210,587,288 shares (or 215,461,638 shares if the underwriters of the Common Stock Offering exercise their option to purchase additional shares of Common Stock in full).

Amounts are based on 178,091,621 shares of Common Stock outstanding as of December 31, 2018, and do not reflect the expected issuance of 21,661,095 shares in the Private Placement (as defined in the Preliminary Prospectus Supplements). In addition, share numbers and amounts do not reflect shares of Common Stock issuable upon settlement of the Purchase Contracts (as defined below), shares of Common Stock reserved for issuance upon exercise of stock options outstanding, shares of Common Stock reserved for issuance upon vesting of time based restricted stock units (including reinvested dividends), shares of Common Stock reserved for issuance upon the vesting of performance based restricted stock units or performance share units or additional shares the Issuer may issue under its dividend reinvestment program, employee stock purchase plan or 401(k) savings plans.

Goldman Sachs & Co. LLC
RBC Capital Markets, LLC

Merrill Lynch, Pierce, Fenner & Smith

Each Unit is comprised of two parts:

·          a prepaid stock purchase contract issued by Issuer (a “Purchase Contract”); and

·          a senior amortizing note issued by Issuer (an “Amortizing Note”), which has an initial principal amount of $8.62909 per Amortizing Note, bears interest at a rate of 3.00% per annum and has a final installment payment date of April 30, 2022.

Applicable Market Value of
Common Stock

Settlement Rate

Value of Common Stock Delivered
(Based on the Applicable Market
Value Thereof)

The exact stock price and effective date may not be set forth in the table above, in which case:

·          if the applicable stock price is between two stock prices in the table or the applicable effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by straight line interpolation between the fundamental change early settlement rates set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365- or 366-day year, as applicable;

·          if the applicable stock price is greater than $100.00 per share (subject to adjustment in the same manner and at the same time as the stock prices set forth in the column headings of the table above), then the fundamental change early settlement rate will be the Minimum Settlement Rate; or

·          if the applicable stock price is less than $10.00 per share (subject to adjustment in the same manner and at the same time as the stock prices set forth in the column headings of the table above, the “Minimum Stock Price”), the fundamental change early settlement rate will be determined as if the stock price equaled the Minimum Stock Price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two effective dates in the table.

The maximum number of shares of Common Stock deliverable under a Purchase Contract is 1.4442, subject to adjustment in the same manner and at the same time as the fixed settlement rates as set forth under “Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates” in the Units Preliminary Prospectus Supplement.

If the closing of the Acquisition has not occurred on or prior to April 22, 2020, or if, prior to such date, the Purchase Agreement is terminated, the Issuer may elect to redeem all, but not less than all, of the outstanding Purchase Contracts, for the applicable redemption amount, as described under “Description of the Purchase Contracts—Acquisition Termination Redemption” in the Units Preliminary Prospectus Supplement, by delivering notice during the five business day period immediately following the earlier of (x) April 22, 2020 if the closing of the Acquisition has not occurred on or prior to such date and (y) the date on which the Purchase Agreement is terminated.

“Redemption amount” per Purchase Contract means:

·         if the acquisition termination stock price (as defined in the Units Preliminary Prospectus Supplement) is equal to or less than the Reference Price, an amount of cash equal to (x) $50.00 less (y) the applicable repurchase price for the Amortizing Notes; or

·          if the acquisition termination stock price is greater than the Reference Price, a number of shares of the Common Stock (the “acquisition redemption rate”) equal to the number of shares of Common Stock determined by reference to the table set forth above in “—Early Settlement Upon a Fundamental Change” (with references to “stock price” deemed to refer to the “acquisition termination stock price,” references to “fundamental change early settlement rate” deemed to refer to the “acquisition redemption rate,” and references to “effective date” deemed to refer to the date of the related acquisition termination redemption notice); provided that the Issuer may elect to pay cash in lieu of delivering any or all of the shares of Common Stock in an amount equal to such number of shares multiplied by the redemption market value; provided further that, if the Issuer so elects to pay cash, the Issuer will specify in the acquisition redemption notice (as defined in the Units Preliminary Prospectus Supplement) the number of shares of Common Stock that will be replaced with cash.

RBC Capital Markets, LLC
Goldman Sachs & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith