Bond Anheuser-Busch Global Inc. 3.65% ( USU00323AD40 ) in USD

Anheuser-Busch Global Inc.

94.875 % ▼

United States

USU00323AD40 ( in USD )

3.65% per year ( payment 2 times a year)

31/01/2026

Prospectus brochure of the bond Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide Inc USU00323AD40 en USD 3.65%, maturity 31/01/2026

1 000 USD

155 321 000 USD

U00323AD4

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

01/08/2025 ( In 80 days )

Anheuser-Busch InBev is a multinational beverage corporation based in Leuven, Belgium, that produces and sells several well-known beers globally, including Budweiser, Corona, and Stella Artois.

The Bond issued by Anheuser-Busch Global Inc. ( United States ) , in USD, with the ISIN code USU00323AD40, pays a coupon of 3.65% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/01/2026

The Bond issued by Anheuser-Busch Global Inc. ( United States ) , in USD, with the ISIN code USU00323AD40, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Anheuser-Busch Global Inc. ( United States ) , in USD, with the ISIN code USU00323AD40, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

EX-99.1
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EX-99.1 19 d726417dex991.htm EX-99.1
Exhibit 99.1
LETTER OF TRANSMITTAL
Relating to
Anheuser-Busch Companies, LLC
Anheuser-Busch InBev Worldwide Inc.
Offers to Exchange
Any and All $9,542,514,000 Principal Amount Outstanding of
Unregistered 4.900% Notes due 2046 (CUSIP Nos. 03522A AF7, U00323 AF9; ISIN Nos. US03522AAF75, USU00323AF97), $5,385,495,000
Principal Amount Outstanding of Unregistered 4.700% Notes due 2036 (CUSIP Nos. 03522A AE0, U00323 AE2; ISIN Nos. US03522AAE01,
USU00323AE23) and $8,555,163,000 3.650% Notes due 2026 (CUSIP Nos. 03522A AD2, U00323 AD4; ISIN Nos. US03522AAD28,
USU00323AD40)
for
a Like Principal Amount of
4.900% Notes due 2046, 4.700% Notes due 2036 and 3.650% Notes due 2025
which have been registered under the Securities Act of 1933
Pursuant to the Prospectus Dated 2019
THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON 2019, UNLESS EITHER EXCHANGE
OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent For The Exchange Offers Is:
Global Bondholder Services Corporation
By Hand, By Mail or Overnight Delivery:
Facsimile Transmissions:
(Eligible Institutions Only)
Global Bondholder Services Corporation,
+1 (212) 430-3775 or +1 (212) 430-3779
as Exchange Agent
Banks and Brokers Call Collect:
65 Broadway--Suite 404
+1 (212) 430-3774
New York, New York 10006
All Others, Please Call Toll-Free:
By E-mail:
+1 (866) 470-3900
[email protected]
Delivery of this Letter of Transmittal to an address, or transmission via facsimile, other than as set forth above will not constitute a valid
delivery. The instructions contained herein should be read carefully before this Letter of Transmittal is completed.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFERS
MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD NOTES TO THE EXCHANGE AGENT AT OR PRIOR TO THE EXPIRATION
DATE.
By execution hereof, the undersigned acknowledges receipt of the Prospectus (the "Prospectus"), dated
2019, of Anheuser-Busch Companies,
LLC, a Delaware limited liability company ("ABC" and a "Company"), and Anheuser-Busch InBev Worldwide Inc., a Delaware corporation
("ABIWW" and a "Company" and, together with ABC, the "Companies"), which, together with this Letter of Transmittal and the instructions hereto
(the "Letter of Transmittal"), constitute the Companies' offer (the "Exchange Offers") to exchange an aggregate principal amount of up to
$9,542,514,000 of their 4.900% Notes due 2046, $5,385,495,000 of their 4.700% Notes due 2036 and $8,555,163,000 of their 3.650% Notes due 2026
(the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement of
which the Prospectus
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constitutes a part, for any and all of the principal amount of its outstanding unregistered $9,542,514,000 4.900% Notes due 2046 (CUSIP Nos. 03522A
AF7, U00323 AF9; ISIN Nos. US03522AAF75, USU00323AF97), $5,385,495,000 4.700% Notes due 2036 (CUSIP Nos. 03522A AE0, U00323 AE2;
ISIN Nos. US03522AAE01, USU00323AE23) and $8,555,163,000 3.650% Notes due 2026 (CUSIP Nos. 03522A AD2, U00323 AD4; ISIN Nos.
US03522AAD28, USU00323AD40) (the "Old Notes"), upon the terms and subject to the conditions set forth in the Prospectus. Capitalized terms used
but not defined herein shall have the same meaning given to them in the Prospectus.
The Companies have agreed that, for a period of 90 days after the Expiration Date, they will make the Prospectus available to any broker-dealer for use
in connection with resales.
Each holder of Old Notes wishing to participate in the Exchange Offers, except holders of Old Notes executing their tenders through the Automated
Tender Offers Program ("ATOP") procedures of The Depository Trust Company ("DTC"), should complete, sign and submit this Letter of Transmittal to
the Exchange Agent, Global Bondholders Services Corporation, at or prior to the Expiration Date.
This Letter of Transmittal may be used to participate in the Exchange Offers if Old Notes are to be tendered by effecting a book-entry transfer into the
