Exhibit 99.1
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE PROSPECTUS OF THE COMPANY AND ITERUM BERMUDA, DATED
[ ], 2020 (THE PROSPECTUS), AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM GEORGESON LLC, THE INFORMATION AGENT, BY CALLING (888) 607-6511 (TOLL FREE IN THE U.S. AND CANADA) OR +1 (781) 575-2137 (FOR CALLS OUTSIDE THE U.S. AND CANADA).
INSTRUCTIONS AS TO USE OF
RIGHTS CERTIFICATES
CONSULT
GEORGESON LLC, THE INFORMATION AGENT, OR
YOUR BANK OR BROKER AS TO ANY QUESTIONS
The following instructions relate to the distribution (the Rights Offering) by Iterum Therapeutics plc, a company incorporated
under the laws of Ireland (we, us, our or the Company), and Iterum Therapeutics Bermuda Limited, a company formed under the laws of Bermuda (Iterum Bermuda), at no charge to the holders of
record as of [ ] [a.m./p.m.], New York City time, on [ ], 2020 (the record date) of our outstanding ordinary shares, nominal value
$0.01 per share (the ordinary shares), of non-transferable rights (Rights) to purchase units to be issued by Iterum Bermuda. Our shareholders are receiving one (1) Right for each
outstanding ordinary share owned as of the record date.
Each Right will entitle the holder thereof to purchase, at the holders
election and subject to availability, at the subscription price of one thousand dollars ($1,000.00) (the Subscription Price), one (1) unit (each, a Unit), consisting of (a) a 6.500% Exchangeable Senior Subordinated
Note due 2025, to be issued by Iterum Bermuda in the original principal amount of $1,000.00 (each, an Exchangeable Note), fully and unconditionally guaranteed on an unsecured senior subordinated basis by us, Iterum Therapeutics
International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited (collectively, the Guarantors), and (b) 50 Limited Recourse Royalty-Linked Notes, to be issued by Iterum Bermuda (each, a
Royalty-Linked Note), fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors. No fractional Rights or Units will be distributed or issued. Holders of Rights may only purchase whole Units in
the Rights Offering. The Rights and Units are described in a prospectus dated [ ], 2020 (the Prospectus).
We will accept Rights for up to 8,400 Units for a total purchase price of $8.4 million, which amount is approximately equal to the
maximum aggregate principal amount of additional notes that may be issued under the applicable indenture under which the Exchangeable Notes and Royalty-Linked Notes will be issued. Accordingly, sufficient Units may not be available to honor your
subscription in full or at all. If exercises of subscription rights exceed the number of Units available in the Rights Offering, we will allocate the available Units pro rata among the record holders exercising the subscription rights in proportion
to the number of ordinary shares each of those record holders owned or were deemed to own on the record date, relative to the number of shares owned on the record date by all record holders exercising the subscription right. See The Rights
OfferingSubscription Privilege in the Prospectus.
If a shareholder sends a payment that is insufficient to purchase the
number of Units requested (after any deductions for wire transfer fees, bank charges or similar fees), or if the number of Units requested is not specified in the forms, the payment received will be applied to exercise the Rights of such shareholder
to the fullest extent possible based on the amount of the payment received, subject to the elimination of fractional Units. If the payment exceeds the Subscription Price for the full exercise of such shareholders Rights, or if a
shareholder subscribes for more Units than such shareholder is eligible to purchase, then the excess will be returned to such shareholder as soon as practicable, without interest or penalty. If a shareholder sends a payment that is insufficient
to exercise the subscription amount or is otherwise ineligible to exercise Rights, the Rights of such shareholder will not be exercised and the entire payment received by the Subscription Agent will be returned to such shareholder as soon as
practicable, without interest or penalty, following the expiration of the Subscription Period. See The Rights Offering in the Prospectus.
You may exercise all or a portion of your Rights, or you may choose not to exercise any of your Rights at all.
The Rights may be exercised at any time during the subscription period, which will commence on
[ ], 2020 and end at [ ] [a.m./p.m.], New York City time, on [ ], 2020 (the Subscription
Period). The Rights will expire and will have no value unless exercised prior to the expiration of the Subscription Period. The Company and Iterum Bermuda expect to deliver the Exchangeable Notes and Royalty-Linked Notes to be issued
pursuant to the exercise of Rights for Units to record holders on or about [ ], 2020.
