UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2017 Commission File Number 000-27261 CH2M HILL Companies, Ltd. (Exact name of registrant as specified in its charter) Delaware 93-0549963 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 9191 South Jamaica Street, Englewood, CO 80112-5946 (Address of principal executive offices) (Zip code) (303) 771-0900 (Registrant s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement with Jacobs Engineering Group Inc. On August 1, 2017, CH2M HILL Companies, Ltd. ( CH2M or the Company ) entered into an Agreement and Plan of Merger (the Merger Agreement ) with Jacobs Engineering Group Inc. ( Jacobs ) and Basketball Merger Sub Inc., a wholly-owned subsidiary of Jacobs ( Merger Sub ). The Merger Agreement provides for the merger of CH2M with and into Merger Sub, with CH2M continuing as the surviving company and a direct, wholly-owned subsidiary of Jacobs (the Merger ). The respective Boards of Directors of Jacobs and CH2M have unanimously approved the Merger Agreement, and the Board of Directors of CH2M recommends that the stockholders of CH2M adopt the Merger Agreement. ConsiderationtoCH2MStockholders.Subject to the terms and conditions of the Merger Agreement, holders of CH2M common stock (including shares of CH2M preferred stock deemed converted to shares of common stock at closing) will receive per share consideration currently valued at $88.08 per share, or approximately $2.85 billion in the aggregate (based on the closing price of Jacobs common stock on July 28, 2017). Each outstanding share of CH2M common stock will be cancelled and converted in the Merger into the right to receive, at the election of the holder thereof, (i) a combination of $52.85 in cash and 0.6677 shares of Jacobs common stock, (ii) $88.08 in cash or (c) 1.6693 shares of Jacobs common stock. Each outstanding share of CH2M preferred stock will be deemed converted into shares of CH2M common stock in accordance with the Certificate of Designation for such preferred stock, and such shares will also be automatically converted into the right to receive, at the election of the holder thereof, the same merger consideration. Stockholder elections with respect to the form of merger consideration to be received in connection with the Merger Agreement will be subject to proration, such that the overall consideration to be paid by Jacobs in connection with the Merger will be 60% in the form of cash and 40% in the form of shares of Jacobs common stock. TreatmentofCH2MEquityAwards. Pursuant to the Merger Agreement, the outstanding equity awards of CH2M will be treated as follows: Other than Assumed Restricted Stock Units and Assumed Performance Stock Units (each as defined below), each outstanding option, restricted stock unit, phantom stock award or other equity or equity-based award in respect of CH2M common stock (collectively, Company Accelerated Equity Awards ) will vest (treating any performance-based vesting condition as having been attained at target ). Company Accelerated Equity Awards (other than outstanding shares subject to a right of repurchase in favor of the Company or risk of forfeiture ( Restricted Shares )) shall be cancelled in exchange for a cash payment determined in accordance with the terms of the Merger Agreement. Each Restricted Share will vest and will be converted into the right to receive, at the election of the holder thereof, the merger consideration described above with respect to each outstanding share of CH2M common stock. Each restricted stock unit granted under CH2M s Amended and Restated Long-Term Incentive Plan after February 28, 2017 and held by an employee of the Company who will continue to be employed by Jacobs after the closing of the Merger (a Continuing Employee ) (each, an Assumed Restricted Stock Unit ) will be converted into a restricted stock unit in respect of Jacobs common stock based on the exchange ratio set forth in the Merger Agreement on the same terms and conditions (including applicable vesting requirements) under the Amended and Restated Long-Term Incentive Plan and award agreement evidencing such Assumed Restricted Stock Unit. Each performance stock unit granted under CH2M s Amended and Restated Long-Term Incentive Plan after February 28, 2017 and held by a Continuing Employee (each, an Assumed Performance Stock Unit ) will be 2

