Gilead Sciences, Inc SC TO-T, filed Sep 24, 2020

Gilead Sciences, Inc. (GILD)

SC TO-T 2020-09-24

View Original

Added on October 22, 2026


Index No.
	(a)(1)(A)	*	Offer to Purchase, dated September 24, 2020.
	(a)(1)(B)	*	Form of Letter of Transmittal.
	(a)(1)(C)	*	Form of Notice of Guaranteed Delivery.
	(a)(1)(D)	*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(E)	*	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(F)	*	Form of Summary Advertisement, published September 24, 2020 in The Wall Street Journal.
	(a)(5)(A)		Joint Press Release of Parent and Immunomedics, dated September 13, 2020 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Parent with the Securities and Exchange Commission on September 14, 2020).
	(a)(5)(B)		Investor Presentation, dated September 13, 2020 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent and Purchaser filed with the Securities and Exchange Commission on September 14, 2020).
	(a)(5)(C)		Transcript of Investor Presentation Call on September 13, 2020 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent and Purchaser filed with the Securities and Exchange Commission on September 14, 2020).
	(a)(5)(D)		Frequently Asked Questions, sent to Parent Operating Group on September 14, 2020 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent and Purchaser filed with the Securities and Exchange Commission on September 14, 2020).
	(a)(5)(E)		Frequently Asked Questions provided by Parent to Immunomedics' employees on September 14, 2020 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent and Purchaser filed with the Securities and Exchange Commission on September 14, 2020).
	(a)(5)(F)		Tweet posted by Parent on September 13, 2020 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent and Purchaser filed with the Securities and Exchange Commission on September 14, 2020).
	(a)(5)(G)		Email sent by Parent to Immunomedics' employees on September 13, 2020 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent and Purchaser filed with the Securities and Exchange Commission on September 14, 2020).
	(a)(5)(H)		Transcript of CNBC News "Squawk Box" Interview of Daniel O'Day, posted on Parent's website on September 15, 2020 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent and Purchaser filed with the Securities and Exchange Commission on September 15, 2020).
	(a)(5)(I)		Email sent to the Gilead Development Team on September 15, 2020 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent and Purchaser filed with the Securities and Exchange Commission on September 16, 2020).


		Page
SUMMARY TERM SHEET	1
INTRODUCTION	9
THE TENDER OFFER	11
1.	Terms of the Offer.	11
2.	Acceptance for Payment and Payment for Shares.	13
3.	Procedures for Tendering Shares.	14
4.	Withdrawal Rights.	18
5.	Certain U.S. Federal Income Tax Consequences of the Offer and the Merger to U.S. Holders.	19
6.	Price Range of Shares; Dividends.	20
7.	Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.	21
8.	Certain Information Concerning Immunomedics.	21
9.	Certain Information Concerning Parent and Purchaser.	22
10.	Background of the Offer; Contacts with Immunomedics.	23
11.	Purpose of the Offer and Plans for Immunomedics; Summary of the Merger Agreement and Certain Other Agreements.	26
12.	Source and Amount of Funds.	52
13.	Conditions of the Offer.	53
14.	Dividends and Distributions.	55
15.	Certain Legal Matters; Regulatory Approvals.	55
16.	Fees and Expenses.	59
17.	Miscellaneous.	59
SCHEDULE A	A-1


Name, Country of Citizenship, Position		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information
Andrew D. Dickinson United States of America President and Treasurer; Director		Mr. Dickinson serves as Parent's Executive Vice President and Chief Financial Officer, responsible for the oversight of Parent's global finance, corporate development, information technology, operations and strategy organizations. Mr. Dickinson joined Parent in 2016 and prior to his current role served as head of Parent's corporate development and strategy group. In that role, Mr. Dickinson drove all of Parent's licensing, partnership and acquisition transactions and guided investments into new areas. Prior to his tenure at Parent, Mr. Dickinson was the global Co-Head of Healthcare Investment Banking at Lazard. Earlier in his career, he served as General Counsel and Vice President of Corporate Development at Myogen, Inc., which was acquired by Parent in 2006. Mr. Dickinson received his bachelor's degree in molecular, cellular and developmental biology from the University of Colorado at Boulder and his law degree from Loyola University of Chicago.
Brett A. Pletcher United States of America Secretary; Director		Mr. Pletcher leads a group at Parent that includes the government affairs and policy, public affairs, and legal organizations. In his role, he oversees Parent's work to shape health policy and communicate Parent's perspective across external audiences. As General Counsel, he is also responsible for all of Parent's legal functions, including intellectual property, litigation and compliance efforts associated with the promotion of Parent's products. Before joining Parent in 2005, Mr. Pletcher was a partner in the law firm of Gunderson Dettmer, LLP, where he provided corporate and securities services to emerging growth public and private companies as well as venture capital investors. Mr. Pletcher received his bachelor's degree in economics and political science from the University of California, Riverside and earned his law degree from the University of California, Berkeley's Boalt Hall School of Law.
Christina Carlson United States of America Assistant Secretary; Director		Ms. Carlson is Vice President, Corporate Legal at Parent. Before joining Parent in 2011, Ms. Carlson was an associate at the law firm of Wilson Sonsini Goodrich & Rosati, where she advised a wide range of clients, including those in the technology sector, on transactional matters. Ms. Carlson received her bachelor's degree in biotechnology from the University of California, Davis and earned her law degree from Santa Clara University School of Law.


Name, Country of Citizenship, Position		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information
Jacqueline K. Barton, Ph.D. United States of America Director		Dr. Barton is the John G. Kirkwood and Arthur A. Noyes Professor of Chemistry in the Division of Chemistry and Chemical Engineering at the California Institute of Technology (located at: 1200 East California Boulevard Pasadena, California 91125 USA), where she has been a member of the faculty for nearly 30 years and served as the Norman Davidson Leadership Chair of the division from 2009 to 2019. She is a member of the board of directors of Dow Inc., and previously served on the board of directors and Materials Advisory Committee of DowDupont Inc. and the board of directors of The Dow Chemical Company. Dr. Barton also founded and served on the board of directors of GeneOhm Sciences Inc., a molecular diagnostics company acquired by Becton, Dickinson and Company, and was a member of Parent's Scientific Advisory Board from 1989 to 2007. She is a member of the National Academy of Sciences, the National Academy of Medicine, and the American Philosophical Society. In 2011, Dr. Barton received the 2010 National Medal of Science for her discovery of new chemistry of the DNA helix, and in 2015, she received the Priestley Medal, the highest award of the American Chemical Society.
Sandra J. Horning, M.D. United States of America Director		Dr. Horning was the Chief Medical Officer and Global Head of Product Development of Roche, Inc. (located at: 1 DNA Way South San Francisco, CA 94080 USA), until her retirement in 2019. During her 10-year career at Roche and Genentech, she helped bring 15 new medicines to patients in disease areas including cancer, multiple sclerosis, influenza and blindness. Prior to her career at Roche, Dr. Horning spent 25 years as a practicing oncologist, investigator and tenured professor at Stanford University School of Medicine, where she remains a professor of medicine emerita. From 2005 to 2006, she served as President of the American Society of Clinical Oncology. Dr. Horning was recognized as the 2020 Healthcare Businesswomen's Association Woman of the Year. She was also selected as the 2017 recipient of the Duane Roth Memorial Award, an honor dedicated to leaders in healthcare, whose work has overcome numerous scientific obstacles to create new paradigms in research and treatment. From 2015 to 2018, Dr. Horning served on the board of directors of Foundation Medicine. She currently serves on the board of directors for Moderna, Inc. and as an advisor to EQRx.


Name, Country of Citizenship, Position		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information
Kelly A. Kramer United States of America Director		Ms. Kramer has been Executive Vice President and Chief Financial Officer of Cisco Systems, Inc. (located at: 300 East Tasman Dr. San Jose, CA 95134 USA), a worldwide technology leader, since 2015. Prior to that, she was Senior Vice President of Corporate Finance at Cisco. She previously served as Vice President and Chief Financial Officer of GE Healthcare Systems and Chief Financial Officer of GE Healthcare Biosciences. Ms. Kramer has also worked in GE's Corporate Headquarters, Transportation Systems and Aerospace divisions. She is a member of the board of directors of the Silicon Valley chapter of City Year, a non-profit organization that provides educational support for at-risk students in high-poverty communities.
Kevin E. Lofton United States of America Director		In June 2020, Mr. Lofton retired as the Chief Executive Officer of CommonSpirit Health (located at: 444 W. Lake St Ste. 2500 Chicago, IL 60606 USA), a system of hospitals and other care centers that resulted from the merger between Catholic Health Initiatives ("CHI") and Dignity Health, since February 2019. He previously served as the Chief Executive Officer of CHI from 2003 to 2019. Mr. Lofton also served as Chief Executive Officer of two university hospitals, the University of Alabama at Birmingham Hospital and Howard University Hospital. In 2007, he served as Chairman of the Board of the American Hospital Association, the nation's largest hospital trade association. In 2016, he received an honorary Doctor of Humanities in Medicine degree from the Baylor College of Medicine. In 2014, the Healthcare Financial Management Association awarded the Richard L. Clarke Board of Directors Award to Mr. Lofton in recognition of his extensive and far reaching work in the area of healthcare disparities and creating healthier communities. Mr. Lofton also serves on the board of directors of Rite Aid Corporation and Medtronic plc.


Name, Country of Citizenship, Position		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information
Harish Manwani Singapore Director		Mr. Manwani is a Senior Operating Partner at The Blackstone Group L.P. (located at: 345 Park Avenue, New York, NY 10154 USA), a leading global alternative asset manager, which he joined in 2015. He previously was Chief Operating Officer of the Unilever Group from 2011 until his retirement in 2014. Mr. Manwani joined Unilever in 1976 as a management trainee in India and held senior management roles around the world, including North America, Latin America, Asia, Africa and Central and Eastern Europe. Mr. Manwani is an honors graduate from Bombay University. He holds a master's degree in Management Studies, and he attended the Advanced Management Program at Harvard Business School. Mr. Manwani is the Chairman of Board of the Indian School of Business, and also serves on the board of directors of Whirlpool Corporation, Qualcomm Incorporated, Nielsen Holdings plc., EDBI Pte Ltd. and Tata Sons Private Limited. He previously served as the non-executive Chairman of Hindustan Unilever Limited from 2005 to 2018, and as a member of the board of directors of The Economic Development Board of Singapore from 2013 to 2019 and Pearson plc from 2013 to 2018.
Daniel P. O'Day United States of America Chief Executive Officer; Director		Mr. O'Day joined Parent as Chairman and Chief Executive Officer on March 1, 2019. Prior to joining Parent, Mr. O'Day served as the Chief Executive Officer of Roche Pharmaceuticals (located at: 1 DNA Way South San Francisco, CA 94080 USA). His career at Roche spanned more than three decades, during which he held a number of executive positions in the company's pharmaceutical and diagnostics divisions in North America, Europe and Asia. During his time at Roche, Mr. O'Day demonstrated vision and leadership, helping to engineer the acquisitions of Flatiron Health and Foundation Medicine in 2018. He served as a member of Roche's Corporate Executive Committee, as well as on a number of public and private boards, including Genentech, Inc., Flatiron Health, Foundation Medicine, Inc. and Chugai Pharmaceutical Co., Ltd. Mr. O'Day holds a bachelor's degree in biology from Georgetown University and an MBA from Columbia University in New York. Mr. O'Day currently serves on the board of directors for the Pharmaceutical Research and Manufacturers of America organization and Galapagos NV.