You must properly complete the enclosed Rights Certificate and deliver it, along with payment of
the Subscription Price in full (without any deductions for wire transfer fees, bank charges or similar fees) and the Form W-8 or Form W-9, as applicable, required
pursuant to Instruction 6, to Computershare Trust Company, N.A. (the Subscription Agent), on or prior to the expiration of the Subscription Period. If you send your Rights Certificate and Subscription Price payment by mail, we
recommend that you send them by registered mail, properly insured, with return receipt requested. DO NOT DELIVER COMPLETED RIGHTS CERTIFICATES OR PAYMENTS DIRECTLY TO ITERUM THERAPEUTICS PLC OR ITERUM THERAPEUTICS BERMUDA LIMITED.
We reserve the right to reject any or all subscriptions not properly or timely submitted or completed or the acceptance of which would, in the
opinion of our counsel, be unlawful.
Please see the discussion of risk factors related to the Rights Offering under the heading
Risk FactorsRisks Related to the Rights Offering, in the Prospectus.
If you have any questions concerning the Rights
Offering, please call the Information Agent for the Rights Offering, Georgeson LLC, at (888) 607-6511 (toll free in the U.S. and Canada) or +1 (781) 575-2137 (for calls
outside the U.S. and Canada).
YOUR COMPLETED RIGHTS CERTIFICATE AND PAYMENT IN FULL OF THE SUBSCRIPTION PRICE FOR EACH RIGHT THAT IS
EXERCISED MUST BE RECEIVED BY THE SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION OF THE SUBSCRIPTION PERIOD. ONCE YOU HAVE EXERCISED YOUR RIGHTS, SUCH EXERCISE MAY NOT BE REVOKED, CANCELED OR CHANGED, EVEN IF YOU SUBSEQUENTLY LEARN
INFORMATION ABOUT THE COMPANY OR ITS BUSINESS, FINANCIAL POSITION, RESULTS OF OPERATIONS OR CASH FLOWS THAT IS MATERIAL OR ADVERSE OR THAT YOU OTHERWISE CONSIDER TO BE UNFAVORABLE. RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION OF THE
SUBSCRIPTION PERIOD WILL EXPIRE WITHOUT VALUE.
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Method of SubscriptionExercise of Rights. |
To exercise your Rights, complete your Rights Certificate and send the properly completed and executed Rights Certificate evidencing such
Rights, together with payment in full of the aggregate Subscription Price (without any deductions for wire transfer fees, bank charges or similar fees) and the Form W-8 or
Form W-9, as applicable, required pursuant to Instruction 6, to the Subscription Agent on or prior to the expiration of the Subscription Period. Payment of the aggregate Subscription Price will be
held in a segregated account maintained by the Subscription Agent. All payments must be made in United States dollars by personal check drawn against a U.S. bank or wire transfer, as further described in the Prospectus and on your Rights
Certificate, and sent, for personal checks, to the applicable address below:
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By Overnight Courier: |
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By First Class Mail: |
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Computershare Trust Company, N.A. |
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Computershare Trust Company, N.A. |
Attn Corporate Actions Suite V |
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Attn Corporate Actions |
150 Royall St |
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P.O. Box 43011 |
Canton, MA 02021 |
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Providence, RI 02940-3011 |
For payment by wire transfer to:
Bank:
Bank of America
100 West 33rd Street
New York, NY 10001
ABA: 026009593
Account: 4426332057
Acct Name: CINC AAF Rights Offering H
SWIFT: BOFAUS3N
Reference: ITRM RO
DELIVERY TO AN ADDRESS OR
BY A METHOD OTHER THAN THOSE ABOVE WILL NOT CONSTITUTE VALID DELIVERY.
Rights will be evidenced by a rights certificate registered in
the name of the record holder. If your shares are held in street name through a broker, dealer, custodian bank or other nominee, such broker, dealer, custodian bank or other nominee is the record holder of the Rights. The
record holder must exercise the Rights and send payment of the aggregate Subscription Price on your behalf.
Brokers, dealers, custodian
banks and other nominee holders of Rights who exercise Rights on behalf of beneficial owners of Rights will be required to certify to the Subscription Agent, the Company and Iterum Bermuda as to the aggregate number of Rights that have been
exercised by each beneficial owner of Rights (including such nominee itself) on whose behalf such nominee holder is acting.
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Issuance of Exchangeable Notes and Royalty-Linked Notes. |
The following deliveries and payments will be made on or about [ ], 2020 to the address shown on
the face of your Rights Certificate, unless you provide instructions to the contrary in your Rights Certificate.
