13 unchanged sentences
In addition, our competitors may from time to time increase the amounts they spend to discover, or to market and promote, recording artists and songwriters or reduce the prices of their music in an effort to expand market share.
−Removed: We may lose business if we are unable to sign successful recording artists or songwriters or to match the prices of the music offered by our competitors.
+Added: We may lose business if we are unable to sign successful recording artists or songwriters or to match the prices offered by our competitors.
Our Recorded Music business competes not only with other recorded music companies, but also with recording artists who may choose to distribute their own works (which has become more practicable as music is distributed online rather than physically) and companies in other industries (such as Spotify) that may choose to sign direct deals with recording artists or recorded music companies.
Our Music Publishing business competes not only with other music publishing companies, but also with songwriters who publish their own works and companies in other industries that may choose to sign direct deals with songwriters or music publishing companies.
−Removed: In addition to competition from traditional music industry players, we also face competition from new entrants, including investment funds who make acquisitions or investments in recorded music or music publishing catalogs and the income streams derived therefrom.
−Removed: Our Recorded Music business is to a large extent dependent on technological developments, including access to and selection and viability of new technologies, and is subject to potential pressure from competitors as a result of their technological developments.
−Removed: For example, our Recorded Music business may be further adversely affected by technological developments that facilitate the piracy of music, such as Internet peer-to-peer file sharing, by an inability to enforce our intellectual property rights in digital environments and by a failure to further develop successful business models applicable to a digital environment.
+Added: In addition to competition from traditional music industry players, we also face competition from new entrants, including investment funds that make acquisitions or investments in recorded music or music publishing catalogs and the income streams derived therefrom.
The Recorded Music business also faces competition from other forms of entertainment and leisure activities, such as cable and satellite television, motion pictures and video games in physical and digital formats.
17 unchanged sentences
We are currently dependent on a small number of leading digital music services.
−Removed: In fiscal year 2021, revenue earned under our license agreements with our top three digital music accounts, Spotify, Apple and YouTube, accounted for approximately 42% of our total revenue.
+Added: In fiscal year 2022, revenue earned under our license agreements with our top three digital music accounts, Spotify, YouTube and Apple, accounted for approximately 40% of our total revenue.
We have limited ability to increase our wholesale prices to digital music services as a small number of digital music services control much of the legitimate digital music business.
−Removed: If these services were to adopt a lower pricing model or if there were structural changes to other pricing models, we could receive substantially less for our music, which could cause a material reduction in our revenue, unless offset by a corresponding increase in the number of transactions.
+Added: If these services were to adopt a lower pricing model or if there were structural changes to other pricing models, we could receive substantially less for our music, which could cause a material reduction in our revenue, unless offset by a corresponding increase in the number of subscribers or transactions.
We currently enter into short-term license agreements with many digital music services and provide our music on an at-will basis to others.
There can be no assurance that we will be able to renew or enter into new license agreements with any digital music service.
−Removed: The terms of these license agreements, including the royalty rates that we receive pursuant to them, may change as a result of changes in our bargaining power, changes in the industry, changes in the law or for other reasons.
+Added: The terms of these license agreements, including the royalties that we receive pursuant to them, may change as a result of changes in our bargaining power, changes in the industry, changes in the law or for other reasons.
Decreases in royalty rates, rates of revenue sharing or changes to other terms of these license agreements may materially impact our business, operating results and financial condition.
5 unchanged sentences
If these services were to fail to include our music on playlists, change the position of our music on playlists or give us less marketing space, it could adversely affect our business, results of operations and financial condition.
−Removed: Under our license agreements and relevant statutes, we receive royalties from digital music services in order to stream or otherwise offer our music.
+Added: Under our license agreements and relevant statutes, we receive royalties from digital music services in exchange for the rights to stream or otherwise offer our music.
The determination of the amount and timing of such payments is complex and subject to a number of variables, including the revenue generated, the type of music offered and the country in which it is sold, identification of the appropriate licensor, and the service tier on which music is made available.
27 unchanged sentences
Unfavorable conditions can depress revenues in any given market and prompt promotional or other actions that adversely affect our margins.
