Strategic wealth management for entrepreneurs and business owners

Strategic wealth management for entrepreneurs and business owners Volume 4 Pre-IPO planning Wealth and Investment Management

Who should be on the IPO advisory team and what specific roles do they play in assisting a business owner? pg. 6 How conducive is the current tax landscape toward estate and gift planning? pg. 11 What are some of the valuation considerations that an entrepreneur should bear in mind when engaging in pre-ipo wealth transfer planning? pg. 16 How might one align a pre-ipo timeline of events and requirements with concurrent personal wealth planning? pg. 20 What are some of the considerations that one should bear in mind when preparing a 10b5-1 plan? pg. 27 Should charitable gifts be made pre- or post-ipo? pg. 30 How should a post-ipo entrepreneur begin to prepare for the next phase of his or her wealth management journey? pg. 32

Contents Introduction... 2 About this volume... 4 Step 1: Select an IPO advisory team... 5 The IPO advisory team: Composition and roles...7 Step 2: Engage in integrated pre-ipo tax, trust and estate planning... 9 A tax landscape conducive to estate and gift planning... 11 Estate and gift tax management in the context of an IPO...12 Common pre-ipo wealth transfer techniques...12 Use of a trust within the context of pre-ipo planning... 15 Valuation considerations when engaging in pre-ipo wealth transfer planning... 16 Employee stock options... 17 Gifting of employee stock options and directed share programs...19 Restricted stock within the context of an IPO...20 Qualified small business stock...20 Aligning a pre-ipo timeline with personal wealth planning objectives...21 Step 3: Prepare post-ipo exit strategies...23 Role of a 10b5-1 plan...25 Step 4: Consider philanthropic planning...28 Charitable structuring options...29 Step 5: Consider next steps... 31 Preparation for the post-exit phase...32 Conclusion...34 Neither Barclays in the US nor its Wealth and Investment Management employees in the US provide tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances.

A goal without a plan is just a wish. Antoine de Saint-Exupery

A goal without a plan is just a wish. Antoine de Saint-Exupery Perspective a vision in need of clarity For many business owners, successful entrepreneurship is best exemplified by those individuals whose companies ascend steadily along a path of commercial growth that begins with a visionary idea and concludes with a triumphant initial public offering ( IPO ). By successfully navigating the hurdles that ultimately culminate in an IPO, an entrepreneur can reap extensive rewards, including personal wealth, financial security, and the opportunity to create an enduring corporate legacy. And yet, while many entrepreneurs can clearly envision the goal for which they so diligently strive, very few are capable of effectively articulating the wealth management path that will successfully lead them to their desired destination. Fewer still are aware of the staggering potential for wealth erosion that can arise should they inadvertently overlook even a minor element of their wealth management preparation. These individuals are genuinely in need of perspective, guidance, and insight. In short, they require a plan. Challenge and opportunity a balanced undertaking This publication Strategic wealth management for entrepreneurs and business owners (Volume 4: Pre-IPO planning) seeks to provide a functional framework upon which business owners and their advisors can develop a coherent and structured wealth management plan one that can help to ensure that the wealth creation opportunities afforded by an IPO are not squandered. Holistic wealth management the Barclays approach An IPO can represent a singular and unique opportunity to achieve the vision of a business owner only if he or she coordinates the various facets of his or her wealth management plan. Without such synchronization, the natural synergies that might otherwise accrue through holistic wealth management could fail to materialize, even though the individual components of the entrepreneur s planning may be sound. At Barclays, we seek to assist entrepreneurs in achieving their goals in the right way via thoughtful, tailored, and responsive guidance that addresses their unique needs. We look forward to helping you find the path to your goals. Christopher Johnson Head of Wealth Advisory and Strategic Solutions, Americas Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 2

Six-volume series: Strategic wealth management for entrepreneurs and business owners Strategic wealth management for entrepreneurs and business owners Strategic wealth management for entrepreneurs and business owners Strategic wealth management for entrepreneurs and business owners Volume 1 Forming a business Volume 2 Growing a business Volume 3 Transitioning the business to family members Wealth and Investment Management Wealth and Investment Management Strategic wealth management for entrepreneurs and business owners Strategic wealth management for entrepreneurs and business owners Strategic wealth management for entrepreneurs and business owners Volume 4 Pre-IPO planning Volume 5 Pre-Sale planning Volume 6 Post-Exit considerations Wealth and Investment Management 3 Wealth and Investment Management Wealth and Investment Management Wealth and Investment Management

About this volume An IPO can be viewed as the culmination of an extended process of nurturing and guiding a business venture. As such, it represents a significant inflection point for the entrepreneur and his or her advisors. Unfortunately, the commitment required to successfully take a company public can become all-encompassing, and the flurry of activity leading up to the event can supplant broader wealth planning activities. It is therefore essential that a business owner begin the preparatory process of pre-ipo planning as early as possible in the life cycle of the company. Doing so can reap significant tax savings, advance an individual s estate planning goals, and greatly augment the wealth creation potential of the IPO itself. Figure 1: Strategic life cycle of business ownership What do I need to consider as I form my business? VOLUME 1 Formation phase What do I need to consider as I grow my business? VOLUME 2 Growth phase What do I need to consider as I transition my business? VOLUME 3 Transitioning to family members or VOLUME 4 Pre-IPO planning What do I need to consider after exiting my business? VOLUME 6 Post-Exit considerations or VOLUME 5 Pre-Sale planning Ideally, a business owner who is in the preparatory stages of an IPO will have already established a firm foundation for his or her wealth management plan. 1 However, even in the event that no planning has been implemented to date, there are many steps that can be taken to optimize the wealth creation opportunities afforded by the public offering. From a wealth management perspective, the key strategic undertakings outlined in this volume of the series entitled Strategic wealth management for entrepreneurs and business owners include: > > Selecting an IPO advisory team > > Engaging in integrated pre-ipo tax, trust and estate planning > > Preparing post- IPO exit strategies > > Considering philanthropic planning > > Evaluating next steps Each of these considerations will be addressed in turn. 1. As outlined in Strategic wealth management for entrepreneurs and business owners (Volume 1: Forming a business) and (Volume 2: Growing a business) of this series. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 4

