NEBRASKA BOOK HOLDINGS, INC.
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1 NEBRASKA BOOK HOLDINGS, INC. Offer to Exchange Up to $125.0 Million in Principal Amount of 2.0% Convertible Senior PIK Notes due 2026 For any and all outstanding 15.0% Senior Secured Notes Due 2016 ELIGIBILITY PACKET TABLE OF CONTENTS 1. Letter to Noteholders 2. Investor Questionnaire 3. Form of Third-Party Verification Letter
2 NEBRASKA BOOK HOLDINGS, INC. Offer to Exchange Up to $125.0 Million in Aggregate Principal Amount of 2.0% Convertible Senior PIK Notes Due 2026 For any and all outstanding 15.0% Senior Secured Notes due 2016 March 18, 2016 Re: ACCREDITED INVESTOR ELIGIBILITY PACKET Exchange Offer for 15.0% Senior Secured Notes Due 2016 (the Notes ) Dear Noteholder: We have launched an exchange offer relating to the Notes. You can learn more about the exchange at or by reviewing the enclosed Offering Memorandum and related documents. However, because the exchange offer is being conducted as a private placement, only accredited investors may participate in the Exchange Offer. For that reason, we may not accept any tendered notes from you until we first verify that you are an accredited investor. In order to confirm your eligibility to participate in the exchange offer, you will need to take the following three steps: 1. Complete and sign the attached Investor Questionnaire. 2. Have the attached Third-Party Verification Letter completed and signed by one of the professionals specified below. The professional may require additional documentation from you before completing the verification letter, unless he or she has previously verified your status as an accredited investor since February 1, Return your completed and signed questionnaire and verification letter to your broker or other intermediary for submission to the Company.
3 It is possible that you were not required to submit this type of information in past offerings in which you have participated. However, the nature of the Exchange Offer, together with recent changes made to Regulation D, imposes additional obligations on the Company to verify that each participant is in fact an Accredited Investor. Accordingly, unless waived by the Company, you must both fully complete and sign the Investor Questionnaire and provide a completed and signed Third-Party Verification Letter, and they must be reviewed and approved, before the Company may accept delivery of any tenders from you. Who Can Prepare a Third-Party Verification Letter: The third party verification letter must be completed and signed by one of the following professionals: 1. A registered broker-dealer; 2. An investment adviser registered with the Securities and Exchange Commission; 3. A licensed attorney who is in good standing under the laws of the jurisdictions in which he or she is admitted to practice law; or 4. A certified public accountant who is duly registered and in good standing under the laws of the place of his or her residence or principal office. As noted above, in order to prepare the verification letter, the professional may need to review certain documentation that confirms your status as an accredited investor, unless he or she has previously done so since February 1, The form of verification letter attached specifies what sort of documentation may be required. Submitting Your Eligibility Documentation: Once both the questionnaire and the verification letter have been completed and signed, you should return them to your broker or other intermediary for submission to the Company.. PLEASE NOTE: IT MAY TAKE LONGER THAN ANTICIPATED FOR A PROFESSIONAL TO PREPARE THE VERIFICATION LETTER FOR YOU. ADDITIONAL TIME WILL ALSO BE REQUIRED FOR THE REVIEW OF YOUR ELIGIBILITY DOCUMENTATION AFTER IT IS SUBMITTED TO THE INFORMATION AGENT. ACCORDINGLY, IF YOU WISH TO PARTICIPATE IN THE EXCHANGE OFFER, WE URGE YOU TO COMPLETE AND SUBMIT YOUR ELIGIBILITY DOCUMENTATION AS SOON AS POSSIBLE. 2
4 How to Get Assistance: If you have questions or need assistance with this Eligibility Packet, you may contact your broker or other intermediary. You may also contact the information agent, Georgeson LLC, by calling or ing Very Truly Yours, Nebraska Book Holdings, Inc. 3
5 NEBRASKA BOOK HOLDINGS, INC. Offer to Exchange Up to $125.0 Million in Principal Amount of 2.0% Convertible Senior Notes due 2026 Dear Nebraska Book Holdings, Inc.: For any and all outstanding 15.0% Senior Secured Notes Due 2016 INVESTOR QUESTIONNAIRE I am submitting this Investor Questionnaire (the Questionnaire ) in connection with the abovereferenced Exchange Offer. I understand that the Exchange Offer is open only to accredited investors ("Accredited Investors") as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"). I further understand that you will rely on my representations and other statements included in this Investor Questionnaire in determining my status as an Accredited Investor and whether I am eligible to participate in the Exchange Offer. I hereby represent and warrant to the Company that I qualify as an Accredited Investor on the basis that: (You must choose Part A or B below and check the applicable boxes.) A. I am a NATURAL PERSON and: (An investor using this Part A must check box (1), (2), (3) or (4).) [ ] (1) Income Test: My individual income exceeded $200,000 in each of the two most recent years or my joint income together with my spouse exceeded $300,000 in each of those years; and I reasonably expect to earn individual income of at least $200,000 this year or joint income with my spouse of at least $300,000 this year.