converted into a restricted stock unit in respect of Jacobs common stock based on the exchange ratio set forth in the Merger Agreement, with all applicable performance goals deemed achieved at target, in accordance with the terms of the Amended and Restated Long-Term Incentive Plan and award agreement evidencing such Assumed Performance Stock Unit (and will vest in substantially equal installments on each of the first three anniversaries of the original date of grant, subject to accelerated vesting, if any, provided in the Amended and Restated Long-Term Incentive Plan or award agreement evidencing such Assumed Performance Stock Unit). ConditionstoClosing.Completion of the Merger is subject to certain customary conditions, including, adoption of the Merger Agreement by CH2M stockholders, approval of the listing of the shares of Jacobs common stock to be issued in the Merger on the New York Stock Exchange ( NYSE ), receipt of required antitrust approvals and effectiveness of Jacobs registration statement on Form S-4 registering the shares to be issued in connection with the Merger. Representations,WarrantiesandCovenants.The Merger Agreement contains customary representations, warranties and covenants made by each of Jacobs, CH2M, and Merger Sub. CH2M is required, among other things, not to solicit alternative business combination transactions and, subject to certain exceptions, not to engage in discussions or negotiations regarding an alternative business combination transaction. CH2M is required to convene a special meeting of its stockholders to vote on the adoption of the Merger Agreement. BoardRepresentation. Prior to the Closing, Jacobs will designate and appoint one director from the CH2M Board of Directors who qualifies as an independent director under applicable NYSE rules to the Board of Directors of Jacobs as of immediately after the Effective Time, to serve in such capacity until his or her successor is duly elected or appointed and qualified in accordance with applicable law. TerminationRights.Both Jacobs and CH2M may terminate the Merger Agreement under certain specified circumstances, including if the Merger is not consummated within nine months of the date of signing, subject to a three month extension under certain circumstances (the Outside Date ), if the approval of the CH2M stockholders is not obtained, and if CH2M s Board of Directors makes an adverse recommendation change with respect to the proposed transaction or to enter into a superior acquisition proposal. In certain circumstances in connection with the termination of the Merger Agreement, including if CH2M s Board of Directors changes or withdraws its recommendation of the Merger to its stockholders or terminates the Merger Agreement to enter into an agreement with respect to a superior proposal, CH2M must pay to Jacobs a termination fee equal to $85,444,783.80. Additionally, in the event that either CH2M or Jacobs terminates the Merger Agreement as a result of the failure by CH2M s stockholders to adopt the Merger Agreement, CH2M must reimburse Jacobs for its reasonable and documented out-of-pocket expenses in connection with the Merger (in an amount not to exceed $15 million). The foregoing summary of the Merger Agreement and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Form 8-K and incorporated herein by reference. The Merger Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the agreement. They are not intended to provide any other factual information about Jacobs, CH2M or their respective subsidiaries or affiliates or stockholders. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Jacobs, CH2M, Merger Sub or any of their respective subsidiaries, affiliates, businesses, or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures 3