Step 1 Select an IPO advisory team 5

An IPO advisory team is critical to helping the business owner navigate the complexities and intense demands that emerge when preparing for the IPO process both in terms of the business impacts and the personal implications of the transaction. An IPO advisory team is a group of advisors who both individually and collectively can provide business owners with the full range of professional expertise necessary to undertake the planning required for a successful initial public offering. Q: Who should be on the IPO advisory team and what specific roles do they play in assisting a business owner? When selecting an IPO advisory team, it is important to identify organizations and individuals who have the appropriate industry and sector expertise as well as a strong track record of successfully navigating the IPO process. A history of intergroup cooperation and coordination is also of great value as this can result in a more cohesive and integrated wealth management undertaking. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 6

Although the specific configuration of the team will vary depending upon the circumstances, the advisory team of a business owner who is preparing for an IPO will normally consist of some (or all) of the following advisors: Auditors and Accountants These individuals will perform an independent audit of company financial statements in preparation for undertakings such as the disclosures in Form S-1. In some instances, additional accountants will be brought in to assist with enhancing existing accounting processes, controls or methodologies during the transition to a public company. The Certified Public Accountant ( CPA ) Business owners preparing their companies for an IPO will need to rely heavily upon their personal CPAs to navigate a range of complex tax rules that may apply to them (as well as their companies). Company Counsel Company Counsel will partner with the organization s general counsel to oversee the company s legal needs throughout the IPO process (e.g., due diligence, formulating lockup agreements, developing underwriting agreements, drafting Form S-1, etc.). Consultants A catch-all phrase used to describe those individuals whose unique or esoteric skill sets are often required for particularly difficult business challenges. The Corporate Trustee Corporate Trustees can serve a valuable role for entrepreneurs by combining the benefits of trusts (e.g., tax minimization, estate planning, creditor protection) with the key advantages offered by a corporate trustee (e.g., objectivity, continuity, professional oversight). The Tax Attorney The financial benefits that accrue from an IPO are derived largely from the tax structuring that is undertaken in conjunction with the deal. As such, a team of skilled Tax Attorneys should be retained to develop and direct the tax strategy that will be employed by the parties to the transaction. The Trust & Estate Attorney ( T&E Attorney ) Many business owners overlook the need to plan for the disposition of their estate effectively a significant portion of which is normally comprised of their business holdings. Engaging a Trust & Estate Attorney to work in tandem with other advisors early in the process can provide significant opportunities to minimize estate and gift taxes and to efficiently establish the foundation for an integrated wealth management plan. The Underwriter(s) The Underwriter plays a pivotal role in IPO planning and sits at the epicenter of preparation for taking a company public. The lead bookrunner s duties (for example) will include developing a pricing recommendation for the company, creating marketing materials, supervising the road show schedule and assisting in the drafting of Form S-1. The Wealth Advisor A Wealth Advisor is normally a trained tax or trust and estate attorney who works with Investment Representatives and other advisors to ensure coordination of the various facets of pre- and post-ipo wealth planning. The Investment Representative ( IR ) Investment Representatives can serve as a vital bridge to investment bankers (especially when they have a pre-existing relationship with a business owner). Of equal importance is an Investment Representative s ability to coordinate and facilitate the investment of funds that accrue from the IPO liquidity event. Neither Barclays in the US nor its Wealth and Investment Management employees in the US provide tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. 7

Figure 2: Business owners should leverage a core advisory team to resolve key business issues Discuss a customized IPO strategy Underwriter Auditors & Accountants Company Counsel Tax Attorney Consultants Engage in pre- IPO structuring Pre-IPO business owner Institute a 10b5-1 plan Trust & Estate Attorney Investment Representative Wealth Advisor Corporate Trustee CPA Review estate planning Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 8

Step 2 Engage in integrated pre-ipo tax, trust and estate planning 9

The benefits of thorough and timely trust and estate planning are most keenly felt within the context of an IPO. Unlike the Formation and Growth phases of the strategic life cycle, the Pre-IPO planning phase has a specific end date: the closing date. The opportunities to reduce tax costs will generally diminish as a deal moves toward the closing date. As a result, the time frame for commencing the planning process is almost invariably immediately. Similarly, business owners often focus on the pre-tax proceeds that they will reap by virtue of the public offering. This can prove to be a serious shortcoming as various forms of taxation (e.g., income, estate and gift tax) can quickly erode the wealth stemming from the transaction. Fortunately, there exist a variety of techniques that can help mitigate these issues and ensure that a business owner benefits from his or her hard work to the greatest extent possible. Figure 3: Building a comprehensive plan adds value at all stages of the development of a business What planning techniques should I consider as I form my business? What planning techniques should I consider as I grow my business? What planning techniques should I consider as I transfer or exit my business? What planning techniques should I consider after I exit my business? Value of business Time Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 10

Q: How conducive is the current tax landscape toward estate and gift planning? The current estate and gift tax legislation offers business owners an extremely favorable environment within which to undertake their holistic wealth planning. Federal legislation provides for estate, gift and generation-skipping tax ( GST ) exemption amounts in excess of $5 million per person. Legislation in effect during 2011 and 2012 had created what many viewed as a unique environment one where the estate, the GST, and the gift tax exemptions were all ultimately calibrated to an inflationadjusted figure of $5.12 million ($10.24 million per married couple). In 2013, these exemption amounts were scheduled to revert back to $1 million per person (slightly more for the GST exemption) with a maximum 55% federal gift, estate and GST tax rate in effect. However, despite the fact that The American Taxpayer Relief Act of 2012 (the Act ) did include several provisions that increased the income tax burden for many business owners and wealthy individuals, the impact upon estate and gift planning was largely benign. 2 In short, the scheduled imposition of additional estate and gift taxes did not come to pass, as the Act permanently extended the unified transfer tax regime that had been in place in 2012. The one exception to this came in the form of a slight increase in the top tax rate (from 35% to 40%). The combination of robust exemption amounts and moderate estate and gift tax rates creates an environment for business owners who engage in thoughtful (and timely) estate and wealth planning prior to an IPO to pass substantial wealth to subsequent generations in a tax-efficient manner. The chart below summarizes the current and historical federal estate, GST, and gift tax exemptions. Figure 4: Historical estate, GST, and gift exemption values and rates Calendar year Estate tax exemption GST tax exemption Gift tax exemption Top estate, GST and gift tax rates 2003 $1 million $1.12 million $1 million 49% 2004 $1.5 million $1.5 million $1 million 48% 2005 $1.5 million $1.5 million $1 million 47% 2006 $2 million $2 million $1 million 46% 2007 and 2008 $2 million $2 million $1 million 45% 2009 $3.5 million $3.5 million $1 million 45% 2010 (taxes repealed) (taxes repealed) $1 million 35% (gift tax) 2011 $5 million $5 million $5 million 35% 2012 $5.12 million $5.12 million $5.12 million 35% 2013 $5.25 million $5.25 million $5.25 million 40% 2014* $5.34 million $5.34 million $5.34 million 40% *Exemption figures will be inflation-adjusted in subsequent years. Source Data: Internal Revenue Service (IRS) as of April 2014. 2. For full details of the impact of The American Taxpayer Relief Act of 2012, see the Wealth Advisory publication Tax Landscape: Considerations, Comments and Calculations. 11

