Attached files
file | filename |
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8-K - FORM 8-K - WHITING PETROLEUM CORP | d799266d8k.htm |
EX-99.4 - EX-99.4 - WHITING PETROLEUM CORP | d799266dex994.htm |
EX-12.2 - EX-12.2 - WHITING PETROLEUM CORP | d799266dex122.htm |
EX-23.2 - EX-23.2 - WHITING PETROLEUM CORP | d799266dex232.htm |
EX-99.3 - EX-99.3 - WHITING PETROLEUM CORP | d799266dex993.htm |
EX-99.2 - EX-99.2 - WHITING PETROLEUM CORP | d799266dex992.htm |
EX-23.1 - EX-23.1 - WHITING PETROLEUM CORP | d799266dex231.htm |
EX-12.1 - EX-12.1 - WHITING PETROLEUM CORP | d799266dex121.htm |
Exhibit 99.1
Letter of Consent
WHITING PETROLEUM CORPORATION
Consent Solicitations and Offers to Guarantee Relating to:
Issuer |
Debt Security Description |
CUSIP No. |
Aggregate Principal Amount |
|||||
Kodiak Oil & Gas Corp. |
8.125% Senior Notes Due 2019 (the 2019 Notes) | 50015Q AB6 | $ | 800,000,000 | ||||
Kodiak Oil & Gas Corp. |
5.500% Senior Notes Due 2021 (the 2021 Notes) | 50015Q AF7 | $ | 350,000,000 | ||||
Kodiak Oil & Gas Corp. |
5.500% Senior Notes Due 2022 (the 2022 Notes) | 50015Q AH3 | $ | 400,000,000 |
The expiration time for the Consent Solicitations and Offers to Guarantee (as defined herein) is 5:00 p.m., New York City time, on October 17, 2014, unless extended (such time and date, as it may be extended, the Expiration Time). Consents (as defined herein) may be revoked at any time prior to the earlier of (i) the Expiration Time, and (ii) the time at which the Required Consents (as defined herein) have been received (the Revocation Deadline). Any notice of revocation received after the Revocation Deadline will not be effective.
The Tabulation Agent for the Consent Solicitation is:
Global Bondholder Services Corporation
By facsimile:
(For Eligible Institutions only):
(212) 430-3775/3779
Confirmation:
(212) 430-3774
By Mail: | By Overnight Courier: | By Hand: | ||
65 Broadway Suite 404 | 65 Broadway Suite 404 | 65 Broadway Suite 404 | ||
New York, New York 10006 | New York, New York 10006 | New York, New York 10006 |
DELIVERY OF THIS LETTER OF CONSENT (LETTER OF CONSENT) TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The Instructions contained herein should be read carefully before this Letter of Consent is completed.
HOLDERS OF 2019 NOTES, 2021 NOTES AND 2022 NOTES (COLLECTIVELY, THE KODIAK NOTES) THAT WISH TO BE ELIGIBLE TO RECEIVE THE CONSENT PAYMENT (AS DEFINED HEREIN) PURSUANT TO THE CONSENT SOLICITATIONS AND OFFERS TO GUARANTEE MUST VALIDLY DELIVER AND NOT REVOKE THEIR CONSENTS TO THE TABULATION AGENT PRIOR TO THE EXPIRATION TIME. A HOLDER OF NOTES WHO DOES NOT SUBMIT A CONSENT IN RESPECT OF SUCH KODIAK NOTES WILL NOT BE ENTITLED TO RECEIVE A CONSENT PAYMENT IN RESPECT OF SUCH KODIAK NOTES.
All capitalized terms used and not defined herein have the meanings ascribed to them in the Consent Solicitation Statement/Prospectus Supplement dated October 6, 2014 of Whiting Petroleum Corporation, a Delaware corporation (Whiting) (as the same may be amended or supplemented from time to time, the Consent Solicitation Statement/Prospectus Supplement).
