EX-99.A1B 3 v380514_ex99a1b.htm EXHIBIT 99.(A)(1)(B)

 

  Exhibit (a)(1)(B)
 
UNITED DEVELOPMENT FUNDING IV
 
LETTER OF TRANSMITTAL
 

 

THE OFFER TO PURCHASE AND THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

 

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., NEW YORK CITY TIME, ON JULY 2, 2014, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).

  

As of June 4, 2014, United Development Funding IV, a Maryland real estate investment trust (the “Trust”), is offering to purchase for cash up to 1,707,317 common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), at a price of $20.50 per Common Share, net to the tendering shareholders in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated June 4, 2014 (the “Offer to Purchase”), and in this Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). This Letter of Transmittal is to be completed only if a tender of book-entry Common Shares is being made to the account maintained by The Depository Trust Company pursuant to Section 3 of the Offer to Purchase.

 

I/we, the undersigned, hereby tender to the Trust the Common Share(s) identified below. I/we certify that I/we have complied with all requirements as stated in the instructions on the reverse side, am/are the registered holder(s) of the Common Shares identified below, and give the instructions in this Letter of Transmittal and warrant that the Common Shares identified below are free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, provided that any dividends or distributions which may be declared, paid, issued, distributed, made or transferred on or in respect of such Common Shares to shareholders of record on or prior to the date on which the Common Shares are taken up and paid for pursuant to the Offer shall be for the account of such shareholders. I/we make the representations and warranties to the Trust set forth in Section 3 of the Offer to Purchase and understand that the tender of Common Shares made hereby constitutes an acceptance of the terms and conditions of the Offer (including if the Offer is extended or amended, the terms and conditions of such extension or amendment).

 

Prior to tendering Common Shares, we recommend that you contact your financial advisor. As part of the listing of the Common Shares on the Nasdaq Global Select Market (the “NASDAQ”), some, but not all, of the registered accounts will automatically be transferred to broker-dealer Common Shares held in “street” name. You will need to consult with your broker and your financial advisor to determine the status of your account and the best way to tender your Common Shares, should you desire to do so.

 

Please complete the back if you would like to transfer ownership of unaccepted Common Shares or request special mailing.

  

 

 

(1)(U.S. Federal Backup Withholding and Withholding under FATCA)

  

 

 

PLEASE COMPLETE AND SUBMIT THE ACCOMPANYING IRS FORM W-9 (IF YOU ARE A U.S. PERSON) OR THE APPROPRIATE IRS FORM W-8, WHICH MAY BE OBTAINED FROM THE INTERNAL REVENUE SERVICE (“IRS”) WEBSITE AT WWW.IRS.GOV (IF YOU ARE NOT A U.S. PERSON).

 

 
 

 

Please note that the failure to properly complete and return an IRS Form W-9, or IRS Form W-8, as applicable, may subject any payments made to you pursuant to the Offer to backup withholding (at the applicable statutory rate (currently, 28%)) or to withholding under the Foreign Account Tax Compliance Act (“FATCA”) at the rate of 30%.

 

Signature:  This form must be signed by the registered holder(s) exactly as their name(s) appear(s) above or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.   (3)  Account Number
  _______________________________________
     
X___________________________________________________   (4)  Total Number of Common Shares you own:
Signature of Shareholder          Date       Daytime Telephone #    
     
     

X___________________________________________________

Signature of Shareholder Date Daytime Telephone #

   
   

 

(5)         Total Number of Common Shares you are tendering at a price of $20.50 per Common Share:

 

___       The total number of Common Shares I own as indicated above

 

___       I will tender the following number of Common Shares

 

Shares:_______________________

 

 

I/we understand that the tender of Common Shares constitutes a representation and warranty to the Trust that the undersigned has/have a NET LONG POSITION in the Common Shares or other securities exercisable or exchangeable therefore and that such tender complies with Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended. I/we authorize the Trust to withhold all applicable taxes and tax-related items legally payable by the signatory hereto.

  

 

 

(6)ODD LOTS

  

 

 

As described in Section 1 of the Offer to Purchase, under certain conditions, shareholders holding fewer than 100 Common Shares may have their Common Shares accepted for payment before any proration of other tendered Common Shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more Common Shares, even if these holders have separate accounts representing fewer than 100 Common Shares. Accordingly, this section is to be completed only if Common Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Common Shares. The undersigned either (check one box):

 

¨is the beneficial or record owner of an aggregate of fewer than 100 Common Shares, all of which are being tendered; or

 

¨is a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for the beneficial owner(s), Common Shares with respect to which it is the record holder and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Common Shares and is tendering all of such Common Shares.

  

2
 

 

   
   
  WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS
   
LABEL AREA DST Systems, Inc.
430 W. 7th Street
Kansas City, MO 64105
Attn: UDF IV Tender Offer
   
  Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.
   
