Exhibit (a)(1)(B)
Letter of Transmittal Tender Common Stock
of
ARMSTRONG FLOORING, INC.
for an Aggregate Purchase Price of up to $50,000,000 in Cash of its Common Stock
at a Purchase Price Not Greater than $11.70 per Share Nor Less than $10.20 per Share
ARMSTRONG FLOORING, INC.
The undersigned represents that I/we have full authority to surrender without restriction the certificate(s) listed below. You are hereby authorized and instructed to deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a check representing a cash payment for common stock, par value $0.0001, of Armstrong Flooring, Inc. (the “Company”) (collectively, the “Shares”), tendered pursuant to this Letter of Transmittal, pursuant to (i) auction tenders at prices specified by the tendering stockholders of not greater than $11.70 per Share nor less than $10.20 per Share, or (ii) purchase price tenders, pursuant to which stockholders indicate they are willing to sell their Shares to the Company at the Purchase Price determined in the Offer (as defined below), in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated May 17, 2019 (the “Offer to Purchase”) and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). Capitalized terms used in this Letter of Transmittal but not defined herein have the meanings given in the Offer to Purchase.
|
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 A.M.,
|
Method of delivery of the Shares tendered hereby is at the option and risk of the owner thereof. See Instruction 2.
Pursuant to the offer of the Company to purchase up to $50,000,000 of the Shares of the Company, the undersigned encloses herewith and surrenders the following certificate(s) representing Shares of the Company:
| (1) DESCRIPTION OF SHARES TENDERED | ||||||||
| Name(s) and
Address(es) of Registered Owner(s) appear(s) on Share certificate(s)) |
Shares Tendered (attached additional list if necessary) | |||||||
| Certificated Shares** | Book-Entry Shares Tendered | |||||||
| Certificate Number(s)* |
Total Number of Shares Represented by Certificate(s)* |
Number of Shares Tendered** | ||||||
| Total Shares |
||||||||
|
* Need not be completed by book-entry stockholders. ** Unless otherwise indicated, it will be assumed that all Shares represented by certificates described above are being tendered hereby. | ||||||||
ARMSTRONG FLOORING, INC. LETTER OF TRANSMITTAL
I/we understand that the tender of Shares constitutes a representation and warranty to the Company that the undersigned has/have a NET LONG POSITION in the Shares or other securities exercisable or exchangeable therefor and that such tender complies with Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended. I/we authorize the Company to withhold all applicable taxes and tax-related items legally payable by the undersigned.
| (2) Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears above or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith | ||||
| X | ||||
| Signature of Stockholder | Date | Daytime Telephone # | ||
| X | ||||
| Signature of Stockholder | Date | Daytime Telephone # | ||
|
Signature Guarantee Medallion
| ||||
|
(Title of Officer Signing This Guarantee)
| ||||
|
(Name of Guarantor - Please Print)
| ||||
| (Address of Guarantor Firm) | ||||
| (3) Backup Withholding | ||||
| PLEASE SEE THE SECTION ENTITLED “IMPORTANT U.S. FEDERAL INCOME TAX INFORMATION” AND THE ACCOMPANYING FORM W-9 AND INSTRUCTIONS THERETO TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER IF YOU ARE A U.S. TAXPAYER. | ||||
| Please note that American Stock Transfer & Trust Company, LLC may withhold a portion of your proceeds as required by the Internal Revenue Service (“IRS”) if the Taxpayer ID or Social Security Number is not properly certified on our records. | ||||
| If you are a non-U.S. Taxpayer, please complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY (with any required attachments), W-8ECI, or W8EXP, as applicable (which may be obtained on the IRS website (www.irs.gov)). | ||||
Mail or deliver this Letter of Transmittal, together with any certificate(s) representing your Shares, to:
| By First Class Mail: | By Overnight Courier or Express Mail: | |
| The American Stock | The American Stock | |
| Transfer & Trust Company, LLC | Transfer & Trust Company, LLC | |
| Operations Center | Operations Center | |
| Attn: Reorganization Department | Attn: Reorganization Department | |
| P.O. Box 2042 | 6201 15th Avenue | |
| Brooklyn, New York 11219 | Brooklyn, New York 11219 | |
By Facsimile Transmission (for Eligible Institutions Only):
(718) 234-5001
To Confirm Facsimile via Phone:
(800) 937-5449
Indicate below the order (by certificate number) in which Shares are to be purchased in the event of proration. If you do not designate an order, if less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary.