+Added: On February 24, 2022, the geopolitical situation in Eastern Europe intensified with Russia's invasion of Ukraine, and the sanctions and other measures imposed in response to this conflict have increased global economic and political uncertainty.
+Added: We own Recorded Music and Music Publishing businesses within Russia and, on March 10, 2022, the Company announced a suspension of these operations.
+Added: While our operations in Russia do not constitute a material portion of our business, a significant escalation or expansion of the conflict's current scope, increased or sustained economic disruption, sanctions or countersanctions, further devaluation of the local currency or increased cyber-related disruptions could make it difficult to deliver our content, increase costs, and have an adverse effect on our results of operations.
Unfavorable currency exchange rate fluctuations could adversely affect our results of operations.
17 unchanged sentences
If we are unable to implement our strategy successfully or properly react to changes in market conditions, our financial condition, results of operations and cash flows could be adversely affected.
+Added: Our business is to a large extent dependent on technological developments, including access to and selection and viability of new technologies, and is subject to potential pressure from competitors as a result of their technological developments.
+Added: For example, our business may be further adversely affected by technological developments that facilitate the piracy of music, such as Internet peer-to-peer file sharing, by an inability to enforce our intellectual property rights in digital environments and by a failure to further develop successful business models applicable to a digital environment.
Our results of operations, cash flows and financial condition are expected to continue to be adversely impacted by the coronavirus pandemic.
1 unchanged sentence
The pandemic has had and will have an adverse effect on our results of operations, cash flows and financial condition.
−Removed: While physical revenue streams—physical revenue in our Recorded Music business and mechanical revenue in our Music Publishing business—have declined significantly over the last decade, the virus outbreak resulted in disruptions in manufacturing and physical supply chains, and resulted in mandated closure of physical retailers, requirements that people stay in their homes and delays in the release of new recordings from artists with a more physical consumer base.
−Removed: Stay at home orders, limited indoor and outdoor gatherings and other restrictions negatively affected our business in other ways.
+Added: The virus outbreak resulted in disruptions in manufacturing and physical supply chains, and resulted in mandated closure of physical retailers, requirements that people stay in their homes and delays in the release of new recordings from artists with a more physical consumer base.
It temporarily ended and has continued to limit live concert tours, adversely impacting our concert promotion business and our sale of tour merchandise.
1 unchanged sentence
It delayed the release of new recordings by impeding the types of collaboration among artists, songwriters, producers, musicians, engineers and studios which are necessary for the delivery of those recordings.
−Removed: The outbreak also delayed the production of motion pictures and television programs.
−Removed: These delays negatively affected licensing revenue in our Recorded Music business and synchronization revenue in our Music Publishing business.
−Removed: As television and film productions resume, they have not yet returned to pre-pandemic levels, and there can be no assurance when or if they will do so.
−Removed: It has been widely reported that advertisers have reduced their advertising spend as a result of the COVID-19 pandemic.
−Removed: This resulted in a corresponding decline in licensing revenue and, to a lesser extent, ad-supported digital revenue in our Recorded Music business and synchronization, performance and ad-supported digital revenue in our Music Publishing business.
−Removed: The severity and the duration of the pandemic is difficult to predict despite the fact that global vaccination efforts are underway and businesses are beginning to reopen.
−Removed: It is expected that the pandemic will materially and adversely affect the global economy, creating risk around the timing and collectability of our accounts receivable and leading to a decline in consumer discretionary spending which, in turn, could have a negative impact on our results of operations, cash flows and financial condition.
+Added: We also experienced a decline in licensing revenue and, to a lesser extent, ad-supported digital revenue in our Recorded Music business and synchronization, performance and ad-supported digital revenue in our Music Publishing business.
To the extent the COVID-19 pandemic continues to adversely affect our business, results of operations, cash flows or financial condition, it may also have the effect of heightening other risks described in this section.
3 unchanged sentences
Our success depends, in part, upon the continuing contributions of our executive officers, however, there is no guarantee that they will not leave.
−Removed: Only some of our executive officers have employment agreements.
In fiscal year 2022, we did not have an employment agreement with our CEO.
−Removed: However, our CEO and other executive officers and members of management are participants in our equity plans.
