On August 11, 2020, the Company received a notice dated August 5, 2020 (the “Notice”) from Wells Fargo Bank, National Association, as Trustee (the “Trustee”), with respect to our unsecured debt facilities under the Indenture dated as of September 8, 2011 and the Third, Fourth, and Fifth Supplemental Indentures between and among the Company and the Trustee (collectively, the “Indenture”). The notice alerted the Company that it had failed to comply with three covenants due to the Company’s failure to: (i) deliver to the Trustee an officer’s certificate as and when required by Section 3.04 of the Indenture, (ii) file the Company’s annual financial report with the Trustee as and when required by Section 4.03(a) of the Indenture, and (iii) file the Company’s quarterly financial report with the Trustee as and when required by Section 4.03(a) of the Indenture (collectively, the “Covenant Failures”). The Notice further asserted a “notice of default” under the Indenture and demanded that the Company remedy all three defaults. Finally, the Notice asserted that under Section 5.01(c) of the Indenture, upon continuance of any of the defaults for a period of 90 days after receipt of the Notice (the “Cure Period”), the defaults shall (unless deleted or modified pursuant to the Indenture) become an Event of Default under Section 5.01(c) of the Indenture. Under Section 5.01 of the Indenture, if an Event of Default under Section 5.01 occurs and is continuing, then the Trustee by notice in writing to the Company may declare the principal of all series of securities outstanding under the Indenture to be due and payable immediately. While there remains work to be completed and there are no assurances as to timing, the Company expects to cure the Covenant Failures before the expiration of the Cure Period.

The above statements contain forward-looking statements that are based on the Company’s current expectations. The final amounts and disclosure of error corrections will be included in the 2019 Form 10-K after the Company has completed its internal review. See “Caution Regarding Forward-Looking Statements” below.

Caution Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, the Company’s expectations as to the filing of its annual report on Form 10-K and quarterly reports on Form 10-Q, the materiality or significance of the misstatements and adjustments identified as a result of the Company’s review of its financial statements, and any anticipated conclusions of the Company, the Audit Committee, the Special Committee or the Board of Directors. These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause future results to differ materially from management’s current expectations include, among other things, the severity and duration of the COVID-19 pandemic and actions by governments, businesses and individuals in response to the pandemic, including the duration and severity of economic disruptions; the risk that additional information may arise out of the continuing internal review or otherwise prior to the expected filing with the SEC of the restated financial statements; the ultimate conclusions of the Special Committee (and the timing of the conclusions) concerning matters relating to the internal review; the timing of the review by, and the ultimate conclusions of, EY regarding the internal review and the Company’s financial statements; and the risk that the completion and filing of the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q will take longer than expected. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.