| 1st |
|
2nd |
|
3rd |
|
4th |
|
5th |
|
| (4) Auction Price Tender: Price (in Dollars) per Share at Which Shares Are Being Tendered: | ||
|
By checking one of the following boxes below instead of the box under Section 5, “Purchase Price Tender,” you are tendering Shares at the price checked. This election could mean that none of the Shares being tendered hereby will be purchased if the price checked below is higher than the Purchase Price, as determined pursuant to the Offer to Purchase. If you wish to tender different Shares at different prices, you must complete a separate Letter of Transmittal for each tender of Shares. (See Section 3 of the Offer to Purchase and Instruction 5 to this Letter of Transmittal).
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED CHECK ONLY ONE BOX, AND IF MORE THAN ONE BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. IF NO BOX IS CHECKED IN THIS SECTION 4 AND NO BOX IS CHECKED IN SECTION 5, “PURCHASE PRICE TENDER,” YOU WILL BE DEEMED TO HAVE MADE A PURCHASE PRICE TENDER.
(Stockholders who desire to tender different Shares at different prices must complete a separate Letter of Transmittal for each tender of Shares.) | ||
| ☐ Price $10.20 | ☐ Price $11.00 | |
| ☐ Price $10.30 | ☐ Price $11.10 | |
| ☐ Price $10.40 | ☐ Price $11.20 | |
| ☐ Price $10.50 | ☐ Price $11.30 | |
| ☐ Price $10.60 | ☐ Price $11.40 | |
| ☐ Price $10.70 | ☐ Price $11.50 | |
| ☐ Price $10.80 | ☐ Price $11.60 | |
| ☐ Price $10.90 | ☐ Price $11.70 | |
| (5) Purchase Price Tender: |
|
☐ By checking this one box instead of one of the price boxes under Section 4, “Auction Price Tender: Price (In Dollars) per Share at Which Shares Are Being Tendered,” you are tendering Shares and are willing to accept the Purchase Price, as the same shall be determined by the Company, in accordance with the terms of the Offer. This action will maximize the chance of having the Company purchase your Shares being tendered hereby pursuant to the Offer (subject to the provisions relating to “odd lots” priority, proration and conditional tender). Note that this election is deemed to be a tender of Shares at the minimum price of $10.20 per Share and could result in the tendered Shares being purchased at the minimum price of $10.20 per Share. (See Section 3 of the Offer to Purchase and Instruction 6 to this Letter of Transmittal). |
| (6) ODD LOTS |
| As described in Section 1 of the Offer to Purchase, under certain conditions, stockholders holding fewer than one hundred (100) Shares may have their Shares accepted for payment before any proration of other tendered Shares. This preference is not available to partial tenders, or to beneficial or record holders of an aggregate of one hundred (100) or more Shares, even if these holders have separate accounts or certificates representing fewer than one hundred (100) Shares. Accordingly, this section is to be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than one hundred (100) Shares. The undersigned either (check one box): |
|
☐ is the beneficial or record owner of an aggregate of fewer than one hundred (100) Shares, all of which are being tendered; or |
|
☐ is a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for the beneficial owner(s), Shares with respect to which it is the record holder and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than one hundred (100) Shares and is tendering all of such Shares. |
3
| (7) CONDITIONAL TENDER |
| As described in Section 6 of the Offer to Purchase, a tendering stockholder may condition his or her tender of Shares upon the Company purchasing all or a specified minimum number of the Shares tendered. Unless at least the minimum number of Shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered by you will be purchased. Stockholders are urged to consult with their own investment or tax advisors before completing this section. No assurances can be provided that a conditional tender will achieve any intended U.S. federal income tax result for any stockholder tendering Shares. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional. |
|
☐ The minimum number of Shares that must be purchased from me/us, if any are purchased from me/us, is: Shares. |
|
If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her Shares at or below the Purchase Price and checked this box: |
|
☐ The tendered Shares represent all Shares held by the undersigned.
