OM Asset Management plc (NASDAQ:OMAA) Files An 8-K Entry into a Material Definitive Agreement

On December 12, 2016, OM Asset Management plc (the Company or we)
entered into a private repurchase agreement (the Repurchase
Agreement) with Old Mutual plc (the Parent) and OM Group (UK)
Limited, a wholly owned subsidiary of the Parent (OMGUK) to a
share repurchase program approved by the Company’s shareholders
at the Company’s 2016 annual general meeting of shareholders. to
the Repurchase Agreement, and subject to its terms and
conditions, the Company has agreed to repurchase 6,000,000
ordinary shares directly from OMGUK in a private transaction at
the price per ordinary share sold to the public by OMGUK in a
concurrent public offering (the Public Offering) expected to
commence on December 12, 2016 (the Repurchase Transaction). The
closing of the Repurchase Transaction is subject to various
conditions, including the closing of the public offering, and
there can be no assurance that the Repurchase Transaction will be
completed. The Company expects the completion of the Repurchase
Transaction to be concurrent with the closing of the public
offering. The Company expects to fund the Repurchase Transaction
with cash on hand and/or funds available from the Company’s
revolving credit facility. A copy of the Repurchase Agreement is
attached hereto as Exhibit 1.1 and is incorporated herein by
reference.

The Company’s AUM as of November 30, 2016 were $234.5 billion,
an increase of $22.1 billion, or 10.4%, as compared to the
Company’s AUM as of December 31, 2015. For the period from
October 1, 2016 through November 30, 2016, the Company’s net
client cash flows were $(0.6) billion and the annualized revenue
impact of net client cash flows was $0.1 million. As of November
30, 2016, the percentage of the Company’s products outperforming
their investment benchmarks on a revenue-weighted basis over the
one-, three-, and five-year periods was estimated to be 56%, 59%
and 73%, respectively. As of November 30, 2016, the percentage of
the Company’s products outperforming their investment benchmarks
on an equal-weighted basis over one-, three-, and five-year
periods was estimated to be 58%, 71% and 79%, respectively. As of
November 30, 2016, the percentage of the Company’s products
outperforming their investment benchmarks on an asset-weighted
basis over one-, three-, and five-year periods was estimated to
be 47%, 47% and 60%, respectively.

The information in this Item 2.02 and the information in Item
7.01 to this Current Report on Form 8-K is being furnished in
accordance with Item 2.02 and Item 7.01 and shall not be deemed
to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended. Such information shall not be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, except as may be expressly set forth in
a specific filing.

On December 12, 2016, Old Mutual plc announced its intention to
continue the reduction of its holdings in the Company in an orderly
manner which balances value, time, cost and risk.

The information disclosed in Item 2.02 to this Current Report on
Form 8-K is hereby incorporated by reference into this Item 7.01
to this Current Report on Form 8-K.

The following risk factors are provided to update the risk factors
of the Company previously disclosed under the heading “Risks
Related to Our Ownership Structure” in the periodic reports filed
with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the year ended December 31, 2015 (the
“2015 Form 10-K”) and its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2016, June 30, 2016 and September 30,
2016. Capitalized terms not otherwise defined herein have the
meanings ascribed to them in the 2015 Form 10-K.

Risks Related to Our Ownership Structure

Our Parent controls us and has significant power to control our
business, affairs and policies.

As of the date of this Current Report on Form 8-K, our Parent
beneficially owns 66% of our outstanding ordinary shares. As a
result of its majority ownership, and to the rights of our Parent
under the shareholder agreement that we have entered into with our
Parent, or the Shareholder Agreement, and policies and procedures
adopted by our Board of Directors, our Parent has significant power
to control our business, affairs and policies, including the right
to appoint a majority of the directors to our Board of Directors,
and, accordingly, the appointment of management, the adoption of
amendments to our articles of association and the number of
ordinary shares available for issuance under our equity incentive
plans for our prospective and existing employees. This
concentration of ownership may have the effect of delaying or
preventing a change in control of us or discouraging others from
making tender offers for our ordinary shares, or could result in a
change of control in which only the Parents shares are sold, which
could prevent shareholders from receiving a premium for their
ordinary shares. It also may make it difficult for other
shareholders to replace management and may adversely impact the
trading price of our ordinary shares because investors often
perceive disadvantages in owning ordinary shares in companies with
controlling shareholders.