Q: How can the establishment of an estate plan lower the estate and gift tax burdens that might be incurred as a result of an IPO? A key challenge facing a business owner is how best to transition the wealth accumulated from his or her business to subsequent generations. In this context, estate and gift taxes can have a highly corrosive impact on family wealth. As the value of a business grows, so too does the business owner s exposure to estate and gift taxes. It is therefore critical to establish an estate plan early in the life cycle of the business, when business valuations are minimal. Doing so allows proactive entrepreneurs the opportunity to selectively and creatively redistribute ownership interests to family members while sidestepping many of these taxes. This same benefit can accrue if the estate plan is developed in the time prior to an IPO. If the appropriate trust and entity holding structures are used, the entrepreneur can retain control and stewardship of the company while minimizing the frictions (both commercial and emotional) that can arise when the business owner seeks to exit a business via an IPO. In essence, this type of planning greatly enhances the likelihood of successfully achieving one s personal, professional and financial goals. Consult with your Wealth Advisor: A Wealth Advisor can outline a range of planning options available to a business owner and can then work in conjunction with the rest of the advisory team to ensure alignment and integration across all facets of the wealth management plan. Q: What are some of the most common wealth transfer techniques that business owners engage in prior to an IPO? At its most basic level, pre-ipo wealth transfer planning normally entails making gifts to younger generations, typically within a trust vehicle. The ultimate form of the gift will generally vary depending upon the wealth profile of the family, the total amount to be transferred and the timing of the IPO. Three common wealth transfer techniques include: Direct gifting of shares Utilization of a Grantor Retained Annuity Trust ( GRAT ) Sale to an Intentionally Defective Grantor Trust ( IDGT ) Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 12

1. Direct gifting of shares For many business owners, the simplest and most direct form of gifting involves the transfer of shares in a business to family members. Generally, a trust structure * (and potentially a corporate fiduciary) will be used to further augment the benefits of the gift. So long as the total value of the gift does not cause the grantor (i.e., the business owner) to breach his or her lifetime gifting limit (currently in excess of $5,000,000), the transfer will not result in any gift taxation. By using exemption amounts to fund gifts to younger generations, business owners can remove the shares from their estates, thereby allowing any future appreciation of the stock to accrue for the benefit of younger generations. Ultimately, by engaging in strategic gifting early on (i.e., when the value of the business is poised for the greatest potential appreciation in value), business owners can effectively reduce or even eliminate the gift and estate tax consequences associated with an IPO. Consult with your Accountant: Your accountant will normally keep track of the gift tax returns 3 that will determine whether or not direct gifting is suitable for you given your circumstances. Benefit from appreciating company value As the value of a company appreciates prior to an IPO, it can become increasingly difficult to effectively redistribute the resultant wealth among family members. One solution to this problem involves establishing structures that permit beneficiaries to profit from the growth in company value while still minimizing the impact of estate and gift taxes. Two planning structures that are commonly used in this regard are Grantor Retained Annuity Trusts ( GRATs ) and Intentionally Defective Grantor Trusts ( IDGTs ). 2. Using a GRAT A Grantor Retained Annuity Trust ( GRAT ) is a trust * in which a grantor transfers assets in exchange for an annuity payment back to the grantor over a specified period of time. In some instances, the amount of the annuity is calculated to ensure that the present value 4 of the annuity stream over the GRAT term equals the value of the property placed in the trust (without considering anticipated appreciation over the duration of the trust). In this case known as a zeroed-out GRAT the grantor will not utilize any of his or her exemption amount nor will any gift tax be due. If the stock that has been transferred appreciates in excess of the IRS prescribed interest rate, the surplus value will accrue for the well-being of the trust beneficiaries (normally, the children or other family members of the donor). (Figure 5) Consult with your Wealth Advisor: Your Wealth Advisor can work with you and your other advisors to align your GRAT structure with your broader wealth management plan. * Some important considerations for trusts exist. Trusts have inherent limitations and requirements that must be acknowledged/ fulfilled in order for these structures to accomplish their purposes. Trusts are not suitable for all business owners. For additional details about these considerations please reference the back page of this document. 3. See Form 709. 4. The present value calculation is predicated upon the prevailing IRS interest rate (the 7520 rate ). 13