+Added: However, we have an employment agreement with our new CEO and other executive officers and they and other members of management are participants in our equity plans.
The loss of the services of any of our executive officers or key members of management or the failure to attract and retain other executive officers could have a material adverse effect on our business or our business prospects.
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As a result, we rely on third parties to ensure that our needs are sufficiently met.
−Removed: This reliance subjects us to risks arising from the loss of control over processes, changes in pricing that may affect our operating results, and potentially, termination of provisions of these services by our suppliers.
+Added: This reliance subjects us to risks arising from the loss of control over processes, changes in pricing that may affect our operating results, and potentially, termination of these services by our suppliers.
A failure of our service providers to perform services in a satisfactory manner may have a significant adverse effect on our business.
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In August 2019, we announced that we were beginning a financial transformation initiative to upgrade our information technology and finance infrastructure, including related systems and processes.
−Removed: There has been a slight delay in the timing of the transformation initiative as a result of the ongoing effects of COVID-19, but it is still expected to be delivered in fiscal year 2022.
+Added: There has been a delay in the timing of the transformation initiative as a result of the disruption from COVID-19.
+Added: In addition, the size and scale of this global system implementation requires us to invest more time performing the rigorous system testing and data validation to ensure go-live readiness.
We expect to incur material costs in connection with this project, and there can be no assurance that we will be successful in upgrading our systems and processes effectively or on the timetable and at the costs contemplated, or that we will achieve the expected long-term cost savings.
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Such legislation could result in certain of our existing contracts with artists being declared unenforceable, or may restrict the terms under which we enter into contracts with artists in the future, either of which could adversely affect our business, results of operations and financial condition.
−Removed: In March 2021, a California Assembly Member introduced a bill (AB 1385) that seeks to repeal Subsection (b).
−Removed: The bill was withdrawn in April 2021, but will likely be reintroduced during the legislative session starting January 2022.
+Added: In March 2021, a California Assembly Member introduced a bill (AB 1385) that sought to repeal Subsection (b).
+Added: The bill was withdrawn in April 2021, but a similar bill was reintroduced in February 2022 and was ultimately rejected by the California State Senate in June 2022.
The repeal of Subsection (b) and/or the passage of legislation similar to Section 2855 by other states could materially adversely affect our business, results of operations and financial position.
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We believe the effect of any potential terminations is already reflected in the financial results of our business.
−Removed: If our recording artists and songwriters are characterized as employees, we would be subject to employment and withholding liabilities.
−Removed: Although we believe that the recording artists and songwriters with which we partner are properly characterized as independent contractors, tax or other regulatory authorities may in the future challenge our characterization of these relationships.
−Removed: We are aware of a number of judicial decisions and legislative proposals that could bring about major reforms in worker classification.
−Removed: For example, in 2019 California enacted Assembly Bill 5 (“AB 5”), which codified a new test for determining worker classification that is widely viewed as expanding the scope of employee relationships and narrowing the scope of independent contractor relationships.
−Removed: The law was subsequently amended in September 2020 to exclude most professionals working in the music sector.
−Removed: Nonetheless, because AB 5 has been the subject of widespread national discussion, it is possible that other jurisdictions may enact similar laws.
−Removed: If such regulatory authorities or state, federal or foreign courts were to determine that our recording artists and songwriters are employees, and not independent contractors, we would be required to withhold income taxes, to withhold and pay Social Security, Medicare and similar taxes and to pay unemployment and other related payroll taxes.
−Removed: We would also be liable for unpaid past taxes and subject to penalties.
−Removed: As a result, any determination that our recording artists and songwriters are our employees could have a material adverse effect on our business, financial condition and results of operations.
Governments could enact new legislation or could make regulatory determinations that affect the terms of our contracts with recording artists and songwriters.
1 unchanged sentence
Government intervention in the music streaming business could have an adverse effect on our business, financial condition and results of operations.
−Removed: Fulfilling our obligations incident to being a public company will be expensive and time-consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.
+Added: Fulfilling our obligations incident to being a public company is expensive and time-consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.