to the Shareholder Agreement, our Parent, for so long as it remains
the majority owner of our outstanding ordinary shares, has the
right to appoint a majority of the directors to our Board of
Directors. At such time as our Parent ceases to own a majority of
our outstanding shares, our Parent will no longer have the right to
appoint a majority of the directors to our Board but will have the
right to appoint a lesser number of directors for so long as it
owns certain specified percentages of our outstanding ordinary
shares that are less than a majority but greater than or equal to
7%. In addition, our Board of Directors has adopted policies and
procedures which give our Parent significant control over certain
matters, including budgets, business strategy, acquisitions,
expenditures, financings, dividends, insurance and compensation,
and require us to comply with certain policies and procedures
similar to those at our Parent. At such time as our Parent ceases
to own a majority of our ordinary shares, any or all such policies
and procedures may be amended or terminated in the sole discretion
of our Board of Directors and therefore any control maintained by
our Parent as a result of such policies or procedures may be
reduced or eliminated.

In addition, to the Shareholder Agreement, our Parent has approval
rights over various matters until the date our Parent ceases to
beneficially own at least 20% of our outstanding ordinary shares
(provided that the consent rights related to the incurrence or
guarantee of debt, the granting of liens and the declaration or
payment of dividends shall not apply until the date that our Parent
ceases to own more than 50% of our ordinary shares, so long as our
Board of Directors approves such matters), including:

The foregoing approval rights may be transferred to a third party
for so long as our Parent owns a majority of our outstanding
ordinary shares. Once our Parent ceases to own a majority of our
outstanding ordinary shares, it will no longer be able to transfer
such approval rights.

The ownership by our Parent of a significant percentage of our
ordinary shares, its right to appoint directors and its significant
control with respect to certain matters as described above limits
the ability of other shareholders to influence corporate matters.
For information regarding the beneficial ownership of our
outstanding ordinary shares by our Parent, see Security Ownership
of Certain Beneficial Owners and Management in our Definitive Proxy
Statement on Schedule 14A filed on April 6, 2016.

We are a controlled company within the meaning of the NYSE Listed
Company Manual while our Parent owns more than 50% of our
outstanding ordinary shares and, as a result, qualify for, and rely
on, exemptions from certain corporate governance requirements.

As of the date of this Current Report on Form 8-K, our Parent
continues to beneficially own a majority of our ordinary shares. As
a result, we are a controlled company within the meaning of the
NYSE Listed Company Manual. Under the NYSE Listed Company Manual, a
company of which more than 50% of the voting power is held by an
individual, group or another company is a controlled company and
may elect not to comply with certain corporate governance
requirements in the NYSE Listed Company Manual, including:

As of the date of this Current Report on Form 8-K, we utilized the
exemptions to each of the requirements listed above. Accordingly,
shareholders will not have the same protections afforded to
shareholders of companies that are subject to all of the NYSE
corporate governance requirements of the NYSE Listed Company Manual
until such time as our Parent ceases to own a majority of our
outstanding shares. Even if we are no longer a controlled company
our Parent still may have significant influence over us depending
upon the level of ownership retained by our Parent, including the
right to appoint directors. For further information on our Parents
rights under the Shareholder Agreement, see Certain Relationships
and Related Party TransactionsRelationship with our Parent and
OMGUK in our Definitive Proxy Statement on Schedule 14A filed on
April 6, 2016.

>If our Parent sells a controlling interest in us to a third
party in a private transaction, other shareholders may not realize
any change of control premium on our ordinary shares.

Our Parent owns a substantial majority of our ordinary shares. Our
Parent has the ability, should it choose to do so, to sell some or
all of our ordinary shares in a privately negotiated transaction,
which, if sufficient in size, could result in a change of control
of us. The ability of our Parent to privately sell such shares may
not be subject to any requirement for a concurrent offer to be made
to acquire all of our ordinary shares that are publicly traded,
which could prevent other shareholders from realizing any change of
control premium on their ordinary shares that may otherwise accrue
to our Parent upon its private sale of our ordinary shares. A sale
of shares which resulted in a change of control could have a
negative impact on our business.