Figure 5: Use of a Grantor Retained Annuity Trust ( GRAT ) for pre-ipo planning Grantor Trust (GRAT) Beneficiary The Grantor contributes pre-ipo stock to a trust in anticipation of its appreciation. The grantor pays all income tax associated with the trust assets. The GRAT pays an annuity back to the grantor for the term of the trust. Upon the termination of the GRAT, the remainder of the stock passes to the beneficiary gift-tax free. 3. Sale to an IDGT An Intentionally Defective Grantor Trust ( IDGT ) is a trust * that is often established in order to transfer wealth for the benefit of family members, including grandchildren or other remote descendants. The trust receives an initial gift of shares in the company and may then purchase additional shares from the owner at fair market value using a note bearing a permissible rate of interest 5 as payment. (Figure 6) The term defective is a misnomer, but refers to the fact that for income tax purposes the original shareholder continues to be treated as the owner of the shares that have been sold to the trust. For this reason, the sale of shares does not trigger a capital gains tax, nor will the subsequent payment of interest and principal amount to a taxable transaction. So long as the stock s appreciation following the IPO surpasses the debt payments owed on the note to the original owner of the shares, the surplus value will accrue to the beneficiaries. Consult with your Wealth Advisor: Your Wealth Advisor can illustrate how an IDGT can augment your wealth planning prior to your IPO. Figure 6: Use of an Intentionally Defective Grantor Trust ( IDGT ) for pre-ipo planning Grantor Trust (IDGT) Beneficiary The Grantor gifts/sells pre-ipo stock to a trust in anticipation of its appreciation. This transfer may be subject to gift tax. The grantor pays all income tax associated with the trust assets. The repayment by the trust to the grantor occurs via a promissory note. Upon the termination of the IDGT, the remainder of the stock passes to the beneficiary gift-tax free. Visuals on this page are for illustrative purposes only. * Some important considerations for trusts exist. Trusts have inherent limitations and requirements that must be acknowledged/ fulfilled in order for these structures to accomplish their purposes. Trusts are not suitable for all business owners. For additional details about these considerations please reference the back page of this document. 5. The rate of interest charged must be at least equal to the prevailing rate prescribed by the IRS (i.e., the Applicable Federal Rate) in order to not be characterized as a taxable gift. These rates change monthly and vary based upon the length of the note s term. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 14

Q: What are the circumstances under which one would use a GRAT or an IDGT (versus, for example, direct gifting)? GRATs and IDGTs are both mechanisms that are used to leverage the gifting that a business owner seeks to undertake. This can be useful in instances where: > > The business owner wants to utilize little (or none) of his or her lifetime gifting exemption amount (i.e., in order to preserve it for other wealth transfer opportunities) > > The business owner has already exhausted much or all of the exemption > > The business owner s net worth is so large that even the full utilization of the unleveraged lifetime exemption amount will not reduce his or her estate in a meaningful way In each of these instances, a GRAT or a sale of shares to an IDGT can be an appealing alternative to direct gifting. 6 Q: Why else would a business owner utilize a trust within the context of pre-ipo wealth transfer planning? A high net worth individual who is seeking to control and protect his or her legacy should undoubtedly consider the use of some type of trust vehicle. Broadly speaking, trusts are among the most flexible wealth planning instruments available. Although the range of trust applications is almost endless, Figure 7 outlines a simple trust structure as well as some of its associated advantages. Consult with your Wealth Advisor: Your Wealth Advisor can assist you in determining whether a trust may be an appropriate solution for you and can facilitate the structure s incorporation into your broader wealth plan. Consult with your Corporate Trustee: Your Corporate Trustee can outline the potential advantages associated with utilizing a corporate trustee (or co-trustee) into your estate plan. Figure 7: Potential benefits of a trust structure* Grantor Trust Beneficiary The individual who sets up the trust structure and contributes assets to the trust. Benefits of a trust include: Estate tax minimization; Flexibility to benefit multiple generations and/ or charities; Creditor protection; Probate avoidance. The recipient (or recipients) of the trust assets. Visuals on this page are for illustrative purposes only. * Some important considerations for trusts exist. Trusts have inherent limitations and requirements that must be acknowledged/fulfilled in order for these structures to accomplish their purposes. Trusts are not suitable for all business owners. For additional details about these considerations please reference the back page of this document. 6. Whether one is utilizing a GRAT or a sale of shares to an IDGT, the individual who establishes the trust (i.e., the business owner) will continue to pay any income tax or capital gains taxes that are attributable to the trust. This is purposeful and permits the entire pre-tax value of the trust assets to (potentially) grow for the benefit of the trust beneficiaries. This grantor status can be terminated, in which case the trust (or its beneficiaries) will become responsible for income taxes and capital gains taxes rather than the grantor. 15

Q: What are some of the valuation considerations that an entrepreneur should bear in mind when engaging in pre-ipo wealth transfer planning? Many of the techniques associated with pre-ipo wealth transfer planning involve taking advantage of lower business valuations prior to the liquidity event. For gift tax purposes, an appraiser can take into account the fact that the business is not publicly traded, and that an ownership interest is therefore considered illiquid. If the gifted interest is a minority position (by far the most common scenario), this may also be taken into consideration by the appraiser. While critical to valuing an interest for gift tax purposes, illiquidity and an inability to control the underlying business may be less relevant when valuing the company as a whole for purposes of granting stock options or other types of equity awards. Establishing an IPO price is also a distinctly different valuation exercise, as the goal is to determine a value for the company once it has become public (and liquid). Business owners should therefore not be surprised to obtain a range of valuations from appraisers for the same business, depending upon the rationale for the appraisal. While not strictly necessary, some business owners may elect to retain different appraisal firms to produce these individual reports. It can also be beneficial to complete any contemplated pre-ipo wealth transfer planning as far in advance of the IPO as possible, as this will mitigate the appearance of an untenable appreciation in value between the transfer and the IPO. Consult with your Valuation Consultant and your Accountant: In many instances, the utilization of a qualified and objective third-party valuation service can minimize the potential exposure associated with assessing a company s value. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 16

Q: How do employee stock options factor into an IPO? There are two types of stock option programs Nonqualified Options ( NQOs ) and Incentive Stock Options ( ISOs ). Broadly speaking, they are mechanisms that provide an individual with the right to buy a specific number of shares of a company s stock during a time (and at a price) specified by the employer. As such, they can serve as a valuable incentive, retention and reward mechanism within the context of an IPO. Figure 8 outlines some of the basic distinctions between the two types of stock options (i.e., NQOs and ISOs). Key tax considerations associated with nonqualified stock options ( NQOs ) When an individual exercises nonqualified stock options, the resultant spread between the stock s fair market value and the exercise price will be considered compensation income. The spread will be taxed at the employee s marginal tax rate and will be subject to employment taxes and withholding. 7 In the event that the individual retains the stock that has been acquired, the applicable holding period begins the day after the date of exercise. As is the case with an outright stock purchase, any capital gain or loss following the exercise of the option will be treated as either a short-term or long-term gain, depending upon the holding period. Key tax considerations associated with incentive stock options ( ISOs ) Incentive stock options do not generate compensation income upon exercise. Further, if the executive satisfies certain holding period requirements, the entire gain on the position (i.e., the difference between the option exercise price and the sale price) will be treated as a long-term capital gain. Consult with your Accountant: Because the benefit associated with an ISO is treated as a preference item for income tax purposes, individuals who exercise them will often find themselves subject to the alternative minimum tax (the AMT ) and should work with their accountants to navigate the impact of the tax. 8 Consult with your Accountant: The rules applicable to ISOs require that the employee sell the stock more than two years after the date of the option grant and one year after the date of exercise. If the employee fails to observe those holding periods, it will result in a disqualifying disposition (in which case the ISO will become taxable in a manner akin to an NQO). 7. The applicable income will also appear on the employee s Form W-2. 8. Although the executive may later be able to claim a credit for the AMT paid, the actual amount of the credit and the point at which it becomes available will be dependent upon the taxpayer s income and deductions in later years. 17