We are subject to the reporting, accounting and corporate governance requirements applicable to issuers of listed equity, including the listing standards of NASDAQ and the Sarbanes-Oxley Act.
20 unchanged sentences
Organized industrial piracy may also lead to decreased revenues.
−Removed: The impact of digital piracy on legitimate music revenues and subscriptions is hard to quantify, but we believe that illegal file sharing and other forms of unauthorized activity, including stream manipulation, have a substantial negative impact on music revenues.
+Added: The impact of digital piracy on legitimate music revenues and subscriptions is hard to quantify, but we believe that illegal file sharing and other forms of unauthorized activity, including stream manipulation, have a
+Added: substantial negative impact on music revenues.
If we fail to obtain appropriate relief through the judicial process or the complete enforcement of judicial decisions issued in our favor (or if judicial decisions are not in our favor), if we are unsuccessful in our efforts to lobby governments to enact and enforce stronger legal penalties for copyright infringement or if we fail to develop effective means of protecting and enforcing our intellectual property (whether copyrights or other intellectual property rights such as patents, trademarks and trade secrets) or our music entertainment-related products or services, our results of operations, financial position and prospects may suffer.
3 unchanged sentences
In addition, our online operations depend upon the secure transmission of confidential information over public networks.
−Removed: We maintain security measures with respect to such information, but despite these measures, are vulnerable to security breaches by computer hackers and others that attempt to penetrate the security measures that we have in place.
−Removed: A compromise of our security systems (through cyber-attacks, which are rapidly evolving and sophisticated, or otherwise) that results in personal information being obtained by unauthorized persons or other bad acts could adversely affect our reputation with our customers, potential customers, employees, artists and vendors, as well as our operations, results of operations, financial condition and liquidity, and could result in litigation against us or the imposition of governmental penalties.
+Added: We maintain security measures with respect to such information, but despite these measures, our service providers have experienced security breaches in the past and remain vulnerable to security breaches by computer hackers and others that attempt to penetrate the security measures that we have in place.
+Added: A compromise of our security systems or our service providers’ security systems (through cyber-attacks, which are rapidly evolving and sophisticated, or otherwise) that results in personal information being obtained by unauthorized persons or other bad acts could adversely affect our reputation with our customers, potential customers, employees, artists and vendors, as well as our operations, results of operations, financial condition and liquidity, and could result in litigation against us or the imposition of governmental penalties.
Unauthorized persons have also attempted to redirect payments to or from us.
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Such third parties may also be vulnerable to security breaches and compromised security systems, which could adversely affect our business.
−Removed: Evolving laws and regulations concerning data privacy may result in increased regulation and different industry standards, which could increase the costs of operations or limit our activities.
−Removed: We engage in a wide array of online activities and are thus subject to a broad range of related laws and regulations including, for example, those relating to privacy, consumer protection, data retention and data protection, online behavioral advertising, geo-location tracking, text messaging, e-mail advertising, mobile advertising, content regulation, defamation, age verification, the protection of children online, social media and other Internet, mobile and online-related prohibitions and restrictions.
+Added: Evolving laws and regulations concerning data privacy may result in increased regulation and different industry standards, which could result in monetary penalties, increase the costs of operations or limit our activities.
+Added: We engage in a wide array of online activities globally and are thus subject to a broad range of related laws and regulations including, for example, those relating to privacy, consumer protection, data retention and data protection, online behavioral advertising, geo-location tracking, text messaging, e-mail advertising, mobile advertising, content regulation, defamation, age verification, the protection of children online, social media and other Internet, mobile and online-related prohibitions and restrictions.
The regulatory framework for privacy and data security issues worldwide has become increasingly burdensome and complex, and is likely to continue to be so for the foreseeable future.
Practices regarding the collection, use, storage, transmission, security and disclosure of personal information by companies operating over the Internet and mobile platforms are receiving ever-increasing public and governmental scrutiny.
−Removed: government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced
−Removed: that it is reviewing the need for even greater regulation for the collection of information concerning consumer behavior on the Internet and mobile platforms, including regulation aimed at restricting certain targeted advertising practices, the use of location data and disclosures of privacy practices in the online and mobile environments, including with respect to online and mobile applications.