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Exchangeable Notes. The Exchangeable Notes will be issued in
book entry form and will be represented by one or more permanent global certificates deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (DTC) or, if you are a record holder of our
ordinary shares and are not exercising your Rights through a DTC participant (as described in the Prospectus under Description of Exchangeable NotesBook-Entry, Settlement and Clearance), the Exchangeable Notes will be issued in
physical form that is not deposited with DTC. |
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(b) |
Royalty-Linked Notes. The Royalty-Linked Notes will be issued in book entry
form and will be represented by one or more permanent global certificates deposited with a custodian for, and registered in the name of a nominee of, DTC or, if you are a record holder of our ordinary shares and are not exercising your Rights
through a DTC participant (as defined in the Prospectus under Description of Royalty-Linked NotesBook-Entry, Settlement and Clearance), the Royalty-Linked Notes will be issued in physical form that is not deposited with DTC.
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No Sale or Transfer of Rights. |
The Rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign
your Rights to anyone.
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(a) |
Execution by Registered Holder. The signature on the Rights Certificate
must correspond with the name of the registered holder exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. Persons who sign the Rights Certificate in a representative or other fiduciary
capacity must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority to so act. |
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(b) |
Execution by Person Other than Registered Holder. If the Rights
Certificate is executed by a person other than the holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same unless, for good cause, the Subscription Agent
dispenses with proof of authority. |
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(c) |
Signature Guarantees. Your signature must be guaranteed by an eligible
institution if you specify special delivery instructions. |
The method of delivery of Rights Certificates and payment of the Subscription Price to the Subscription Agent will be at the election and risk
of the Rights holder.
Under U.S. federal income tax laws, U.S. Bank National Association, as paying agent for the Exchangeable Notes, and Computershare Trust
Company, N.A., as paying agent for the Royalty-Linked Notes (each, a Paying Agent) may be required to apply backup withholding with respect to interest accruals and payments made to certain holders (or other payees) of the Exchangeable
Notes and Royalty-Linked Notes. Each U.S. Holder (as defined below) is subject to backup withholding if such U.S. Holder does not otherwise establish an exemption and such U.S. Holder (1) fails to furnish the holders correct taxpayer
identification number (TIN), which, for an individual, is ordinarily his or her social security number; or (2) is notified by the Internal Revenue Service (IRS) that such U.S. Holder has failed to report properly
payments of interest or dividends.
A U.S. Holder must complete IRS Form W-9 to certify that the
TIN furnished to the Paying Agent is correct (or the payee is awaiting receipt of a TIN), the payee is not subject to backup withholding, or the payee is an exempt recipient.
A Form W-9 is enclosed as part of these Instructions.
Certain holders (including, among others, all corporations and certain foreign persons) are exempt from these backup withholding
requirements. A foreign person, including foreign entities, may qualify as an exempt recipient by submitting to the Paying Agent a properly completed IRS Form W-8 signed under penalties of perjury
and attesting to that holders foreign status. A Form W-8BEN is enclosed as part of these Instructions. If necessary, alternative IRS forms may be obtained at the IRS website at
www.irs.gov.
Backup withholding is not an additional U.S. federal income tax. Rather, a person subject to backup withholding is
entitled to credit any amounts withheld under the backup withholding rules against such persons U.S. federal income tax liability which may entitle such person to a refund provided that the required information is furnished to the IRS in
a timely manner.
As used herein, the term U.S. Holder means a holder that is (a) an individual who is a U.S. citizen or
U.S. resident alien; (b) a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; (c) an estate (other than a foreign estate); or (d) a domestic trust (as
defined in Regulations section 301.7701-7).
7. |
Determinations Regarding the Exercise of Your Rights. |
All questions concerning the timeliness, validity, form and eligibility of any exercise of Rights will be determined by us. Our determinations
will be final and binding. We reserve the right, in our sole discretion, to waive any defect or irregularity, or permit a defect or irregularity to be corrected within the time that we may determine. We may also, in our sole discretion, reject the
attempt to exercise any Right. Subscriptions will not be deemed to have been received or accepted until all irregularities have been waived or cured within the time that we determine. Neither we nor the Subscription Agent or the Information Agent
will be under any duty to give notice of any defect or irregularity in connection with the submission of rights certificates.