References herein to holders are to holders on the Record Date (as defined herein) and persons with proxies therefrom (including DTC Participants). Only holders may consent to the proposed amendments described in the Consent Solicitation Statement/Prospectus Supplement (a Consent), and, unless revoked by the holders in the manner described in the Consent Solicitation Statement/Prospectus Supplement, such Consents will be binding on all subsequent transferees of the Kodiak Notes with respect to which Consents were given. Any beneficial owner of Kodiak Notes held through a DTC Participant must arrange for such DTC Participant to execute and deliver a timely Consent on behalf of such beneficial owner.
In connection with the consent solicitation, Whiting is offering to (i) issue an unconditional and irrevocable guarantee (the Whiting Guarantee) of the prompt payment, when due, of any amount owed to the holders of the Kodiak Notes under the Kodiak Notes and the Indentures and any other amounts due pursuant to the Indentures and (ii) make a payment equal to $2.50 for each $1,000 principal amount of Kodiak Notes held (the Consent Payment) to holders of Kodiak Notes who provide valid and unrevoked Consents prior to the Expiration Time (the Consent Solicitations and Offers to Guarantee), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement/Prospectus Supplement and this Letter of Consent. In order to adopt the proposed amendments to each Indenture, Consents must be received from holders at 5:00 p.m., New York City time, on October 3, 2014 (the Record Date) of the Kodiak Notes in respect of at least a majority in aggregate principal amount of Kodiak Notes outstanding under such Indenture (the Required Consents).
By execution hereof, the undersigned acknowledges receipt of the Consent Solicitation Statement/Prospectus Supplement.
Promptly upon receipt of the Required Consents for each Indenture, Whiting, Kodiak, the Kodiak Guarantors, the Trustee and the Canadian Trustee will execute a supplemental indenture to such Indenture (each a Supplemental Indenture and collectively, the Supplemental Indentures) that will include the proposed amendments to such Indenture and the Whiting Guarantee. The Supplemental Indentures will become effective upon their execution and delivery, but the proposed amendments will not become operative and the Whiting Guarantee will not be issued until the completion of the Arrangement. Assuming the Required Consents are obtained, the Consent Payment will be made as soon as practicable following the completion of the Arrangement. Obtaining the Required Consents and execution and delivery of the Supplemental Indentures are not conditions to the completion of the Arrangement.
None of Whiting, Kodiak, the Kodiak Guarantors, the Solicitation Agent, the Information Agent, the Tabulation Agent, the Trustee or the Canadian Trust or any of their affiliates makes any recommendation as to whether or not the Holders of the Kodiak Notes should consent to the adoption of the Proposed Amendments. Holders must make their own decisions as to whether to deliver consents.
The undersigned hereby represents and warrants that the undersigned has full power and authority to execute the Consent contained herein. The undersigned will, upon request, execute and deliver any additional documents deemed by Whiting to be necessary or desirable to perfect the undersigneds Consent.
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The undersigned hereby agrees that it will not revoke any Consent it grants hereby except in accordance with the procedures set forth in the Consent Solicitation Statement/Prospectus Supplement.
The undersigned understands that Consents delivered pursuant to any of the procedures described under Consent Procedures in the Consent Solicitation Statement/Prospectus Supplement and in the instructions hereto will constitute a binding agreement between the undersigned and Whiting upon the terms and subject to the conditions of the Consent Solicitations and Offers to Guarantee, which agreement will be governed by, and construed in accordance with, the laws of the State of New York. All authority conferred or agreed to be conferred by this Consent shall survive the death, incapacity, dissolution or liquidation of the undersigned and every obligation of the undersigned under this Consent shall be binding on the undersigneds heirs, personal representatives, successors and assigns.
The undersigned hereby irrevocably constitutes and appoints the Tabulation Agent its agent and attorney-in-fact (with full knowledge that the Tabulation Agent also acts as the agent of Whiting) with respect to the Consent given hereby with full power of substitution to deliver this Consent to Whiting. The Power of Attorney granted in this paragraph shall be deemed irrevocable from and after the Expiration Time and coupled with an interest.