by Jacobs or CH2M. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about Jacobs or CH2M and their respective subsidiaries that the respective companies include in reports, statements and other filings they make with the SEC. Modifications to the 2017 CH2M Bonus Plans On August 1, 2017, in connection with the Merger Agreement, CH2M amended each of its 2017 Short-Term Incentive Plan and 2017 Performance Bonus Plan (collectively, the Bonus Plans ) to provide that (1) bonuses under the Bonus Plans shall be paid to eligible employees who are participants in the applicable Bonus Plan immediately prior to the Closing in two installments: (i) 75% of the actual bonus amount under the applicable Bonus Plan to which an employee would be entitled for the full calendar year under the terms of the applicable plan based on actual performance for the period beginning January 1, 2017 and ending September 30, 2017, up to an amount equal to 75% of such employee s target bonus amount, (pro-rated for the partial year of employment) shall be paid within 10 business days following the Effective Time and (ii) an amount equal to the difference, if any, between (A) the actual bonus amount to which such employee would be entitled under the terms of the applicable Bonus Plan for the full performance period based on actual performance during such period and (B) the amount paid to such employee pursuant to subclause (i) above, shall be paid at the time that the bonuses under the applicable Bonus Plan would normally be paid by the Company (but no later than March 15, 2018), and (2) employees must remain employed through the applicable date of payment to receive a bonus under the applicable Bonus Plan, except if the employee is terminated without cause following the Closing but prior to payment, such employee will be eligible to receive any bonus under the applicable Bonus Plan payable at the same time bonuses are paid to other employees. Support Agreement Concurrently with the execution and delivery of the Merger Agreement, Jacobs and AP VIII CH2 Holdings, L.P. (an entity affiliated with Apollo Global Management, LLC holding shares of CH2M preferred stock) entered into a support agreement (the Support Agreement ) whereby such stockholder will be obligated to vote their shares of CH2M common stock in favor of the adoption of the Merger Agreement and against any alternative acquisition proposals. The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. AP VIII CH2 Holdings, L.P. has also approved CH2M s entry into the Merger Agreement in accordance with the requirements of the Certificate of Designation of CH2M s preferred stock. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information and Where You Can Find It Jacobs will file a Registration Statement on Form S-4 that will include a proxy statement of CH2M that also constitutes a prospectus of Jacobs and other documents concerning the proposed transaction with the SEC. The definitive proxy statement/prospectus will be delivered to stockholders of CH2M. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain a free copy of the definitive proxy statement/prospectus (when it is available) and other documents filed by CH2M and Jacobs with the SEC at the SEC s 4

website at www.sec.gov. The definitive proxy statement/prospectus and other documents may also be obtained for free by going to CH2M S Investor Relations page on its corporate website at http://ir.ch2m.com or by contacting CH2M Investor Relations by telephone at (720) 286-2000 or by mail at 9191 South Jamaica Street, Englewood, Colorado 80112 or by contacting Jacobs Investor Relations by e-mail at investor.relations@jacobs.com, by telephone at (626) 578-3500 or by mail at 1999 Bryan Street, Suite 1200, Dallas, TX, 75201. Participants in the Solicitation CH2M, Jacobs, certain of their respective directors, executive officers, members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, and a description of their direct and indirect interests in the proposed transaction, which may differ from the interests of CH2M stockholders or Jacobs stockholders generally, will be set forth in the definitive proxy statement/prospectus when it is filed with the SEC. Information regarding CH2M s directors and executive officers and their beneficial ownership of CH2M common stock is also set forth in CH2M s annual proxy statement on Schedule 14A filed with the SEC on April 24, 2017, and is supplemented by other public filings made, and to be made, with the SEC by CH2M. This document is available free of charge at the SEC s website at www.sec.gov or by going to CH2M S Investor Relations page on its corporate website at http://ir.ch2m.com. Information concerning Jacobs directors and executive officers and their beneficial ownership of Jacobs common stock is set forth in Jacobs annual proxy statement on Schedule 14A filed with the SEC on December 9, 2016. This document is available free of charge at the SEC s website at www.sec.gov or by going to Jacobs Investor Relations page on its corporate website at http://invest.jacobs.com/investors. Forward-Looking Statements This communication contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding our future financial performance, results of operations; benefits of the transaction to stockholders and employees; potential synergies and cost savings resulting from the transaction; the ability of the combined companies to drive growth; other statements regarding the proposed transaction and any other statements that are other than statements of historical fact. In some cases, you can identify forwardlooking statements by terminology such as may, will, should, expects, intends, plans, anticipates, believes, estimates, predicts, projects, potential, continue, and other similar terminology or the negative of these terms, but their absence does not mean that a particular statement is not forwardlooking. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that may cause actual results to differ materially from those anticipated by the forward-looking statements. These statements are not guarantees of future performance, involve risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. For example, if CH2M does not receive the required stockholder approval or the parties fail to satisfy other conditions to closing, the transaction may not be consummated. In any forward-looking statement in which CH2M or Jacobs expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: failure of the CH2M stockholders to approve the proposed transaction; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of CH2M and Jacobs generally, including those set forth in the filings of CH2M and Jacobs with the SEC, especially in the Risk Factors section of CH2M s Annual Report on Form 10-K for the year ended December 30, 2016 filed with the SEC on March 7, 2017, the Risk Factors section of Jacobs Annual Report on Form 10-K for the year ended September 30, 2016 filed with the SEC on November 22, 2016, and Jacobs Quarterly Reports on Form 10-Q for the quarterly periods ended December 30, 2016 and March 31, 2017, filed with the SEC on February 8, 2017 and May 9, 2017, respectively, and in CH2M s and Jacobs other periodic 5

