EXPLANATORY NOTE
PREAMBLE
This Amendment No. 9 (the
Amendment) amends the Statement on Schedule 13D initially filed on January 2, 2018 with the Securities and Exchange Commission and amended on November 21, 2018, March 14, 2019, June 28, 2019, September 25,
2019, February 24, 2021, April 29, 2021, March 4, 2022 and October 28, 2022 (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 by inserting the following at the end thereof.
On January 30, 2023, CD&R Holdings acquired from CS 107,185 Common Shares for a total acquisition price of $5,999,948.34, pursuant to the Third
Agreement. CD&R Holdings funded the acquisition with cash dividends on the Preferred Shares received by CD&R Holdings through October 2022.
On
April 28, 2023, CD&R Holdings acquired from CS 99,880 Common Shares for a total acquisition price of $5,999,941.42, pursuant to the Third Agreement. CD&R Holdings funded the acquisition with cash dividends on the Preferred Shares
received by CD&R Holdings through January 2023.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented to include the following information.
On July 6, 2023, the Issuer and CD&R Holdings entered into a letter agreement (the Letter Agreement), pursuant to which the Issuer
agreed to repurchase, on a date to be determined by the Issuer and specified by the Issuer to CD&R Holdings at least two Business Days in advance (but no later than August 11, 2023) (the Repurchase Date), all 400,000
issued and outstanding Preferred Shares (the Repurchase) held by CD&R Holdings for an aggregate amount equal to (i) $804,500,000, plus (ii) accrued and unpaid dividends on the Preferred Shares as of the Repurchase Date,
plus (iii) in the event that any future dividends are paid in respect of the Preferred Shares in the form of Preferred Shares, the amount of such dividends. In the Letter Agreement, CD&R Holdings (1) agreed not to convert any Preferred
Shares before the Repurchase Date; and (2) agreed that that, for so long as Philip Knisely or Nathan Sleeper remain a member of the Issuers board of directors (the Board) and for a period of six months thereafter, the
restrictions of Sections 4.13 and 4.14 of the Investment Agreement shall continue to apply to CD&R Holdings and Clayton, Dubilier & Rice Fund IX, L.P. in accordance with their terms, and such provisions of the Investment Agreement shall
remain in full force and effect during such period.
The foregoing description of the Letter Agreement does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Letter Agreement, which is filed as Exhibit 1 hereto and is incorporated herein by reference.
Pursuant to the terms of the Investment Agreement, following the closing of the Repurchase (the Closing), CD&R Holdings will no longer
have the right to designate any representatives to the Issuers Board. Upon Closing, (i) Mr. Sleeper is expected to resign from the Board and (ii) Mr. Knisely is expected to be replaced as Chairman of the Board, but
otherwise remain a director.
As a result of the contemplated Repurchase, on July 7, 2023, CD&R Holdings delivered a termination notice (the
Termination Notice) to CS, notifying CS that it is terminating all remaining supplemental confirmations under the Third Agreement with an Effective Date (as defined in the Third Agreement) following the date of such notification
and the terms of the Third Agreement solely to the extent related to each such supplemental confirmation.
4