Pricing Term Sheet

dated as of December 8, 2022

Issuer intends to use the proceeds from the Common Stock Offering and the Depositary Shares Offering to fund the Acquisition by increasing the minimum Cash Consideration and reducing the amount of Series A Preferred Stock to be issued to the Primary Seller under the Purchase Agreement in connection with the Acquisition. The Issuer will use any remaining Series A Preferred Stock issuable under the Purchase Agreement, together with proceeds from the notes offering and borrowings under the term loan facility (each as defined in the Common Stock Preliminary Prospectus Supplement and the Depositary Shares Preliminary Prospectus Supplement), to fund the remaining consideration for the Acquisition and to pay fees and expenses in connection with the Transactions, including the payment of certain of Howden’s debt at the closing of the Acquisition. The Issuer has elected not to exercise its option to satisfy its obligations under the Purchase Agreement to issue Series A Preferred Stock to the Primary Seller by instead delivering shares of Common Stock to the Primary Seller.

On December 8, 2022, the Issuer priced its previously announced offering of $1,460,000,000 aggregate principal amount of 7.500% senior secured notes due 2030 at an issue price of 98.661% and $510,000,000 aggregate principal amount of 9.500% unsecured notes due 2031 at an issue price of 97.949%. The notes offering is expected to close on December 22, 2022, subject to customary closing conditions.

The closing of the Common Stock Offering and the closing of the Depositary Shares Offering are not contingent upon each other and are not contingent upon the closing of the notes offering, the term loan facility or the Acquisition. If the Acquisition is not consummated for any reason, the Issuer intends to use all of the proceeds from the Common Stock Offering and the Depositary Shares Offering for normal working capital needs, repayment of indebtedness, capital expenditures, acquisitions and investments. See “Use of Proceeds” in the Common Stock Preliminary Prospectus Supplement and the Depositary Shares Preliminary Prospectus Supplement.

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

BofA Securities, Inc.

Evercore Group L.L.C.

Stifel, Nicolaus & Company, Incorporated

BTIG, LLC

Craig-Hallum Capital Group LLC

Johnson Rice & Company L.L.C.

Lake Street Capital Markets LLC

Seaport Global Securities LLC

Tuohy Brothers Investment Research, Inc.

6.75% of the liquidation preference of $1,000 per share of the Mandatory Convertible Preferred Stock per year. Dividends will accumulate from the Settlement Date and, to the extent that the Issuer is legally permitted to pay dividends and its board of directors, or an authorized committee thereof, declares a dividend payable with respect to the Mandatory Convertible Preferred Stock, the Issuer will pay such dividends in cash or, subject to certain limitations, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer’s board of directors in its sole discretion; provided that any unpaid dividends will continue to accumulate.

The expected dividend payable on the first Dividend Payment Date is approximately $17.25 per share of Mandatory Convertible Preferred Stock (equivalent to approximately $0.8625 per Depositary Share). Each subsequent dividend is expected to be $16.875 per share of Mandatory Convertible Preferred Stock (equivalent to $0.84375 per Depositary Share).

The conversion rate for each share of Mandatory Convertible Preferred Stock will not be more than 8.4620 shares of Common Stock and not less than 7.0520 shares of Common Stock (respectively, the “Maximum Conversion Rate” and “Minimum Conversion Rate”), depending on the applicable market value (as defined in the Depositary Shares Preliminary Prospectus Supplement) of the Common Stock, as described below and subject to certain anti-dilution adjustments. Correspondingly, the conversion rate per Depositary Share will be not more than 0.4231 shares of Common Stock and not less than 0.3526 shares of Common Stock.

The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments described in the Depositary Shares Preliminary Prospectus Supplement, based on the applicable market value of the Common Stock:

Applicable Market Value of
the Common Stock

Greater than the Threshold Appreciation Price

Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price

Less than the Initial Price

Conversion Rate per Share

of Mandatory Convertible

Preferred Stock

7.0520 shares of Common Stock

Between 7.0520 and 8.4620 shares of Common Stock, determined by dividing $1,000 by the applicable market value

8.4620 shares of Common Stock

Applicable Market Value of
the Common Stock

Greater than the Threshold Appreciation Price

Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price

Less than the Initial Price

Conversion Rate per

Depositary Share

0.3526 shares of Common Stock

Between 0.3526 and 0.4231 shares of Common Stock, determined by dividing $50 by the applicable market value

0.4231 shares of Common Stock

If a fundamental change (as defined in the Depositary Shares Preliminary Prospectus Supplement) occurs on or prior to December 15, 2025, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of Common Stock at the fundamental change conversion rate (as defined in the Depositary Shares Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date (as defined in the Depositary Shares Preliminary Prospectus Supplement) of such fundamental change and ending on, and including, the earlier of (a) the date that is 20 calendar days after such effective date (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change) and (b) December 15, 2025. For the avoidance of doubt, the period described in the immediately preceding sentence may not end on a date that is later than December 15, 2025.

The following table sets forth the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock based on the effective date of the fundamental change and the stock price (as defined in the Depositary Shares Preliminary Prospectus Supplement) in the fundamental change:

December 13, 2022

December 15, 2023

December 15, 2024

December 15, 2025

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

•   if the stock price is between two stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be determined by straight-line interpolation between the fundamental change conversion rates per share of Mandatory Convertible Preferred Stock set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day or 366-day year, as applicable;

•   if the stock price is in excess of $220.00 per share (subject to adjustment in the same manner as the stock prices in the column headings of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Minimum Conversion Rate; and

•   if the stock price is less than $60.00 per share (subject to adjustment in the same manner as the stock prices in the column headings of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Maximum Conversion Rate.

December 13, 2022

December 15, 2023

December 15, 2024

December 15, 2025

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

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

•   if the stock price is in excess of $220.00 per share (subject to adjustment in the same manner as the stock prices in the column headings of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Depositary Share will be the Minimum Conversion Rate, divided by 20; and

•   if the stock price is less than $60.00 per share (subject to adjustment in the same manner as the stock prices in the column headings of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Depositary Share will be the Maximum Conversion Rate, divided by 20.

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

BofA Securities, Inc.

Evercore Group L.L.C.

Stifel, Nicolaus & Company, Incorporated

BTIG, LLC

Craig-Hallum Capital Group LLC

Johnson Rice & Company L.L.C.

Lake Street Capital Markets LLC

Seaport Global Securities LLC

Tuohy Brothers Investment Research, Inc.