For so long as our Parent owns a majority of our outstanding
ordinary shares, it will have significant influence over our
business and strategy and it will have the right to transfer such
influence to a third party. Our Parents interest or the interest of
any third party transferee may differ from the interests of our
other shareholders.

For so long as our Parent owns a majority of our outstanding
ordinary shares, it has approval rights over significant business
decisions, it has the right to appoint a majority of our Board of
Directors and our Board of Directors has policies and procedures in
place which give our Parent approval rights over budgets, business
strategy, acquisitions, expenditures, financings, dividends,
insurance and compensation. In addition, as long as our Parent
retains ownership of a majority of our outstanding ordinary shares,
our Parent may transfer the foregoing rights to a third party
transferee of a majority of our ordinary shares, at which point we
will become subject to the control of that third party. Any third
party that acquires a controlling interest in us from our Parent
may be presently unknown or unfamiliar to our management and our
Affiliates. Our Parents interests or the interests of a new
majority owner in our long-term business strategy may differ from
that of our shareholders and management. As a result, our Parent or
a new majority owner may make decisions about the long-term
strategy of our company that may be in its own interest and
conflict with the interests of our shareholders.

On March 11, 2016, our Parent announced the results of a strategic
review, which included a plan to separate its underlying
businesses, including OMAM. Were the structure and form of this
separation to result in a change in our control as described below,
it could adversely impact our relationship with our Affiliates and
their clients and, under certain circumstances, could result in the
acceleration of our outstanding indebtedness and/or the redemption
of our outstanding notes.

On March 11, 2016, our Parent announced the results of a
strategic review, which included a plan to separate its
underlying businesses, including OMAM. Our Parent further
announced on December 12, 2016 its intention to continue the
reduction of its holdings in OMAM in an orderly manner which
balances value, cost, time and risk. We can provide no assurances
as to the timing or manner in which our Parent may execute upon
its strategy with respect to the separation process and any
impact such separation may have on us. In this regard, our Parent
has engaged from time to time in discussions with, and continues
to consider expressions of interest from, third parties to
acquire a majority of our outstanding shares from our Parent.
There can be no assurance that any discussions will result in a
sale of our ordinary shares held by our Parent or that
shareholders other than our Parent would be afforded the
opportunity to participate in such sale.

A sale of the majority of our outstanding ordinary shares by our
Parent to a third party could result in disruption to our
relationships with our Affiliates and their clients and therefore
our assets under management and net client cash flows if the new
owner is deemed to be unattractive or unsupportive of our, and our
Affiliates, strategy. Any potential disagreements between our
management and a new majority owner over matters such as the
economic arrangements or management policies with our Affiliates,
growth strategies and compensation philosophy of our Affiliates
could adversely affect our relationships with our Affiliates.
Furthermore, dissatisfaction by the management teams of our
Affiliates with the services that we provide to them and the
conditions upon which such services are provided also could result
in a strained relationship with the management of that Affiliate.
Any strains in the relationships that we have with our Affiliates
could be detrimental to our overall business. See Our Relationships
with our Affiliates are Critical to Our Success in our 2015 Form
10-K.

The investment advisory agreements between our Affiliates, who are
(or who have subsidiaries who are) U.S. registered investment
advisers, and their clients are not assignable without the consent
of the client. A future sale of a controlling block of our voting
securities by our Parent to a third party could be deemed an
assignment of the underlying investment advisory agreements between
our Affiliates and their clients under the Advisers Act and
Investment Company Act. If an assignment of an investment advisory
agreement is deemed to occur, and clients do not consent to the
assignment or enter into a new advisory agreement, our results of
operations could be materially and adversely affected. In addition,
in the event our Parent sells a controlling block of our voting
securities to a third party, prospective clients and consultants
may be reluctant to commit to make new investments with our
Affiliates, or invest in funds sponsored by our Affiliates, for
some period of time following the sale, which may adversely affect
our results of operations.