Unless otherwise specified in the table below, this Consent relates to the total aggregate principal amount of Kodiak Notes held by the undersigned. If this Consent relates to less than the total principal amount of Kodiak Notes so held of record in the name of the undersigned, the undersigned has listed on the table below the principal amount of Kodiak Notes for which this Consent is given. If the space provided below is inadequate, affix a signed schedule to this Letter of Consent.
THE UNDERSIGNED UNDERSTANDS THAT BY EXECUTING AND DELIVERING (AND NOT SUBSEQUENTLY REVOKING) THIS CONSENT TO THE TABULATION AGENT IN ACCORDANCE WITH THE TERMS CONTAINED HEREIN AND IN THE CONSENT SOLICITATION STATEMENT/PROSPECTUS SUPPLEMENT, THE UNDERSIGNED WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSED AMENDMENTS. THE UNDERSIGNED FURTHER UNDERSTANDS THAT DELIVERY OF THIS CONSENT SHALL CONSTITUTE DIRECTION TO THE TRUSTEE AND THE CANADIAN TRUSTEE TO EXECUTE THE SUPPLEMENTAL INDENTURES WITH RESPECT TO WHICH THIS CONSENT RELATES, SUBJECT TO THE RECEIPT OF THE REQUIRED CONSENTS.
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Please sign your name and date below to evidence your Consent to the proposed amendments and to evidence the appointment of the Tabulation Agent as your agent and attorney-in-fact in connection with this Consent. The undersigned acknowledges that it must comply with the other provisions of this Consent, and complete the information required herein, to validly consent to the proposed amendments.
PLEASE COMPLETE THESE TABLES
DTC IDENTIFICATION |
DESCRIPTION OF KODIAK NOTES |
|||||||||||
DTC Participant
Name |
DTC Participant
Number |
Title and CUSIP |
Aggregate Principal Amount of Kodiak Notes* |
Certificate Number and Principal Amount with Respect to which Consents are Given (Complete only if Consents relate to less than entire aggregate principal amount)* |
||||||||
8.125% Senior Notes Due 2019 (CUSIP 50015Q AB6) |
$ | $ | ||||||||||
5.500% Senior Notes Due 2021 (CUSIP 50015Q AF7) |
$ | $ | ||||||||||
5.500% Senior Notes Due 2022 (CUSIP 50015Q AH3) |
$ | $ |
* | Unless otherwise indicated in the column labeled Principal Amount with Respect to which Consents are Given, the holder will be deemed to have consented in respect of the entire aggregate principal amount represented by the Kodiak Notes indicated in the column labeled Aggregate Principal Amount of Kodiak Notes. |
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IMPORTANTREAD CAREFULLY
An authorized DTC Participant must execute this Consent exactly as its name appears on DTCs position listing as of the Record Date. If the Kodiak Notes are held by two or more holders, all such holders must sign this Consent. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to Whiting of such persons authority so to act.
X |
X |
Signature(s) of Registered Holder(s) or Authorized Signatory |
Dated: , 2014 |
Name(s): |
(Please Print) |
Capacity: |
Address: |
(Including Zip Code) |
Area Code and Telephone No.: |
Tax Identification or Social Security No.: |
IMPORTANT: COMPLETE FORM W-9 HEREIN OR APPLICABLE FORM W-8
SIGNATURE GUARANTEE (See Instruction 4 below) Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor |
Name of Eligible Institution Guaranteeing Signatures |
Address (including zip code) and Telephone Number (including area code)
|
Authorized Signature
|
Title |
Date: , 2014
|
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CONSENT PAYMENT INSTRUCTIONS
Assuming receipt of the Required Consents, as soon as practicable after completion of the Arrangement, Whiting will cause the Consent Payment to be paid to each holder of Kodiak Notes who has delivered to the Tabulation Agent (and has not revoked) a valid Consent with respect to such Kodiak Notes prior to the Expiration Time. Only a holder in respect of which there has been delivered a valid and unrevoked Consent prior to the Expiration Time will be entitled to receive a Consent Payment. A holder of a Kodiak Note who does not submit a Consent in respect of such Kodiak Note will not be entitled to receive a Consent Payment in respect of such Kodiak Note even if the proposed amendments become effective.