−Removed: State governments are engaged in similar legislative and regulatory activities.
+Added: government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for even greater regulation for the collection of information concerning consumer behavior on the Internet and mobile platforms, including regulation aimed at restricting certain targeted advertising practices, the use of location data and disclosures of privacy practices in the online and mobile environments, including with respect to online and mobile applications.
+Added: State governments are engaged in similar legislative and regulatory activities (including the California Consumer Privacy Act (“CCPA”) effective on January 1, 2020, the California Privacy Rights and Enforcement Act, effective January 1, 2023 (“CPRA”) and other analogous statutes more recently in other states).
+Added: The effects of CCPA and these other recently adopted laws includes an increased ability of individuals to control the use of their personal data;
+Added: heightened transparency obligations, increased obligations of companies to maintain the security of data;
+Added: and increased exposure to fines or damages for companies that do not accord individuals their specified privacy rights, that experience data breaches or that do not maintain cybersecurity at certain levels of quality.
In addition, privacy and data security laws and regulations around the world are being implemented rapidly and evolving.
−Removed: These new and evolving laws (including the European Union General Data Protection Regulation effective on May 25, 2018 and the California Consumer Privacy Act effective on January 1, 2020) have resulted in greater compliance burdens for companies with global operations.
+Added: These new and evolving laws (including the European Union General Data Protection Regulation effective on May 25, 2018) have resulted in greater compliance burdens for companies with global operations.
Globally, many government and consumer agencies have also called for new regulation and changes in industry practices with respect to information collected from consumers, electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising.
10 unchanged sentences
On November 1, 2022, Acquisition Corp.
−Removed: priced $540 million aggregate principal amount of 3.750% senior secured notes due 2029, which issuance we expect to close on November 24, 2021.
−Removed: Net proceeds of the offering are expected to be used to fund a portion of the aggregate cash consideration for potential acquisitions of certain music and music-related assets, or if any of such potential acquisitions are not completed, for general corporate purposes.
−Removed: For the twelve months ended September 30, 2021, the Company estimates that it would have reported incremental additional aggregate revenue and Adjusted EBITDA for these acquisitions of $42.8 million and $34.4 million, respectively.
−Removed: We currently expect to enter into definitive documentation for each of these acquisitions shortly following the closing of the offering.
−Removed: Closing of each of these acquisitions is subject to negotiation, execution and delivery of definitive documentation, which is currently expected to be subject to customary conditions and, in each case, is expected to occur after the closing of the offering.
−Removed: The Company may also use the net proceeds of the offering to redeem all or a portion of the 3.750% Senior Secured Notes (so long as, in the case of a partial redemption, at least $250 million of the 3.750% Senior Secured Notes remain outstanding following such redemption) at any time on one or more occasions on or prior to the fifth business day following December 20, 2021 by giving notice at least five business days prior to such time at the special optional redemption price equal to the issue price of the 3.750% Senior Secured Notes plus 1% of the principal amount thereof together with accrued and unpaid interest on such 3.750% Senior Secured Notes from the date of issuance to but excluding the redemption date.
+Added: borrowed $150 million under a new tranche of its term loan facility, the proceeds of which will be used to pay the deferred purchase price of certain music and music-related assets, to pay fees and expenses relating thereto and for general corporate purposes.
Our high degree of leverage could have important consequences for our investors.
43 unchanged sentences
These covenants limit our ability and the ability of our restricted subsidiaries to, among other things:
−Removed: create liens on certain debt;
−Removed: and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
+Added: create liens on certain debt and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
In addition, our Revolving Credit Facility includes additional covenants that would limit our ability and the ability of our restricted subsidiaries to:
17 unchanged sentences
A default, if not cured or waived, may permit acceleration of our indebtedness.
−Removed: If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.
+Added: If our indebtedness is accelerated, we cannot be certain that we will have
+Added: sufficient funds available to pay the accelerated indebtedness or will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.
All of these restrictions could affect our ability to operate our business or may limit our ability to take advantage of potential business opportunities as they arise, and may have an adverse effect on the trading price of our common stock.
14 unchanged sentences
The ability to generate cash or refinance indebtedness as it becomes due depends on many factors, some of which are beyond our control.
