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Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
−Removed: Except as set forth below, there have been no material changes to the risk factors disclosed in such Annual Report on Form 10-K.
−Removed: The Company may be unable to successfully consummate the Sound Point Transaction within the timeframe it anticipates, or at all, or effectuate another similar transaction involving the AssuredIM Contributed Business.
−Removed: Consummation of the Sound Point Transaction is subject to certain customary closing conditions, including the receipt of certain consents and regulatory approval.
−Removed: The closing conditions of the Sound Point Transaction may not be satisfied or it may take longer to satisfy them than the Company expects.
−Removed: Failure to complete the Sound Point Transaction would, and any delay in completing the acquisition could, prevent the Company from realizing any or all of the benefits it expects from the Sound Point Transaction.
−Removed: If the Sound Point Transaction is not consummated, the Company may be unable to identify another partner to provide management and investment resources and distribution capabilities for the AssuredIM Contributed Business and may seek to continue to operate the AssuredIM Contributed Business with its own management and investment resources.
−Removed: If the Company loses a significant number of AssuredIM’s management and investment personnel, it may not have sufficient management and investment personnel to continue to operate the AssuredIM Contributed Business as currently conducted.
−Removed: Since the Company will hold a minority interest in Sound Point after closing of the Sound Point Transaction, its interest is subject to the risks normally associated with a minority interest.
−Removed: Since the Company will hold a minority interest in Sound Point after closing of the Sound Point Transaction, it will be unable to control the business, management or policies of Sound Point.
−Removed: For example, the Company will not be able to control the timing or amount of distributions from Sound Point and will not be involved on a day-to-day basis with Sound Point’s operations or its decision-making with respect to its investment, reporting, internal control, legal, compliance or risk functions.
+Added: Except as set forth below, there have been no material changes to the risk factors disclosed in such Annual Report on Form 10-K or Part II, “Item 1A.
+Added: Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
+Added: From July 1, 2023, the Company’s interest in Sound Point is subject to the risks normally associated with a minority interest.
+Added: Since the Company holds a minority interest in Sound Point after the closing of the Sound Point Transaction, it is unable to control the business, management or policies of Sound Point.
+Added: For example, the Company is not be able to control the timing or amount of distributions from Sound Point and is not involved on a day-to-day basis with Sound Point’s operations or its decision-making with respect to its investment, reporting, internal control, legal, compliance or risk functions.
In most cases, the Company will be bound by the decisions made by the Managing Partner and Chief Investment Officer, other members of management and the Board of Managers of Sound Point.
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Decisions made by the Managing Partner and Chief Investment Officer, other members of management and the Board of Managers of Sound Point not in the Company’s interest could have a material adverse effect on the Company’s interest in Sound Point and/or its investments in Sound Point funds, other vehicles and separately managed accounts.
−Removed: An inability to obtain accurate and timely financial information from Sound Point after completion of the Sound Point Transaction may impair the Company’s ability to comply with reporting obligations under federal securities law.
−Removed: The Company will account for its investments in Sound Point and the Sound Point funds using the equity method.
−Removed: Under this method, the Company will record its share of the net earnings or losses attributable to Sound Point as equity in earnings on its consolidated statements of operations.
−Removed: Therefore, the Company will be reliant on Sound Point to provide accurate and timely financial reporting that will allow the Company to timely prepare and file its own financial statements in accordance with GAAP and in compliance with SEC regulations and New York Stock Exchange listing rules.
−Removed: As a private company, Sound Point is not subject to the reporting requirements of the Exchange Act and historically has not been required to prepare, nor has it prepared, its financial statements in accordance with generally accepted accounting principles in the United States or in compliance with the SEC’s accounting regulations.
−Removed: Post-closing, the Company expects to report its investments in Sound Point and the Sound Point funds on a one-quarter lag.
−Removed: While Sound Point has agreed to provide
−Removed: to the Company all financial information necessary to complete and file its periodic SEC reports on a timely basis, any failure by Sound Point to provide the Company with accurate and timely financial information could result in a delay in the Company’s timely reporting of its results of operations for any period or it not filing one or more periodic reports with the SEC on time or inaccuracies in its financial statements.
−Removed: Upon the closing of the Sound Point Transaction, the Company’s investments in Sound Point will be subject to the risks of Sound Point’s business.
+Added: An inability to obtain accurate and timely financial information from Sound Point or AHP may impair the Company’s ability to comply with reporting obligations under federal securities law.
+Added: The Company will be reliant on Sound Point and AHP to provide accurate and timely financial reporting that will allow the Company to timely prepare and file its own financial statements in accordance with GAAP and in compliance with SEC regulations and New York Stock Exchange listing rules.
+Added: As private companies, Sound Point and AHP are not subject to the reporting requirements of the Exchange Act and historically have not been required to prepare their financial statements in accordance with generally accepted accounting principles in the United States or in compliance with the SEC’s accounting regulations.
+Added: The Company expects to report its investments in Sound Point, the Sound Point funds and AHP funds on a one-quarter lag.
+Added: While each of Sound Point, AHP and their respective related parties have agreed to provide to the Company all financial information necessary to complete and file its periodic SEC reports on a timely basis, any failure by Sound Point, AHP or their respective related parties to provide the Company with accurate and timely financial information could result in a delay in the Company’s timely reporting of its results of operations for any period or it not filing one or more periodic reports with the SEC on time or inaccuracies in its financial statements.
+Added: The Company’s investments in Sound Point are subject to the risks of Sound Point’s business.
Sound Point’s business operates in highly competitive markets.
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Sound Point’s ability to increase and retain AUM is directly related to the performance of the assets it manages as measured against market averages and the performance of its competitors.
−Removed: Some of Sound Point’s competitors may have a lower cost of funds and access to funding and other resources that are not available to Sound Point.
+Added: Some of Sound Point’s competitors may have a lower cost of
+Added: funds and access to funding and other resources that are not available to Sound Point.
In addition, some of Sound Point’s competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than Sound Point does.
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Sound Point and its principals and employees could also be named as defendants in, or otherwise become involved in, a regulatory action or litigation.
−Removed: Any such regulatory actions or litigation could be disruptive, time-consuming, expensive and lead to negative financial and reputational consequences that have a material adverse effect on Sound Point’s business, financial condition or results of operations and, consequently, the Company’s interest in Sound Point and/or its investments in Sound Point funds, other vehicles and separately managed accounts.
+Added: Any such regulatory action or litigation could be disruptive, time-consuming, expensive and lead to negative financial and reputational consequences that have a material adverse effect on Sound Point’s business, financial condition or results of operations and, consequently, the Company’s interest in Sound Point and/or its investments in Sound Point funds, other vehicles and separately managed accounts.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.