Holders whose Consents are not received by the Tabulation Agent prior to the Expiration Time will NOT be entitled to a Consent Payment. The method of delivery of all documents is at the election of the holder.
Unless wire transfer instructions are provided below, the Consent Payments will be paid by check. Unless otherwise indicated below, the check will be issued in the name of, and sent to, the holder.
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WIRE TRANSFER INSTRUCTIONS (Please Print) |
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Bank Name: |
City, State: |
ABA #: |
Account Name: |
Checking A/C #: |
f/f/c #: |
Re: |
||||
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Consent
1. Delivery of this Letter of Consent; Holders Entitled to Consent. Subject to the terms and conditions of the Consent Solicitations and Offers to Guarantee, a properly completed and duly executed copy of this Consent and any other documents required by this Consent must be received by the Tabulation Agent at its address or facsimile number set forth on the cover hereof prior to the Expiration Time. If you are a beneficial owner of Kodiak Notes held through a bank, broker or other financial institution, to Consent to the proposed amendment you must arrange for the bank, broker or other financial institution that is the holder to either (1) execute this Letter of Consent and deliver it to the Tabulation Agent before the Expiration Time or (2) forward a duly executed proxy authorizing you as beneficial owner to execute and deliver this Letter of Consent on behalf of the holder with respect to the Kodiak Notes that you beneficially own. In the case of clause (2) of the preceding sentence, you must deliver an executed Letter of Consent, together with the proxy, to the Tabulation Agent prior to the Expiration Time. A Consent by a holder is a continuing Consent notwithstanding that the registered ownership of a Kodiak Note has been transferred, unless the holder of the Kodiak Note that gave the Consent timely revokes the prior Consent in accordance with the procedures set forth herein and in the Consent Solicitation Statement/Prospectus Supplement. The method of delivery of Consents and all other required documents to the Tabulation Agent is at the election of the consenting holder, and the delivery will be deemed made only when actually received by the Tabulation Agent. In all cases, sufficient time should be allowed to assure timely delivery. NO CONSENT SHOULD BE SENT TO ANY PERSON OTHER THAN THE TABULATION AGENT. HOWEVER, WHITING RESERVES THE RIGHT TO ACCEPT ANY CONSENT RECEIVED BY IT, KODIAK, THE KODIAK GUARANTORS, THE SOLICITATION AGENT, THE TRUSTEE OR THE CANADIAN TRUSTEE.
2. Solicitation Period. Whiting expressly reserves the right to extend the Consent Solicitations and Offers to Guarantee from time to time or for such period or periods as it may determine in its discretion by giving oral (to be confirmed in writing) or written notice of such extension to the Tabulation Agent and by making a public announcement by press release at or prior to 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration time. During any extension of the Consent Solicitations and Offers to Guarantee, all consents validly executed and delivered to the Tabulation Agent will remain effective unless validly revoked prior to the Revocation Deadline.
Whiting expressly reserves the right, in its discretion, to terminate the Consent Solicitations and Offers to Guarantee for any reason. Any such termination will be followed promptly by public announcement thereof. In the event Whiting terminates the Consent Solicitations and Offers to Guarantee, it will give prompt notice thereof to the Tabulation Agent and the Consents previously executed and delivered will be of no further force and effect.
3. Questions Regarding Validity, Form, Legality, etc. All questions as to the validity, form and eligibility (including time of receipt) regarding the Consent procedures will be determined by Whiting in its sole discretion, which determination will be conclusive and binding subject only to such final review as may be prescribed by the Tabulation Agent concerning proof of execution and ownership. Whiting reserves the right to reject any or all Consents that are not in proper form or the acceptance of
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which could, in the opinion of Whiting or its counsel, be unlawful. Whiting also reserves the right, subject to such final review as the Tabulation Agent prescribes for the proof of execution and ownership, to waive any defects or irregularities in connection with deliveries of particular Consents. Unless waived, any defects or irregularities in connection with deliveries of Consents must be cured within such time as Whiting determines. None of Whiting, its affiliates, the Solicitation Agent, the Information Agent, the Tabulation Agent, the Trustee, the Canadian Trustee or any other person shall be under any duty to give any notification of any such defects or irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Consents will not be deemed to have been made until any irregularities or defects therein have been cured or waived. Whitings interpretations of the terms and conditions of the Consent Solicitations and Offers to Guarantee shall be conclusive and binding.