   

  

    (7)     Special Payment Instructions                (8)             Special Delivery Instructions
If you want your check for cash for the aggregate Purchase Price of Common Shares purchased (less any applicable withholding taxes) to be issued in another name, fill in this section with the information for the new account name.  

Fill in ONLY if mailing to someone other than the undersigned or to the undersigned at an address other than that shown on the front of this form.

 

Mailing check(s) to:

     
     
Name (Please Print First, Middle & Last Name)   Name (Please Print First, Middle & Last Name)
     
Address    (Number and Street)   Address    (Number and Street)
     
(City, State & Zip Code)   (City, State & Zip Code)
     
(Taxpayer Identification or Social Security Number)    

 

Signature Guarantee Medallion    
   
   
(Title of Officer Signing this Guarantee)  
   
   
(Name of Guarantor - Please Print)  
   
   
(Address of Guarantor Firm)  

 

3
 

 

INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL

 

1.PLEASE COMPLETE AND SUBMIT THE ACCOMPANYING IRS FORM W-9 IF YOU ARE A U.S. PERSON OR THE APPROPRIATE IRS FORM W-8, WHICH CAN BE OBTAINED FROM THE IRS WEBSITE AT WWW.IRS.GOV. Please note that the failure to properly complete and return an IRS Form W-9, or IRS Form W-8, as applicable, may subject any payments made to you pursuant to the Offer to backup withholding (at the applicable statutory rate (currently, 28%)) or to withholding under the Foreign Account Tax Compliance Act (“FATCA”) at the rate of 30%.

 

2.Sign, date and include your daytime telephone number in this Letter of Transmittal in Section 2. After completing all other applicable sections, return this form to DST Systems, Inc. at the address provided above.

 

3.Please indicate the account number relating to the Common Shares that you own in Section 3 of this Letter of Transmittal.

 

4.Please indicate the total number of Common Shares you own in Section 4 of this Letter of Transmittal.

 

5.Please indicate the total number of Common Shares that you are tendering in Section 5 of this Letter of Transmittal. You may tender all or a portion of the Common Shares you own at the purchase price of $20.50 per Common Share.

 

6.Complete this section only if you hold fewer than 100 Common Shares.

 

7If you want your check for cash for the aggregate Purchase Price of Common Shares purchased (less any applicable withholding taxes) to be issued in another name, fill in Section 7 of this Letter of Transmittal with the information for the new account name. If you complete Section 7 of this Letter of Transmittal, your signature(s) must be guaranteed.

 

8.Complete Section 8 of this Letter of Transmittal only if the proceeds of this transaction and/or any unaccepted Common Shares are to be transferred to a person other than the registered holder or to a different address.

 

9.Shareholders who cannot complete the procedures for book-entry transfer prior to the Expiration Date may tender their Common Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

 

10.The Trust will determine in its sole discretion the number of Common Shares to accept, and the validity, eligibility and acceptance for payment of any tender and the Trust’s determinations will be final and binding on all parties, except as finally determined in a subsequent judicial proceeding if the Trust’s determinations are challenged by shareholders. There is no obligation to give notice of any defects or irregularities to shareholders. See Section 3 of the Offer to Purchase for additional information.

 

11.If any of the Common Shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to the Trust of his or her authority to so act must be submitted with this Letter of Transmittal.

 

12.If the space provided in Sections 4 and 5 of this Letter of Transmittal is inadequate, the number of Common Shares should be listed on a separately signed schedule attached hereto.

 

13.Please see the Offer to Purchase for additional information regarding Section 6 of this Letter of Transmittal.

 

4
 

 

IMPORTANT U.S. TAX INFORMATION

 

Backup Withholding

 

In order to avoid backup withholding on payments made pursuant to the Offer, a shareholder who is a “U.S. person” for federal income tax purposes that tenders Common Shares must timely provide DST Systems, Inc., the paying agent for the Offer (the “Paying Agent”) with such shareholder’s correct taxpayer identification number (“TIN”), certify under penalties of perjury that such TIN is correct , that such holder is not subject to backup withholding and that the holder is a U.S. person by completing the IRS Form W-9 accompanying this Letter of Transmittal. If a shareholder does not provide his, her or its correct TIN or fails to provide the required certifications, the IRS may impose certain penalties on such shareholder and payment to such shareholder pursuant to the Offer may be subject to backup withholding tax at the applicable statutory rate (currently, 28%). To the extent that a U.S. shareholder designates another U.S. person to receive payment, such other person may also be required to provide a properly completed IRS Form W-9. If the Common Shares are held in more than one name or are not in the name of the actual owner, consult the instructions on the IRS Form W-9 for additional guidance on which name and TIN to report.

 

Backup withholding is not an additional tax. Rather, the amount of the backup withholding may be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is timely provided to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the shareholder by timely providing the required information to the IRS.

