Because the Company Per Unit NAV may fluctuate, Unitholders cannot be sure of the exact amount of the Merger Consideration they will receive until the Closing Date.
The announcement and pendency of the Merger Agreement could negatively affect the Company Per Unit NAV and the Merger Consideration that Unitholders will receive.
If the Merger closes, the Merger Consideration that Unitholders receive may be less than the value that Unitholders would receive if they held their Company Units until the end of the term of the Company.
If the Merger does not close, the Company will not benefit from the expenses incurred in its pursuit of the Merger.
Litigation that may be filed against NEWCRED or the Company in connection with the Merger, regardless of its merits, could result in substantial costs and could delay or prevent the Merger from being completed.
The termination of the Merger Agreement could negatively impact the Company.
The Merger is subject to closing conditions, including the receipt of the Unitholder Approval and NEWCRED’s ability to pay the aggregate Merger Consideration and all fees and expenses expected to be borne by NEWCRED in connection with the Merger and the other Transactions, that, if not satisfied or waived, will result in the Merger not being completed, which may result in material adverse consequences to the Company’s business and operations.
The Company may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting Unitholder Approval.
The Company will be subject to operational uncertainties and contractual restrictions while the Merger is pending, including restrictions on pursuing alternatives to the Merger.
The Merger Agreement contains provisions that could discourage or make it difficult for a third party to acquire the Company prior to the completion of the proposed Merger.
If the Merger and Rollover Transaction do not together qualify as a tax-deferred reorganization under Section 368(a) of the Code, Unitholders participating in the Rollover Transaction may be required to pay substantial U.S. federal income taxes.
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