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Such information was current as of the date of filing.
−Removed: During the Company’s fiscal quarter ended June 30, 2025, no new legal proceedings, or material developments with respect to existing legal proceedings, occurred which require disclosure in this Quarterly Report on Form 10-Q.
+Added: During the Company’s fiscal quarter ended September 30, 2025, no new legal proceedings, or material developments with respect to existing legal proceedings, occurred which require disclosure in this Quarterly Report on Form 10-Q.
Ri sk Factors
Other than as described below, there were no material changes in the risk factors previously disclosed in Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
−Removed: THE TRANSACTION (AS DEFINED BELOW) MAY NOT BE COMPLETED WITHIN THE EXPECTED TIMEFRAME, OR AT ALL, AND THE PENDENCY OF THE TRANSACTION COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS.
−Removed: On June 10, 2025, we entered into the Merger Agreement, pursuant to which the Company will acquire Accession (the “Transaction”).
−Removed: Completion of the Transaction is subject to the satisfaction (or waiver) of certain conditions, a number of which are beyond our control and may prevent, delay or otherwise negatively affect their completion.
−Removed: Such conditions include, among others, the receipt of required regulatory approvals.
−Removed: The conditions to the closing of the Transaction may not be satisfied and the Merger Agreement could be terminated.
−Removed: In addition, satisfying the conditions to the Transaction may take longer, and could cost more, than we expect.
−Removed: The occurrence of such events individually or in combination may adversely affect the cost savings and other benefits we expect to achieve from the Transaction and adversely affect our business, financial condition, results of operations and cash flows.
−Removed: In addition, if the Transaction does not close, the attention of our management will have been diverted to it rather than our operations and pursuit of other opportunities.
−Removed: Failure to complete the Transaction would, and any delay in completing the Transaction could, prevent us from realizing the anticipated benefits from the Transaction.
−Removed: Additionally, if we fail to close the Transaction and are otherwise in breach of our obligations, we could be liable for damages.
WE MAY FAIL TO REALIZE ALL OF THE ANTICIPATED BENEFITS OF THE TRANSACTION (INCLUDING USE OF ACCESSION’S DEFERRED TAX ASSETS), AND THE TRANSACTION OR THOSE BENEFITS MAY TAKE LONGER TO REALIZE THAN EXPECTED.
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Failure to achieve the anticipated benefits of the Transaction could adversely affect our results of operations or cash flows, decrease or delay any anticipated accretive effect of the Transaction and negatively impact the price of our common stock and the trading prices of our senior notes.
−Removed: FINANCING THE TRANSACTION WILL RESULT IN AN INCREASE IN OUR INDEBTEDNESS, WHICH COULD ADVERSELY AFFECT US, INCLUDING BY DECREASING OUR BUSINESS FLEXIBILITY AND INCREASING OUR INTEREST EXPENSE.
−Removed: As of June 30, 2025, our total debt was $7,545 million.
−Removed: We intend to finance the purchase price of the Transaction with the net proceeds of certain securities offerings and cash on hand.
+Added: FINANCING THE TRANSACTION RESULTED IN AN INCREASE IN OUR INDEBTEDNESS, WHICH COULD ADVERSELY AFFECT US, INCLUDING BY DECREASING OUR BUSINESS FLEXIBILITY AND INCREASING OUR INTEREST EXPENSE.
+Added: As of September 30, 2025, our total debt was $7,728 million.
+Added: We financed the purchase price of the Transaction with the net proceeds of certain securities offerings and cash on hand.
These increases in our indebtedness may, among other things, reduce our flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs.
−Removed: In addition, the amount of cash required to pay interest on our indebtedness following completion of such offerings and the Transaction, and thus the demands on our cash resources, will materially increase as a result of the Transaction.
+Added: In addition, the amount of cash required to pay interest on our indebtedness, and thus the demands on our cash resources, will materially increase as a result of the Transaction.
WE HAVE MADE CERTAIN ASSUMPTIONS RELATING TO THE TRANSACTION WHICH MAY PROVE TO BE MATERIALLY INACCURATE.
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acquisition and integration costs, including restructuring charges and transaction costs;
−Removed: our ability to complete our debt offering or any other financing, or to generate and maintain needed cash from operations, to complete the Transaction and the impact of any financing on our operating results or financial condition;
+Added: the impact of the financing of the Transaction on our operating results or financial condition;
other financial and strategic risks of the Transaction.
−Removed: UPON COMPLETION OF THE TRANSACTION, WE WILL BE SUBJECT TO THE RISKS RELATED TO ACCESSION’S BUSINESS, INCLUDING UNDERWRITING RISK IN CONNECTION WITH CERTAIN CAPTIVE INSURANCE COMPANIES.
−Removed: Upon completion of the Transaction, we will be subject to risks related to Accession’s business and will assume its insurance policies and other obligations.
−Removed: Accession’s ownership of one or more protected cells in certain captive insurance companies will subject us to underwriting risk through such ownership and/or participation and may also subject us to certain liabilities and expenses, including those subject to the indemnification provisions of the Merger Agreement.
−Removed: Accession currently owns, and may continue to own, from time to time, one or more protected cells in certain captive insurance companies for the purpose of facilitating additional underwriting capacity for certain of its customers.
+Added: WE ARE SUBJECT TO RISKS RELATED TO ACCESSION’S BUSINESS, INCLUDING UNDERWRITING RISK IN CONNECTION WITH CERTAIN CAPTIVE INSURANCE COMPANIES.
+Added: We are subject to risks related to Accession’s business and assumed its insurance policies and other obligations.
+Added: Accession’s ownership of one or more protected cells in certain captive insurance companies subjects us to underwriting risk through such ownership and/or participation and may also subject us to certain liabilities and expenses, including those subject to the indemnification provisions of the Merger Agreement.
+Added: Accession currently owns, and may continue to own, from time to time, one or more protected cells in
+Added: certain captive insurance companies for the purpose of facilitating additional underwriting capacity for certain of its customers.
While Accession’s underwriting risk through any such captive insurance company would generally be limited (absent any regulatory requirement for the contribution of additional capital or contractual obligation to fund any underwriting losses in excess of contributed capital), we may be subject to claims expenses associated with any losses from these customers or programs to the extent not covered by any reinsurance.
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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.