Our business faces significant risks and uncertainties, which may have a material adverse effect on our business prospects, financial condition and results of operations, and you should carefully consider them.
−Removed: There have been no material changes in the six months ended June 30, 2020 to the risk factors described in Part I, Item 1A.
+Added: There have been no material changes in the nine months ended September 30, 2020 to the risk factors described in Part I, Item 1A.
of our Annual Report on Form 10-K for the year ended December 31, 2019, with the exception of the risk factors below.
5 unchanged sentences
We have incurred and will incur additional transaction fees, including legal, regulatory and other costs associated with closing the transaction, as well as expenses relating to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs.
−Removed: We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the ECI Merger and the integration of the two companies’ businesses.
+Added: We continue to assess the magnitude of these costs, and additional
+Added: unanticipated costs may be incurred in the ECI Merger and the integration of the two companies’ businesses.
While we expect that the elimination of duplicative costs as well as the realization of other efficiencies related to the integration of the businesses should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term or at all.
15 unchanged sentences
The degree to which the COVID-19 pandemic ultimately impacts our business, financial position and results of operations will depend on future developments beyond our control, including the severity of the pandemic, including the frequency and duration of future waves of infection;
−Removed: the extent of actions to contain or treat the virus;
+Added: the effectiveness and timing of any vaccines, the extent of actions to contain or treat the virus;
how quickly and to what extent normal economic and operating conditions can resume;
5 unchanged sentences
In addition, we may not be able to refinance our debt or obtain additional financing on favorable terms, or at all.
−Removed: Our syndicated credit facility with Citizens Bank N.A, as Administrative Agent, provides $500 million of commitments, comprised of a $400 million term loan and a $100 million revolving facility, a $30 million sublimit that is available for letters of credit and a $20 million sublimit that is available for swingline loans.
−Removed: The senior secured credit facility is scheduled to mature in March 2025.
−Removed: The credit agreement includes procedures for additional financial institutions to become lenders, or for any existing lender to fund one or more new tranches of term loans, or increase its commitment under the facility, subject, in each case, to an aggregate dollar limit equal to 100% of the Company’s Consolidated Adjusted EBITDA (as defined in the 2020 Credit Agreement) so long as the Borrowers Consolidated Net Leverage Ratio (as defined in the Credit Agreement) does not exceed 2.75:1.00.
+Added: Our Senior Secured Credit Facility Credit Agreement entered into on March 3, 2020 (as amended on August 18, 2020, the “2020 Credit Agreement”) provides $500 million of commitments, comprised of a $325 million term A loan (the “Term A Loan”), a $75 million term B loan (the “Term B Loan”), a $100 million revolving facility (the “2020 Revolving Credit Facility”), a $30 million sublimit that is available for letters of credit and a $20 million sublimit that is available for swingline loans.
+Added: The Term A Loan and the 2020 Revolving Credit Facility are scheduled to mature in March 2025.
+Added: The Term B Loan is
+Added: scheduled to mature in March 2026.
Provisions in the 2020 Credit Agreement impose limitations on our ability to, among other things, incur additional indebtedness, create liens, make acquisitions or engage in mergers, enter into transactions with affiliates, dispose of assets, make certain investments and amend or repay certain junior debt.
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This could impact our interest costs and our ability to borrow additional funds under our current credit facility.
−Removed: If we are prevented from borrowing or if we are unable to extend, renew or replace the credit facility by the maturity date of March 2025, on favorable terms, or at all, this could have a material adverse effect on our liquidity and cause our business, operations and financial condition to suffer.
+Added: If we are prevented from borrowing or if we are unable to extend, renew or replace the credit facilities under the 2020 Credit Agreement by the maturity dates, on favorable terms, or at all, this could have a material adverse effect on our liquidity and cause our business, operations and financial condition to suffer.
In addition, we may not have sufficient funds available for repayment or we may not have the ability to borrow or obtain sufficient funds to replace the indebtedness on terms acceptable to us, or at all.
−Removed: We cannot be sure that our current cash and available borrowings under our 2020 Credit Facility will be sufficient to meet our future needs.
+Added: We cannot be sure that our current cash and available borrowings under our 2020 Credit Agreement will be sufficient to meet our future needs.
If we are unable to generate sufficient cash flows in the future, and if availability under our current facility is not sufficient to support our operations, we may need to refinance our debt or obtain additional financing.
36 unchanged sentences
Although the Israeli Government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, the Company cannot assure prospective investors that this coverage will be maintained or will be adequate in the event the Company submits a claim.
−Removed: A number of countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or
−Removed: political instability in the region continue or increase.
+Added: A number of countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continue or increase.
In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods based on Israeli Government policies.
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The Supreme Court of India recently issued a judgment accepting the position of the DoT, requiring private telecommunications service providers to pay out the higher sums towards license fee and spectrum usage fee, plus interest and penalties, which are dependent on the value of their AGR.
−Removed: If this judgment stands, the sums that the telecommunications operators owe the Indian government will include back charges, interest and penalties, which may be substantial.
−Removed: The telecommunications service providers are appealing the decision, requesting various forms of relief from the Indian government, including delayed payments.
−Removed: Until such time as this matter resolved, including approval of any settlement by the Supreme Court of India, telecommunications service providers are generally reducing their capital investments in India to preserve cash.
−Removed: Unless such issue is resolved expeditiously, this matter could have a material impact on the Company.
+Added: The sums that the telecommunications operators owe the Indian government include substantial back charges, interest and penalties, which operators have ten years to pay, with the first 10% due March 31, 2021.
+Added: The telecommunications service providers are still assessing the impact of this decision and the impact it may have on their capital investments in India.
Worldwide efforts to contain capital spending and global economic conditions and uncertainties in the geopolitical environment have been and may continue to be materially adverse to our business.
16 unchanged sentences
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.