Name, Country of Citizenship, Position		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information
Javier J. Rodriguez Mexico Director		Mr. Rodriguez is the Chief Executive Officer of DaVita Inc. (2000 16th St. Denver, CO 80202 USA), a Fortune 500 company providing healthcare services to kidney disease patients throughout the United States and internationally that strives to improve patients' quality of life through clinical innovation and integrated, personalized care. From 2014 to 2019, he was the CEO of DaVita Kidney Care (located at: 554-A New York Ave, Lyndhurst, NJ 07071 USA), the company's business unit that treats patients with kidney failure and end-stage renal disease. Mr. Rodriguez has spent more than 20 years in various executive roles at DaVita, driving the company's transformation for how kidney care is delivered. In addition, he currently serves as a member of the boards of directors of DaVita and the Denver Metro Chamber of Commerce.
Richard J. Whitley, M.D. United States of America Director		Dr. Whitley is the Distinguished Professor, Loeb Scholar Chair in Pediatrics, and Professor of Pediatrics, Microbiology, Medicine and Neurosurgery at the University of Alabama at Birmingham (located at: 1720 University Blvd, Birmingham, AL 35294). He is the Co-Director, Division of Pediatric Infectious Diseases; Vice-Chair, Department of Pediatrics; Senior Scientist, Department of Gene Therapy; Director for Drug Discovery and Development; Senior Leader, Comprehensive Cancer Center; Associate Director for Clinical Studies, Center for AIDS Research; and Co-Founder and Co-Director, Alabama Drug Discovery Alliance. Dr. Whitley is responsible for the National Institute of Allergy and Infectious Diseases Collaborative Antiviral Study Group and directs a center for drug discovery in the arena of emerging infections. He is a past President of the International Society of Antiviral Research and the Infectious Diseases Society of America, and currently chairs both the NIAID Recombinant DNA Advisory Council and the NIAID HIV Vaccine Data Safety and Management Board. He is an elected member of the American Society of Clinical Investigation, the Association of American Physicians and an Honorary member of the Irish Academy of Science.
Per Wold-Olsen Norway Director		Mr. Wold-Olsen has served as the Chair of Parent's Health Policy Advisory Board since 2007. From 2005 to 2006, he served as President of the Human Health Intercontinental Division of Merck & Co., Inc., a global pharmaceutical company. From 1997 until 2005, he served as President of Human Health Europe, Middle East/Africa and Worldwide Human Health Marketing for Merck. Mr. Wold-Olsen is currently Chairman of the Board of GN Store Nord A/S and Oncopeptides AB. In addition, he is the Chairman of the Board of the Medicines for Malaria Venture (MMV), a non-profit initiative dedicated to the discovery, development and delivery of new medicines for the treatment of malaria.


Name, Country of Citizenship, Position		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information
Andrew D. Dickinson United States of America Chief Financial Officer		Mr. Dickinson serves as Parent's Executive Vice President and Chief Financial Officer, responsible for the oversight of Parent's global finance, corporate development, information technology, operations and strategy organizations. Mr. Dickinson joined Parent in 2016 and prior to his current role served as head of Parent's corporate development and strategy group. In that role, Mr. Dickinson drove all of Parent's licensing, partnership and acquisition transactions and guided investments into new areas. Prior to his tenure at Parent, Mr. Dickinson was the global Co-Head of Healthcare Investment Banking at Lazard (30 Rockefeller Plaza, New York, NY 10112 USA). Earlier in his career, he served as General Counsel and Vice President of Corporate Development at Myogen, Inc., which was acquired by Parent in 2006. Mr. Dickinson received his bachelor's degree in molecular, cellular and developmental biology from the University of Colorado at Boulder and his law degree from Loyola University of Chicago.
Johanna Mercier Canada Chief Commercial Officer		Ms. Mercier leads Parent's Commercial organization with responsibility for commercializing Parent's therapies in countries and regions around the world. Prior to joining Parent in July 2019, Ms. Mercier spent over 25 years at Bristol-Myers Squibb (located at: 430 E. 29th Street, 14th Floor, New York, NY 10016 USA), where she was most recently President and Head of U.S., France, Germany, Japan, Korea and Taiwan. In her role, she oversaw a complex organization comprising a majority of the company's business. Ms. Mercier was also actively engaged with the policy and advocacy community to ensure the affordability and access of prescription medicines to patients. Ms. Mercier began her career in sales and marketing in Canada, then went on to lead worldwide early and clinical portfolios, followed by market teams across both the U.S. and Europe. She was Bristol-Myers Squibb's General Manager of UK & Ireland and later President of Worldwide Markets for Europe, Australia and Canada. In her most recent role, which included responsibility for the U.S. business and other priority markets, she successfully evolved the culture and drove strong commercial execution with double-digit growth and multiple launches that changed the standard of care in melanoma and renal cancers. Ms. Mercier holds a science degree from the University of Montreal and an MBA from Concordia University.


