and subject to the terms and conditions of the Offer to Purchase, a holder will be deemed to have tendered the entire liquidation preference represented by the Series B Depositary Shares indicated in the column labeled “Number of Series B Depositary Shares Represented.” See Instruction 4.

Delivery of this Letter of Transmittal to an address other than one of those set forth above will not constitute a proper delivery. You must deliver this Letter of Transmittal to the tender agent as set forth above (the “Tender Agent”). Deliveries to Equitable Holdings, Inc., Truist Securities, Inc. (the lead dealer manager for the Offer (the “Lead Dealer Manager”)), Citigroup Global Markets Inc., Morgan Stanley & Co. LLC or Wells Fargo Securities, LLC (the dealer managers for the Offer (together with the Lead Dealer Manager, the “Dealer Managers”)) or D.F. King & Co., Inc. (the information agent for the Offer (the “Information Agent”)) will not be forwarded to the Tender Agent and, therefore, will not constitute proper delivery to the Tender Agent. Delivery of this Letter of Transmittal and any other required documents to the book-entry transfer facility at The Depository Trust Company (“DTC”) will not constitute delivery to the Tender Agent.

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

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

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

 

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

 

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

 

 

Account Number:						Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

 

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Equitable Holdings, Inc. the above described shares of the outstanding depositary shares (the “Series B Depositary Shares”) each representing a 1/25^th interest in a share of Holdings’ 4.950% Fixed Rate Reset Noncumulative Perpetual Preferred Stock, Series B, par value $1.00 per share and liquidation preference $25,000 per share (equivalent to $1,000 per Series B Depositary Share) (the “Series B Preferred Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 12, 2025, and in the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”), receipt of which is hereby acknowledged. Equitable Holdings, Inc. is inviting the holders of Series B Depositary Shares to tender their Series B Depositary Shares at $1,000 per Series B Depositary Share, plus an amount equal to accrued, unpaid and undeclared dividends on the underlying Series B Preferred Stock from, and including December 15, 2024, to, but excluding, the settlement date of the Offer (the “Purchase Price”), upon the terms and subject to the conditions of the Offer.

Subject to and effective upon acceptance for payment of, and payment for, Series B Depositary Shares tendered with this Letter of Transmittal in accordance with the terms of the Offer, the undersigned hereby (1) sells, assigns and transfers to or upon the order of Equitable Holdings, Inc. all right, title and interest in and to all of the Series B Depositary Shares tendered hereby which are so accepted and paid for; (2) orders the registration of Series B Depositary Shares tendered by book entry transfer that are purchased under the Offer to or upon the order of Equitable Holdings, Inc.; and (3) appoints the Tender Agent as attorney in fact of the undersigned with respect to such Series B Depositary Shares, with the full knowledge that the Tender Agent also acts as the agent of Equitable Holdings, Inc., with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

(a) transfer ownership of such Series B Depositary Shares on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity, to or upon the order of Equitable Holdings, Inc., upon receipt by the Tender Agent, as the undersigned’s agent, of the Purchase Price with respect to such Series B Depositary Shares; and

(b) receive all benefits and otherwise exercise all rights of beneficial ownership of such Series B Depositary Shares, subject to the next paragraph, all in accordance with the terms of the Offer.

The undersigned understands that Equitable Holdings, Inc., upon the terms and subject to the conditions of the Offer, will pay the Purchase Price for Series B Depositary Shares properly tendered into, and not properly withdrawn from, the Offer subject to the conditions of the Offer in the Offer to Purchase.

The undersigned hereby covenants, represents and warrants to Equitable Holdings, Inc. that:

(a) the undersigned has full power and authority to tender, sell, assign and transfer the Series B Depositary Shares tendered hereby;

(b) when and to the extent Equitable Holdings, Inc. accepts the Series B Depositary Shares for purchase, Holdings will acquire good and marketable title to them, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the Series B Depositary Shares will not be subject to any adverse claims or rights;

(c) the undersigned will, upon request, execute and deliver any additional documents deemed by the Tender Agent or Equitable Holdings, Inc. to be necessary or desirable to complete the sale, assignment and transfer of the Series B Depositary Shares tendered hereby and accepted for purchase; and

 

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

The undersigned understands that tendering of Series B Depositary Shares under either of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute an agreement between the undersigned and Equitable Holdings, Inc. upon the terms and subject to the conditions of the Offer.

The undersigned understands that all Series B Depositary Shares properly tendered and not properly withdrawn prior to the Expiration Date will be purchased in the Offer, upon the terms and subject to the conditions of the Offer.

The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Holdings may terminate or amend the Offer; or may postpone the acceptance for payment of, or the payment for, Series B Depositary Shares tendered.

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

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

The undersigned recognizes that Equitable Holdings, Inc. has no obligation, under the Special Payment and Delivery Instructions, to order the registration or transfer of Series B Depositary Shares tendered by book entry transfer.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

 

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SHAREHOLDER(S) — SIGN HERE

(See Instructions 1 and 5)

(See IRS Form W-9 or IRS Form W-8BEN, IRS Form W-8BEN-E or other

IRS Form W-8, as applicable)

If this Letter of Transmittal is signed by a DTC participant whose name is shown as the owner of the Series B Depositary Shares tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of such Series B Depositary Shares. If the Series B Depositary Shares are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to Equitable Holdings, Inc. of his or her authority to so act. See Instruction 5.