In a proposed transfer of a controlling block of our ordinary
shares, our Affiliates will be asked to seek the consent of their
clients to the assignment of their advisory contracts. Our
Affiliates may not support a proposed transfer of a controlling
block of our securities or the proposed transferee of the
controlling block. As a result, our Affiliates may be reluctant to
solicit the consents of their clients to the assignments of their
advisory contracts that would result from such proposed transfer of
a controlling block or may do so only if certain commitments are
made by the proposed purchaser to such Affiliates. An agreement for
a sale of a control block of the securities of a company such as
ours often provides that the closing of the transaction is
conditioned upon receipt of consents of clients representing a
specified percentage of the assets under management or revenues of
the target company. The announcement of a transaction that fails to
close for this reason could have an adverse effect on the
relationship between our Affiliates and their clients and thus an
adverse effect on us. Even if a transaction were to be completed,
revenue attributable to non-consenting clients could be lost which
could have a material adverse effect on our results of operations.
Although consent of clients to the private transfer of a
controlling block of our securities would be required under the
Advisers Act and the terms of advisory contracts with our clients
who are not registered under the Investment Company Act , and a
private transfer of a controlling block of our securities would
require the execution of a new advisory contract with our clients
who are registered under the Investment Company Act, which contract
would require the approval of the board and, in certain cases,
shareholders of such clients, sales of securities to this offering
or subsequent similar offerings should not require client consents.

Under the Third Amended and Restated Limited Liability Company
Operating Agreement of Heitman LLC, a control change of Heitman may
not take place unless the Company first offers to the
employee-owned entity that is the other member of Heitman (or the
Heitman Employee Entity) the right to purchase our interest in
Heitman at a price equal to our good faith estimate of the
reasonable value of our interest in Heitman. A control change is
deemed to occur if (i) OMUS, Heitman Financial Ltd., a wholly owned
subsidiary of OMUS (or the Class B Member), or a permitted
transferee of these entities ceases to be controlled by our Parent,
or (ii) a sale, exchange, transfer or assignment of shares in our
Parent takes place, the effect of which is a change of control of
our Parent. A control change does not include (x) a sale, exchange,
transfer or assignment of

the Class B Members interest in Heitman or any economic interest
therein to a bona fide secured creditor of OMUS resulting from the
lender exercising its rights to a pledge of the interests in
Heitman, (y) a sale, exchange transfer or assignment of the Class B
Members interests in Heitman or any economic interest therein to
any business entity that is controlled by our Parent or (z) an
initial public offering of the shares of any entity which owns a
direct or indirect interest in the Class B Member. If a control
change occurs and the Heitman Employee Entity were to exercise its
right to purchase the Class B Members interest in Heitman, then,
upon the closing of the purchase, Heitman would no longer be one of
our affiliates and we would not be entitled to participate in any
future distributions from Heitman.

Finally, if our Parent sells a majority of our outstanding ordinary
shares to a third party, an event of default under our revolving
credit facility will occur, which would entitle the lenders to
accelerate any indebtedness outstanding under the facility and to
terminate the facility. If an acceleration of at least $50 million
of indebtedness occurs and such amount is not repaid within 30
days, there will be a cross default with respect to our $400
million (in aggregate) senior unsecured notes, or the Notes. Upon
the occurrence of a default, the trustee or holders of 25% of the
aggregate principal amount of the Notes may declare the Notes
immediately due and payable. Our future debt instruments may
contain similar restrictions and provisions. In addition, a sale of
a majority of our outstanding shares to a third party could result
in a downgrade in our credit rating to below investment grade. Were
such a downgrade to occur with respect to both Moodys Investors
Service, Inc. and Standard Poors Financial Services LLC,
noteholders would have the right to require us to repurchase the
Notes at a price equal to 101% of the principal amount, plus
accrued and unpaid interest to but excluding the repurchase date.
The source of funds that will be required to repurchase the Notes
and repay any outstanding indebtedness under our revolving credit
facility will be our available cash or cash generated from our
subsidiaries operations or other potential sources, including
borrowings, sales of assets or sales of equity. We cannot assure
you that sufficient funds from such sources will be available to
make required repurchases of the Notes tendered or repay
outstanding indebtedness if accelerated.

Our Parents continuing significant interest in us may result in
conflicts of interest.