reports and filings with the SEC. CH2M cautions investors not to place undue reliance on the forward-looking statements contained herein. All forward-looking statements are based on information currently available to CH2M on the date hereof, and CH2M undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this presentation, except as required by law. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Reference is made to the disclosure under Item 1.01 set forth above relating to amendments to the Bonus Plans, which disclosure is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. On August 1, 2017, CH2M s Board of Directors called a Special Meeting of the holder of CH2M s preferred stock for the purpose of consideration of the approval of the Merger Agreement in accordance with the Certificate of Designation of CH2M s preferred stock (the Meeting ). At the Meeting, the holder of 4,821,600 shares of CH2M s preferred stock outstanding of August 1, 2017, constituting 100% of the outstanding shares of preferred stock entitled to vote and constituting a quorum, approved CH2M s entry into the Merger Agreement. Item 9.01 Financial Statements and Exhibits 2.1* Agreement and Plan of Merger, dated as of August 1, 2017, by and among CH2M HILL Companies, Ltd., Jacobs Engineering Group Inc., and Basketball Merger Sub Inc. 99.1 Support Agreement, dated as of August 1, 2017, by and between Jacobs Engineering Group Inc. and AP VIII CH2 Holdings, L.P. *Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. CH2M agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 6

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CH2M HILL COMPANIES, LTD. Date: August 2, 2017 By: /s/ Thomas M. McCoy Thomas M. McCoy Executive Vice President, General Counsel and Corporate Secretary 7

EXHIBIT INDEX 2.1* Agreement and Plan of Merger, dated as of August 1, 2017, by and among CH2M HILL Companies, Ltd., Jacobs Engineering Group Inc., and Basketball Merger Sub Inc. 99.1 Support Agreement, dated as of August 1, 2017, by and between Jacobs Engineering Group Inc. and AP VIII CH2 Holdings, L.P. *Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. CH2M agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 8

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among JACOBS ENGINEERING GROUP INC., BASKETBALL MERGER SUB INC. and CH2M HILL COMPANIES, LTD. Dated as of August 1, 2017

TABLE OF CONTENTS ARTICLE 1 THE MERGER 2 1.1 The Merger 2 1.2 Closing and Effective Time of the Merger 3 ARTICLE 2 CONVERSION OF SECURITIES IN THE MERGER 3 2.1 Conversion of Securities 3 2.2 Election and Proration Procedures 4 2.3 Payment for Securities; Surrender of Certificates 6 2.4 Dissenting Shares 8 2.5 Treatment of Company Equity Awards; Company Equity Plans 9 2.6 Fractional Shares 11 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 11 3.1 Organization and Qualification; No Subsidiaries 11 3.2 Capitalization 12 3.3 Authority 13 3.4 No Conflict 14 3.5 Required Filings and Consents 14 3.6 Permits; Compliance With Law 15 3.7 SEC Filings; Financial Statements 16 3.8 Internal Controls 17 3.9 State Takeover Laws 17 3.10 No Undisclosed Liabilities 17 3.11 Absence of Certain Changes or Events 18 3.12 Employee Benefit Plans 18 3.13 Labor and Other Employment Matters 20 3.14 Contracts 21 3.15 Litigation 23 3.16 Environmental Matters 23 3.17 Intellectual Property 24 3.18 Tax Matters 25 3.19 Insurance 26 3.20 Properties and Assets 27 3.21 Real Property 27 3.22 Government Contracts 27 3.23 Trade Controls 29 3.24 Opinions of Financial Advisors 30 3.25 Required Vote 30 3.26 Brokers 30 3.27 Related Party Transactions 30 3.28 Information Supplied 31 3.29 Customers and Suppliers 31 3.30 No Other Representations or Warranties 31 i Page