Name, Country of Citizenship, Position		Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information
Merdad V. Parsey, M.D., Ph.D. United States of America Chief Medical Officer		Dr. Parsey is Parent's Chief Medical Officer, responsible for overseeing Parent's global clinical development and medical affairs organizations. In his role, Dr. Parsey supervises all clinical trials and development operations. Together with the leadership team, he works to advance clinical development strategies and programs with the goal of changing the trajectory of disease and transforming care for the patients of today and tomorrow. Dr. Parsey joined Parent in 2019, after serving as Senior Vice President of Early Clinical Development at Genentech (located at: 1 DNA Way, South San Francisco, CA 94080 USA), where he led clinical development for areas including inflammation, oncology and infectious diseases. Prior to Genentech, Dr. Parsey served as President and CEO of 3-V Biosciences (now Sagimet BioSciences), held development roles at Sepracor, Regeneron and Merck and was Assistant Professor of Medicine and Director of Critical Care Medicine at the New York University School of Medicine. He completed his M.D. and Ph.D. at the University of Maryland, Baltimore, his residency in Internal Medicine at Stanford University and his fellowship in Pulmonary and Critical Care Medicine at the University of Colorado. Dr. Parsey currently serves on the Board of Directors for Sagimet BioSciences.
Brett A. Pletcher United States of America Executive Vice President, Corporate Affairs, General Counsel and Corporate Secretary		Mr. Pletcher leads a group at Parent that includes the government affairs and policy, public affairs, and legal organizations. In his role, he oversees Parent's work to shape health policy and communicate Parent's perspective across external audiences. As General Counsel, he is also responsible for all of Parent's legal functions, including intellectual property, litigation and compliance efforts associated with the promotion of Parent's products. Before joining Parent in 2005, Mr. Pletcher was a partner in the law firm of Gunderson Dettmer, LLP, where he provided corporate and securities services to emerging growth public and private companies as well as venture capital investors. Mr. Pletcher received his bachelor's degree in economics and political science from the University of California, Riverside and earned his law degree from the University of California, Berkeley's Boalt Hall School of Law.

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Transaction Valuation*		Amount of Filing Fee**



$20,882,123,744.48		$2,710,499.66


Amount Previously Paid:	None	Filing Party:	Not applicable
Form or Registration No.:	Not applicable	Date Filed:	Not applicable