GUARANTEE OF SIGNATURE(S)

(If Required, See Instructions 1 and 5)

 

Authorized Signature:

 

Name(s):
Please Print

 

Name of Firm:

 

Address:

 

Address Line 2:

 

Address Line 3:
Please Include Zip/Postal Code

 

(Country Code/Area Code) Telephone Number:

Dated:        , 2025

 

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SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS

(See Instructions 2, 5, 7 and 8)

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

Payment Check(s)

 

Name(s):
(Please Print)

 

Address:
(Include Zip Code)

 

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

Credit unpurchased Series B Depositary Shares by book entry to the book entry transfer facility account set forth below:

 

DTC Account Number:

 

Number of Account Party:

 

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INSTRUCTIONS TO LETTER OF TRANSMITTAL

Forming Part of the Terms of the Offer

1. Guarantee of Signatures.

Except as otherwise provided in this Instruction 1, all signatures on this Letter of Transmittal must be guaranteed by a financial institution that is a participant in the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution” (an “Eligible Institution”) as such term is defined in Rule 17Ad- 15 under the Securities Exchange Act of 1934, as amended. Signatures on this Letter of Transmittal need not be guaranteed if either (a) this Letter of Transmittal is signed by any DTC participant whose name appears on a security position listing as the owner of Series B Depositary Shares tendered herewith and such participant(s) have not completed either of the boxes within “Special Payment and Delivery Instructions” in this Letter of Transmittal; or (b) such Series B Depositary Shares are tendered for the account of an Eligible Institution. The signatures on these documents may also need to be guaranteed.

2. Delivery of Letter of Transmittal; No Guaranteed Delivery Procedures.

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

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

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

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

Equitable Holdings, Inc. does not intend to permit tenders of Series B Depositary Shares by guaranteed delivery procedures.

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

 

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The method of delivery of all documents is at the option and risk of the tendering holders of Series B Depositary Shares. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure timely delivery.

Equitable Holdings, Inc. will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Series B Depositary Shares. By executing this Letter of Transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered Series B Depositary Shares.

3. Inadequate Space.

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

4. Partial Tenders and Unpurchased Series B Depositary Shares.

If fewer than all of the Series B Depositary Shares owned by a holder are tendered, the holder must fill in the liquidation preference of such Series B Depositary Shares tendered in the third column of the box titled “Description of Series B Depositary Shares Tendered” herein. The entire liquidation preference represented by the Series B Depositary Shares delivered to the Tender Agent will be deemed to have been tendered, unless otherwise indicated.

5. Signatures on Letter of Transmittal’ Stock Powers and Endorsements.

a. Exact Signatures.

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

b. Joint Holders.

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

c. Signatures of Fiduciaries

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to Equitable Holdings, Inc. of his or her authority to so act.

6. Stock Transfer Taxes.

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

 

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7. Special Payment and Delivery Instructions.

If any of the following conditions holds:

a. check(s) for the Purchase Price of any Series B Depositary Shares purchased pursuant to the Offer are to be issued to a person other than the person(s) signing this Letter of Transmittal;

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

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

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

8. Tax Identification Number and Backup Withholding.

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

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

 

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

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

9. Irregularities.

Equitable Holdings, Inc. will determine in its sole discretion all questions as to the number of Series B Depositary Shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of Series B Depositary Shares. Any such determinations will be final and binding on all parties. Equitable Holdings, Inc. reserves the absolute right to reject any or all tenders of Series B Depositary Shares it determines are not in proper form or the acceptance of which or payment for which may, in the opinion of Equitable Holdings, Inc., be unlawful. Equitable Holdings, Inc. also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Series B Depositary Shares, and Equitable Holdings, Inc.’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties. No tender of Series B Depositary Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Equitable Holdings, Inc. shall determine. None of Equitable Holdings, Inc., the Tender Agent, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Questions; Requests for Assistance and Additional Copies.

Please direct any questions or requests for assistance or for additional copies of the Offer to Purchase or this Letter of Transmittal to the Information Agent at the telephone number and address set forth below. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Offer.

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

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

 

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Form   W-9 (Rev. March 2024) Department of the Treasury Internal Revenue Service		Request for Taxpayer   Identification Number and Certification   Go to www.irs.gov/FormW9 for instructions and the latest information.		Give form to the requester. Do not send to the IRS.
Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.

Part I		Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.   Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter.

Social security number

–

–

or

Employer Identification number

–

Part II		Certification

Under penalties of perjury, I certify that:   1.  The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and   2.  I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and   3.  I am a U.S. citizen or other U.S. person (defined below); and   4.  The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.   Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

 

Sign Here		Signature of U.S. person		Date

 

 

 

		Cat. No. 10231X		Form W-9 (Rev. 3-2024)

 

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Form W-9 (Rev. 3-2024)		Page		2

 

 

 

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Form W-9 (Rev. 3-2024)		Page		3

 

 

 

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Form W-9 (Rev. 3-2024)		Page		4

 

 

 

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Form W-9 (Rev. 3-2024)		Page		5

 

 

 

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Form W-8BEN (Rev. October 2021)   Department of the Treasury Internal Revenue Service		Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)   u For use by individuals. Entities must use Form W-8BEN-E. u Go to www.irs.gov/FormW8BEN for instructions and the latest information. u Give this form to the withholding agent or payer. Do not send to the IRS.		OMB No. 1545-1621

Do NOT use this form if: Instead, use Form:

 

•  You are NOT an individual		W-8BEN-E
•  You are a U.S. citizen or other U.S. person, including a resident alien individual		W-9
•  You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the United States (other than personal services)		W-8ECI
•  You are a beneficial owner who is receiving compensation for personal services performed in the United States		8233 or W-4
•  You are a person acting as an intermediary		W-8IMY

 

Note: If you are resident in a FATCA partner jurisdiction (that is, a Model 1 IGA jurisdiction with reciprocity), certain tax account information may be provided to your jurisdiction of residence.

