CH2M Preferred Stockholder FAQs

CH2M HILL Companies, Ltd. Frequently Asked Questions Regarding Preferred Stock Investor Agreement May 27, 2015 On May 27, 2015, CH2M HILL Companies, Ltd. (“CH2M” or the “Company”) filed a Subscription Agreement with the U.S. Securities and Exchange Commission. Set forth below are anticipated frequently asked questions about the agreement and related issues. Q1. How much money will CH2M receive in the preferred stock investment? A. The company expects to receive a total of US$300,000,000 as an investment in the Company’s Series A Convertible Preferred Stock (“Series A Preferred”), with $200 million of the investment to be made at closing (the “Initial Closing”) and the remaining $100 million on or prior to the first anniversary of the Initial Closing. Both closings are subject to certain conditions which we expect to meet. Q2. Who is the Investor that is partnering with us, and are they a good fit with CH2M? A. Our new partner is an affiliate of Apollo Global Management, LLC (“Apollo”), a leading alternative investment manager with a strong track record of successfully investing behind industry‐leading companies, such as CH2M. Apollo invests in public and private equity, debt securities, infrastructure, and other alternative asset categories. Apollo is a great fit for CH2M’s culture. They value our strong employee talent and our dedication to corporate citizenship, ethics, safety and sustainability. In addition, Apollo’s Socially Responsible Investing program addresses environmental, social and governance issues in all stages of the investment process. Q3. What will the funds be used for? A. The funds will add to our financial strength by increasing our ability to: 
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Invest in advancing our strategy, Pay down a portion of the company’s debt, and Participate more actively in our internal stock market. Q4. What will be the price per share of the Series A Preferred? A. The nominal price of each share of Series A Preferred stock will be US$62.22 (“Original Issue Price”), representing a premium of 30% over US$47.86, the price of each share of our common stock (“Common Stock”) at the time we priced the security with Apollo. The nominal price will not take into account the payment of dividends as more fully described below. Q5. Will Apollo receive dividends on the Series A Preferred? A. Yes, Apollo will accrue cumulative dividends at the rate of 5% per year, payable in additional shares of Series A Preferred (“PIK Dividends”), and PIK Dividends will accrue quarterly. However, PIK Dividends will not be paid prior to the fifth anniversary of the closing of the Subscription Agreement unless there is an event prior to that date that would provide liquidity to Apollo. However, if a liquidity event occurs prior to the fifth anniversary, all five years of PIK Dividends will be accelerated and paid to Apollo nonetheless. After the fifth anniversary, dividends would be payable in cash at the election of the Company’s Board of Directors, or, under certain ‐ 1 ‐ CH2M HILL COMPANIES, LTD. – FREQUENTLY ASKED QUESTIONS REGARDING PREFERRED STOCK INVESTOR AGREEMENT circumstances, would be payable in cash or in kind at the election of a majority of the holders of the Series A Preferred. Q6. What percentage of CH2M’s outstanding stock will the investment represent? A. There are three primary factors that will impact Apollo’s total ownership stake: (1) the $62.22 conversion price, which represents a 30% premium; (2) the payment of PIK Dividends for at least five years in additional shares of Series A Preferred (if a liquidity event occurs prior to the fifth year, all five years of PIK Dividends will be accelerated and paid to Apollo nonetheless); and (3) an expected gradual decrease in the amount of CH2M Common Stock outstanding due to Company repurchases of Common Stock. After taking into account the combined effect of these three factors, we estimate Apollo’s ownership percentage on a fully diluted and accreted basis to be in the low 20s percentage range. Q7. How many shares were issued to Apollo? A. A total of 4,821,600 Series A Preferred shares will be issued to Apollo (prior to PIK Dividends in the form of additional shares). Q8. How many seats will Apollo have on CH2M’s Board of Directors? A. Apollo will hold two of six independent director seats on CH2M’s Board of Directors, while CH2M employees will hold seven director seats. Q9. Do the agreements require us to “go public” in the future? A. If after five years the Company has not, completely at its option, repurchased the Series A Preferred, or pursued a capital structure change that provides liquidity, the holders of at least 50% of the Series A Preferred will have the right to cause the Company to pursue a process which will provide liquidity. This could include an Initial Public Offering (“IPO”), sale, merger, or other capital structure change that provides liquidity. Q10. Is the Series A Preferred convertible into common stock? A. Yes. Apollo may convert any of its shares of Series A Preferred at its option at any time into shares of Common Stock. The number of shares of Common Stock issuable upon conversion of each share of Series A Preferred is determined by dividing the Original Issue Price plus accrued dividends on such shares by a conversion price of $62.22, subject to customary anti‐dilution adjustments. Should the Company decide to go public, all Series A Preferred and accrued dividends will be automatically converted into Common Stock at the same price per share of $62.22 upon the closing of the IPO of our Common Stock. Q11. What are the Series A Preferred voting and consent rights? A. The Series A Preferred will vote on an as‐converted basis (i.e., as if converted into Common Stock) and will be entitled to vote with the holders of common stock with respect to any matters presented to the stockholders of the Company. Management retains the responsibility and ‐ 2 ‐ CH2M HILL COMPANIES, LTD. – FREQUENTLY ASKED QUESTIONS REGARDING PREFERRED STOCK INVESTOR AGREEMENT flexibility to run the company in the ordinary course of our business. However, Apollo will have certain consent rights over certain governance items. Q12. Can CH2M buy back the Series A Preferred? A. CH2M may, at its option, call all of the Series A Preferred for redemption after three years, subject to payment of a premium in accordance with its terms. Management will evaluate this option carefully since this would require a financial (cash) commitment that would be significant even with improved financial performance. Q13. Does Apollo have redemption rights? A. No. Apollo does not have the right to have its Series A Preferred redeemed at its request. Q14. Can Apollo transfer the Series A Preferred? A. Unless the Company has conducted an IPO and all restrictions on the transfer of shares applicable to Apollo have terminated, Apollo may not transfer its shares during the first five years (which may be extended to six years in certain circumstances where an IPO is in progress). After the expiration of this time period, Apollo may not transfer the shares to a competitor of the Company or in any manner that would materially impact the Company’s security clearances or would violate applicable law. Q15. How will the Series A Preferred impact our stock price? A. The Series A Preferred will increase the number of fully diluted shares of Common Stock outstanding as the Series A Preferred and accrued dividends will be included on an as‐converted basis; however, this amount will be partially offset by the increase in the total stockholders’ equity resulting from the proceeds received. We don’t believe that the issuance of the Series A Preferred will have a material impact on the price of our Common Stock at closing. Further, management intends to use the proceeds to invest strategically in our business to create additional shareholder value for all shareholders. Q16. How does the issuance of preferred stock affect our employee ownership model and program? A. Employees and former employees will remain the largest group of stockholders following this capital raise. In addition, employees will continue to represent the majority of the Board of Directors. Currently, there is no plan to change the features of the Company’s employee stock ownership model. We will continue to explore how best in the long run to enhance the opportunity of stockholders to sell their stock on the timing of their choice. Q17. Why do they call it “preferred stock” anyway? A. Preferred stock is a class of ownership in a corporation that has a higher claim than common stock on the assets of a company upon a liquidation event, which would include the liquidation, dissolution or winding up of the company, or a sale or transfer of substantially all of the company’s assets. Preferred stock frequently also entitles the holder to a dividend. ‐ 3 ‐