Figure 8: Comparison of Nonqualified Options ( NQOs ) and Incentive Stock Options ( ISOs ) Elements Nonqualified Options ( NQOs ) Incentive Stock Options ( ISOs ) Taxation Trigger compensation income when exercised (the difference between the exercise price and the market value on that date) Generally not taxable at time of grant No regular income tax upon exercise. If holding periods are met following exercise (two years from the date of grant and one year from the date of exercise), all of the gain on the stock is capital gain Generally not taxable at time of grant Examples of restrictions Can be issued to consultants and vendors (in addition to employees) May be issued below market price on the date of the grant No restriction on duration Must be issued only to employees Must be priced at the market value of the stock on the date of grant Option can be for no more than 10 years Employer perspective Normally preferred by employers because of the ability to obtain an income tax deduction upon exercise The company will not receive an income tax deduction upon exercise of an ISO by an employee unless holding periods are met Employee perspective Employees will not normally receive capital gains tax treatment upon exercise Employees normally prefer ISOs due to the ability to benefit from capital gains tax treatment Ability to transfer option Yes generally an NQO can be transferred No generally an ISO cannot be transferred Special note If vesting is deferred, taxpayers must comply with IRC Section 409A 9 The exercise of an ISO can impact the application of the Alternative Minimum Tax ( AMT ) Key strategies Generally, one should consider waiting until close to expiration to exercise (potential upside with little capital) Be wary of exercising during periods of time when selling is not permitted (e.g., during a lockup) Work in conjunction with accountants to avoid the imposition of excessive AMT Be wary of exercising during periods of time when selling is not permitted (e.g., during a lockup) 9. IRC Section 409A If deferred compensation requirements outlined in this section are not met, additional tax may be incurred. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 18

Q: Is it possible to gift options? Although it is possible to gift options, the approach normally entails a degree of complexity that is not present when gifting company shares. To illustrate, ISOs must, by definition, be nontransferable. As a result, gifting opportunities are normally limited to NQOs. Even within the context of NQOs, gifting can only take place if permitted under the terms of the company s option plan. Consult with your Accountant: The gift of an NQO does not alter the resultant tax treatment. Therefore, if an optionee transfers a stock option and the recipient exercises it, the income associated with the exercise will remain taxable to the donor. The recipient would thus retain the entire pre-tax spread on the option while the original owner will pay the tax due. For some individuals, this may provide an opportunity for wealth transfer, although they should work closely with their accountants and other advisors to manage any applicable complexities (e.g., planning for the liquidity required to pay the resultant taxes). Vesting requirements may also limit some of the gifting opportunities associated with stock options. The IRS has ruled that a gift of unvested property does not crystallize until the restrictions lapse regardless of when the gift actually occurs. In some instances, the value of an option may be substantially higher when the restrictions lapse than when the gift was initially made. This can create gift tax complications, especially in instances when the resultant gift value breaches exemption amounts. Q: What is a directed share program? A directed share program is a plan that provides employees (and generally, their immediate family members) with the opportunity to acquire shares of company stock as part of an IPO. In some instances, the benefits of a directed share program will be extended to key business partners or customers. Normally, the provisions contained in a directed share program will outline the terms and criteria of participation (e.g., job tenure) as well as the circumstances under which participation rights can be lost. Investors in a directed share program should be aware that they are subject to market risk (and possible loss of principal) as with any other investment. 19

Q: How should one address the question of restricted stock within the context of an IPO? Restricted stock generally refers to shares of stock a company has awarded or sold to an employee, which remain subject to a vesting condition. Normally, the award of stock is not a taxable event. Instead, the employee recognizes income when the vesting restrictions lapse (and the value of the shares at that time is taxable). A sale of restricted stock before the end of the vesting period triggers ordinary income tax. Consult with your Accountant: A primary planning opportunity for restricted stock is an election (known as an IRC Section 83(b) election 10 ) to include the value of the stock in income when received. Although the election accelerates the tax event, the election is favorable if the value of the stock appreciates significantly before the end of the vesting period. By making the IRC Section 83(b) election, the stockholder can capture the resultant appreciation as long-term capital gain upon an eventual sale. One nuance to the IRC Section 83(b) election is that the shareholder must make it within 30 days of receiving the stock. Q: What is qualified small business stock? In cases where an individual s equity in his or her business can be characterized as qualified small business stock ( QSBS ), he or she will benefit from a reduced capital gains tax 11 upon disposition. A further potential benefit stems from the reinvestment of the proceeds (within 60 days) in another qualifying business. To the degree that a qualifying rollover occurs, the original sale will not be characterized as currently taxable. Ultimately, the gain will be subject to taxation upon disposition. However, the ability to defer taxation for a period of time can provide a significant benefit for the taxpayer. Consult with your Investment Representative: For additional information regarding QSBS, consult with your Investment Representative and request a copy of the Barclays publication entitled Organizing Your Wealth Understanding Qualified Small Business Stock (QSBS) and Associated Gain Exclusions. Q: How might one align a pre-ipo timeline of events and requirements with concurrent personal wealth planning? Unfortunately, many entrepreneurs compartmentalize IPO planning as it relates to their companies and their personal wealth management. If possible, a seamless integration of the two undertakings can enhance the opportunity to benefit from a truly coordinated wealth management plan. Figure 9 outlines a sample integrated IPO/wealth planning timeline. 10. An IRC Section 83(b) election is an election to pay tax up front on a stock award if appreciation is anticipated. 11. Subject to any Alternative Minimum Tax ( AMT ) considerations. Please consult with your tax advisor to discuss the effects of AMT on your particular planning circumstances. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 20