4. Signatures on this Consent. Letters of Consent must be executed in exactly the same manner as those holders names appear on the certificates representing the Kodiak Notes or on the position listings of DTC, as applicable. If the Kodiak Notes to which a Letter of Consent relates are registered in the names of two or more holders, all of those holders must sign the Letter of Consent. If a Letter of Consent is signed by a trustee, partner, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must so indicate when signing, and proper evidence of that persons authority to so act must be submitted with the Letter of Consent.
If the Letter of Consent is executed by a person or entity who is not the holder, then the holder must sign a valid proxy, with the signature of such holder guaranteed by a participant in a recognized medallion signature program (a Medallion Signature Guarantor).
No Medallion Signature Guarantor is required (1) if the Letter of Consent is signed by the holder(s) of the Kodiak Notes with respect to which the Letter of Consent is delivered (or by a DTC Participant) and payment of the Consent Payment is to be paid directly to such holder(s) and the box entitled Special Payment Instructions or Special Delivery Instructions on the Letter of Consent has not been completed or (2) if the Letter of Consent is delivered by or for the account of a firm or any other entity identified in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein): (a) a bank; (b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; (c) a credit union; (d) a national securities exchange, registered securities association or clearing agency; or (e) a savings association. In all other cases, all signatures on Letters of Consent must be guaranteed by a Medallion Signature Guarantor.
5. Revocation of Consents. Any holder of Kodiak Notes that has given a Consent may revoke such Consent as to such Kodiak Notes by delivering a written notice of revocation to the Tabulation Agent prior to the Revocation Deadline in accordance with the procedure described in the Consent Solicitation Statement/Prospectus Supplement. The transfer of Kodiak Notes will not have the effect of revoking any Consent theretofore validly given by a subsequent holder of such Kodiak Notes, and each properly completed and executed Consent will be counted notwithstanding a subsequent transfer of the Kodiak Notes to which such Consent relates, unless the procedure for revoking Consents described in the Consent Solicitation Statement/Prospectus Supplement and below has been complied with.
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In order for a holder of the Kodiak Notes to revoke a previously given Consent, such holder must, prior to the Revocation Deadline, deliver to the Tabulation Agent at the address set forth on the back cover page of the Consent Solicitation Statement/Prospectus Supplement and on this Letter of Consent a written revocation of such Consent, containing the name of the person who delivered the Consent, the name of the holder and the description and CUSIP Number of the Kodiak Notes to which it relates and the aggregate principal amount represented by such Kodiak Notes. The revocation of Consent must be signed by the holder thereof in the same manner as the original signature on the Letter of Consent (including any required Medallion Signature Guarantor) or be accompanied by evidence satisfactory to Whiting and the Tabulation Agent that the person revoking the Consent has the legal authority to revoke such Consent on behalf of the holder. If the Letter of Consent was executed by a person other than the holder of the Kodiak Notes, the notice of revocation of Consent must be accompanied by a valid proxy signed by such holder and authorizing the revocation of the holders Consent.
A revocation of a Consent may only be rescinded by the execution and delivery of a new Consent, in accordance with the procedures herein described by the holder who delivered such revocation.