For as long as our Parent continues to beneficially own a
significant amount of our outstanding ordinary shares, it will
continue to be able to strongly influence or effectively control
our decisions. See Our Parent controls us and has significant power
to control our business, affairs and policies. Moreover, as long as
our Parent continues to beneficially own more than 50% of our
issued share capital, it will be able to determine the outcome of
any corporate actions requiring approval of our shareholders by way
of ordinary resolution (as such matters require approval by at
least 50% of shareholders present and voting at the meeting at
which the resolution is proposed).

As of the date of this Current Report on Form 8-K, our Parent also
has the right to appoint a majority of our Board of Directors and
approval rights over certain enumerated corporate actions to the
Shareholder Agreement. Because our Parents interests may differ
from those of other shareholders, actions our Parent takes or omits
to take with respect to us, for as long as it has these rights,
including those corporate or business actions requiring its prior
affirmative written consent or vote, may not be as favorable to
other shareholders as they are to our Parent.

The interests of our Parent could conflict in material respects
with those of our other shareholders. For example, our Parent
(through its control of our Board of Directors or to consent rights
in the Shareholder Agreement) may prevent us from incurring
indebtedness or making acquisitions with our own capital for any
reason, including if such actions would adversely affect its
capital ratios on a consolidated basis, negatively affect its
credit rating or otherwise influence its financial metrics. Our
Parent also could, for similar or other reasons, exert control over
the amount and timing of our investments and dispositions, cause us
to sell revenue-generating assets or control the issuance of
additional ordinary shares. Any such actions by our Parent could
affect the amount of cash available for distribution to
shareholders. In addition, our Parent may from time to time acquire
and hold interests in businesses that compete directly or
indirectly with us. It also may pursue acquisition opportunities
that may be complementary to our business and, as a result, those
acquisition opportunities may not be available to us. Our Parent
may have tax positions that are different from ours which could
influence its decisions regarding whether and when to dispose of
assets and whether and when to incur new or refinance existing
indebtedness. In addition, the structuring of future transactions
may take into consideration our Parents tax considerations even
where no similar benefit would accrue to us.

Our Parent is also allowed to take into account the interests of
parties other than us in resolving conflicts of interest. As an
English plc our Parent owes no duty to our other shareholders.
Furthermore, our articles of association specify that no officer or
director owes any duty to any individual shareholder. Other
affiliates of our Parent and existing and former personnel employed
by our Parent may not be subject to non-competition,
non-solicitation and confidentiality agreements to which members of
our management and those of our Affiliates are subject and thus may
not be prohibited from engaging in other businesses or activities,
including those that might be in direct competition with us. Our
Parent also may control the enforcement of obligations owed to us
by it and its affiliates and decide whether to retain separate
counsel or others to perform services for us.

The Shareholder Agreement and the approach of our Board of
Directors to corporate governance and risk management gives our
Parent significant control over our business and may impose
additional controls and information sharing by us and our
Affiliates from that deemed to be standard in the investment
management industry. While overlaying these additional governance
and risk management structures onto the highly regulated investment
management business may be viewed as a desirable added layer of
regulatory oversight, it may be viewed by Affiliates and potential
acquisition targets as being overly cumbersome, controlling and
costly and thus a competitive deterrent to a third party becoming
affiliated with us.

Our ability to pay regular dividends to our shareholders is subject
to the discretion of our Board of Directors and our Parent and may
be limited by our holding company structure and applicable
provisions of the laws of England and Wales.