Exchange Agent's account at DTC and instructions are not being transmitted through ATOP, for which the Exchange Offers are eligible. Unless you
intend to tender your Old Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal to indicate the action you desire to
take with respect to the Exchange Offers.
Holders of Old Notes tendering by book-entry transfer to the Exchange Agent's account at DTC may execute tenders through ATOP, for which the
Exchange Offers are eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the
Exchange Offers to DTC at or prior to the Expiration Date. DTC will verify acceptance of the Exchange Offers, execute a book-entry transfer of the
tendered Old Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a "book-entry confirmation", which shall include
an agent's message. An "agent's message" is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry
confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Old Notes that the participant has
received and agrees to be bound by the terms of this Letter of Transmittal as an undersigned hereof and that the Companies may enforce such agreement
against the participant. Delivery of the agent's message by DTC will satisfy the terms of the Exchange Offers as to execution and delivery of a Letter of
Transmittal by the DTC participant identified in the agent's message. Accordingly, holders who tender their Old Notes through DTC's ATOP
procedures shall be bound by, but need not complete, this Letter of Transmittal.
If you are a beneficial owner that holds Old Notes through Euroclear or Clearstream Luxembourg and wish to tender your Old Notes, you must instruct
Euroclear or Clearstream Luxembourg, as the case may be, to block the account in respect of the tendered Old Notes in accordance with the procedures
established by Euroclear or Clearstream Luxembourg. You are encouraged to contact Euroclear or Clearstream Luxembourg directly to ascertain their
procedures for tendering Old Notes.
Tendering holders of Old Notes must tender Old Notes in principal amounts equal to the minimum authorized denomination for the respective series of
Old Notes and any integral multiple of $1,000 in excess thereof. New Notes will be issued in minimum denominations of $1,000.
Any holder that is a bank, broker, or other custodial entity holding Old Notes on behalf of more than one beneficial owner may submit to the Exchange
Agent a list of the aggregate principal amount of Old Notes owned by each such beneficial owner, and the Exchange Agent, in determining the
aggregate principal amount of New Notes to be issued to such holder, will treat each such beneficial owner as a separate holder.
Holders that anticipate tendering other than through DTC are urged to contact promptly a bank, broker or other intermediary (that has the capability to
hold securities custodially through DTC) to arrange for receipt of New Notes
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to be delivered pursuant to the Exchange Offers and to obtain the information necessary to provide the required DTC participant with account
information in this Letter of Transmittal.
The Companies reserve the right, in their sole discretion, to amend, at any time, the terms and conditions of the Exchange Offers, except for the
condition that the registration statement of which the Prospectus forms a part is not subject to a stop order or any proceedings for that purpose. We will
give you notice of any amendments, if required by applicable law. The term "Expiration Date" shall mean the latest time and date to which the
Exchange Offers are extended.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to
the Exchange Offers.
The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the
Prospectus or this Letter of Transmittal may be directed to the Exchange Agent.
HOLDERS WHO WISH TO ACCEPT AN EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER
OF TRANSMITTAL IN ITS ENTIRETY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE
PROVIDED, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE FORM W-9 (OR IRS FORM W-8, AS
APPLICABLE), AS SET FORTH BELOW.
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TENDER OF OLD NOTES
To effect a valid tender of Old Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the
tables below entitled "Method of Delivery" and "Description of Old Notes" and sign this Letter of Transmittal where indicated.
New Notes will be delivered in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned's custodian, as
specified in the table below entitled "Method of Delivery".
We have not provided guaranteed delivery procedures in conjunction with the Exchange Offers or under any of the Prospectus or other materials
provided therewith.
Failure to provide the information necessary to effect delivery of New Notes will render such holder's tender defective, and the Companies will have the
right, which they may waive, to reject such tender without notice.
METHOD OF DELIVERY
CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC.
PROVIDE BELOW THE NAME OF THE DTC PARTICIPANT AND PARTICIPANT'S ACCOUNT NUMBER
IN WHICH THE TENDERED OLD NOTES ARE HELD AND/OR THE CORRESPONDING NEW NOTES
ARE TO BE DELIVERED.
Name of Tendering Institution:
DTC Book-Entry Account No.:
Transaction Code No.:

CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN
ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
Address:
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List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the numbers and principal amount at
maturity of Old Notes should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OLD NOTES
Aggregate
Principal
DTC Participant Name(s), Number(s) and Address(es) of
Total
Amount
Holder(s)
Title of
CUSIP
Principal Tendered
Security Number Amount
(if less
(Please fill in, if blank)
Held
than all) *
TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED
* Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of their Old Notes. The principal amount of Old Notes
tendered hereby must be equal to the minimum authorized denomination for the respective series of Old Notes and integral multiples of $1,000
thereafter. See Instruction 3.
Note: Signatures must be provided below.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offers, the undersigned hereby tenders to the Companies the aggregate principal amount
of the Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Companies, all right, title and interest in and to such Old Notes as are being tendered hereby
upon the terms and subject to the conditions set forth in the Prospectus dated
2019 (as the same may be amended or supplemented from time to
time, the "Prospectus"), receipt of which is acknowledged, and in this Letter of Transmittal. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent its agent and attorney-in-fact with respect to the tendered Old Notes with full power of substitution to (1) transfer
ownership of such Old Notes on the account books maintained by DTC with all accompanying evidences of transfer and authenticity to, or upon the
order of, the Companies and (2) present such Old Notes for transfer on the books of the Companies and receive all benefits and otherwise exercise all
rights of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offers. The power of attorney granted in this
paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old
Notes tendered hereby and that the Companies will acquire good and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim when the same are accepted by the Companies. The undersigned hereby
further represents that it is not an "affiliate", as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), of the
Companies, that any New Notes to be received by it will be acquired in the ordinary course of business and that at the time of commencement
of the Exchange Offers it had no arrangement with any person to participate in a distribution of the New Notes.
In addition, if the undersigned is a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a
distribution of the New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes,
it represents that the Old Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
The Companies have agreed that, subject to the provisions of the Registration Rights Agreement, dated as of 13 November 2018, the
Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in
connection with resales of New Notes received in exchange for Old Notes, where such Old Notes were acquired by such participating broker-
dealer for its own account as a result of market-making activities or other trading activities, for a period ending 90 days after the Expiration
Date or, if earlier, when all such New Notes have been disposed of by such participating broker-dealer. In that regard, each broker-dealer who
acquired Old Notes for its own account as a result of market-making or other trading activities (a "participating broker-dealer"), by tendering
such Old Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Companies of the occurrence of any event
or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material
respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by
reference therein, in light of the circumstances under which they were made, not misleading, or of the occurrence of certain other events
specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of New Notes pursuant to the Prospectus
until the Companies have amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the
amended or supplemented Prospectus to the participating broker-dealer or the Companies have given notice that the sale of the New Notes may
be resumed, as the case may be. If the Companies give such notice to suspend the sale of the New Notes, they
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shall extend the 90-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with
the resale of New Notes by the number of days during the period from and including the date of the giving of such notice to and including the