 

Part I		Identification of Beneficial Owner (see instructions)

1 Name of individual who is the beneficial owner		2 Country of citizenship

3 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.
City or town, state or province. Include postal code where appropriate.				Country
4 Mailing address (if different from above)
City or town, state or province. Include postal code where appropriate.				Country
5 U.S. taxpayer identification number (SSN or ITIN), if required (see instructions)
6a Foreign tax identifying number (see instructions)		6b Check if FTIN not legally required				☐
7 Reference number(s) (see instructions)		8 Date of birth (MM-DD-YYYY) (see instructions)

 

Part II		Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions)

 

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I certify that the beneficial owner is a resident of                      within the meaning of the income tax treaty between the United States and that country.

10 Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article and paragraph              of the treaty identified on line 9 above to claim a      % rate of withholding on (specify type of income): 

 

 

Explain the additional conditions in the Article and paragraph the beneficial owner meets to be eligible for the rate of withholding:         

 

Part III		Certification

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

 

●

I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income or proceeds to which this form relates or am using this form to document myself for chapter 4 purposes;

●

The person named on line 1 of this form is not a U.S. person;

●

This form relates to:

(a)

income not effectively connected with the conduct of a trade or business in the United States;

(b)

income effectively connected with the conduct of a trade or business in the United States but is not subject to tax under an applicable income tax treaty;

(c)

the partner’s share of a partnership’s effectively connected taxable income; or

(d)

the partner’s amount realized from the transfer of a partnership interest subject to withholding under section 1446(f);

●

The person named on line 1 of this form is a resident of the treaty country listed on line 9 of the form (if any) within the meaning of the income tax treaty between the United States and that country; and

●

For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect.

 

				☐ I certify that I have the capacity to sign for the person identified on line 1 of this form.
Sign Here		u
				Signature of beneficial owner (or individual authorized to sign for beneficial owner)						Date (MM--DD-YYYY)
				Print name of signer
For Paperwork Reduction Act Notice, see separate instructions.						Cat. No. 25047Z				Form W-8BEN (Rev. 10-2021)

 

16

Form W-8BEN-E (Rev. October 2021)   Department of the Treasury Internal Revenue Service		Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)   u For use by entities. Individuals must use Form W-8BEN. u Section references are to the Internal Revenue Code. u Go to www.irs.gov/FormW8BENE for instructions and the latest information. u Give this form to the withholding agent or payer. Do not send to the IRS.		OMB No. 1545-1621

Do not use this form for: Instead use Form:

 

•  U.S. entity or U.S. citizen or resident			W-9
•  A foreign individual			W-8BEN (Individual) or Form 8233
•  A foreign individual or entity claiming that income is effectively connected with the conduct of trade or business within the United States (unless claiming treaty benefits)			W-8ECI
•  A foreign partnership, a foreign simple trust, or a foreign grantor trust (unless claiming treaty benefits) (see instructions for exceptions)			W-8IMY
•  A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession claiming that income is effectively connected U.S. income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (unless claiming treaty benefits) (see instructions for other exceptions)			W-8ECI or W-8EXP
•  Any person acting as an intermediary (including a qualified intermediary acting as a qualified derivatives dealer)			W-8IMY

 

Part I		Identification of Beneficial Owner

1 Name of organization that is the beneficial owner		2 Country of incorporation or organization
3 Name of disregarded entity receiving the payment (if applicable, see instructions)

 

4		Chapter 3 Status (entity type) (Must check one box only):				☐ Corporation		☐ Partnership
		☐ Simple trust		☐ Tax-exempt organization		☐ Complex trust		☐ Foreign Government – Controlled Entity
		☐ Central Bank of Issue		☐ Private foundation		☐ Estate		☐ Foreign Government – Integral Part
		☐ Grantor trust		☐ Disregarded entity		☐ International organization
		If you entered disregarded entity, partnership, simple trust, or grantor trust above, is the entity a hybrid making a treaty claim? If “Yes,” complete Part III. ☐ Yes ☐ No

5 Chapter 4 Status (FATCA status) (See instructions for details and complete the certification below for the entity’s applicable status.)

 

6 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address (other than a registered address).
City or town, state or province. Include postal code where appropriate.				Country
7 Mailing address (if different from above)
City or town, state or province. Include postal code where appropriate.				Country

 

For Paperwork Reduction Act Notice, see separate instructions.						Cat. No. 59689N				Form  W-8BEN-E (Rev.  10-2021)

 

17

 

Part I		Identification of Beneficial Owner (continued)

8 U.S. taxpayer identification number (TIN), if required

 

9a

GIIN

b

Foreign TIN

c

Check if FTIN not legally required

u ☐

10 Reference number(s) (see instructions)

Note: Please complete remainder of the form including signing the form in Part XXX.

 

Part II		Disregarded Entity or Branch Receiving Payment. (Complete only if a disregarded entity with a GIIN or a branch of  an FFI in a country other than the FFI’s country of residence. See instructions.)

 

11 Chapter 4 Status (FATCA status) of disregarded entity or branch receiving payment

☐ Branch treated  as nonparticipating FFI. ☐ Participating FFI.				☐ Reporting Model  1 FFI. ☐ Reporting Model 2 FFI.		☐ U.S. Branch.