TABLE OF CONTENTS (Continued) ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 31 4.1 Organization, Qualification 32 4.2 Capitalization 32 4.3 Authority 33 4.4 No Conflict 33 4.5 Required Filings and Consents 33 4.6 SEC Filings; Financial Statements 34 4.7 Internal Controls 35 4.8 Compliance With Law 35 4.9 Absence of Certain Changes or Events 36 4.10 Litigation 36 4.11 Information Supplied 36 4.12 Government Contracts 36 4.13 Ownership of Company Common Stock 37 4.14 No Required Vote 37 4.15 Financial Capability 37 4.16 Ownership of Merger Sub; No Prior Activities 38 4.17 Management Arrangements 38 4.18 Brokers 38 4.19 No Other Representations or Warranties 38 ARTICLE 5 COVENANTS 38 5.1 Conduct of Business by the Company Pending the Closing 38 5.2 Conduct of Business by Parent Pending the Closing 42 5.3 Access to Information; Confidentiality 42 5.4 No-Shop; Acquisition Proposals 43 5.5 Registration Statement; Proxy Statement/Prospectus; Stockholder Approval 48 5.6 Appropriate Action; Consents; Filings 48 5.7 Certain Notices 50 5.8 Public Announcements 50 5.9 Employee Benefit Matters 50 5.10 Indemnification of Directors and Officers 54 5.11 State Takeover Laws 55 5.12 Parent Agreement Concerning Merger Sub 55 5.13 Section 16 Matters 55 5.14 Exchange Act Deregistration 55 5.15 Resignations 55 5.16 Stockholder Litigation 55 5.17 Payoff Documentation; Financing 56 5.18 NYSE Listing Matters 59 5.19 FIRPTA Certificate 59 5.20 Insured Events 59 5.21 Parent Board of Directors 59 ii Page

TABLE OF CONTENTS (Continued) ARTICLE 6 CONDITIONS TO CONSUMMATION OF THE MERGER 59 6.1 Conditions to Obligations of Each Party Under This Agreement 59 6.2 Conditions to Obligations of Parent and Merger Sub 60 6.3 Conditions to Obligations of the Company 61 ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER 61 7.1 Termination 61 7.2 Effect of Termination 63 7.3 Amendment 64 7.4 Waiver 64 ARTICLE 8 GENERAL PROVISIONS 64 8.1 Non-Survival of Representations and Warranties 64 8.2 Fees and Expenses 65 8.3 Notices 65 8.4 Certain Definitions 66 8.5 Terms Defined Elsewhere 76 8.6 Headings 81 8.7 Severability 81 8.8 Entire Agreement 81 8.9 Parties in Interest 81 8.10 Assignment 81 8.11 Mutual Drafting; Interpretation 81 8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 82 8.13 Counterparts; Electronic Delivery 83 8.14 Specific Performance 83 8.15 No Recourse to Financing Sources 84 Exhibit A Form of Certificate of Incorporation of the Surviving Corporation Exhibit B Form of Certificate of Merger iii Page

AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of August 1, 2017 (this Agreement ), is entered into by and among Jacobs Engineering Group Inc., a Delaware corporation ( Parent ), Basketball Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent ( Merger Sub ), and CH2M HILL Companies, Ltd., a Delaware corporation (the Company ). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement. RECITALS WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the Surviving Corporation (the Merger ), in accordance with the General Corporation Law of the State of Delaware (the DGCL ), whereby each issued and outstanding share of common stock, par value $0.01 per share (the Company Common Stock ), and preferred stock, par value $0.01 per share (the Company Preferred Stock ), of the Company (which shares of Company Common Stock and Company Preferred Stock are hereinafter referred to as the Shares ) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) will be converted into the right to receive the consideration set forth herein; WHEREAS, the Board of Directors of the Company (the Company Board ) has, upon the terms and subject to the conditions set forth herein, unanimously (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Merger, to be fair, advisable and in the best interests of the Company and its stockholders in accordance with the requirements of the DGCL, (ii) subject to the terms and conditions of this Agreement, directed that this Agreement be submitted for consideration at a meeting of the Company s stockholders and (iii) subject to the terms and conditions of this Agreement, recommended that the holders of the Company Common Stock and Company Preferred Stock vote their Shares in favor of the adoption of this Agreement (the Company Board Recommendation ); WHEREAS, the Boards of Directors of Parent and Merger Sub have, upon the terms and subject to the conditions set forth herein, unanimously approved and declared advisable and in the best interests of Parent and Merger Sub and their respective stockholders, this Agreement, the Merger and the other transactions contemplated hereby; WHEREAS, the sole holder of the outstanding shares of Company Preferred Stock has approved this Agreement, the Merger and the other transactions contemplated by this Agreement (the Preferred Stockholder Approval ) in accordance with Section 3.2 of the Certificate of Designation of the Series A Preferred Stock of the Company (the Preferred Certificate of Designation ); WHEREAS, contemporaneously with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Parent and Merger Sub to enter into this Agreement, certain stockholders of the Company are entering into a support agreement (the Support Agreement ) with Parent and Merger Sub, pursuant to which each such stockholder of the Company has agreed, among other things and subject to the terms thereof, to vote the Shares beneficially held by such stockholder of the Company in favor of the adoption of this Agreement; and WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and premises contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows: 1.1 The Merger. ARTICLE 1 THE MERGER (a) Upon the terms and subject to the satisfaction or, to the extent provided herein, the waiver, of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub will cease, and the Company will continue as the surviving corporation in the Merger (the Surviving Corporation ). The Merger will have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company will, by virtue of the Merger, be amended so as to read in its entirety in the form set forth as Exhibit A hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law. In addition, the bylaws of Merger Sub in effect immediately prior to the Effective Time shall thereafter be the bylaws of the Surviving Corporation (other than in respect of the name of the Surviving Corporation), until thereafter amended as provided therein or by applicable Law. (c) The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time, from and after the Effective Time, will be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If at any time after the Effective Time, the Surviving Corporation determines, in its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable 2

to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement. 1.2 Closing and Effective Time of the Merger. The closing of the Merger (the Closing ) will take place at 8:00 a.m., Eastern time, on the second Business Day (the Closing Date ) after satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York, unless another time, date or place is agreed to by the parties hereto. Substantially contemporaneously with the Closing, or on such other date or at such other time as Parent and the Company may agree to in writing, the Company will cause the certificate of merger in the form attached hereto as Exhibit B (subject to such changes as may be mutually agreed to by Parent and the Company, the Certificate of Merger ) to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at the time the Certificate of Merger will have been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the Effective Time. ARTICLE 2 CONVERSION OF SECURITIES IN THE MERGER 2.1 Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) Conversion of Company Common Stock. Each Share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) will be automatically converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Article II (including the proration procedures in Section 2.2(d) ), the following consideration (the Merger Consideration ), in each case without interest: (i) the combination (such election, a Mixed Election ) of (A) $52.85 in cash (the Mixed Cash Consideration ) and (B) 0.6677 validly issued, fully paid and nonassessable Parent Shares (the Mixed Stock Consideration and together with the Mixed Cash Consideration, the Mixed Election Consideration ), (ii) (such election, a Cash Election ) $88.08 in cash (the Cash Election Consideration ), or (iii) (such election, a Stock Election ) 1.6693 validly issued, fully paid and nonassessable Parent Shares (the Stock Election Consideration ), in the case of each such election, payable to the holder upon surrender of the Certificate or Book-Entry Share formerly representing such Share in accordance with Section 2.2 and Section 2.3. At the Effective Time, all of the Shares of Company Common Stock converted into the Merger Consideration pursuant to this Section 2.1(a) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each Certificate or Book-Entry Share that immediately prior to the Effective Time represented any such Shares shall thereafter represent only the right to receive the Merger Consideration, without interest, including the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Shares, if any, which would otherwise be issuable in respect of such Company Common Stock pursuant to this Section 2.1(a ) (the Fractional Share Consideration ), together with the amounts, if any, payable pursuant to Section 2.3(f). (b) Conversion of Company Preferred Stock. Each Share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) will be deemed converted 3

