PURCHASE PRICE AND EXPIRATION DATE
All references to the price range for the Offer or the range of prices at which the Purchasers are offering to purchase Common Shares are hereby amended to refer to a price of not greater than $70.00 and not less than $61.00 per Common Share.
All references to the minimum purchase price in the Offer are hereby amended to refer to a minimum purchase price of $61.00 per Common Share.
All references to the maximum purchase price in the Offer are hereby amended to refer to a maximum purchase price of $70.00 per Common Share.
All references to the maximum aggregate purchase price in the Offer (i.e., the aggregate purchase price if we purchase the full 6,340,000 Common Shares we are offering to purchase at the maximum purchase price) are hereby amended to refer to an aggregate purchase price of $443.8 million.
All references to the expiration date for the Offer are hereby amended to refer to 12:00 Midnight, New York City time, at the end of November 28, 2022.
PROCEDURES FOR TENDERING COMMON SHARES
All valid tenders of shares made prior to the announcement of the increased price range remain valid. Stockholders may tender their Common Shares using the amended Letter of Transmittal the Purchasers have filed with the SEC to reflect the increase in price range. However, stockholders may also tender using the original Letter of Transmittal. A stockholder that validly tendered or validly tenders Common Shares using the original Letter of Transmittal or original Notice of Guaranteed Delivery will be deemed to have tendered their Common Shares at $61.00 per Common Share. Stockholders who have already tendered prior to the announcement of the increased price range and who wish to change the price at which they are willing to sell Common Shares in the Offer must withdraw their tenders in the manner described in the Offer to Purchase and re-tender indicating the new price at which they are willing to sell Common Shares in the Offer.
Stockholders tendering Common Shares using a Notice of Guaranteed Delivery must deliver such Notice of Guaranteed Delivery to the Depositary by email, mail or overnight courier before the Expiration Date, as provided for in the Amended Form of Notice of Guaranteed Delivery.
PRICE RANGE OF COMMON SHARES
The high and low closing sales prices of the Common Shares on the NYSE during the fourth quarter of the year ended December 31, 2022 (through November 10, 2022) were $66.35 per Common Share and $53.55 per Common Share, respectively. See Section 7 of the Offer to Purchase for additional information about the price range of the Common Shares.
On November 10, 2022, the last full trading day prior to the announcement of the increased price range for the Offer, the closing sale price of the Common Shares on the NYSE was $66.35 per Common Share. Stockholders are urged to obtain current market quotations for the Common Shares before deciding whether and at what price or prices to tender their Common Shares.
If you have questions or need assistance, you should contact the Information Agent, D.F. King & Co., Inc., or the Dealer Manager, Jefferies LLC, at their respective addresses and telephone numbers set forth below. If you require additional copies of the Offer to Purchase, this Amendment and Supplement, the Letter of Transmittal, the Notice of Guaranteed Delivery or other related materials, you should contact the Information Agent.
