OMB No. 1545-0123
                                  Transfer Agreement Under Section 965(h)(3)
Form  965-C                                                                                                              File in Duplicate 
(December 2019)
Department of the Treasury        ▶ Go to www.irs.gov/Form965C for instructions and the latest information.              (see When and Where To File 
Internal Revenue Service                                                                                                 in the separate instructions)
Part I    Transferor Information
Name of eligible section 965(h) transferor (see instructions for definition)                                       Taxpayer identification number

Address (number, street, room, suite, or P.O. box number)

City or town, state or province, country, and ZIP or foreign postal code

Part II   Transferee Information
Name of eligible section 965(h) transferee (see instructions for definition)                                       Taxpayer identification number

Address (number, street, room, suite, or P.O. box number)

City or town, state or province, country, and ZIP or foreign postal code

Part III  Acceleration Event
1     Select the acceleration event leading to this transfer agreement:
a         A liquidation, sale, exchange, or other disposition of substantially all of the assets of the transferor (other 
          than by reason of death)
      (1) Did the transferee acquire substantially all of the transferor’s assets?  .          . . . . . . .       . . . . .        Yes          No
      (2) Is the acceleration event a qualifying consolidated group member transaction?              . . . .       . . . . .        Yes          No
      (3) If the event is a qualifying consolidated group member transaction, is the transferee the departing member 
          or a qualified successor? .     . .            . . .               . . . . . . . . . . . . . . . .       . . . . .        Yes          No
b         Transferor became a member of a consolidated group
c         Transferor  is  a  consolidated  group  that  ceased  to  exist  or  otherwise  discontinued  filing  a  consolidated
          return resulting from (check the box below that applies)
      (1)      Acquisition  of  a  consolidated  group  in  which  the  acquired  consolidated  group  members  joined  a 
               different consolidated group as of the day following the acquisition
               If the box on line 1c(1) is checked, is the transferee the agent (within the meaning of Regulations section
               1.1502‐ 77) of the consolidated group?  .                     . . . . . . . . . . . . . . . .       . . . . .        Yes          No
      (2)      Consolidated group ceasing to exist due to the transfer of the assets of one or more members to other 
               members with one entity (the successor entity) remaining
               If the box on line 1c(2) is checked, is the transferee the successor entity?  .       . . . .       . . . . .        Yes          No
      (3)      Consolidated group ceasing to exist due to the termination of the subchapter S election (pursuant to 
               section 1362(d)) of a shareholder of the common parent of the group, and, for the shareholder’s tax 
               year immediately following the termination, the shareholder joins in the filing of a consolidated return as 
               a consolidated group that includes all of the members of the former consolidated group.
               If  the  box  on  line  1c(3)  is  checked,  is  the  transferee  the  agent  of  the  consolidated  group  that  the
               shareholder  whose  subchapter  S  election  was  terminated  and  all  of  the  members  of  the  former 
               consolidated group joined?   .            . . .               . . . . . . . . . . . . . . . .       . . . . .        Yes          No
2     Enter the date of the acceleration event  .          . .               . . . . . . . . . . . . . . . .       . .  ▶
3     Provide a detailed description of the acceleration event:

Part IV   Report of Unpaid Section 965(h) Net Tax Liability Being Assumed
4     Enter the amount of the transferor’s section 965(h) net tax liability remaining unpaid (see instructions)          $
5     Enter the date on which the next installment payment is due  .                   . . . . . . . . . . .       . .  ▶
Part V    Transferee’s Ability to Pay Remaining Liability
6     Is  the  transferee  able  to  make  the  remaining  payments  required  under  section  965(h)  with  respect  to  the
      section 965(h) net tax liability being assumed?                        . . . . . . . . . . . . . . . .       . . . . .        Yes          No
7     Does the transferee’s leverage ratio exceed 3:1?  .                      . . . . . . . . . . . . . . .       . . . . .        Yes          No
8     Provide any additional information pertaining to the transferee’s ability to pay:

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.                 Cat. No. 72022G         Form 965-C (12-2019)

Form 965-C (12-2019)                                                                                                                                      Page 2
Part VI     Terms of Agreement

By signing this transfer agreement, you agree to the following:
• This document constitutes an agreement by the transferee to assume the liability of the transferor for any unpaid installment 
payments of the transferor under section 965(h).
• The transferee and the transferor (if it continues to exist immediately after the acceleration event) agree to comply with all of the 
conditions and requirements of section 965(h) and Regulations section 1.965-7(b), as well as any other applicable requirements of 
the regulations under section 965.
• If the transferor continues to exist immediately after the acceleration event, the transferor and any successor to the transferor will 
remain jointly and severally liable for any unpaid installment payments of the transferor under section 965(h), including, if applicable, 
under Regulations section 1.1502-6.
• If the Commissioner requests additional information (for example, additional information regarding the ability of the transferee to 
fully pay the remaining section 965(h) net tax liability), the transferee will provide such information.
• If the Commissioner determines, at the time of submission or such later date until the section 965(h) net tax liability has been fully 
paid, that this transfer agreement contains a material misrepresentation or material omission, or if the transferee does not provide 
the additional information requested by the Commissioner within a reasonable timeframe communicated by the Commissioner to 
the transferee, the Commissioner may reject the transfer agreement effective as of the date of the related acceleration event or, in 
the alternative, on the date the Commissioner determines that this transfer agreement includes a material misrepresentation or 
material omission.
• If the Commissioner rejects the transfer agreement, at the time of submission or such later date, any unpaid installment payments 
of the transferor assumed by the transferee become due and payable on the date of rejection. 
• The transferee waives the right to a notice of liability and consents to the immediate assessment of the portion of the transferor’s 
section 965(h) net tax liability remaining unpaid, as shown in Part IV. The transferee understands that by signing this agreement, the 
transferee will not be able to contest this liability in Tax Court, except as additional transferee or fiduciary liability is determined for 
this year.

                                                      Transferor Signature
          Under penalties of perjury, I declare that I have examined this form, and to the best of my knowledge and belief, Parts I, III and IV are true, correct and 
          complete. I certify that I have the authority to execute this transfer agreement for the eligible section 965(h) transferor reported in Part I.
          ▲                                                    ▲
Sign 
Here        Signature                                                     Date

            Print name                                                    Print title

            Email address                                                 Daytime phone
                                                      Transferee Signature
          Under penalties of perjury, I declare that I have examined this form, and to the best of my knowledge and belief, Parts II, III, IV, and V are true, correct and 
          complete. I certify that I have the authority to execute this transfer agreement for the eligible section 965(h) transferee reported in Part II.
          ▲                                                    ▲
Sign 
Here        Signature                                                     Date

            Print Name                                                    Print title

            Email address                                                 Daytime phone
If either the transferor or the transferee is a corporation, the agreement must be signed with the corporate name, followed by the 
signature and title of the officer authorized to sign.
                                                                                                        Form 965-C (12-2019)