Risk Factors .
−Removed: We are supplementing the risk factors described under “Item 1A.
−Removed: Risk Factors” in our 2020 Form 10-K with the additional risk factors set forth below, which should be read in conjunction with the risk factors and other disclosures in this report and in our 2020 Form 10-K.
−Removed: Risks Relating to the Pending Sales of Block 21 and The Santal
−Removed: The closings of the pending sales of Block 21 and The Santal are subject to various risks and uncertainties, may not be completed in accordance with expected plans, on the currently contemplated timelines, or at all, and the pending sales may be disruptive to the operations and profitability of our leasing, hotel and entertainment businesses.
−Removed: As previously announced and discussed elsewhere in this report, on October 26, 2021, we entered into new agreements to sell Block 21 to Ryman for $260.0 million, subject to downward adjustments up to $5.0 million.
−Removed: In addition, we previously announced on September 20, 2021, that we entered into an agreement to sell The Santal for $152.0 million in cash, which was subsequently amended to provide the purchaser a $0.7 million repair credit.
−Removed: The properties and operations of Block 21 constitute all of the properties and operations of our hotel and entertainment businesses.
−Removed: During 2020 and the nine months ended September 30, 2021, approximately 45 percent and 50 percent, respectively, of the revenue from our leasing operations were from The Santal and Block 21’s office and retail space.
−Removed: The Block 21 transaction is currently targeted to close in the fourth quarter of 2021, subject to the timely satisfaction or waiver of various closing conditions, including, the consent of the loan servicer to Ryman’s assumption of the existing mortgage loan;
−Removed: the consent of the hotel operator, an affiliate of Marriott, to Ryman’s assumption of the hotel operating agreement;
−Removed: the absence of a material adverse effect;
−Removed: and other customary closing conditions.
−Removed: The Santal transaction is expected to close no later than December 10, 2021, subject to the satisfaction or waiver of customary closing conditions.
−Removed: Ryman has deposited $5.0 million and The Santal purchaser has deposited $3.5 million in earnest money to secure their performance under the agreements governing the sales.
−Removed: If the conditions to the closing of the sales of Block 21 or The Santal are neither timely satisfied nor, where permissible, waived on a timely basis or at all, we may be unable to complete the sales of Block 21 or The Santal or such completions may be delayed beyond our expected timeline for each sale.
−Removed: Whether or not the proposed sales of Block 21 and The Santal are completed, the prior announcements and current pendency of the sales may be disruptive to Block 21 and The Santal’s businesses and may adversely affect current or prospective relationships with guests, customers, employees, suppliers and tenants.
−Removed: Uncertainties related to the pending sales could divert the attention of management and other employees from the day-to-day operations of Block 21 and The Santal in preparation for and during the completion of the sales.
−Removed: If we are unable to effectively manage these risks, Block 21 and The Santal’s businesses, results of operations, financial condition and prospects could be adversely affected.
−Removed: If the proposed sales of Block 21 or The Santal are delayed or not completed for any reason, we will have expended significant management resources in an effort to complete the sales and will have incurred significant transaction costs.
−Removed: Accordingly, if the proposed sales of Block 21 or The Santal are not completed on the terms set forth in the definitive agreements governing the sales, or at all, our business, results of operations, financial condition, cash flows and stock price may be adversely affected.
−Removed: We cannot provide assurances that the sales of Block 21 or The Santal will result in additional value being realized by our shareholders.
−Removed: If completed, the sales of Block 21 and The Santal are anticipated to provide us with substantial net cash proceeds.
−Removed: Our remaining businesses would consist of our traditional real estate operations segment and the remainder of our Leasing Operations segment.
−Removed: We are evaluating options for the use of the net proceeds of the sales and for our future real estate and leasing operations.
−Removed: We cannot assure you that we will be able to redeploy the capital we obtain from the sales of Block 21 and The Santal in a way that would result in additional value to our shareholders, or that we will engage in any transaction or transactions that will result in our shareholders realizing additional value from the sales.
−Removed: Further, in order to secure our subsidiaries’ responsibilities for the accuracy of certain representations and warranties in the agreements governing the sale of Block 21, $6.9 million will be held in escrow for 12 months after the closing, subject to a longer retention period with respect to any required reserve for pending claims.
−Removed: We cannot assure you that we will eventually receive all or any of the amounts held in escrow.
+Added: We are supplementing the risk factors described under Part I, Item 1A.
+Added: “Risk Factors” of our 2021 Form 10-K with the risk factor set forth below, which should be read in conjunction with the risk factors and other disclosures in this report and in our 2021 Form 10-K .
+Added: Supply chain constraints may further delay completion of our projects under construction, may impact the timing of projects we plan to start in the future, and may increase our costs.
+Added: Supply chain disruptions impacting our industry have begun to delay some of our projects under construction, and may impact the timing of projects on which we plan to start construction in the future.
+Added: Our industry has also continued to experience increases in costs of land, construction materials and labor.
+Added: Because we engage third-party general contractors to construct our projects on a fixed-price or guaranteed maximum price basis, our exposure to cost increases on projects under construction is limited;
+Added: however, supply constraints may increase our costs of, or delay, future projects.
+Added: In addition, rising costs and delays in delivery of materials may increase the risk of default by contractors and subcontractors.
+Added: Accordingly, time delays or increases in construction costs resulting from supply chain disruptions may impact our ability to realize anticipated returns on projects and have a material adverse impact on our cash flow and profits.
+Added: Refer to Part I, Item 2.
+Added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds .
+Added: There were no unregistered sales of equity securities and no repurchases of common stock during the three months ended March 31, 2022.
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.