Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: "On January 13, 2025, PS Holdco submitted a non-binding proposal letter to the Issuer regarding a potential merger transaction (the "Proposal") in which a newly formed merger subsidiary of PS Holdco would merge with and into the Issuer, with the Issuer as the surviving corporation in the merger (also referred to herein as the Issuer, as applicable). The Issuer's stockholders would benefit from a cash/stock election that would enable them to elect to receive merger consideration in cash at $85 per share, or to 'roll-over' all or a portion of their shares. The cash/stock election would be subject to proration intended to ensure that the Issuer maintains a public float of at least 13.6 million shares, or 30.8% of its then issued and outstanding share capital. The Pershing Square Funds would elect to roll-over their 37.6% stake in the Company (which will not be subject to proration). The cash portion of the Proposal is expected to be funded by (1) PS Holdco acquiring 11,764,706 shares of Common Stock at $85 per share for $1 billion from its current balance sheet and (2) a $500 million simultaneous share repurchase by the Issuer at $85 per share for up to 5,882,353 shares of Common Stock financed by bonds newly issued by the Issuer. Based on the proposed structure and the likely resulting capitalization, Jefferies LLC, our financial advisor for the Proposal, believes that the financing should be ratings neutral to the Issuer. We have also received a letter from Jefferies LLC indicating that it is highly confident that the $500 million of bond financing will be available to complete the transaction. The shares of Common Stock acquired by PS Holdco would be in addition to the Reporting Persons' current beneficial ownership of the Common Stock reported in the Schedule 13D. After giving effect to the Proposal (before giving effect to any investment by Strategic Partners as described below), the Reporting Persons expect to have beneficial ownership of a minimum of 61.1% and a maximum of 69.2% of the Issuer's Common Stock. PS Holdco may invite a small consortium of key strategic partners (the "Strategic Partners") to participate in the Proposal. Capital invested by these Strategic Partners would be available to increase balance sheet cash at the Issuer for future investment and/or reduce a portion of the Pershing Square Funds' beneficial ownership of the Issuer's Common Stock. The additional investment by Strategic Partners would not affect PS Holdco's investment in the Issuer or impact the Issuer's post-closing public float. The Reporting Persons understand that the Board of Directors of the Issuer has appointed a Special Committee of independent directors to consider any proposal the Reporting Persons may make. The Reporting Persons are prepared to subject the Proposal to the prior approval of the Special Committee as well as to a non-waivable condition requiring the approval of holders of a majority of the Common Stock of the Issuer not owned by the Reporting Persons or parties affiliated with or advised by the Reporting Persons. No assurances can be given regarding the terms and details of any potential transaction, that the Proposal or any other proposal made by the Reporting Persons regarding any potential transaction will be accepted by the Issuer and/or approved by its stockholders, that any financing necessary to consummate the potential transaction will be obtained, that definitive documents relating to any such potential transaction will be executed, or that a potential transaction will be consummated in accordance with such documents, if at all. The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the Proposal Letter, dated as of January 13, 2025, a copy of which is attached as Exhibit 99.22 to the Schedule 13D and incorporated herein by reference. Neither the Schedule 13D nor the Proposal is an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through separate materials filed with the U.S. Securities and Exchange Commission. Holders of Common Stock of the Issuer and other interested parties are urged to read these materials when and if they become available because they will contain important information. Holders of Common Stock of the Issuer will be able to obtain such documents (when and if available) free of charge at the Commission's web site, www.sec.gov. The Reporting Persons reserve the right to modify the Proposal at any time. While the Proposal remains under consideration by the Issuer, the Reporting Persons expect to respond to inquiries from, and negotiate the terms of the Proposal with, a Special Committee of the Issuer's Board of Directors formed to evaluate the Proposal and such Committee's representatives. The Reporting Persons may elect not to update or provi