EXPLANATORY NOTE
PREAMBLE
This Amendment No. 2 amends the Statement on Schedule 13D initially filed on January 2, 2018 with the Securities and Exchange Commission and amended on November 21, 2018 (as amended, the
Schedule 13D
) by (i) CD&R Boulder Holdings, L.P., a Cayman Islands exempted limited partnership (
CD&R Holdings
), and (ii) CD&R Investment Associates IX, Ltd. (
CD&R Holdings GP
) (together with CD&R Holdings, collectively, the
Reporting Persons
).
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented to add the following:
On March 14, 2019, CD&R Holdings acquired from Credit Suisse Capital LLC (
CS
) 5,609,763 Common Shares for a total acquisition price of $186,876,912.87, pursuant to a previously disclosed agreement with CS dated as of November 20, 2018 (the
Agreement
). CD&R Holdings funded the acquisition with one of more of the Reporting Persons or their respective affiliates cash on hand from capital contributions from its partners.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented to add the following:
(a)
(i)
CD&R Holdings is the beneficial owner of 15,618,782 Common Shares on an as-converted basis. 9,694,619 of such Common Shares are issuable upon conversion (based on an initial conversion price of $41.26, as adjusted), at the option of the holder, of the 400,000 Preferred Shares that, as of the date hereof, are held directly by CD&R Holdings. 314,400 and 5,609,763 of such Common Shares were acquired by CD&R Holdings on August 9, 2018 and March 14, 2019, respectively, and are, as of the date hereof, held directly by CD&R Holdings. Taking into account this beneficial ownership, CD&R Holdings voting interest is approximately 19.99% of the voting power of the Issuer, based on (x) an initial conversion price of $41.26 with respect to the Preferred Shares and (y) 68,438,361 Common Shares outstanding as of January 31, 2019, as reported in the Issuers Form 10-Q, filed February 8, 2019.
(c)
The 5,609,763 Common Shares acquired by CD&R Holdings on March 14, 2019 pursuant to the Agreement were acquired at a price per share equal to $33.3128.
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