Offer to Purchase (Exhibit (a)(1)(A) to the Schedule TO)
The Offer to Purchase is hereby restated and supplemented as follows:
Important
On page i, the first paragraph of
this section is restated as follows: “The purpose of the Offers is to reduce our overall long-term cost of financing by reducing the amount of our preferred stock outstanding. The Company intends to pay the consideration payable by it pursuant
to the Offers and the fees and expenses incurred by it in connection therewith, with cash on hand, proceeds of debt issuances, which may include commercial paper and junior subordinated notes, or a combination of the foregoing. As of the date of
this Offer to Purchase, the Securities are assigned equity content by S&P Global Ratings. While the Company has not determined whether or when it will proceed with a securities offer, if it does proceed it intends to offer securities that will
be assigned a similar amount of equity content as is assigned to any repurchased securities. The replacement securities are expected to have a lower overall long-term cost of financing, resulting from changes in dividend and interest obligations,
than the repurchased securities.”
Summary Term Sheet
On page 2, the paragraph in the row entitled “Source and Amount of Funds” is restated as follows: “The Company intends to pay the consideration
payable by it pursuant to the Offers and the fees and expenses incurred by it in connection therewith, with cash on hand, proceeds of debt issuances, which may include commercial paper and junior subordinated notes, or a combination of the
foregoing. As of the date of this Offer to Purchase, the Securities are assigned equity content by S&P Global Ratings. While the Company has not determined whether or when it will proceed with a securities offer, if it does proceed it intends to
offer securities that will be assigned a similar amount of equity content as is assigned to any repurchased securities. The replacement securities are expected to have a lower overall long-term cost of financing, resulting from changes in dividend
and interest obligations, than the repurchased securities. If the Offers are fully subscribed, the Company will pay the Maximum Aggregate Purchase Price, to purchase the Securities, excluding fees and expenses of the Company.”
On page 3, the paragraph in the row entitled “Purpose of the Offers” is restated as follows: “The purpose of the Offers is to reduce our
overall long-term cost of financing by reducing the amount of our preferred stock outstanding.”
The Offers – Section 2 –
Purpose of the Offers
On page 9, the first paragraph under Section 2 is restated as follows: “The Offers. The purpose of the
Offers is to reduce our overall long-term cost of financing by reducing the amount of our preferred stock outstanding.”
The Offers –
Section 8 – Source and Amount of Funds
On page 15, the paragraph under Section 8 is restated as follows: “The Company intends
to pay the consideration payable by it pursuant to the Offers and the fees and expenses incurred by it in connection therewith, with cash on hand, proceeds of debt issuances, which may include commercial paper and junior subordinated notes, or a
combination of the foregoing. As of the date of this Offer to Purchase, the Securities are assigned equity content by S&P Global Ratings. While the Company has not determined whether or when it will proceed with a securities offer, if it does
proceed it intends to offer securities that will be assigned a similar amount of equity content as is assigned to any repurchased securities. The replacement securities are expected to have a lower overall long-term cost of financing, resulting from
changes in dividend and interest obligations, than the repurchased securities. If the Offers are fully subscribed, the Company will pay the Maximum Aggregate Purchase Price, excluding fees and expenses of the Company, to purchase the
Securities.”
The Offers – Section 9 – Certain Information Concerning the Company
On page 15, the second bullet under the fifth paragraph entitled “Incorporation by Reference.” is restated as follows: “Our Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2023.”
On page 16, the
second paragraph is deleted.
On page 16, the third paragraph is restated as follows: “Certain Financial Information. The Company incorporates
by reference the financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 23, 2022, its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2023, filed on July 27, 2023, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023,
filed on November 1, 2023.”