−Removed: Our ability to make scheduled payments on, or to refinance our obligations under, our indebtedness and to fund planned capital expenditures and other corporate expenses will depend on our future operating performance and on economic, financial,
−Removed: competitive, legislative and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which they may be subject.
+Added: Our ability to make scheduled payments on, or to refinance our obligations under, our indebtedness and to fund planned capital expenditures and other corporate expenses will depend on our future operating performance and on economic, financial, competitive, legislative and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which they may be subject.
Many of these factors are beyond our control.
6 unchanged sentences
A downgrade, suspension or withdrawal of the rating assigned by a rating agency to us could cause the liquidity or market value of our indebtedness to decline and our cost of capital to increase.
−Removed: Any future lowering of our ratings may make it more difficult or more expensive for us to obtain additional debt financing.
+Added: Any future downgrade of our ratings may make it more difficult or more expensive for us to obtain additional debt financing.
Therefore, although reductions in our debt ratings may not have an immediate impact on the cost of debt or our liquidity, they may impact the cost of debt and liquidity over the medium term and future access at a reasonable rate to the debt markets may be adversely impacted.
15 unchanged sentences
Additionally, until Access ceases to hold more than 50% of the total combined voting power of our outstanding common stock, pursuant to Section 141(a) of the General Corporation Law of the State of Delaware (“DGCL”), our Executive Committee, as the Company’s governing body, has all of the power and authority (including voting power) of our board of directors.
−Removed: The Executive Committee has the authority to approve any actions of the Company, except for matters that must be approved by the Audit Committee of our board of directors (or both the Executive Committee and the Audit Committee), or by a committee or sub-
−Removed: committee qualified to grant equity to persons subject to Section 16 of the Exchange Act for purposes of exempting transactions pursuant to Section 16b-3 thereunder, or as required under Delaware law, SEC rules and NASDAQ rules.
+Added: The Executive Committee has the authority to approve any actions of the Company, except for matters that must be approved by the Audit Committee of our board of directors (or both the Executive Committee and the Audit Committee), or by a committee or sub-committee qualified to grant equity to persons subject to Section 16 of the Exchange Act for purposes of exempting transactions pursuant to Section 16b-3 thereunder, or as required under Delaware law, SEC rules and NASDAQ rules.
Access also has the power to direct us to engage in strategic transactions, with or involving other companies in our industry, including acquisitions, combinations or dispositions, and the acquisition of certain assets that may become available for purchase, and any such transaction could be material.
3 unchanged sentences
Access may also pursue acquisition opportunities that may be complementary to our business, which could have the effect of making such acquisition opportunities unavailable to us.
−Removed: Access could elect to cause us to enter into business combinations or other transactions with any business or businesses in our industry that Access may acquire or control, or we could become part of a group of companies organized under the ultimate common control of Access that may be operated in a manner different from the manner in which we have historically operated.
+Added: Access could elect to cause us to enter into business combinations or other transactions with any business or businesses in our industry that Access may acquire or control, or we could become part of a group of companies organized
+Added: under the ultimate common control of Access that may be operated in a manner different from the manner in which we have historically operated.
Any such business combination transaction could require that we or such group of companies incur additional indebtedness, and could also require us or any acquired business to make divestitures of assets necessary or desirable to obtain regulatory approval for such transaction.
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Our amended and restated certificate of incorporation provides that we, on our behalf and on behalf of our subsidiaries, renounce any interest or expectancy in, or in being offered an opportunity to participate in, corporate opportunities, that are from time to time presented to Access or any of its affiliates, directors, officers, employees, stockholders, members or partners, even if the opportunity is one that we or our subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so.
−Removed: None of Access, its affiliates or any of its directors, officers, employees, stockholders, members or partners will generally be liable to us or any of our subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such person pursues, acquires or participates in such corporate opportunity, directs such corporate opportunity to another person or fails to present such corporate opportunity, or information regarding such corporate opportunity, to us or our
−Removed: subsidiaries unless, in the case of any such person who is a director or officer, such corporate opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer.
