−Removed: The following risk factors are in addition to the risks described in the Company’s Form 10-K under Item 1A, “Risk Factors” for its fiscal year ended December 31, 2019 and in its subsequent periodic reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
−Removed: The risk factors described below may have the effect of heightening many of the risks contained in the Company’s Form 10-K and other periodic reports.
−Removed: The sale of the Extremity Orthopedics business is subject to customary closing conditions, including an employee consultation process in France, and may not be completed on a timely basis, or at all.
−Removed: On September 29, 2020, the Company and certain of its subsidiaries entered into an agreement to sell to Smith & Nephew USD Limited.
−Removed: the Company’s upper and lower extremity orthopedics product portfolio, including ankle and shoulder arthroplasty and hand and wrist product lines (See FN 2 Assets and Liabilities for Sale).
−Removed: We cannot assure you that the conditions to the closing of the sale will be satisfied and, if those conditions are neither satisfied nor, where permissible, waived on a timely basis or at all, we may be unable to complete the sale of the Extremity Orthopedics business, or such completion may be delayed or completed on terms that are less favorable, perhaps materially, to us than the terms currently contemplated.
−Removed: If the proposed sale of our Extremity Orthopedics business is completed, the announcement and pendency of the sale may be disruptive to our businesses (including the Extremity Orthopedics business) and may adversely affect our existing relationships with current and prospective employees and business partners, as well as with customers.
−Removed: Uncertainties related to the pending sale may also impair our ability to attract, retain and motivate key personnel and could divert the attention of our management and other employees from its day-to-day business and operations in preparation for and during the sale.
−Removed: If we are unable to effectively manage these risks, the business, results of operations, financial condition and prospects of our businesses could be adversely affected.
−Removed: If the proposed sale of the Extremity Orthopedics business is delayed or not completed for any reason, including due to our or Smith & Nephew's inability to satisfy the closing conditions set forth in the Definitive Agreements or industry or economic conditions outside of our control, including those related to the ongoing COVID-19 pandemic, investor confidence could decline.
−Removed: Moreover, in the event of a failed transaction due, for example, to our inability to successfully go through the employee consultation process in France in timely fashion, we will incur costs and will have expended significant management resources in an effort to complete the sale.
−Removed: Accordingly, if the proposed sale of the Extremity Orthopedics business is not completed on the timeline or terms currently contemplated, or at all, our business, results of operations, financial condition, cash flows and stock price may be adversely affected.
+Added: The following risk factor is in addition to the risks described in the Company’s Form 10-K under Item 1A, “Risk Factors” for its fiscal year ended December 31, 2020 and in its subsequent periodic reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
+Added: The risk factor described below may have the effect of heightening many of the risks contained in the Company’s Form 10-K and other periodic reports.
+Added: Changes in the calculation and or complete replacement of LIBOR could have an impact on our business.
+Added: The United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced in July 2017 that it will no longer persuade or require banks to submit rates for LIBOR after 2021.
+Added: This announcement and global financial benchmark reforms generally have resulted in the future of certain interest rate benchmarks being more uncertain.
+Added: LIBOR may be disrupted, materially change, or no longer be published in the future.
+Added: In March 2021, the FCA provided clarity on the future of LIBOR by announcing that GBP, EUR, CHF, JPY Libor and 1-week and 2-month USD LIBOR will cease on December 31, 2021 while the remaining USD LIBOR settings will end on June 30, 2023.
+Added: We have multiple debt facilities and swap contracts which utilizes a variable rate equal to Eurodollar LIBOR rate as a component of our interest rate.
+Added: The upcoming transition away from LIBOR as a common reference rate in the global financial market could have a material, adverse effect on our business.
+Added: Management continues to monitor the status and discussions regarding LIBOR.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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