date when participating broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of
the New Notes or to and including the date on which the Companies have given notice that the sale of New Notes may be resumed, as the case
may be.
The undersigned also acknowledges that the Exchange Offers are being made by the Companies based upon the Companies' understanding of an
interpretation by the staff of the Securities and Exchange Commission (the "Commission") as set forth in no-action letters issued to third parties, that the
New Notes issued in exchange for the Old Notes pursuant to the Exchange Offers may be offered for resale, resold and otherwise transferred by holders
thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (1) such holders are not
affiliates of the Companies within the meaning of Rule 405 under the Securities Act; (2) such New Notes are acquired in the ordinary course of such
holders' business; (3) such holders are not engaged in, and do not intend to engage in, a distribution of such New Notes and have no arrangement or
understanding with any person to participate in the distribution of such New Notes and (4) such holders are not broker-dealers tendering Old Notes that
have been acquired from the Companies for their own account. However, the staff of the Commission has not considered the Exchange Offers in the
context of a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the
Exchange Offers as in other circumstances. If a holder of Old Notes is an affiliate of the Companies, acquires the New Notes other than in the ordinary
course of such holder's business or is engaged in or intends to engage in a distribution of the New Notes or has any arrangement or understanding with
respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offers, such holder could not rely on the applicable interpretations
of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any
secondary resale transaction.
The undersigned will, upon request, execute and deliver any additional documents deemed by the Companies to be necessary or desirable to complete
the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and
every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and
legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange Offers -- Withdrawal of Tenders" section of the Prospectus.
For purposes of the Exchange Offers, the Companies shall be deemed to have accepted validly tendered Old Notes when and if the Companies have
given oral or written notice thereof to the Exchange Agent.
Unless otherwise indicated under "Special Issuance Instructions", the undersigned hereby requests that the Exchange Agent credit the DTC account
specified in the table entitled "Description of Old Notes", for any book-entry transfers of Old Notes not accepted for exchange. If the "Special Issuance
Instructions" are completed, the undersigned hereby requests that the Exchange Agent credit the DTC account indicated therein for any book-entry
transfers of Old Notes not accepted for exchange, in the name of the person or account indicated under "Special Issuance Instructions". The undersigned
recognizes that the Companies have no obligation pursuant to the "Special Issuance Instructions" to transfer any Old Notes from the name of the
registered holder(s) thereof if the Companies do not accept for exchange any of the Old Notes so tendered.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES" ABOVE AND SIGNING THIS
LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 5)
To be completed ONLY if Old Notes tendered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account
maintained at DTC other than the account indicated above.
Credit any unexchanged Old Notes delivered by book-entry transfer to DTC account number set forth below:
DTC Account
Number:
Name:
(PLEASE PRINT OR TYPE)
Address:
(INCLUDE ZIP CODE)
Tax Identification or Social Security No:
IMPORTANT: This Letter of Transmittal or a facsimile hereof or an agent's message in lieu thereof (together with a book-entry confirmation
and all other required documents) must be received by the Exchange Agent at or prior to 5:00 p.m. New York City time, on the Expiration
Date.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
IN ORDER TO VALIDLY TENDER OLD NOTES FOR EXCHANGE, HOLDERS OF OLD NOTES MUST
COMPLETE, EXECUTE, AND DELIVER THE LETTER OF TRANSMITTAL OR A PROPERLY
TRANSMITTED AGENT'S MESSAGE.
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PLEASE SIGN HERE
(To be Completed By All Tendering Holders of Old Notes, Other Than Holders Effecting Delivery Through ATOP)
By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to the Companies the principal amount of the Old
Notes listed in the table entitled "Description of Old Notes".