6. Taxpayer Identification Number. Each consenting holder is required to provide the Tabulation Agent with the holders correct taxpayer identification number (TIN), generally the holders social security or federal employee identification number, on the Form W-9 herein, which is provided under Important Tax Information below, or alternatively, to establish another basis for exemption from backup withholding. A holder must cross out item (2) in the Certification box on the Form W-9 herein if such holder is subject to backup withholding. In addition to potential penalties, failure to provide the correct information on the form may subject the holder to 28% U.S. backup withholding on the Consent Payment made to the holder or other payee with respect to the Consent Solicitations and Offers to Guarantee. A holder should write Applied For in the space provided in Part I of the form and complete the attached Certificate of Awaiting Taxpayer Identification Number if the consenting holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. In such case, the Tabulation Agent will withhold 28% of all such payments of the Consent Payment until a TIN is provided to the Tabulation Agent, and if the Tabulation Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. A holder who writes Applied For in Part I in lieu of furnishing his or her TIN should furnish his or her TIN as soon as it is received. A holder that is not a United States person may qualify as an exempt recipient by submitting to the Tabulation Agent a properly completed Form W-8BEN, Form W-8BEN-E, Form W-8ECI or Form W-8IMY, as applicable (which the Tabulation Agent will provide upon request), signed under penalty of perjury, attesting to that holders exempt status.
7. Amendment of Terms. Whiting expressly reserves the right, in its sole discretion, at any time to amend any of the terms of the Consent Solicitation and the Offer to Guarantee. If the terms of the Consent Solicitations and Offers to Guarantee are amended prior to the Expiration Time in a manner that constitutes a material change, Whiting will promptly give oral (to be confirmed in writing) or written notice of such amendment to the Tabulation Agent and disseminate a Consent Solicitation Statement/Prospectus Supplement in a manner reasonably designed to give holders of the Kodiak Notes notice of the change on a timely basis.
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8. Requests for Assistance and Additional Copies. Questions regarding the Consent Solicitations and Offers to Guarantee and the terms and conditions thereof should be directed to the Information Agent or the Solicitation Agent, whose respective addresses and telephone numbers are set forth on the back cover page of the Consent Solicitation Statement/Prospectus Supplement, or to your broker, dealer, commercial bank, trust company or other nominee institution. Requests for assistance in filling out and delivering Consents or for additional copies of the Consent Solicitation Statement/Prospectus Supplement and this Letter of Consent should be directed to the Information Agent, whose address and telephone numbers are set forth on the cover page of this Letter of Consent.
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IMPORTANT TAX INFORMATION
Under federal income tax law, the Tabulation Agent may be required to withhold 28% of the amount of the Consent Payment paid to certain holders pursuant to the Consent Solicitations and Offers to Guarantee. In order to avoid such backup withholding, each holder must provide the Tabulation Agent with such holders current TIN by completing the Form W-9 provided herein or otherwise establish a basis for exemption from backup withholding. In general, if such holder is an individual, the TIN is his or her social security number. If the Tabulation Agent is not provided with the correct TIN, the holder may be subject to a $50 penalty, as well as other penalties, imposed by the Internal Revenue Service and payments, including the Consent Payment, paid to such holder pursuant to the Consent Solicitations and Offers to Guarantee may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements also may result in imposition of severe criminal and/or civil fines and penalties. See Form W-9 Request for Taxpayer Identification Number and Certification below for additional instructions.
Certain holders (including, among others, generally all 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 the Form W-9 herein, and sign, date and return the Form W-9 to the Tabulation Agent. See Form W-9 Request for Taxpayer Identification Number and Certification below for additional instructions. A foreign person, including an entity, may qualify as an exempt recipient by submitting to the Tabulation Agent a properly completed Internal Revenue Service W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, together with appropriate attachments, signed under penalties of perjury, attesting to that holders foreign status. A Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, together with appropriate attachments, can be obtained from the Tabulation Agent.
If backup withholding applies, the Tabulation Agent is required to withhold 28% of the Consent Payment made to the holder. Backup withholding is not an additional income tax. If the required information is furnished to the Internal Revenue Service in a timely manner, the income tax liability of persons subject to federal income tax backup withholding may be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, the holder may obtain a refund, provided the required information is timely furnished to the Internal Revenue Service.