12 Address of disregarded entity or branch (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address (other than a registered address).

 

City or town, state or province. Include postal code where appropriate.

Country

 

13 GIIN (if any)

 

Part III		Claim of Tax Treaty Benefits (if applicable). (For chapter 3 purposes only.)

14 I certify that (check all that apply):

			a				☐			The beneficial owner is a resident of                        within the meaning of the income tax treaty between the United States and that country.
			b				☐			The beneficial owner derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits. The following are types of limitation on benefits provisions that may be included in an applicable tax treaty (check only one; see instructions):

 

☐

Government

☐

Company that meets the ownership and base erosion test

☐

Tax-exempt pension trust or pension fund

☐

Company that meets the derivative benefits test

☐

Other tax-exempt organization

☐

Company with an item of income that meets active trade or business test

☐

Publicly traded corporation

☐

Favorable discretionary determination by the U.S. competent authority received

☐

Subsidiary of a publicly traded corporation

☐

No LOB article in treaty

☐

Other (specify Article and paragraph):

			c				☐			The beneficial owner is claiming treaty benefits for U.S. source dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation and meets qualified resident status (see instructions).

 

15 Special rates and conditions (if applicable—see instructions):

 

The beneficial owner is claiming the provisions of Article and paragraph                                      of the treaty identified on line 14a above to claim a          % rate of withholding on (specify type of income):                  Explain the additional conditions in the Article the beneficial owner meets to be eligible for the rate of withholding:

 

 

 

 

 

Part IV		Sponsored FFI

 

16 Name of sponsoring entity:
17 Check whichever box applies.

 

							☐			I certify that the entity identified in Part I:

●

Is an investment entity;

●

Is not a QI, WP (except to the extent permitted in the withholding foreign partnership agreement), or WT; and

●

Has agreed with the entity identified above (that is not a nonparticipating FFI) to act as the sponsoring entity for this entity.

							☐			I certify that the entity identified in Part I:

●

Is a controlled foreign corporation as defined in section 957(a);

●

Is not a QI, WP, or WT;

●

Is wholly owned, directly or indirectly, by the U.S. financial institution identified above that agrees to act as the sponsoring entity for this entity; and

●

Shares a common electronic account system with the sponsoring entity (identified above) that enables the sponsoring entity to identify all account holders and payees of the entity and to access all account and customer information maintained by the entity including, but not limited to, customer identification information, customer documentation, account balance, and all payments made to account holders or payees.

 

 

Form W-8BEN-E (Rev. 10-2021)

 

18

 

Part V		Certified Deemed-Compliant Nonregistering Local Bank

18 ☐  I certify that the FFI identified in Part I:

• Operates and is licensed solely as a bank or credit union (or similar cooperative credit organization operated without profit) in its country of incorporation or organization;

• Engages primarily in the business of receiving deposits from and making loans to, with respect to a bank, retail customers unrelated to such bank and, with respect to a credit union or similar cooperative credit organization, members, provided that no member has a greater than 5% interest in such credit union or cooperative credit organization;

• Does not solicit account holders outside its country of organization;

• Has no fixed place of business outside such country (for this purpose, a fixed place of business does not include a location that is not advertised to the public and from which the FFI performs solely administrative support functions);

• Has no more than $175 million in assets on its balance sheet and, if it is a member of an expanded affiliated group, the group has no more than $500 million in total assets on its consolidated or combined balance sheets; and

• Does not have any member of its expanded affiliated group that is a foreign financial institution, other than a foreign financial institution that is incorporated or organized in the same country as the FFI identified in Part I and that meets the requirements set forth in this part.

 

Part VI		Certified Deemed-Compliant FFI with Only Low-Value Accounts

19 ☐  I certify that the FFI identified in Part I:

• Is not engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, notional principal contracts, insurance or annuity contracts, or any interest (including a futures or forward contract or option) in such security, partnership interest, commodity, notional principal contract, insurance contract or annuity contract;

• No financial account maintained by the FFI or any member of its expanded affiliated group, if any, has a balance or value in excess of $50,000 (as determined after applying applicable account aggregation rules); and

• Neither the FFI nor the entire expanded affiliated group, if any, of the FFI, have more than $50 million in assets on its consolidated or combined balance sheet as of the end of its most recent accounting year.

 

Part VII		Certified Deemed-Compliant Sponsored, Closely Held Investment Vehicle

20  Name of sponsoring entity:                                                   

21 ☐  I certify that the entity identified in Part I:

• Is an FFI solely because it is an investment entity described in Regulations section 1.1471-5(e)(4);

• Is not a QI, WP, or WT;

• Will have all of its due diligence, withholding, and reporting responsibilities (determined as if the FFI were a participating FFI) fulfilled by the sponsoring entity identified on line 20; and

• 20 or fewer individuals own all of the debt and equity interests in the entity (disregarding debt interests owned by U.S. financial institutions, participating FFIs, registered deemed-compliant FFIs, and certified deemed-compliant FFIs and equity interests owned by an entity if that entity owns 100% of the equity interests in the FFI and is itself a sponsored FFI).

 

Part VIII		Certified Deemed-Compliant Limited Life Debt Investment Entity

22 ☐  I certify that the entity identified in Part I:

• Was in existence as of January 17, 2013;

• Issued all classes of its debt or equity interests to investors on or before January 17, 2013, pursuant to a trust indenture or similar agreement; and

• Is certified deemed-compliant because it satisfies the requirements to be treated as a limited life debt investment entity (such as the restrictions with respect to its assets and other requirements under Regulations section 1.1471-5(f)(2)(iv)).