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Form
W-9 (Rev. October 2018)
Department of the Treasury Internal Revenue Service |
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Request for Taxpayer
Identification Number and Certification
u Go to www.irs.gov/FormW9 for instructions and the
latest information. |
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Give Form to the requester. Do not send to the
IRS. |
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1 Name (as shown on your income tax return). Name is required on this line; do
not leave this line blank. |
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2 Business name/disregarded entity name, if different from above
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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. |
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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.) |
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Individual/sole proprietor or single- member LLC |
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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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Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership)
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Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check
LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is
disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) u |
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5 Address (number,
street, and apt. or suite no.) See instructions. |
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Requesters name and address (optional) |
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6 City, state, and ZIP code |
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7 List account number(s) here (optional)
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Part I |
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Taxpayer Identification Number (TIN) |
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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. |
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Social security number
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or |
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Employer identification number |
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Under penalties of perjury, I certify that:
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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 |
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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 |
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I am a U.S. citizen or other U.S. person (defined below); and |
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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.
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Sign Here |
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Signature of U.S.
person u |
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Date u |
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were
published, go to www.irs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number
(TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to
you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.
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Form 1099-INT (interest earned or paid)
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Form 1099-DIV (dividends, including those from stocks or mutual funds) |
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Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) |
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Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) |
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Form 1099-S (proceeds from real estate transactions) |
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Form 1099-K (merchant card and third party network transactions) |
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Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) |
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Form 1099-C (canceled debt) |
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Form 1099-A (acquisition or abandonment of secured property) |
Use Form W-9 only if you are a
U.S. person (including a resident alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you
might be subject to backup withholding. See What is backup withholding, later.
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Cat. No. 10231X |
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Form W-9 (Rev.
10-2018) |
Form W-9 (Rev. 10-2018) |
Page 2 |
By signing the filled-out form, you:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your
allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners share of effectively connected income, and
4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is
FATCA reporting, later, for further information.
Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request
your TIN, you must use the requesters form if it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax
purposes, you are considered a U.S. person if you are:
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An individual who is a U.S. citizen or U.S. resident alien; |
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A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; |
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An estate (other than a foreign estate); or |
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A domestic trust (as defined in Regulations section 301.7701-7). |
Special rules for partnerships.
Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners share of effectively connected taxable income from such business. Further, in certain
cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.
In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding
withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.
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In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; |
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In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and |
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In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. |
Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9.
Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who
becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving
clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S.
tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.
1. The treaty country.
Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing
the income.
3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an exemption from
tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However,
paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who
qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information
described above to support that exemption.
If you are a nonresident alien or a foreign entity, give the requester the appropriate completed
Form W-8 or Form 8233.
Backup Withholding
What is
backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called backup withholding. Payments that may be subject to backup withholding include
interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators.
Real estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if
you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.
Payments
you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the instructions for Part II for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return
(for reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to backup withholding
under 4 above (for reportable interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup
withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.
Also
see Special rules for partnerships, earlier.
What is FATCA Reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are
specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.
Updating Your Information
You must provide updated
information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are
a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to
furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
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Form W-9 (Rev. 10-2018) |
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Page 3 |
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may
subject you to criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation
of federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Line 1
You must enter one of the following on this line;
do not leave this line blank. The name should match the name on your tax return.
If this Form
W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form
W-9.
a. Individual. Generally, enter the name shown on your tax return. If you have
changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.
Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This
should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.
b. Sole proprietor or
single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or doing business as (DBA) name on line 2.
c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entitys name as shown on the
entitys tax return on line 1 and any business, trade, or DBA name on line 2.
d. Other entities. Enter your name as shown on
required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.
e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a
disregarded entity. See Regulations section 301.7701-2(c)(2)(iii). Enter the owners name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on
line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S.
owners name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entitys name on line 2,
Business name/disregarded entity name. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form
W-9. This is the case even if the foreign person has a U.S. TIN.
Line 2
If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.
Line 3
Check the appropriate box on line 3 for the U.S.
federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.
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IF the entity/person on line 1 is a(n) . . . |
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THEN check the box for . . . |
Corporation |
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Corporation |
Individual
Sole proprietorship, or
Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. |
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Individual/sole proprietor or single- member LLC |
LLC treated as a partnership for U.S. federal tax purposes,
LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or
LLC that is disregarded as an entity separate from its owner but the owner is
another LLC that is not disregarded for U.S. federal tax purposes. |
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Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) |
Partnership |
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Partnership |
Trust/estate |
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Trust/estate |
Line 4, Exemptions
If you
are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.
Exempt payee
code.