|
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.
| (8) Special Payment Instructions | ||
| If you want your check for cash and/or certificate(s) for Shares not tendered or not purchased to be issued in another name, fill in this section with the information for the new account name. | Signature Guarantee Medallion | |
|
|
| |
| Name (Please Print First, Middle & Last Name) | (Title of Officer Signing This Guarantee) | |
|
Address (Number and Street) |
(Name of Guarantor - Please Print) | |
|
(City, State & Zip Code) |
(Address of Guarantor Firm) | |
|
(Tax Identification or Social Security Number)
|
| |
| (9) Special Delivery Instructions | ||
| Fill in ONLY if mailing to someone other than the undersigned or to the undersigned at an address other than that shown on the front of this card.
Mailing certificate(s) and/or check(s) to: |
Signature Guarantee Medallion | |
|
|
| |
| Name (Please Print First, Middle & Last Name) | (Title of Officer Signing This Guarantee) | |
|
Address (Number and Street) |
(Name of Guarantor - Please Print) | |
|
(City, State & Zip Code)
|
(Address of Guarantor Firm)
| |
If you cannot produce some or all of the Company’s Share certificates, you must obtain a lost instrument open penalty surety bond. Please refer to the bottom of this form for additional information.
4
| (10) LOST OR DESTROYED CERTIFICATE(S) |
|
If your certificate for part or all of your shares has been lost, stolen, destroyed or mutilated, you should contact American Stock Transfer & Trust Company, LLC, the Depositary and the Company’s transfer agent for the Shares, at 1-800-937-5449, for instructions as to obtaining an Affidavit of Loss. The executed Affidavit of Loss will then be required to be submitted together with this completed Letter of Transmittal in order to receive payment for the Shares you tender. In certain circumstances, you may be required to pay a fee. In addition, a bond may be required to be posted by you to secure against the risk the certificates may be subsequently re-circulated. You are urged to contact American Stock Transfer & Trust Company, LLC immediately in order to receive further instructions to permit timely processing of this documentation, and for a determination as to whether you will need to pay a fee or post a bond.
|
5
INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL
| 1. | Sign, date and include your daytime telephone number in this Letter of Transmittal in Box 2, and after completing all other applicable sections, return this form in the enclosed envelope. If your Shares are represented by physical certificates, include them in the enclosed envelope as well. |
| 2. | PLEASE SEE THE SECTION ENTITLED “IMPORTANT U.S. FEDERAL INCOME TAX INFORMATION” AND THE ACCOMPANYING FORM W-9 AND INSTRUCTIONS THERETO TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER IF YOU ARE A U.S. TAXPAYER. Please note that American Stock Transfer & Trust Company, LLC may withhold a portion of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number is not properly certified on the accompanying Form W-9. If you are a non-U.S. Taxpayer, please complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY (with any required attachments), W-8ECI, or W8EXP, as applicable (which may be obtained from the IRS website (www.irs.gov)). |
| 3. | Your certificated Shares and/or the book-entry Shares you hold are shown in Box 1. |
| 4. | Please indicate the total number of certificated Shares and/or book-entry Shares you are tendering in Box 1. If you are tendering all of your Shares, please write “all” in the spaces provided. |
| 5. | Indication of Price at Which Shares Are Being Tendered. If you want to tender your Shares at a specific per Share price within the $11.70 to $10.20 range, you must properly complete the pricing section of this Letter of Transmittal, which is called “Auction Price Tender: Price (in Dollars) per Share at Which Shares Are Being Tendered.” You must check only one box in the pricing section. If more than one box is checked, your Shares will not be properly tendered. If you want to tender different Shares at different prices, you must complete a separate Letter of Transmittal for each tender of Shares. However, the same Shares cannot be tendered at more than one price, unless previously and properly withdrawn as provided in Section 4 of the Offer to Purchase. |
| 6. | Making a Tender of Shares Pursuant to a Purchase Price Tender. By checking the box in Section 5 instead of one of the price boxes in Section 4 or by completing this Letter of Transmittal without checking one of the price boxes in Section 4, you are deemed to be tendering Shares pursuant to a Purchase Price Tender and are agreeing that you are willing to accept the purchase price selected by the Company in accordance with the terms of the Offer. This action will maximize the chance of having the Company purchase your Shares pursuant to the Offer (subject to proration). Note that this election is deemed to be a tender of Shares at the minimum price of $10.20 per Share and could result in your Shares being purchased at the minimum price of $10.20 per Share. See Section 3 of the Offer to Purchase. |