 

Part IX		Certain Investment Entities that Do Not Maintain Financial Accounts

23 ☐  I certify that the entity identified in Part I:

• Is a financial institution solely because it is an investment entity described in Regulations section 1.1471-5(e)(4)(i)(A), and

• Does not maintain financial accounts.

 

Part X		Owner-Documented FFI

Note: This status only applies if the U.S. financial institution, participating FFI, or reporting Model 1 FFI to which this form is given has agreed that it will treat the FFI as an owner-documented FFI (see instructions for eligibility requirements). In addition, the FFI must make the certifications below.

24a ☐  (All owner-documented FFIs check here) I certify that the FFI identified in Part I:

• Does not act as an intermediary;

• Does not accept deposits in the ordinary course of a banking or similar business;

• Does not hold, as a substantial portion of its business, financial assets for the account of others;

• Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account;

• Is not owned by or in an expanded affiliated group with an entity that accepts deposits in the ordinary course of a banking or similar business, holds, as a substantial portion of its business, financial assets for the account of others, or is an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account;

• Does not maintain a financial account for any nonparticipating FFI; and

• Does not have any specified U.S. persons that own an equity interest or debt interest (other than a debt interest that is not a financial account or that has a balance or value not exceeding $50,000) in the FFI other than those identified on the FFI owner reporting statement.

 

 

Form W-8BEN-E (Rev. 10-2021)

 

19

 

Part X		Owner-Documented FFI (continued)

Check box 24b or 24c, whichever applies.

b  ☐  I certify that the FFI identified in Part I:

• Has provided, or will provide, an FFI owner reporting statement that contains:

 

(i)

The name, address, TIN (if any), chapter 4 status, and type of documentation provided (if required) of every individual and specified U.S. person that owns a direct or indirect equity interest in the owner-documented FFI (looking through all entities other than specified U.S. persons);

 

(ii)

The name, address, TIN (if any), and chapter 4 status of every individual and specified U.S. person that owns a debt interest in the owner-documented FFI (including any indirect debt interest, which includes debt interests in any entity that directly or indirectly owns the payee or any direct or indirect equity interest in a debt holder of the payee) that constitutes a financial account in excess of $50,000 (disregarding all such debt interests owned by participating FFIs, registered deemed-compliant FFIs, certified deemed- compliant FFIs, excepted NFFEs, exempt beneficial owners, or U.S. persons other than specified U.S. persons); and

 

(iii)

Any additional information the withholding agent requests in order to fulfill its obligations with respect to the entity.

• Has provided, or will provide, valid documentation meeting the requirements of Regulations section 1.1471-3(d)(6)(iii) for each person identified in the FFI owner reporting statement.

c ☐  I certify that the FFI identified in Part I has provided, or will provide, an auditor’s letter, signed within 4 years of the date of payment, from an independent accounting firm or legal representative with a location in the United States stating that the firm or representative has reviewed the FFI’s documentation with respect to all of its owners and debt holders identified in Regulations section 1.1471-3(d)(6)(iv)(A)(2), and that the FFI meets all the requirements to be an owner-documented FFI. The FFI identified in Part I has also provided, or will provide, an FFI owner reporting statement of its owners that are specified U.S. persons and Form(s) W-9, with applicable waivers.

Check box 24d if applicable (optional, see instructions).

d ☐  I certify that the entity identified on line 1 is a trust that does not have any contingent beneficiaries or designated classes with unidentified beneficiaries.

 

Part XI		Restricted Distributor

25a ☐  (All restricted distributors check here) I certify that the entity identified in Part I:

• Operates as a distributor with respect to debt or equity interests of the restricted fund with respect to which this form is furnished;

• Provides investment services to at least 30 customers unrelated to each other and less than half of its customers are related to each other;

• Is required to perform AML due diligence procedures under the anti-money laundering laws of its country of organization (which is an FATF- compliant jurisdiction);

• Operates solely in its country of incorporation or organization, has no fixed place of business outside of that country, and has the same country of incorporation or organization as all members of its affiliated group, if any;

• Does not solicit customers outside its country of incorporation or organization;

• Has no more than $175 million in total assets under management and no more than $7 million in gross revenue on its income statement for the most recent accounting year;

• Is not a member of an expanded affiliated group that has more than $500 million in total assets under management or more than $20 million in gross revenue for its most recent accounting year on a combined or consolidated income statement; and

• Does not distribute any debt or securities of the restricted fund to specified U.S. persons, passive NFFEs with one or more substantial U.S. owners, or nonparticipating FFIs.

Check box 25b or 25c, whichever applies.

I further certify that with respect to all sales of debt or equity interests in the restricted fund with respect to which this form is furnished that are made after December 31, 2011, the entity identified in Part I:

b  ☐  Has been bound by a distribution agreement that contained a general prohibition on the sale of debt or securities to U.S. entities and U.S. resident individuals and is currently bound by a distribution agreement that contains a prohibition of the sale of debt or securities to any specified U.S. person, passive NFFE with one or more substantial U.S. owners, or nonparticipating FFI.

c  ☐  Is currently bound by a distribution agreement that contains a prohibition on the sale of debt or securities to any specified U.S. person, passive NFFE with one or more substantial U.S. owners, or nonparticipating FFI and, for all sales made prior to the time that such a restriction was included in its distribution agreement, has reviewed all accounts related to such sales in accordance with the procedures identified in Regulations section 1.1471-4(c) applicable to preexisting accounts and has redeemed or retired any, or caused the restricted fund to transfer the securities to a distributor that is a participating FFI or reporting Model 1 FFI securities which were sold to specified U.S. persons, passive NFFEs with one or more substantial U.S. owners, or nonparticipating FFIs.