into shares of Company Common Stock pursuant to Section 2.2 of the Preferred Certificate of Designation and such Shares of Company Common Stock will be automatically converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Article II (including the proration procedures in Section 2.2(d) ), the Merger Consideration in accordance with Section 2.1(a), in the case of each such election, payable to the holder upon surrender of the Certificate or Book-Entry Share formerly representing such Share in accordance with Section 2.2 and Section 2.3. At the Effective Time, all of the Shares converted into the Merger Consideration pursuant to this Section 2.1(b) shall cease to be outstanding, shall be cancelled and shall cease to exist, and each Certificate or Book-Entry Share that immediately prior to the Effective Time represented any such Shares shall thereafter represent only the right to receive the Merger Consideration, without interest, including the right to receive pursuant to Section 2.6, if applicable, any Fractional Share Consideration, together with the amounts, if any, payable pursuant to Section 2.3(f). (c) Cancellation of Treasury Stock and Parent-Owned Stock. All Shares that are held in the treasury of the Company, and all Shares owned of record by Parent, Merger Sub or any wholly-owned Subsidiaries of the Company, Parent or Merger Sub, will be cancelled and will cease to exist, with no payment being made with respect thereto. (d) Merger Sub Common Stock. Each share of common stock, par value $0.01 per share, of Merger Sub (the Merger Sub Common Stock ) issued and outstanding immediately prior to the Effective Time will be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence. 2.2 Election and Proration Procedures. (a) Parent shall prepare and file an election form in such form and substance reasonably acceptable to Parent and the Company (which form shall include the items described in clause (i) and (ii) of Section 2.3(b) ) (the Election Form ) as an exhibit to the Registration Statement. Parent shall direct and cause the Exchange Agent to mail the Election Form with the Proxy Statement/Prospectus to all persons who are record holders of the Shares as of the record date for the Company Stockholder Meeting (the Mailing Date ). Each Election Form shall permit a record holder of Shares (or the beneficial owner through appropriate and customary documentation and instructions) to specify (x) the number of such holder s Shares with respect to which such holder makes a Mixed Election (each such share, a Mixed Election Share ), (y) the number of such holder s Shares with respect to which such holder makes a Cash Election (each such share, a Cash Election Share ) and (z) the number of such holder s Shares with respect to which such holder makes a Stock Election (each such share, a Stock Election Share ). (b) Parent shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Shares between the record date for the Company Stockholder Meeting and the close of business on the Business Day prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (c) Any Shares with respect to which the Exchange Agent has not received an effective, properly completed Election Form (including duly executed transmittal materials included with the Election Form) on or before 5:00 p.m., Eastern Time, on the date that is one Business Day 4