6 [ ] (2) Net Worth Test: My individual net worth, or my joint net worth together with my spouse, exceeds $1,000,000. For these purposes, "net worth" means the excess of: my total assets at fair market value (including all personal and real property, but excluding the estimated fair market value of my primary residence) minus my total liabilities. For these purposes, "liabilities": exclude any mortgage or other debt secured by my primary residence in an amount of up to the estimated fair market value of that residence; but include any mortgage or other debt secured by my primary residence in an amount in excess of the estimated fair market value of that residence. I confirm that my total individual liabilities, or my total joint liabilities together with my spouse, do not exceed $. I represent that all liabilities necessary to determine my individual net worth, or my joint net worth together with my spouse, for the purpose of determining my status as an Accredited Investor are reflected in the dollar amount in the preceding sentence. In addition, I confirm that I have not incurred any incremental mortgage or other debt secured by my primary residence in the 60 days preceding the date of this Questionnaire. I will not incur any incremental mortgage or other debt secured by my primary residence prior to the closing of the Exchange Offer or, if I do, I will promptly notify the Company by or facsimile at Arnall Golden Gregory, LLP, Attn: Robert F. Dow, facsimile: ; Robert.dow@agg.com. (NOTE: If the representation in the first sentence of this paragraph is untrue or becomes untrue prior to the date of the closing of the Exchange Offer, you may still be able to participate in the Exchange Offer. However, you must first contact the Company for additional instructions on how to calculate your net worth for purposes of this offering.) [ ] (3) Company Insider: I am a director or executive officer of the Company. B. I am a LEGAL ENTITY that is: (An investor using this Part B must check at least one box below.) 2
7 [ ] (1) A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity. [ ] (2) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. [ ] (3) An insurance company as defined in the Securities Act. [ ] (4) An investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"). [ ] (5) A business development company as defined in Section 2(a)(48) of the Investment Company Act. [ ] (6) A private business development company as defined in the Investment Advisors Act of [ ] (7) A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or 301(d) of the Small Business Investment Act of [ ] (8) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Notes, with total assets in excess of $5,000,000. [ ] (9) A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000. [ ] (10) An employee benefit plan within the meaning of Title I of the Employment Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, the investment decisions are made solely by persons that are accredited investors. [ ] (11) A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Notes, whose purchase is directed by a "sophisticated" person. 3
8 [ ] (12) An entity in which all of the equity owners are Accredited Investors. (NOTE: If box (12) is checked, each equity owner of the entity must individually complete and submit its own copy of this Letter.) The undersigned understands and agrees that the Company may present this Investor Questionnaire and the Third Party Verification Letter to such parties as it deems appropriate to establish that the issuance of notes under the Exchange Offer is exempt from the registration requirements of the Securities Act of 1933 and meets the requirements of applicable state securities laws. The undersigned represents that he, she, or it is the beneficial owner of the Notes the tender of which in the Exchange Offer is being contemplated, and is not holding on behalf of any other person. This questionnaire must be completed and signed by the beneficial owner of the Notes. Please sign exactly as name(s) appears. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. BENEFICIAL OWNER S SIGNATURE AND CONTACT AND OTHER INFORMATION Date: Signature: Print Name of Beneficial Owner: _ Dollar amount of Notes beneficially owned: Print Name of Broker: Print Name of Broker Contact: DTC Participant Number of Broker: Broker Contact phone number: Broker Contact address: _ VOI Number: If entity, jurisdiction where Beneficial Owner is organized: If an entity, Name and Title of authorized signatory of Beneficial Owner: address of Beneficial Owner: 4
9 Mailing address of Beneficial Owner: Telephone number of Beneficial Owner: 5