 

 

Form W-8BEN-E (Rev. 10-2021)

 

20

 

Part XII		Nonreporting IGA FFI

26 ☐  I certify that the entity identified in Part I:

• Meets the requirements to be considered a nonreporting financial institution pursuant to an applicable IGA between the United States and

                                . The applicable IGA is a ☐ Model 1 IGA or a ☐ Model 2 IGA; and is treated as a                           under the provisions of the applicable IGA or Treasury regulations (if applicable, see instructions);

• If you are a trustee documented trust or a sponsored entity, provide the name of the trustee or sponsor .

The trustee is: ☐ U.S. ☐ Foreign

 

Part XIII		Foreign Government, Government of a U.S. Possession, or Foreign Central Bank of Issue

27 ☐  I certify that the entity identified in Part I is the beneficial owner of the payment, and is not engaged in commercial financial activities of a type engaged in by an insurance company, custodial institution, or depository institution with respect to the payments, accounts, or obligations for which this form is submitted (except as permitted in Regulations section 1.1471-6(h)(2)).

 

Part XIV		International Organization

Check box 28a or 28b, whichever applies.

28a ☐  I certify that the entity identified in Part I is an international organization described in section 7701(a)(18).

 b ☐  I certify that the entity identified in Part I:

• Is comprised primarily of foreign governments;

• Is recognized as an intergovernmental or supranational organization under a foreign law similar to the International Organizations Immunities Act or that has in effect a headquarters agreement with a foreign government;

• The benefit of the entity’s income does not inure to any private person; and

• Is the beneficial owner of the payment and is not engaged in commercial financial activities of a type engaged in by an insurance company, custodial institution, or depository institution with respect to the payments, accounts, or obligations for which this form is submitted (except as permitted in Regulations section 1.1471-6(h)(2)).

 

Part XV		Exempt Retirement Plans

Check box 29a, b, c, d, e, or f, whichever applies.

29a ☐  I certify that the entity identified in Part I:

• Is established in a country with which the United States has an income tax treaty in force (see Part III if claiming treaty benefits);

• Is operated principally to administer or provide pension or retirement benefits; and

• Is entitled to treaty benefits on income that the fund derives from U.S. sources (or would be entitled to benefits if it derived any such income) as a resident of the other country which satisfies any applicable limitation on benefits requirement.

 b ☐  I certify that the entity identified in Part I:

• Is organized for the provision of retirement, disability, or death benefits (or any combination thereof) to beneficiaries that are former employees of one or more employers in consideration for services rendered;

• No single beneficiary has a right to more than 5% of the FFI’s assets;

• Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operated; and

 

(i)

Is generally exempt from tax on investment income under the laws of the country in which it is established or operates due to its status as a retirement or pension plan;

 

(ii)

Receives at least 50% of its total contributions from sponsoring employers (disregarding transfers of assets from other plans described in this part, retirement and pension accounts described in an applicable Model 1 or Model 2 IGA, other retirement funds described in an applicable Model 1 or Model 2 IGA, or accounts described in Regulations section 1.1471-5(b)(2)(i)(A));

 

(iii)

Either does not permit or penalizes distributions or withdrawals made before the occurrence of specified events related to retirement, disability, or death (except rollover distributions to accounts described in Regulations section 1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts), to retirement and pension accounts described in an applicable Model 1 or Model 2 IGA, or to other retirement funds described in this part or in an applicable Model 1 or Model 2 IGA); or

 

(iv)

Limits contributions by employees to the fund by reference to earned income of the employee or may not exceed $50,000 annually.

 

c ☐  I

certify that the entity identified in Part I:

• Is organized for the provision of retirement, disability, or death benefits (or any combination thereof) to beneficiaries that are former employees of one or more employers in consideration for services rendered;

• Has fewer than 50 participants;

• Is sponsored by one or more employers each of which is not an investment entity or passive NFFE;

• Employee and employer contributions to the fund (disregarding transfers of assets from other plans described in this part, retirement and pension accounts described in an applicable Model 1 or Model 2 IGA, or accounts described in Regulations section 1.1471-5(b)(2)(i)(A)) are limited by reference to earned income and compensation of the employee, respectively;

• Participants that are not residents of the country in which the fund is established or operated are not entitled to more than 20% of the fund’s assets; and

• Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operates.

 

 

Form W-8BEN-E (Rev. 10-2021)

 

21

 

Part XV		Exempt Retirement Plans (continued)

 

			d				☐			I certify that the entity identified in Part I is formed pursuant to a pension plan that would meet the requirements of section 401(a), other than the requirement that the plan be funded by a trust created or organized in the United States.
			e				☐			I certify that the entity identified in Part I is established exclusively to earn income for the benefit of one or more retirement funds described in this part or in an applicable Model 1 or Model 2 IGA, or accounts described in Regulations section 1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts), or retirement and pension accounts described in an applicable Model 1 or Model 2 IGA.
			f				☐			I certify that the entity identified in Part I:

• Is established and sponsored by a foreign government, international organization, central bank of issue, or government of a U.S. possession (each as defined in Regulations section 1.1471-6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement, disability, or death benefits to beneficiaries or participants that are current or former employees of the sponsor (or persons designated by such employees); or

• Is established and sponsored by a foreign government, international organization, central bank of issue, or government of a U.S. possession (each as defined in Regulations section 1.1471-6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement, disability, or death benefits to beneficiaries or participants that are not current or former employees of such sponsor, but are in consideration of personal services performed for the sponsor.