 

Certain shareholders (including, among others, certain corporations, individual retirement accounts and certain foreign individuals and entities) are not subject to U.S. federal backup withholding tax but may be required to provide evidence of their exemption from such backup withholding tax. Exempt shareholders who are “U.S. persons” for federal income tax purposes should indicate their exempt status by entering in the appropriate Exempt Payee code on the IRS Form W-9. See the accompanying instructions to the IRS Form W-9 for more information. Exempt shareholders who are not “U.S. persons” for federal income tax purposes should indicate their exempt status by properly completing and submitting an IRS Form W-8BEN, W-8BEN-E, W-8IMY (with any required attachments), W-8ECI, or W-8EXP, as applicable, signed under penalties of perjury, attesting to such exempt status (which such forms may be obtained on the IRS website (www.irs.gov)).

 

Withholding under FATCA

 

Under FATCA, a 30% withholding tax may be imposed on dividends paid on, and gross proceeds from the sale or other disposition of, stock paid to a foreign financial institution or to a non-financial foreign entity (including in some instances, where the foreign financial institution or non-financial foreign entity is acting as an intermediary for another party), unless in the case of a foreign financial institution, (1) the entity enters into (or is otherwise subject to) and complies with an agreement with the United States government, or a FATCA Agreement, or (2) complies with applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign jurisdiction, or an IGA, in either case to, among other things, collect and provide to the United States or other relevant tax authorities certain information regarding United States account holders of such institution. In the case of payments made to a foreign entity that is not a foreign financial institution (as a beneficial owner), the tax generally will be imposed, subject to certain exceptions, unless such foreign entity provides the withholding agent with a certification that it does not have any “substantial U.S. owner” (generally, any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity) or that identifies its substantial U.S. owners.

 

In order for a shareholder who is a “U.S. person” for federal income tax purposes to avoid withholding under FATCA with respect to any payments made to such shareholder pursuant to the Offer, such shareholder must timely provide the Paying Agent with a properly completed IRS Form W-9 attesting to such holder’s status as a U.S. person. Such holder may submit one IRS Form W-9 for purposes of avoiding withholding under FATCA and for purposes of avoiding backup withholding (described above).

 

In order for a shareholder who is not a “U.S. person” for federal income tax purposes to avoid withholding under FATCA with respect to any payments made to such shareholder pursuant to the Offer, such shareholder must timely provide the Paying Agent with the applicable IRS Form W-8 generally attesting to such holder’s compliance with or exemption from FATCA. To avoid withholding under FATCA, a shareholder who is an individual should provide a properly completed IRS Form W-BEN attesting to such holder’s status as an individual. Such holder may submit one IRS Form W-8BEN for purposes of avoiding withholding under FATCA and for purposes of avoiding backup withholding (described above). A shareholder who is not an individual should submit the appropriate IRS Form W-8 (e.g., IRS Form WW-8BEN-E, W-8IMY (with any required attachments), W-8ECI, or W-8EXP) (i) certifying as to its “Chapter 4 Status” (FATCA status), and (A) in the case of certain foreign financial institutions, providing its Global Intermediary Identification Number, or (B) in the case of certain non-financial foreign entities, certifying that it does not have any substantial U.S. owners or identifying its substantial U.S. owners as required or (ii) otherwise attesting to its exempt status.

 

5
 

 

Failure to provide a properly completed IRS Form W-9, or a properly completed applicable IRS Form W-8 attesting to such holder’s compliance with or exemption from FATCA, may subject the holder to a 30% withholding tax with respect to any payments made to such holder pursuant to the Offer. As indicated in the Offer to Purchase, for withholding purposes, we expect to treat all payments made to shareholders pursuant to the Offer as dividends for U.S. federal income tax purposes. See Section 13 of the Offer to Purchase for more detail regarding the treatment of the payments made pursuant to the Offer as dividends for withholding purposes. In addition, the withholding provisions described above generally apply to payments of dividends made on or after July 1, 2014. Therefore, we expect that these rules will apply to payments made to shareholders pursuant to the Offer.

 

The rules under FATCA are extremely complex. Shareholders are urged to consult with their own tax advisor regarding the applicability of FATCA to their particular circumstances, including the certifications required under FATCA to avoid withholding.

 

Please note that the foregoing does not address any withholding (other than federal backup withholding and withholding under FATCA) that may be required with respect to payments made pursuant to the Offer (such as withholding of U.S. federal income tax with respect to payments made to shareholders who are not treated as U.S. persons for federal income tax persons). Shareholders should refer to Section 13 of the Offer to Purchase for more information.

 

Shareholders are urged to consult their own tax advisor to determine whether they are exempt from these backup withholding tax and reporting requirements, and the applicability of FATCA to their particular circumstances.

 

IRS CIRCULAR 230 DISCLOSURE. TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS, WE INFORM YOU THAT ANY TAX ADVICE CONTAINED IN THIS COMMUNICTION (INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (I) AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE OR (II) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY MATTERS ADDRESSED HEREIN.

 

6