For your information and for forwarding to your clients, we are enclosing the following documents:
1.
The Offer to Purchase;
2.
The Letter of Transmittal to be used by holders of Shares to tender Shares and for the information of your clients;
3.
Form of Notice of Guaranteed Delivery to be used to accept the Offer and tender Shares pursuant to the Offer if the procedure for book-entry transfer cannot be completed by the Expiration Time or if all other required documents cannot be delivered to the Depositary by the Expiration Time;
4.
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9;
5.
Letter that may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee), with space provided for obtaining such clients’ instructions with regard to the Offer; and
6.
Return envelope addressed to Computershare Trust Company, N.A., the Depositary.
Shareholders must make their own decision as to whether to tender their Shares and, if so, how many Shares to tender and at what price or prices. Your clients should read carefully the information set forth or incorporated by reference in the Offer to Purchase and in the related Letter of Transmittal, including the Company’s purpose for making the Offer.
Certain conditions to the Offer are described in “Conditions to the Offer” of the Offer to Purchase. To be valid, all tenders must be in proper form as described in “Procedures for Tendering and Withdrawing Shares” of the Offer to Purchase.
We urge you to contact your clients promptly. Please note that the Offer, the proration period and withdrawal rights will expire at midnight, New York City time, at the end of the day on November 10, 2022, unless extended.
Under no circumstances will interest be paid on the purchase price of the Shares regardless of any extension of, or amendment to, the Offer or any delay in paying for such Shares.
None of the Company, our Board of Directors, the Dealer Manager, the Information Agent or the Depositary makes any recommendation as to whether any shareholder should tender Shares pursuant to the Offer or as to the purchase price or prices at which a shareholder may choose to tender them. Each of your clients must make their own decision after consulting with his or her own advisors whether to tender their Shares and, if so, how many Shares to tender and the price or prices at which they will tender them. In doing so, your clients should read carefully the information in the Offer, including the purposes and effects of the Offer.
Additional copies of the enclosed material may be obtained from the undersigned or the Information Agent listed on the back cover of the Offer to Purchase. Any questions you may have with respect to the Offer should be directed to us by calling (888) 474-0200.
Very truly yours,
Evercore Group L.L.C.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE DEPOSITARY, THE INFORMATION AGENT OR THE DEALER MANAGER OR ANY AFFILIATE OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY MATERIAL ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY CONTAINED IN SUCH MATERIAL.