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Generally, individuals (including sole proprietors) are not exempt from backup withholding. |
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Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. |
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Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. |
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Corporations are not exempt from backup withholding with respect to attorneys fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to
payments reportable on Form 1099-MISC. |
The following codes identify payees that are exempt from backup withholding. Enter the
appropriate code in the space in line 4.
1 An organization exempt from tax under section 501(a), any IRA, or a custodial account
under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)
2 The United States or any of its agencies or
instrumentalities
3 A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or
instrumentalities
4 A foreign government or any of its political subdivisions, agencies, or instrumentalities
5 A corporation
6 A
dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession
7 A futures commission merchant registered with the Commodity Futures Trading Commission
8 A real estate investment trust
9 An entity registered at all times during the tax year under the Investment Company Act of 1940
10 A common trust fund operated by a bank under section 584(a)
11 A financial institution
12 A middleman known in the investment community as a nominee or custodian
13 A trust exempt from tax under section 664 or described in section 4947
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Form W-9 (Rev. 10-2018) |
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Page 4 |
The following chart shows types of payments that may be exempt from backup withholding. The chart
applies to the exempt payees listed above, 1 through 13.
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IF the payment is for . . . |
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THEN the payment is exempt for . . |
Interest and dividend payments |
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All exempt payees except for 7 |
Broker transactions |
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Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities
acquired prior to 2012. |
Barter exchange transactions and patronage dividends |
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Exempt payees 1 through 4 |
Payments over $600 required to be reported and direct sales over $5,0001 |
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Generally, exempt payees 1 through 52 |
Payments made in settlement of payment card or third party network transactions |
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Exempt payees 1 through 4 |
1 |
See Form 1099-MISC, Miscellaneous Income, and its instructions. |
2 |
However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from
backup withholding: medical and health care payments, attorneys fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. |
Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons
submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank.
Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form
W-9 with Not Applicable (or any similar indication) written or printed on the line for a FATCA exemption code.
A An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)
B The United States or any of its agencies or instrumentalities
C A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities
D A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section
1.1472-1(c)(1)(i)
E A corporation that is a member of the same expanded affiliated group as
a corporation described in Regulations section 1.1472-1(c)(1)(i)
F A dealer in securities,
commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state
G A real estate investment trust
H A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment
Company Act of 1940
I A common trust fund as defined in section 584(a)
J A bank as defined in section 581
K A broker
L A trust exempt from tax under section 664 or described in section 4947(a)(1)
M A tax exempt trust under a section 403(b) plan or section 457(g) plan
Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be
completed.
Line 5
Enter your address (number, street,
and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If
a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.
Line 6
Enter your city, state, and ZIP code.
Part I. Taxpayer
Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get
an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.
If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owners SSN (or EIN, if the owner has
one). Do not enter the disregarded entitys EIN. If the LLC is classified as a corporation or partnership, enter the entitys EIN.
Note:
See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.
How to get a TIN. If you do
not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get
this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual
Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at
www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business
days.
If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write
Applied For in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to
get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such
payments until you provide your TIN to the requester.
Note: Entering Applied For means that you have already applied for a TIN or that
you intend to apply for one soon.
Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.
Part II. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested
to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.
For a joint account, only the person whose TIN is shown
in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.
Signature requirements. Complete the certification as indicated in items 1 through 5 below.
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Form W-9 (Rev. 10-2018) |
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Page 5 |
1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts
considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.
2. Interest, dividend,
broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing
your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
3. Real estate transactions.
You must sign the certification. You may cross out item 2 of the certification.
4. Other payments. You must give your correct
TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. Other payments include payments made in the course of the requesters trade or business for rents,
royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions,
payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments
(under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester
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For this type of account: |
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Give name and SSN of: |
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1. |
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Individual |
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The individual |
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2. |
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Two or more individuals (joint account) other than an account maintained by an FFI |
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The actual owner of the account or, if combined funds, the first individual on the account1 |
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3. |
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Two or more U.S. persons (joint account maintained by an FFI) |
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Each holder of the account |
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4. |
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Custodial account of a minor (Uniform Gift to Minors Act) |
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The minor2 |
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5. |
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a. The usual revocable savings trust (grantor is also trustee) |
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The grantor-trustee1 |
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b. So-called trust account that is not a legal or valid trust under state law |
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The actual owner1 |
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6. |
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Sole proprietorship or disregarded entity owned by an individual |
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The owner3 |
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7. |
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Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A)) |
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The grantor* |
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For this type of account: |
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Give name and EIN of: |
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8. |
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Disregarded entity not owned by an individual |
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The owner |
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9. |
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A valid trust, estate, or pension trust |
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Legal entity4 |
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10. |
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Corporation or LLC electing corporate status on Form 8832 or Form 2553 |
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The corporation |
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11. |
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Association, club, religious, charitable, educational, or other tax-exempt organization |
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The organization |
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12. |
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Partnership or multi-member LLC |
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The partnership |
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13. |
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A broker or registered nominee |
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The broker or nominee |
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For this type of account: |
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Give name and EIN of: |
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14. |
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Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments |
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The public entity |
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15. |
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Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) |
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The trust |
1 |
List first and circle the name of the person whose number you furnish. If only one person on a joint account has
an SSN, that persons number must be furnished. |
2 |
Circle the minors name and furnish the minors SSN. |
3 |
You must show your individual name and you may also enter your business or DBA name on the Business
name/disregarded entity name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. |
4 |
List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal
representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. |
*Note: The grantor also must provide a Form W-9 to trustee of trust.
Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
Secure Your Tax Records From Identity Theft
Identity theft
occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using
your SSN to receive a refund.
To reduce your risk:
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Ensure your employer is protecting your SSN, and |
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Be careful when choosing a tax preparer. |
If your tax records are affected by identity theft and
you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.
If your tax records
are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.
For more information,
see Pub. 5027, Identity Theft Information for Taxpayers.
Victims of identity theft who are experiencing economic harm or a systemic
problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD
1-800-829-4059.
Protect yourself
from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established
legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.
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Form W-9 (Rev. 10-2018) |
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Page 6 |
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request
personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of
the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You
can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.
Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.
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.
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Form W-8BEN
(Rev. July 2017)
Department of the Treasury
Internal Revenue Service |
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Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding and Reporting (Individuals)
uFor use by individuals. Entities must use Form W-8BEN-E.
uGo to www.irs.gov/FormW8BEN for instructions and the
latest information. uGive this form to the withholding agent or
payer. Do not send to the IRS. |
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OMB No. 1545-1621 |
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Do NOT use this form if: |
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Instead, use Form: |
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You are NOT an individual |
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W-8BEN-E |
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You are a U.S. citizen or other U.S. person, including a resident alien
individual |
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W-9 |
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You are a beneficial owner claiming that income is effectively connected with the
conduct of trade or business within the U.S. (other than personal services) |
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W-8ECI |
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You are a beneficial owner who is receiving compensation for personal services
performed in the United States |
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8233 or W-4 |
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You are a person acting as an intermediary
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W-8IMY |
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Note: If you are resident in a FATCA partner jurisdiction (i.e., a Model 1 IGA jurisdiction with reciprocity), certain tax account information may be provided to your jurisdiction of residence. |
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Part I |
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Identification of Beneficial Owner (see instructions) |
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1 |
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Name of individual who is the beneficial owner |
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2 Country of citizenship
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3 |
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Permanent residence address (street, apt. or suite no., or rural route). Do not use a
P.O. box or in-care-of address.
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City or town, state or province. Include postal code where appropriate.
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Country |
4 |
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Mailing address (if different from above)
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City or town, state or province. Include postal code where appropriate.
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Country
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5 |
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U.S. taxpayer identification number (SSN or ITIN), if required (see instructions)
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6 Foreign tax identifying number (see instructions)
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7 |
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Reference number(s) (see instructions)
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8 Date of birth (MM-DD-YYYY) (see instructions) |
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Part II |
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Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions) |
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9 |
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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 |
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Special rates and conditions (if applicablesee 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): |
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Explain the additional conditions in the Article and paragraph the beneficial owner meets to be eligible for the rate of withholding:
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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:
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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 to which this form relates or am using this form to document myself for chapter 4 purposes, |
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The person named on line 1 of this form is not a U.S. person, |
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The income to which this form relates is: |
(a) not effectively connected with the conduct of a trade or business in the United States,
(b) effectively connected but is not subject to tax under an applicable income tax treaty, or
(c) the partners share of a partnerships effectively connected income,
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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 |
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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.
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Sign
Here u |
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Signature of beneficial owner (or individual authorized to sign for beneficial owner) |
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Date (MM-DD-YYYY) |
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Print name of signer |
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Capacity in which acting (if form is not signed by beneficial owner) |
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For Paperwork Reduction Act Notice, see separate instructions. |
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Cat. No. 25047Z |
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Form W-8BEN (Rev. 7-2017) |