immediately preceding the Company Stockholder Meeting (or such other time and date as Parent and the Company shall agree in writing) (the Election Deadline ) (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall be deemed to be No Election Shares, and the holders of such No Election Shares shall be deemed to have made a Mixed Election with respect to such No Election Shares. An Election Form shall be effective and properly made and completed if the Exchange Agent shall have actually received at its designated office by the Election Deadline, an Election Form (including duly executed transmittal materials included with the Election Form) properly completed and signed and accompanied by (i) Certificates representing the Shares to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates as set forth in such Election Form from a firm that is an eligible guarantor institution (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) or (ii) in the case of Book-Entry Shares, the documents required by the procedures set forth in the Election Form. The Election Form shall specify that delivery shall be made, and risk of loss and title to any Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Election Form together with any Certificates and/or Book-Entry Shares representing such Shares to the Exchange Agent in accordance with the foregoing sentence. (d) As soon as reasonably practicable following the Election Deadline (and in any event two (2) Business Days thereafter), Parent shall cause the Exchange Agent to effect the following prorations to the Merger Consideration allocations; provided that the payment of the Merger Consideration shall be made in accordance with Section 2.3 : i. If the Cash Election Amount is greater than the Available Cash Election Amount, then each Cash Election Share shall, instead of being converted into the Cash Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the product of the Cash Election Consideration, multiplied by a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction, the Cash Fraction ) and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration, multiplied by a fraction equal to one (1) minus the Cash Fraction. ii. If the Available Cash Election Amount is greater than the Cash Election Amount, then each Stock Election Share shall, instead of being converted into the right to receive the Stock Election Consideration, be converted into the right to receive (A) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (B) a number of validly issued, fully paid and nonassessable Parent Shares equal to the product of the Stock Election Consideration multiplied by a fraction, the numerator of which shall be the difference between (I) the Cash Election Consideration minus (II) the amount calculated in clause (A) of this paragraph, and the denominator of which shall be the Cash Election Consideration. (e) Any Election Form may be revoked or changed by the authorized Person properly submitting such Election Form, by written notice received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the Shares represented by such Election Form shall become No Election Shares, except to the extent a subsequent election is properly made with respect to any or all of Shares prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent, the Company, Merger 5

Sub or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. 2.3 Payment for Securities; Surrender of Certificates. (a) Exchange Fund. Prior to the Mailing Date, Parent will designate a reputable bank or trust company, reasonably acceptable to the Company, to act as the paying and exchange agent for the purpose of effecting the payment and delivery of the Merger Consideration in connection with the Merger (the Exchange Agent ). The Exchange Agent shall also act as the agent for the holders of Shares for the purposes of (i) mailing and receiving Election Forms and determining, in accordance with this Article II, the form of Merger Consideration to be received by each holder of Shares, and (ii) receiving and holding their Election Forms and certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the Certificates ) and non-certificated Shares represented by book-entry ( Book-Entry Shares ) and shall obtain no rights or interests in the Shares represented thereby. At or immediately after the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Shares issuable pursuant to Section 2.1(a) and Section 2.1(b) in book-entry form equal to the aggregate number of Parent Shares to be issued as Merger Consideration (excluding any Fractional Share Consideration) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash to be paid as Merger Consideration, the aggregate Company Accelerated Equity Award Payments (except to the extent that any such Equity Award Payments are to be made through the payroll of the Surviving Corporation), any Fractional Share Consideration and any dividends under Section 2.3(f) (such evidence of book-entry Parent Shares and cash amounts, together with any dividends or other distributions with respect thereto, the Exchange Fund ) in each case, for the sole benefit of the holders of the Shares converted pursuant to Section 2.1(a) and Section 2.1(b) and Company Accelerated Equity Awards. In the event the Exchange Fund shall be insufficient to pay the aggregate Merger Consideration, the Company Accelerated Equity Award Payments and the dividends under Section 2.3(f), Parent shall promptly deposit, or cause to be promptly deposited, additional Parent Shares or cash with the Exchange Agent in the amount required to make such payments. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance with Section 2.3(f), out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II and to the extent of any such loss, Parent shall fund additional cash amounts into the Exchange Fund to enable such payments to be made. Any interest or other income from such investments shall be paid promptly to Parent or the Surviving Corporation, as Parent directs. (b) Procedures for Surrender. Promptly after the Effective Time (and in any event, within three (3) Business Days thereafter), Parent will cause the Exchange Agent to mail to each holder of record of Certificates or Book-Entry Shares which were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.1(a) and Section 2.1(b) (other than the holders of record of Certificates or Book-Entry Shares who have properly completed and submitted, and have not revoked, an Election Form pursuant to Section 2.2 prior to the Closing): (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates (if any) will pass, only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and will otherwise be in such form and have such other provisions as Parent or the Exchange Agent may reasonably specify and (ii) instructions in customary form for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares 6