Figure 9: A sample integrated IPO/wealth planning timeline 12 24 Months before IPO 9 12 Months before IPO > > Have a clear rationale for going public in addition to an understanding of the business growth trajectory, momentum, and market position > > Meet with management and internal counsel to discuss an IPO > > Focus on reaching revenue targets to maintain positive business momentum and to preserve company value > > Think through short- and long-term strategic business planning > > Build a strong internal and external group of advisors to guide you through the IPO process (e.g., bankers, attorneys, auditors, accountants and underwriters) > > Ensure quality in internal infrastructure, soundness in reporting methodologies, and solidify accounting controls > > Begin drafting a prospectus (Form S-1) > > Determine investor relations providers/plans for communications > > Determine whether or not any financing is required for the IPO > > Meet with stock exchange representatives > > Work with counsel to craft all policies, disclosures, guidelines and procedures required by the SEC. (Note: Guidelines should speak to compensation, governance, ethics, controls, business operations, etc.) > > Develop a plan (that is compliant with SEC standards for public companies) to appoint board members and make new board member selections > > Consider personal tax and trust structuring opportunities 21

Date of IPO 3 9 Months before IPO Final 3 Months before IPO > > File an initial prospectus with the SEC and correspond with the SEC for any required changes > > Upon SEC approval, begin preparations to market the offering > > Submit an application to a stock exchange and reserve a symbol > > Understand and abide by the quiet period restrictions > > Negotiate and complete the underwriting agreement > > Prepare all presentations for the road show > > Hold an organizational meeting and provide education to employees regarding the IPO and associated regulations (e.g., Reg FD) > > Undertake a final review of the trust and estate plans of IPO participants > > File the final registration statement with the SEC > > Obtain a review from FINRA for the underwriting arrangement > > Carry out the road show and market the offering > > Implement a directed share program > > Price the offering > > Receive approval from the stock exchange to trade > > Begin preparations to file the Form 10-Q and the Form 10-K shortly after the IPO closing (which is three days after the stock begins to trade publicly) > > Internal counsel should outline all company responsibilities and obligations for management (to ensure clarity and accuracy) > > Inform all employees about insider trading restrictions in advance of the stock going public Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 22

Step 3 Prepare post-ipo exit strategies 23

IPO participants are generally subject to a variety of post-ipo restrictions that require careful navigation. In addition to the application of the underwriters lockup period, IPO participants are generally subject to a variety of post-ipo restrictions that require careful navigation. For example, stock that is restricted by virtue of SEC Rule 144 12 can only be sold in a prescribed manner (which varies depending upon the total number of shares outstanding and the trading volume). Corporate insiders generally defined as officers, directors, or 10% shareholders of the company are subject to volume restrictions, as well as the short swing profits rule. This rule stipulates that sellers must disgorge any profits arising from a sale occurring within six months of a purchase of the stock. Further, individuals who are subject to the company s policy on insider trading will only be able to sell during approved window periods. As a result, careful planning is normally required during the formulation of any liquidation strategy. 12. SEC Rule 144 is a securities act that stipulates the conditions that must be met in order to sell restricted and controlled securities. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 24

Q: What is a 10b5-1 plan? The reliance upon company-stipulated window periods to sell shares can be problematic for post- IPO individuals for several reasons: > > The market price available at the time may not be advantageous > > There may be many other sellers unloading stock at the same time (and therefore depressing the market) > > The individual may by virtue of his or her activities at the company be privy to nonpublic information that renders a sale impossible An alternative approach involves the utilization of a 10b5-1 plan, which is a tool that allows insiders additional flexibility with regard to structuring stock sales. Under such a plan, an individual adopts a selling program during a window period and at a time when he or she is not in possession of material nonpublic information. The plan, in turn, outlines a formula for selling shares over an extended period of time (Figure 10). So long as subsequent sales remain within the parameters of the plan (which outlines the number, and price, of shares to be sold), the sale will satisfy the requirements of the applicable securities laws. 13 Business owners should note that although a 10b5-1 plan may provide an affirmative defense for an insider, there are considerations and limitations to be aware of (from the implementation of a plan through a plan s termination). Plans must be entered into in good faith and individuals setting up such plans should be cognizant of the fact that once a plan is in place they can no longer control the trade execution. Capital gains taxes may also be imposed upon these sales. Consult with your Investment Representative: Your Investment Representative can introduce you to the individuals that administer 10b5-1 plans. Consult with your Accountant: Your Accountant can outline the optimal manner in which to coordinate your 10b5-1 plan given your particular tax circumstances. 13. A 10b5-1 plan creates an affirmative defense to a claim of insider trading. 25

Figure 10: Sample sale timeline for a 10b5-1 plan Plan Implementation (T = 0) Initial Stock Sale (T + 30 days) Second Stock Sale (T + 60 days) Third Stock Sale (T + 90 days) Upon Plan Termination All share lots sold (if desired) Sale of third lot of shares Sale of second lot of shares Sale of first lot of shares Share reference key Number of share lots owned by plan participant Number of share lots allocated for sale (during a set time period) Number of share lots sold by participant (at a predetermined price) Visuals on this page are for illustrative purposes only. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 26

Q: What are some of the considerations that one should bear in mind when preparing a 10b5-1 plan? Establishing, or participating in, a 10b5-1 plan can normally be facilitated through the adherence to a few simple guidelines and procedures. Figure 11: A sample 10b5-1 checklist Checklist for the business Establish who in Compliance/Legal will be responsible for all internal oversight of plans Determine whether or not all insiders will need to have a 10b5-1 plan Establish a procedure for compliance review and approval for all plan changes and/or cancellations (if allowed) Establish a procedure for monitoring the number of plans (and potential additional entities) that any company insider may have Set a duration of time that a plan must be in place (e.g., 12 months) to limit the likelihood of insider information affecting trading activities Consider if the business would like to implement open window periods during which a plan can be instituted, changed, or cancelled (if allowed) Determine how long the waiting period will be from the date of the plan s implementation until the date that the first trade is made (e.g., 30 days) Decide if any constraints will be imposed on plan changes (e.g., restricting plans from being modified for a stipulated period of time) Determine a procedure for discouraging the cancellation of plans (e.g., restricting how and when a new plan can be instituted following a prior plan cancellation) Checklist for the participant The participant cannot be aware of any insider information at the time the plan is established (he or she must enter into the plan in good faith) The participant cannot retain any level of influence over trading decisions, such as the timing of a transaction, how a transaction is made, etc. The participant must enter into a plan that stipulates the date, value and number of securities to be traded (or a formula to determine these) 27