 

Part XVII		Entity Wholly Owned by Exempt Beneficial Owners

 

			30				☐			I certify that the entity identified in Part I:

• Is an FFI solely because it is an investment entity;

• Each direct holder of an equity interest in the investment entity is an exempt beneficial owner described in Regulations section 1.1471-6 or in an applicable Model 1 or Model 2 IGA;

• Each direct holder of a debt interest in the investment entity is either a depository institution (with respect to a loan made to such entity) or an exempt beneficial owner described in Regulations section 1.1471-6 or an applicable Model 1 or Model 2 IGA.

• Has provided an owner reporting statement that contains the name, address, TIN (if any), chapter 4 status, and a description of the type of documentation provided to the withholding agent for every person that owns a debt interest constituting a financial account or direct equity interest in the entity; and

• Has provided documentation establishing that every owner of the entity is an entity described in Regulations section 1.1471-6(b), (c), (d), (e), (f) and/or (g) without regard to whether such owners are beneficial owners.

 

Part XVII		Territory Financial Institution

 

			31				☐			I certify that the entity identified in Part I is a financial institution (other than an investment entity) that is incorporated or organized under the laws of a possession of the United States.

 

Part XVIII		Excepted Nonfinancial Group Entity

 

			32				☐			I certify that the entity identified in Part I:

• Is a holding company, treasury center, or captive finance company and substantially all of the entity’s activities are functions described in Regulations section 1.1471-5(e)(5)(i)(C) through (E);

• Is a member of a nonfinancial group described in Regulations section 1.1471-5(e)(5)(i)(B);

• Is not a depository or custodial institution (other than for members of the entity’s expanded affiliated group); and

• Does not function (or hold itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund, or any investment vehicle with an investment strategy to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes.

 

Part XIX		Excepted Nonfinancial Start-Up Company

 

			33				☐			I certify that the entity identified in Part I:

• Was formed on (or, in the case of a new line of business, the date of board resolution approving the new line of business)          (date must be less than 24 months prior to date of payment);

• Is not yet operating a business and has no prior operating history or is investing capital in assets with the intent to operate a new line of business other than that of a financial institution or passive NFFE;

• Is investing capital into assets with the intent to operate a business other than that of a financial institution; and

• Does not function (or hold itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund, or any investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes.

 

Part XX		Excepted Nonfinancial Entity in Liquidation or Bankruptcy

 

			34				☐			I certify that the entity identified in Part I:

• Filed a plan of liquidation, filed a plan of reorganization, or filed for bankruptcy on                    ;

• During the past 5 years has not been engaged in business as a financial institution or acted as a passive NFFE;

• Is either liquidating or emerging from a reorganization or bankruptcy with the intent to continue or recommence operations as a nonfinancial entity; and

• Has, or will provide, documentary evidence such as a bankruptcy filing or other public documentation that supports its claim if it remains in bankruptcy or liquidation for more than 3 years.

 

 

Form W-8BEN-E (Rev. 10-2021)

 

22

 

Part XXI		501(c) Organization

 

			35				☐			I certify that the entity identified in Part I is a 501(c) organization that:

• Has been issued a determination letter from the IRS that is currently in effect concluding that the payee is a section 501(c) organization that is dated      ; or

• Has provided a copy of an opinion from U.S. counsel certifying that the payee is a section 501(c) organization (without regard to whether the payee is a foreign private foundation).

 

Part XXII		Nonprofit Organization

 

			36				☐			I certify that the entity identified in Part I is a nonprofit organization that meets the following requirements.

• The entity is established and maintained in its country of residence exclusively for religious, charitable, scientific, artistic, cultural or educational purposes;

• The entity is exempt from income tax in its country of residence;

• The entity has no shareholders or members who have a proprietary or beneficial interest in its income or assets;

• Neither the applicable laws of the entity’s country of residence nor the entity’s formation documents permit any income or assets of the entity to be distributed to, or applied for the benefit of, a private person or noncharitable entity other than pursuant to the conduct of the entity’s charitable activities or as payment of reasonable compensation for services rendered or payment representing the fair market value of property which the entity has purchased; and

• The applicable laws of the entity’s country of residence or the entity’s formation documents require that, upon the entity’s liquidation or dissolution, all of its assets be distributed to an entity that is a foreign government, an integral part of a foreign government, a controlled entity of a foreign government, or another organization that is described in this part or escheats to the government of the entity’s country of residence or any political subdivision thereof.

 

Part XXIII		Publicly Traded NFFE or NFFE Affiliate of a Publicly Traded Corporation

Check box 37a or 37b, whichever applies.

			37a				☐			I certify that:

• The entity identified in Part I is a foreign corporation that is not a financial institution; and

• The stock of such corporation is regularly traded on one or more established securities markets, including           (name one securities exchange upon which the stock is regularly traded).

 

			b				☐			I certify that:

• The entity identified in Part I is a foreign corporation that is not a financial institution;

• The entity identified in Part I is a member of the same expanded affiliated group as an entity the stock of which is regularly traded on an established securities market;

• The name of the entity, the stock of which is regularly traded on an established securities market, is           ; and

• The name of the securities market on which the stock is regularly traded is           .