| 7. | Please see the Offer to Purchase for additional information regarding Box 6. |
| 8. | If you want your check for cash and/or certificate(s) for Shares not tendered or not purchased to be issued in another name, fill in Box 8 with the information for the new account name. If you complete Box 8, your signature(s) must be guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program, New York Stock Exchange Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or which is an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. |
| 9. | Complete Box 9 only if the proceeds of this transaction and/or any unaccepted Shares are to be transferred to a person other than the registered holder or to a different address. If you complete Box 9, your signature(s) must be guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program, New York Stock Exchange Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or which is an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. |
The Company will pay all stock transfer taxes, if any, payable on the purchase by the Company of Shares pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances
6
permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of all stock transfer taxes or stamp duties, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person, will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes or stamp duties, or exemption from payment of the stock transfer taxes or stamp duties, is submitted to the Depositary. See Section 5 of the Offer to Purchase.
| 10. | If you do not hold your Shares in book-entry form and you cannot produce some or all of your Company Share certificates, you must obtain a lost instrument open penalty surety bond with American Stock Transfer & Trust Company, LLC. To do so through American Stock Transfer & Trust Company, LLC’s program, please contact American Stock Transfer & Trust Company, LLC for further instructions. |
| 11. | If you want to tender your Shares pursuant to the Offer but (a) the certificates for your Shares are not immediately available, or cannot be delivered to the Depositary within the required time, (b) you cannot comply with the procedure for book-entry transfer on a timely basis or (c) your other required documents cannot be delivered to the Depositary prior to the Expiration Date, you may still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. |
| 12. | The Company will determine in its sole discretion the number of Shares to accept and the validity, eligibility and acceptance for payment of any tender. There is no obligation on the part of the Company, the Dealer Manager, the Depositary or the Information Agent to give notice of any defects or irregularities to stockholders. See Section 3 of the Offer to Purchase for additional information. |
| 13. | If any of the Shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal. If any Shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to the Company of his or her authority to so act must be submitted with this Letter of Transmittal. |
If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for Shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on this Letter of Transmittal and on any such certificates or stock powers must be guaranteed by an eligible institution. If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Shares tendered hereby, or if payment is to be made or certificate(s) for Shares not tendered or not purchased are to be issued to a person other than the registered owner(s), the certificate(s) representing such Shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution. See Section 3 of the Offer to Purchase.
| 14. | If any of the space provided above is inadequate, the additional information should be listed on a separated signed schedule attached hereto. |
| 15. | Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer). If fewer than all the Shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in Box 1. In that case, if any tendered Shares are purchased, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the expiration of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. |
| 16. | Please see the Offer to Purchase for additional information. |
7
IMPORTANT U.S. FEDERAL INCOME TAX INFORMATION
This is a summary only of certain U.S. federal income tax considerations. Stockholders should consult with their own tax advisor regarding the tax consequences with respect to their particular circumstances.