Purpose of Form W-9
To avoid backup withholding on a payment of the Consent Payment to a holder with respect to the Consent Solicitations and Offers to Guarantee, the holder is required to provide the Tabulation Agent with either (i) his or her correct TIN by completing the Form W-9 provided herein, certifying (x) that the TIN provided on the Form W-9 is correct (or that such holder is awaiting a TIN), (y) that (A) the holder is exempted from backup withholding, (B) the holder has not been notified by the Internal Revenue Service that the holder is subject to federal income tax backup withholding as a result of a failure to report all interest or dividends or (C) the Internal Revenue Service has notified the holder that the holder is no longer subject to federal income tax backup withholding and (z) that the holder is a U.S. citizen or other U.S. person; or (ii) an adequate basis for exemption.
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What Number to Give to the Tabulation Agent
The holder is required to give the Tabulation Agent the TIN (e.g., social security number or employer identification number) of the registered holder. If the Kodiak Notes are held in more than one name or are not held in the name of the actual owner, consult Form W-9 Request for Taxpayer Identification Number and Certification below for additional guidance on which number to report.
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Form W-9 (Rev. August 2013) Department of the Treasury Internal Revenue Service |
Request for Taxpayer Identification Number and Certification |
Give Form to the requester. Do not |
Print or type See Specific Instructions on page 2. |
Name (as shown on your income tax return)
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Business name/disregarded entity name, if different from above
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Check appropriate box for federal tax classification: | Exemptions (see instructions): | |||||||||||||||||||||||||||
¨ | Individual/sole proprietor
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¨ | C Corporation
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¨ | S Corporation
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¨ | Partnership
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¨ | Trust/estate
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Exempt payee code (if any) | ||||||||||||||||||||||||||||
¨
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Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u |
Exemption from FATCA reporting code (if any) | ||||||||||||||||||||||||||
Exempt payee code (if any) | ||||||||||||||||||||||||||||
¨
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Other (see instructions) u | |||||||||||||||||||||||||||
Address (number, street, and apt. or suite no.)
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Requesters name and address (optional) | |||||||||||||||||||||||||||
City, state, and ZIP code
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List account number(s) here (optional)
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Part I | Taxpayer Identification Number (TIN) |
Enter your TIN in the appropriate box. The TIN provided must match the name given on the Name line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.
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Social security number | |||||||||||||||||||||
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Employer identification number |
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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 on page 3.
Sign Here |
Signature of U.S. person u |
Date u |
Cat. No. 10231X | Form W-9 (Rev. 8-2013) |
Form W-9 (Rev. 8-2013) |
Page 2 |
Form W-9 (Rev. 8-2013) |
Page 3 |
Form W-9 (Rev. 8-2013) |
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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.
YOU SHOULD COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE
APPLIED FOR IN PART I OF FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding the information I provided in Part II of the Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), 28% of all reportable payments made to me will be withheld until I provide a taxpayer identification number. If I fail to provide a taxpayer identification number within 60 days such amounts will be paid over to the Internal Revenue Service.
Signature: Date: , 2014
NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE CONSENT SOLICITATIONS AND OFFERS TO GUARANTEE. PLEASE REVIEW THE INTERNAL REVENUE SERVICE FORM W-9 REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION ABOVE FOR ADDITIONAL DETAILS.
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Any requests for assistance or additional copies of this Letter of Consent or the Consent Solicitation Statement/Prospectus Supplement may be directed to the Information Agent, at its telephone number or address set forth below. A holder may also contact such holders broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations and Offers to Guarantee.
The Information Agent for the Consent Solicitation is:
Global Bondholder Services Corporation
65 Broadway Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
U.S. Toll-free: (866) 470-3800
The Tabulation Agent for the Consent Solicitation is:
Global Bondholder Services Corporation
By facsimile:
(For Eligible Institutions only):
(212) 430-3775/3779
Confirmation:
(212) 430-3774
By Mail: | By Overnight Courier: | By Hand: | ||
65 Broadway Suite 404 | 65 Broadway Suite 404 | 65 Broadway Suite 404 | ||
New York, New York 10006 | New York, New York 10006 | New York, New York 10006 |
Questions regarding the Consent Solicitations and Offers to Guarantee may be directed to the Solicitation Agent at its telephone number or address listed below.
The Solicitation Agent for the Consent Solicitation is:
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Liability Management Group
Collect: (212) 270-1200
Toll-free: (800) 245-8812