 

Part XXIV		Excepted Territory NFFE

 

			38				☐			I certify that:

• The entity identified in Part I is an entity that is organized in a possession of the United States;

• The entity identified in Part I:

 

(i)

Does not accept deposits in the ordinary course of a banking or similar business;

 

(ii)

Does not hold, as a substantial portion of its business, financial assets for the account of others; or

 

(iii)

Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account; and

• All of the owners of the entity identified in Part I are bona fide residents of the possession in which the NFFE is organized or incorporated.

 

 

Form W-8BEN-E (Rev. 10-2021)

 

23

Part XXV		Active NFFE

 

			39				☐			I certify that:

• The entity identified in Part I is a foreign entity that is not a financial institution;

• Less than 50% of such entity’s gross income for the preceding calendar year is passive income; and

• Less than 50% of the assets held by such entity are assets that produce or are held for the production of passive income (calculated as a weighted average of the percentage of passive assets measured quarterly) (see instructions for the definition of passive income).

 

Part XXVI		Passive NFFE

 

			40a				☐			I certify that the entity identified in Part I is a foreign entity that is not a financial institution (other than an investment entity organized in a possession of the United States) and is not certifying its status as a publicly traded NFFE (or affiliate), excepted territory NFFE, active NFFE, direct reporting NFFE, or sponsored direct reporting NFFE.

Check box 40b or 40c, whichever applies.

 

			b				☐			I further certify that the entity identified in Part I has no substantial U.S. owners (or, if applicable, no controlling U.S. persons); or
			c				☐			I further certify that the entity identified in Part I has provided the name, address, and TIN of each substantial U.S. owner (or, if applicable, controlling U.S. person) of the NFFE in Part XXIX.

 

Part XXVII		Excepted Inter-Affiliate FFI

41 ☐  I certify that the entity identified in Part I:

• Is a member of an expanded affiliated group;

• Does not maintain financial accounts (other than accounts maintained for members of its expanded affiliated group);

• Does not make withholdable payments to any person other than to members of its expanded affiliated group;

• Does not hold an account (other than depository accounts in the country in which the entity is operating to pay for expenses) with or receive payments from any withholding agent other than a member of its expanded affiliated group; and

• Has not agreed to report under Regulations section 1.1471-4(d)(2)(ii)(C) or otherwise act as an agent for chapter 4 purposes on behalf of any financial institution, including a member of its expanded affiliated group.

 

Part XXVIII		Sponsored Direct Reporting NFFE (see instructions for when this is permitted)

42 Name of sponsoring entity:                                            

43 ☐  I certify that the entity identified in Part I is a direct reporting NFFE that is sponsored by the entity identified on line 42.

 

Part XXIXX		Substantial U.S. Owners of Passive NFFE

As required by Part XXVI, provide the name, address, and TIN of each substantial U.S. owner of the NFFE. Please see the instructions for a definition of substantial U.S. owner. If providing the form to an FFI treated as a reporting Model 1 FFI or reporting Model 2 FFI, an NFFE may also use this part for reporting its controlling U.S. persons under an applicable IGA.

 

Name		Address		TIN

 

 

 

Form W-8BEN-E (Rev. 10-2021)

 

24

 

Part XXX		Certification

 

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

• The entity identified on line 1 of this form is the beneficial owner of all the income or proceeds to which this form relates, is using this form to certify its status for chapter 4 purposes, or is submitting this form for purposes of section 6050W or 6050Y;

• The entity identified on line 1 of this form is not a U.S. person;

• This form relates to: (a) income not effectively connected with the conduct of a trade or business in the United States, (b) income effectively connected with the conduct of a trade or business in the United States but is not subject to tax under an income tax treaty, (c) the partner’s share of a partnership’s effectively connected taxable income, or (d) the partner’s amount realized from the transfer of a partnership interest subject to withholding under section 1446(f); and

• For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which the entity on line 1 is the beneficial owner or any withholding agent that can disburse or make payments of the income of which the entity on line 1 is the beneficial owner.

I agree that I will submit a new form within 30 days if any certification on this form becomes incorrect.

☐ I certify that I have the capacity to sign for the entity identified on line 1 of this form.

Sign Here

u

Signature of individual authorized to sign for beneficial owner

Print Name

Date (MM--DD-YYYY)

 

 

Form W-8BEN-E (Rev. 10-2021)

 

25

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

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

Lead Dealer Manager

Truist Securities, Inc.

3333 Peachtree Rd NE

Atlanta, GA 30326

Attention: Liability Management

Toll-free: 833-594-7730

Phone (Collect): 404-926-5262

liabilitymanagement@truist.com

Dealer Managers

 

Citigroup Global Markets Inc.		Morgan Stanley & Co. LLC		Wells Fargo Securities, LLC
388 Greenwich Street		1585 Broadway		550 South Tryon Street, 5th Floor
New York, New York 10013		New York, NY 10036		Charlotte, NC 28202
Attn: Liability Management Group		Attn: Equity Syndicate Department		Attn: Liability Management Group
Toll-Free: (800) 588 -3745		Toll-Free: (855) 483-0952		Toll-Free: (866) 309-6316
Collect: (212) 723 -6106				Collect: (704) 410-4235
Email: ny.liabilitymanagement@citi.com				Email: liabilitymanagement@wellsfargo.com

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers call: (212) 269-5550

or

Call Toll Free: (800) 848-3374

Email: equitable@dfking.com

 

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