Step 4 Consider philanthropic planning Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 28

A key benefit of sophisticated philanthropic planning is that it can permit a business owner to combine charitable intent with tax planning and, in some cases, investment portfolio diversification. 14 As noted in Figure 12, there is a range of philanthropic approaches that an individual may wish to consider within the context of pre- and post-ipo planning. Although each possesses unique planning methodologies and tax attributes, one way to conceptualize the various charitable structuring alternatives is to analyze them against the backdrop of three key characteristics flexibility, complexity and cost. Figure 12: A spectrum of philanthropic structuring opportunities Decreasing flexibility Increasing flexibility Decreasing complexity Increasing complexity Decreasing cost Increasing cost Cash Donation Stock Donation Donor Advised Fund CLT or CRT Private Foundation Despite the range of possible philanthropic vehicles, three common charitable planning approaches for pre-ipo planning include: > > Establishing a Charitable Remainder Trust > > Forming a Private Foundation > > Contributing to a Donor Advised Fund For the purposes of illustration, a Charitable Remainder Trust is highlighted on the following page. Q: What is a Charitable Remainder Trust and how can it benefit an individual engaging in an IPO? A Charitable Remainder Trust ( CRT ) * is a common planning technique for those who wish to combine charitable giving with tax-deferred diversification. In function, a CRT pays an annual distribution to a designated beneficiary (usually the donor) for a period of time. Following this period (i.e., at the end of the trust term), any assets remaining in the trust will accrue to a named charity (or to charities to be selected). Visuals on this page are for illustrative purposes only. * Some important considerations for trusts exist. Trusts have inherent limitations and requirements that must be acknowledged/fulfilled in order for these structures to accomplish their purposes. Trusts are not suitable for all business owners. For additional details about these considerations please reference the back page of this document. 14. Diversification does not assure profit or protect against market loss. 29

Figure 13: The basics of a Charitable Remainder Trust Donor Charitable Remainder Trust (CRT) Charity The donor contributes assets (e.g., IPO stock) at no gift or capital gains tax cost, and may receive an income tax deduction. The CRT pays a fixed dollar amount (or fixed percentage) back to the donor which is generally taxable income for the donor s lifetime or for a term of years. Upon the termination of the CRT, the remainder of the assets passes to charity. Upon the establishment of a CRT, the donor receives a charitable donation deduction equal to the present value of the charity s expected remainder interest. 15 Potential income earned by the CRT will remain untaxed until it is distributed to the current beneficiary. As a result, the CRT permits holders to: > > Diversify their portfolio through the sale of shares by the CRT > > Defer the tax until receipt of payments by the individual beneficiary > > Compound their investment returns by investing the pre-tax value of the stock rather than the after-tax value CRTs also benefit from their inherent flexibility as wealth management planning tools. A donor retains a great deal of latitude in determining the duration of the trust instrument (anywhere up to 20 years or for life). The individual forming the CRT can also determine the value of the distributions as well as the identity of the ultimate charitable beneficiary (including his or her private foundation). Consult with your Wealth Advisor and your Trust & Estate Attorney: Your advisory team can outline the advantages and disadvantages associated with each type of charitable giving strategy and can help you to meet your wealth management goals. Q: Should charitable gifts be made pre- or post-ipo? While every situation must be analyzed to properly account for its unique characteristics, as a general rule, charitable gifts are best made on a post-ipo basis. The Internal Revenue Code has a number of restrictions concerning donations of private company stock which will not apply post-ipo. This, in turn, will normally provide for a potentially favorable post-ipo tax result as well as a simplified donative process. This is true regardless of the nature of the charitable donee (e.g., donor advised fund, CLT, CRT, private foundation, etc.). A business owner s stock often has little to no basis, so it is important that any post-ipo donation is made with the stock itself. It is important to recognize that selling the stock and donating the cash sale proceeds is not a tax-efficient strategy, since the sale can trigger a capital gains tax liability. Consult with your Trust & Estate Attorney and your Accountant: Your Trust & Estate Attorney and your tax advisor can work with you to determine the timing and structure of a charitable gift. Visuals on this page are for illustrative purposes only. 15. This deduction is subject to any applicable income tax limitations on charitable deductions. For further information, see the Wealth Advisory publication Tax Landscape Considerations, Comments and Calculations. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 30

Step 5 Consider next steps 31

Q: How should a post-ipo entrepreneur begin to prepare for the next phase of his or her wealth management journey? For many entrepreneurs, the post-ipo phase of ownership represents an opportunity to functionally transition from business owner to investor. Figure 14: Post-IPO wealth planning What is the next step in the strategic life cycle of business ownership? What do I need to consider as I form my business? VOLUME 1 Formation phase What do I need to consider as I grow my business? VOLUME 2 Growth phase What do I need to consider as I transition my business? VOLUME 3 Transitioning to family members or VOLUME 4 Pre-IPO planning What do I need to consider after exiting my business? VOLUME 6 Post-Exit considerations or VOLUME 5 Pre-Sale planning Barclays has adopted a tailored approach to investment management that ensures that the issue of how to invest an individual s assets appropriately becomes a logical by-product of his or her personal wealth goals and circumstances. Specifically, this methodology provides that an individual should seek to: > > Understand his or her wealth > > Organize his or her wealth > > Understand his or her financial personality > > Invest his or her wealth > > Understand his or her risk tolerance These topics, as well as other issues of interest to former business owners, are addressed in the last book in this series Strategic wealth management for entrepreneurs and business owners (Volume 6: Post-Exit considerations). Consult with your Investment Representative: For further details regarding Barclays approach to investing, ask your Investment Representative for a copy of the Barclays publication entitled Managing Your Wealth with Barclays. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 32

It is good to have an end to journey toward; but it is the journey that matters Ernest Hemingway 33