10 SPOUSE'S SIGNATURE AND CONTACT INFORMATION (NOTE: The Beneficial Owner s spouse need only sign this letter if the Beneficial Owner is a natural person proving its accredited investor status based on joint income or joint net worth with the spouse under Part A(1)(a) or Part A(2)(a). A spouse who signs this letter makes all representations set out in this letter, including those relating to joint income or joint net worth, as applicable, on a joint and several basis.) Date: Name: Signature: address: Mailing address: Telephone number: 6
11 FORM OF THIRD-PARTY VERIFICATION LETTER Preface/Instructions to Provider: The purpose of this letter is to verify your client s status as an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (an "Accredited Investor"). We are requesting this verification to ensure that your client is eligible to participate in an Exchange Offer by Nebraska Book Holdings, Inc. under which certain securities will be issued in reliance upon Rule 506(c) of Regulation D, and which is therefore open only to Accredited Investors. This letter must be prepared by a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney, or a certified public accountant, and requires you to have performed an independent analysis of your client s status as an Accredited Investor at least once since February 1, If you have any questions regarding the completion of this form, please feel free to contact the Information Agent for the Exchange Offer, Georgeson LLC, by calling THE EXCHANGE OFFER IS ONLY OPEN FOR A LIMITED TIME, AND THE COMPANY MAY NOT ACCEPT TENDERS FROM A HOLDER UNTIL THE HOLDER S ELIGIBILITY DOCUMENTATION HAS BEEN RECEIVED AND CONFIRMED TO BE ADEQUATE. YOU ARE THEREFORE URGED TO COMPLETE THIS DOCUMENTATION AS SOON AS POSSIBLE. DELAYS IN THE PROCESSING OF THIS DOCUMENT COULD PREVENT THE HOLDER FROM PARTICIPATING IN THE EXCHANGE OFFER. Dear Nebraska Book Holdings, Inc.: 1. I am (check one and provide jurisdiction where applicable): a registered broker-dealer an SEC-registered investment adviser a licensed attorney in good standing under the laws of, where I am admitted to practice a certified public accountant duly registered and in good standing under the laws of, where I reside or have my principal office. 2. My CRD number, bar ID number, or license number, as appropriate, is:.
12 3. Name of the investor ( Holder ) for whom this Verification Letter has been provided: NOTE: THE HOLDER NAMED ABOVE MUST BE THE BENEFICIAL OWNER OF THE NOTES THE TENDER OF WHICH IS CONTEMPLATED IN THE EXCHANGE OFFER, AND MUST MATCH THE NAME PROVIDED IN THE INVESTOR QUESTIONNAIRE. 4. I have taken reasonable steps, within the meaning of Rule 506(c)(2)(ii)(C) of Regulation D promulgated by the Securities and Exchange Commission, to verify that the Holder is an Accredited Investor as defined in Rule 501 of Regulation D, and based on those steps, I have determined that the Holder is an Accredited Investor. 5. The most recent date as of which I have made such determination, which must be on or after February 1, 2016, is. 6. To my knowledge after reasonable investigation, no facts, circumstances or events have arisen after that date that lead me to believe that the Holder has ceased to be an Accredited Investor. I acknowledge that you will rely on this letter in determining the Holder's eligibility to participate in the Exchange Offer and I consent to such reliance. Sincerely, By: Name: Title: Date: (NOTE: If you prefer to use a different form of documentation to confirm the Holder's status as an Accredited Investor, please note that it must be signed and dated and include, at a minimum: (a) confirmation of your status as a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney in good standing under the laws of the jurisdictions in which you are admitted to practice, or a certified public accountant duly registered and in good standing under the laws of the jurisdiction of your residence or principal office; (b) a statement that you have taken reasonable steps to verify that the Holder qualifies as an Accredited Investor; (c) a statement that, based on those steps, you have determined that the Holder is an Accredited Investor; (d) the date as of which you most recently made that determination; (e) a statement 2
13 that, to your knowledge after reasonable investigation, no facts, circumstances or events have arisen after that date that lead you to believe that the Holder has ceased to be an Accredited Investor; and (f) an acknowledgement that the Company will rely on your letter in determining the Holder's eligibility to participate in the Exchange Offer and your consent to such reliance.) 3
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