+Added: None of Access, its affiliates or any of its directors, officers, employees, stockholders, members or partners will generally be liable to us or any of our subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such person pursues, acquires or participates in such corporate opportunity, directs such corporate opportunity to another person or fails to present such corporate opportunity, or information regarding such corporate opportunity, to us or our subsidiaries unless, in the case of any such person who is a director or officer, such corporate opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer.
To the fullest extent permitted by law, by becoming a stockholder in our company, stockholders will be deemed to have notice of and consented to this provision of our amended and restated certificate of incorporation.
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These changes exclude companies with multiple classes of shares of common stock from being added to these indices.
−Removed: In addition, several stockholder
−Removed: advisory firms have announced their opposition to the use of dual or multiple class structures.
+Added: In addition, several stockholder advisory firms have announced their opposition to the use of dual or multiple class structures.
As a result, the dual class structure of our common stock may prevent the inclusion of our Class A Common Stock in these indices and may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure.
10 unchanged sentences
In addition, 31,169,099 shares of our Class A Common Stock were reserved for future issuances under the Omnibus Incentive Plan adopted in connection with the IPO over the 10-year period from the date of adoption.
−Removed: As of September 30, 2021, the Company has granted members of its Board of Directors a total of 64,424 shares of restricted common stock pursuant to the Omnibus Incentive Plan.
+Added: As of September 30, 2022, the Company has granted members of its Board of Directors a total of 248,040 shares of restricted and unrestricted common stock pursuant to the Omnibus Incentive Plan.
These grants represent compensation for board service for the period from the grant date until the Company’s regularly scheduled annual shareholder meeting, at which time the restricted stock will be vested.
25 unchanged sentences
These broad market fluctuations may adversely affect the trading price of our Class A Common Stock.
−Removed: In the past, following periods of volatility in the market price of a company’s securities, class action litigation has often been instituted against the affected company.
+Added: past, following periods of volatility in the market price of a company’s securities, class action litigation has often been instituted against the affected company.
Any litigation of this type brought against us could result in substantial costs and a diversion of our management’s attention and resources, which could materially and adversely affect our business, results of operations and financial condition.
11 unchanged sentences
As of September 30, 2022, our total consolidated indebtedness, net of premiums, discounts and deferred financing costs, was $3.732 billion, all of which ranks senior to our Class A Common Stock.
−Removed: In addition, on November 17, 2021, Acquisition Corp.
−Removed: priced $540 million aggregate principal amount of 3.750% senior secured notes due 2029, which issuance we expect to close on November 24, 2021.
+Added: On November 1, 2022, Acquisition Corp.
+Added: borrowed $150 million under a new tranche of its term loan facility, the proceeds of which will be used to pay the deferred purchase price of certain music and music-related assets, to pay fees and expenses relating thereto and for general corporate purposes.
If, in the future, we decide to issue additional debt or equity securities that rank senior to our Class A Common Stock, it is likely that such securities will also be governed by an indenture or other instrument containing covenants restricting our operating flexibility consistent with our existing debt agreements.
2 unchanged sentences
Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings.
−Removed: Thus, holders of our Class A
−Removed: Common Stock will bear the risk of our future offerings reducing the market price of our Class A Common Stock and diluting the value of their stock holdings in us.
+Added: Thus, holders of our Class A Common Stock will bear the risk of our future offerings reducing the market price of our Class A Common Stock and diluting the value of their stock holdings in us.
Anti-takeover provisions in our amended and restated certificate of incorporation and amended and restated by-laws and Delaware law could discourage, delay or prevent a change of control of our company and may affect the trading price of our Class A Common Stock.
23 unchanged sentences
• the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.
−Removed: We intend to use these exemptions.
−Removed: As a result, we will not have a majority of independent directors, our compensation and our nominating and corporate governance committees will not consist entirely of independent directors and such committees may not be subject to annual performance evaluations.
+Added: We intend to rely on these exemptions.
+Added: As a result, we are not required to have a majority of independent directors, our compensation and our nominating and corporate governance committees will not consist entirely of independent directors and such committees may not be subject to annual performance evaluations.
Consequently, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of NASDAQ corporate governance rules and requirements.
20 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.