Conclusion A road well traveled For entrepreneurs, an IPO serves as an end of sorts. However, if the journey leading up to it benefits from a sound wealth management plan, one can effortlessly transition from entrepreneur to investor. The foundations upon which such undertakings are predicated upon remain constant. Ultimately, a thoughtful, integrated and strategically aligned wealth management process can help to ensure that an IPO serves as the triumphant culmination of one s entrepreneurial journey rather than an opportunity for the entrepreneur to reflect upon what might have been. A path ahead At Barclays, we appreciate that few undertakings are as complex, as time-consuming and as all-encompassing as embarking upon an initial public offering. However, while we appreciate the challenges associated with the endeavor, we also understand the opportunities that it may afford. For those entrepreneurs who partner with their advisors to craft a strategic and integrated wealth management plan, the IPO can serve as the apex of professional and financial achievement. One need only benefit from a good plan and good advisors who appreciate the value of holistic wealth management. We look forward to walking this path with you now and following your IPO. Strategic wealth management for entrepreneurs and business owners Volume 4: Pre-IPO planning 34

Important considerations Charitable Remainder Trust (CRT): While a CRT is an effective philanthropic planning tool, it may not be a suitable charitable structure for all business owners. There are limitations, considerations and inherent risks in utilizing a CRT. A CRT is an irrevocable trust and there is no guarantee that the stock value within a CRT will appreciate. If no substantial appreciation occurs, then there is a possibility that little or no asset value passes on to the charitable beneficiary at the end of the trust s term. The applicability of a CRT could be curtailed if legislation changes in the future. Consult with your legal and tax advisors for more complete information. Direct Gifting: If the value of the gift exceeds the grantor s lifetime gift exemption, then the grantor may be exposed to unwanted taxation. Although direct gifting is an effective strategy, it may not be suitable for all business owners. There are limitations and considerations to be aware of as direct gifting will remove assets from a business owner s estate (thereby generally removing the business owner s control over these assets). This could potentially reduce access to future liquidity. Consult with your legal and tax advisors for more complete information. Grantor Retained Annuity Trust (GRAT): If the stock that has been transferred to a GRAT does not appreciate over the term of the trust, then all assets in the trust will revert back to the grantor at the end of the GRAT term. A GRAT is an irrevocable trust which will terminate only by the end of the stipulated term or in the event of the death of the grantor (where any trust assets will revert back into the grantor s estate). Keep in mind that although a GRAT can be used to minimize the impact of gift and estate taxes for the purpose of effective business succession planning, it may not be suitable for all business owners. The applicability of a GRAT could be curtailed if legislation changes in the future. Consult with your legal and tax advisors for more complete information. Intentionally Defective Grantor Trust (IDGT): Although an IDGT seeks to minimize gift and estate tax consequences, it may not be a suitable structure for all business owners. There are limitations, considerations and inherent risks in utilizing an IDGT. An IDGT is an irrevocable trust and there is no guarantee for asset appreciation within the structure. When setting up an IDGT it is important for a business owner to note that a portion of his or her annual gift tax exemption may be used up by establishing the trust. The applicability of an IDGT could be curtailed if legislation changes in the future. Consult with your legal and tax advisors for more complete information. Trust Structure: A trust is a useful tool for the purpose of estate and wealth planning; however, trusts may not be suitable for all business owners. Many trusts are irrevocable and cannot be retracted once they are put in place. There may also be a mortality risk associated with some trust planning. In such instances, the purpose of a trust may not be fulfilled if the grantor passes away prior to the trust s termination date. Consult with your legal and tax advisors for more complete information. 35

Retirement Account General Disclosure This report is intended to provide only investment education and information and is not intended to constitute investment advice or an investment recommendation within the meaning of the Employee Retirement Income Security Act of 1974 ( ERISA ) or Section 4975 of the Internal Revenue Code of 1986 (the Code ). Any investment products or managers specified in this report are for illustrative purposes only and other products or managers may be available or appropriate to fulfill the particular asset class. You are solely responsible for evaluating and acting upon the education and information contained in this report, and you will not rely on this report, the information contained herein, or Barclays as a primary basis for your investment decisions. Moreover; any discussion, analyses, or information furnished by Barclays regarding its advisory services, including sample asset allocations or discussions of potential investment options or alternatives, should not be considered investment advice or part of any advisory service offered by Barclays. Such discussion, analyses and information is provided for educational purposes only and for the purpose of allowing you to understand and evaluate Barclays various advisory services and available investment alternatives. Accordingly, you acknowledge and agree that: (i) any and all discussions, analyses, and information furnished by Barclays in connection with your retention of Barclays or investment in an investment alternative was not intended to and shall not serve as a primary basis for your decision with respect to any investment determination; (ii) Barclays is not providing investment advice or otherwise acting as a fiduciary under the Investment Advisers Act of 1940, ERISA, or Section 4975 of the Code in connection with such discussions, analyses, or information; and (iii) any and all asset allocation and investment option decisions, both initial and ongoing, are made independently by you and without reliance upon any advice or recommendations of Barclays. Important Disclosures Diversification does not guarantee a profit or protect against a loss. Investing in securities involves a certain amount of risk. You are urged to review all prospectuses and other offering information prior to investing. Past performance is not a guarantee of future performance. This material is provided by Barclays for information purposes only, and does not constitute tax advice. Neither Barclays in the US nor its Wealth and Investment Management employees in the US render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. Barclays does not guarantee favorable investment outcomes. Nor does it provide any guarantee against investment losses. Barclays refers to any company in the Barclays PLC group of companies. Barclays offers wealth management products and services to its clients through Barclays Bank PLC ( BBPLC ) and functions in the United States through Barclays Capital Inc. ( BCI ), an affiliate of BBPLC. BCI is a registered broker dealer and investment adviser, regulated by the U.S. Securities and Exchange Commission, with offices at 745 Seventh Avenue, New York, New York 10019. Member FINRA and SIPC. The wealth management products offered by Barclays in the United States clear through, and where applicable, assets are custodied by, Pershing LLC, a subsidiary of the Bank of New York Mellon Corporation. Pershing LLC is a member of FINRA, NYSE and SIPC. Barclays Bank PLC is registered in England and authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Registered No. 1026167. Registered Office: 1 Churchill Place, London E14 5HP. Copyright 2015 Barclays. CSNY483002 v33 July 2015