(a)(5)(J)		Excerpt from email sent to Gilead's commercial employees on September 17, 2020 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent and Purchaser filed with the Securities and Exchange Commission on September 17, 2020).
(a)(5)(K)		Press Release, dated September 23, 2020 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent and Purchaser filed with the Securities and Exchange Commission on September 24, 2020).
(b)(1)	*	Commitment Letter, dated as of September 18, 2020, among Gilead Sciences, Inc., Barclays Bank PLC, Wells Fargo Bank, National Association and certain other parties.
(d)(1)		Agreement and Plan of Merger, dated September 13, 2020, among Immunomedics, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Parent with the Securities and Exchange Commission on September 14, 2020).
(d)(2)		Mutual Confidential Disclosure Agreement, effective as of January 1, 2019, by and between Immunomedics and Parent (incorporated by reference to Exhibit (e)(2) to the Schedule 14D-9 filed by Immunomedics with the Securities and Exchange Commission on September 24, 2020).
(d)(3)		Amendment No. 1 to Mutual Confidential Disclosure Agreement, effective as of June 30, 2019, by and between Immunomedics and Parent (incorporated by reference to Exhibit (e)(3) to the Schedule 14D-9 filed by Immunomedics with the Securities and Exchange Commission on September 24, 2020).
(d)(4)		Exclusivity Agreement, dated as of September 10, 2020, by and between Immunomedics and Parent (incorporated by reference to Exhibit (e)(4) to the Schedule 14D-9 filed by Immunomedics with the Securities and Exchange Commission on September 24, 2020).
(g)		Not applicable.
(h)		Not applicable.


MAUI MERGER SUB, INC.
By:	/s/ ANDREW D. DICKINSON
	Name:	Andrew D. Dickinson
	Title:	President and Treasurer
GILEAD SCIENCES, INC.
By:	/s/ DANIEL P. O'DAY
	Name:	Daniel P. O'Day
	Title:	Chairman and Chief Executive Officer

Fiscal Year Ended December 31, 2018	High		Low

First Quarter	$	18.93	$	14.06
Second Quarter		26.48		13.82
Third Quarter		27.33		20.06
Fourth Quarter		24.99		12.86

Fiscal Year Ended December 31, 2019	High		Low

First Quarter	$	19.27	$	11.55
Second Quarter		19.51		11.59
Third Quarter		17.55		12.05
Fourth Quarter		22.22		12.43

Current Fiscal Year	High		Low

First Quarter	$	21.32	$	9.18
Second Quarter		37.25		8.80
Third Quarter (through September 23, 2020)		86.91		35.62


		Gilead Sciences, Inc. Maui Merger Sub, Inc. September 24, 2020


*By Mail:* Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011		*By Overnight Courier:* Computershare c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021


By Mail: Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011		By Overnight Courier: Computershare c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021


Tax Identification No. (e.g., Social Security No.) (See IRS Form W-9 included below):


Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service	Request for Taxpayer Identification Number and Certification > Go to *www.irs.gov/FormW9* for instructions and the latest information.	Give Form to the requester. Do not send to the IRS.


1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. o Individual/sole proprietor or o C Corporation o S Corporation o Partnership o Trust/estate single-member LLC		4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) _____
o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) > _____
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.		Exemption from FATCA reporting code (if any) _____
o Other (see instructions) >		(Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.) See instructions.	Requester's name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)


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.



		IF the entity/person on line 1 is a(n) . . .				THEN check the box for . . .

		• Corporation				Corporation

		• Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.				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.				Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)

		• Partnership				Partnership

		• Trust/estate				Trust/estate


DTC Account Number:				Transaction Code Number:


Name(s) of Tendering Stockholder(s):


Window Ticket Number (if any):


Name of Eligible Institution that Guaranteed Delivery:



IF the payment is for . . .				THEN the payment is exempt for . . .

Interest and dividend payments				All exempt payees except for 7

Broker transactions				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				Exempt payees 1 through 4

Payments over $600 required to be reported and direct sales over $5,000¹				Generally, exempt payees 1 through 5²

Payments made in settlement of payment card or third party network transactions				Exempt payees 1 through 4



For this type of account:		Give name and SSN of:

1.	Individual	The individual
2.	Two or more individuals (joint account) other than an account maintained by an FFI	The actual owner of the account or, if combined funds, the first individual on the account¹
3.	Two or more U.S. persons (joint account maintained by an FFI)	Each holder of the account
4.	Custodial account of a minor (Uniform Gift to Minors Act)	The minor²
5.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹
6.	Sole proprietorship or disregarded entity owned by an individual	The owner³
7.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))	The grantor*

For this type of account:		Give name and EIN of:

8.	Disregarded entity not owned by an individual	The owner
9.	A valid trust, estate, or pension trust	Legal entity⁴
10.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
11.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
12.	Partnership or multi-member LLC	The partnership
13.	A broker or registered nominee	The broker or nominee



For this type of account:		Give name and EIN of:

14.	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	The public entity
15.	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))	The trust


Number of Shares and Certificate No.(s): (if available)


o Check here if Shares will be tendered by book-entry transfer.
Name of Tendering Institution:
DTC Account Number:
Dated:
Number of Record Holders:

(Please type or print)
Address(es):		(Zip Code)
Area Code and Tel. No.:		(Daytime telephone number)
Signature(s):


Name of Firm:
Address:
		(Zip Code)
Area Code and Telephone No.:
(Authorized Signature)
Name:		(Please type or print)
Title:
Date:


ACCOUNT NUMBER:
NUMBER OF SHARES BEING TENDERED HEREBY: SHARES*

BARCLAYS		WELLS FARGO BANK,
745 Seventh Avenue		NATIONAL ASSOCIATION
New York, New York 10019		WELLS FARGO
		SECURITIES, LLC
		550 South Tryon Street
		Charlotte, North Carolina 28202

CITIGROUP GLOBAL	MIZUHO BANK,	SUMITOMO MITSUI	U.S. BANK	GOLDMAN SACHS
MARKETS INC.	LTD	BANKING	NATIONAL	BANK USA
388 Greenwich Street	1271 Avenue of the	CORPORATION	ASSOCIATION	200 West Street
New York, NY 10013	Americas	277 Park Avenue	One Federal	New York, NY 10282
	New York, New York	New York, New York	Street, 3rd Floor
	10020	10172	Boston, MA 0211

MORGAN STANLEY	HSBC BANK USA,	JPMORGAN CHASE	ROYAL BANK	SOCIETE
BANK, N.A.	N.A.	BANK, N.A.	OF CANADA	GENERALE
1585 Broadway	452 Fifth Avenue	383 Madison Avenue	Three World	245 Park Avenue
New York, NY 10036	New York, NY 10018	New York, New York	Financial Center	New York, New York
		10179	200 Vesey Street	10167
			New York, New
			York 10281

Very truly yours,

BARCLAYS BANK PLC

By:	/s/ Sam Yoo
	Name:	SAM YOO
	Title:	MANAGING DIRECTOR

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:	/s/ Kirk Tesch
	Name:	Kirk Tesch
	Title:	Managing Director

WELLS FARGO SECURITIES, LLC

By:	/s/ Russell Jeter
	Name:	Russell Jeter
	Title:	Vice President

CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Richard Rivera
	Name:	Richard Rivera
	Title:	Authorized Signatory

MIZUHO BANK, LTD.

By:	/s/ Tracy Rahn
	Name:	Tracy Rahn
	Title:	Executive Director

SUMITOMO MITSUI BANKING CORPORATION

By:	/s/ Michael Maguire
	Name:	Michael Maguire
	Title:	Managing Director

U.S. Bank National Association

By:	/s/ David C. Mruk
	Name:	David C. Mruk
	Title:	SVP

GOLDMAN SACHS BANK USA

By:	/s/ Rebecca Kratz
	Name:	Rebecca Kratz
	Title:	Authorized Signatory

MORGAN STANLEY BANK, N.A.

By:	/s/ Julie Lilienfeld
	Name:	Julie Lilienfeld
	Title:	Authorized Signatory

HSBC Bank, USA, National Association

By:	/s/ Eric Seltenrich
	Name:	Eric Seltenrich
	Title:	Managing Director

JPMorgan Chase Bank, N.A.

By:	/s/ Stacey Zoland
	Name:	Stacey Zoland
	Title:	Executive Director

Royal Bank of Canada

By:	/s/ Scott MacVicar
	Name:	Scott MacVicar
	Title:	Authorized Signatory

SOCIÉTÉ GÉNÉRALE

By:	/s/ Jonathan Logan
	Name:	Jonathan Logan
	Title:	Director