In order to avoid backup withholding of U.S. federal income tax on payments pursuant to the Offer, a U.S. stockholder tendering Shares must, unless an exemption applies, provide American Stock Transfer & Trust Company, LLC (the “Depositary”) with such stockholder’s correct taxpayer identification number (“TIN”), certify under penalties of perjury that such TIN is correct (or that such stockholder is waiting for a TIN to be issued) and provide certain other certifications by completing the IRS Form W-9 accompanying this Letter of Transmittal. If a stockholder does not provide his, her or its correct TIN or fails to provide the required certifications, the IRS may impose certain penalties on such stockholder, and payment to such stockholder pursuant to the Offer may be subject to backup withholding. All U.S. stockholders tendering Shares pursuant to the Offer should complete and sign the IRS Form W-9 to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Depositary). To the extent that a U.S. stockholder designates another U.S. person to receive payment, such other person may be required to provide a properly completed IRS Form W-9.
Backup withholding is not an additional tax. Rather, the amount of the backup withholding may be credited against the U.S. federal income tax liability of the person subject to the backup withholding. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder by timely providing the required information to the IRS.
If the stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, then the stockholder should write “APPLIED FOR” in the space for the TIN in Part I of the IRS Form W-9 and should sign and date the IRS Form W-9. If the Depositary has not been provided with a properly certified TIN by the time of payment, backup withholding will apply. If the Shares are held in more than one name or are not in the name of the actual owner, consult the instructions on the IRS Form W-9 for additional guidance on which name and TIN to report.
Certain stockholders (including, among others, C corporations, individual retirement accounts and certain foreign individuals and entities) are not subject to backup withholding but may be required to provide evidence of their exemption from backup withholding. Exempt U.S. stockholders should check the “Exempt payee” box on the IRS Form W-9. See the accompanying IRS Form W-9 for more instructions.
Non-U.S. stockholders, such as non-resident alien individuals and foreign entities, including a disregarded U.S. domestic entity that has a foreign owner, should not complete an IRS Form W-9. Instead, to establish an applicable withholding exemption, a non-U.S. stockholder (or a stockholder’s non-U.S. designee, if any) may be required to properly complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY (with any required attachments), W-8ECI, or W-8EXP, as applicable, signed under penalties of perjury, attesting to such exempt status (which may be obtained on the IRS website (www.irs.gov)).
The foregoing is a summary only of certain U.S. federal income tax considerations. Stockholders are urged to consult their own tax advisor regarding the tax consequences with respect to their particular circumstances and to determine whether they are exempt from these backup withholding and reporting requirements.
8
| Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service |
Request for Taxpayer Identification Number and Certification
u Go to www.irs.gov/FormW9 for instructions and the latest information. |
Give Form to the requester. Do not | ||
| Print or type See Specific Instructions on page 2.
|
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
|
|||||||||||||||||||||||
|
2 Business name/disregarded entity name, if different from above
|
||||||||||||||||||||||||
| 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. | 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
Exempt payee code (if any)
Exemption from FATCA reporting code (if any)
(Applies to accounts maintained outside the U.S.) | |||||||||||||||||||||||
|
☐ Individual/sole proprietor or single-member LLC |
☐
|
C Corporation
|
☐
|
S Corporation
|
☐
|
Partnership
|
☐
|
Trust/estate
|
||||||||||||||||
|
☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check
☐ Other (see instructions) u |
||||||||||||||||||||||||
|
5 Address (number, street, and apt. or suite no.) See instructions.
|
Requester’s name and address (optional) | |||||||||||||||||||||||
|
6 City, state, and ZIP code
|
||||||||||||||||||||||||
|
7 List account number(s) here (optional)
|
||||||||||||||||||||||||
| 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. Also see 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 u |
Date u |
| Cat. No. 10231X | Form W-9 (Rev. 10-2018) |
| Form W-9 (Rev. 10-2018) | Page 2 |
| Form W-9 (Rev. 10-2018) | Page 3 |
| Form W-9 (Rev. 10-2018) | Page 4 |
| Form W-9 (Rev. 10-2018) | Page 5 |
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.