This Letter of Transmittal must be signed by the holder(s) of Old Notes exactly as such participant's name appears on a security position listing as the
owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must
set forth his or her full title below under "Capacity" and submit evidence satisfactory to the Companies of such person's authority to so act. See Instruction 4
herein.
IF THE SIGNATURE APPEARING BELOW IS NOT OF THE REGISTERED HOLDER(S) OF THE OLD NOTES, THEN THE
REGISTERED HOLDER(S) MUST SIGN A VALID PROXY, WHICH SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
THE PROXY MUST ACCOMPANY THIS LETTER OF TRANSMITTAL.
X
Date:
X
Date:
Signature(s) of Holder(s) or Authorized Signatory
Name(s):
Address
(Please Print)
(Including Zip Code)
Capacity (full title)
Area Code and Telephone No.
SIGNATURE GUARANTEE
(Certain Signatures Must Be Guaranteed by an Eligible Institution - See Instruction 4 herein)
(Name of Eligible Institution Guaranteeing Signatures)
(Address (including zip code) and Telephone Number (including area code) of Firm)
(Authorized Signature)
(Printed Name)
(Title)
Dated ....................
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INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Exchange Offers
1.
Delivery of this Letter of Transmittal.
This Letter of Transmittal is to be completed by holders if tenders of Old Notes are to be made by book-entry transfer to the Exchange Agent's account
at DTC and instructions are not being transmitted through ATOP.
Confirmation of a book-entry transfer into the Exchange Agent's account at DTC of all Old Notes delivered electronically, as well as a properly
completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or properly transmitted agent's message, and any other
documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein before the Expiration Date of
the applicable Exchange Offer.
Any financial institution that is a participant in DTC may electronically transmit its acceptance of the applicable Exchange Offer by causing DTC to
transfer Old Notes to the Exchange Agent in accordance with DTC's ATOP procedures for such transfer at or prior to the Expiration Date of such
Exchange Offer. The Exchange Agent will make available its general participant account at DTC for the Old Notes for purposes of the Exchange Offers.
Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent. No Letter of Transmittal should be sent to the
Companies or DTC.
The method of delivery of this Letter of Transmittal and all other required documents, including delivery through DTC and any acceptance or agent's
message delivered through ATOP, is at the option and risk of the tendering holder. Delivery is not complete until the required items are actually received
by the Exchange Agent. If you mail these items, we recommend that you (1) use registered mail properly insured with return receipt requested and
(2) mail the required items in sufficient time to ensure timely delivery.
Any beneficial owner whose Old Notes are held by or in the name of a custodial entity such as a broker, dealer, commercial bank, trust company or
other nominee should be aware that such custodial entity may have deadlines earlier than the Expiration Date for such custodial entity to be advised of
the action that the beneficial owner may wish for the custodial entity to take with respect to the beneficial owner's Old Notes. Accordingly, such
beneficial owners are urged to contact any custodial entities through which such Old Notes are held as soon as possible in order to learn of the
applicable deadlines of such entities.
Neither the Companies nor the Exchange Agent are under any obligation to notify any tendering holder of the Companies' acceptance of tendered Old
Notes at or prior to the expiration of the Exchange Offers.
2.
Delivery of New Notes.
New Notes will be delivered only in book-entry form through DTC and only to the DTC account of the tendering holder or the tendering holder's
custodian. Accordingly, the appropriate DTC participant name and number (along with any other required account information) to permit such delivery
must be provided in the table entitled "Description of Old Notes". Failure to do so will render a tender of Old Notes defective and the Companies will
have the right, which it may waive, to reject such tender. Holders who anticipate tendering by a method other than through DTC are urged to promptly
contact a bank, broker or other intermediary (that has the facility to hold securities custodially through DTC) to arrange for receipt of any New Notes
delivered pursuant to the Exchange Offers and to obtain the information necessary to complete the table.
3.
Amount of Tenders.
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