We target a dividend payout in the range of 25% of ENI, subject to
maintaining a sustainable quarterly dividend per share. Beginning
on the date our Parent ceases to own more than 50% of our ordinary
shares and ending on the date that our Parent ceases to
beneficially own at least 20% of our outstanding ordinary shares,
the approval of our Parent will be required to declare any dividend
other than in accordance with the dividend policy approved by our
Board of Directors as of the date our Parent ceases to beneficially
own more than 50% of our outstanding ordinary shares. Any
declaration of dividends will be at the discretion of our Board of
Directors and subject to the approval of our Parent (for so long as
required), and will depend on our financial condition, earnings,
cash needs, regulatory constraints, capital requirements and any
other factors that our Board of Directors or Parent deems relevant
in making such a determination. Under English law, we may only pay
dividends out of our accumulated, realized profits, so far as not
previously utilized by distribution or capitalization and provided
that at the time of payment of the dividend, the amount of our net
assets is not less than the total of our called-up share capital
and undistributable reserves. In addition, as a holding company, we
will be dependent upon the ability of our Affiliates to generate
earnings and cash flows and distribute them to us so that we may
pay dividends to our shareholders. The ability of our Affiliates to
distribute cash to OMUS will be subject to their operating results,
cash requirements and financial condition, the applicable
provisions of governing law which may limit the amount of funds
available for distribution, their compliance with covenants and
financial ratios related to existing or future indebtedness, and
their other agreements with third parties. As a consequence of
these various limitations and restrictions, we may not be able to
make, or may have to reduce or eliminate, the payment of dividends
on our ordinary shares.

Some of our directors are employees of our Parent.

As of the date of this Current Report on Form 8-K, a majority of
our directors have been designated to our Board of Directors by our
Parent. Three of these directors are officers or employees of our
Parent. Because of each of these three directors positions as an
officer or employee of our Parent, these three directors may own
substantial amounts of shares of our Parent. Ownership interests of
these three directors in shares of our Parent, or service of
certain of our directors as officers or employees of our Parent,
may create, or may create the appearance of, conflicts of interest
when a director is faced with a decision that could have different
implications for the two companies. These potential conflicts could
arise, for example, over matters such as the desirability of an
acquisition opportunity, employee retention or recruiting, capital
management or our dividend policy and could result in OMAM taking
actions that are in the best interests of our Parent but not our
other shareholders. Our Board of Directors has authorized any
conflict of interest that any director appointed to our Board of
Directors by our Parent from time to time may have with respect to
any position held, or other interest, in any member of our Parents
group of companies. Notwithstanding any such conflict, directors
appointed to our Board of Directors by our Parent are entitled to
receive all information provided to, and participate fully in all
deliberations and participate in any vote of, our Board of
Directors, for all matters.

Our separation from our Parent could have a negative impact on our
business and results of operations due to our Parents strong brand
and reputation.

Prior to the initial public offering, we benefitted from being a
wholly-owned subsidiary of our Parent and a member of our Parents
group of companies as we believe the association has provided us
with preferred status among a variety of service providers, vendors
and others due to our Parents globally recognized brand, perceived
high quality products and services and strong capital base and
financial strength. In connection with the initial public offering,
we entered into an intellectual property license agreement with our
Parent and, solely for the intellectual property owned by it
applicable to the agreement, Old Mutual Life Assurance Company
(South Africa) Ltd., or OMLACSA, which we refer to as the
Intellectual Property Agreement. to the Intellectual Property
Agreement, our Parent and OMLACSA have granted us a limited,
non-exclusive, fully paid-up, royalty-free, non-transferable,
non-sublicensable license to use certain trademarks, servicemarks,
names and logos, including the names Old Mutual, OM and the OM 3
anchor design logo with respect to our business worldwide, subject
to certain exceptions set forth in the Intellectual Property
Agreement. The license term is through the period ending six months
after the date on which our Parent ceases to directly or indirectly
own a majority of our outstanding ordinary shares; provided,
however that under the Intellectual Property Agreement, our Parent
and OMLACSA have given us a perpetual right (i) to use

the name OM Asset Management as all or part of our corporate or
trade names, (ii) to use OMAM in all or part of our corporate or
trade names, businesses and activities, including in any
advertising or promotional materials, and as a ticker symbol and
(iii) to use omam.com as a website and an email address. After this
license expires, we must cease using the licensed intellectual
property (other than as described above and in the Intellectual
Property Agreement) and any benefits that we derived from the use
of the Old Mutual brand name and logo will likely be diminished or
eliminated.

In addition, certain of our Parents other affiliates have
established investment advisory and other investment-advisory
related relationships with our Affiliates to which our Affiliates
derive revenue. For the year ended December 31, 2015, our Parent
and its subsidiaries (other than OMAM and our Affiliates)
contributed less than 2% of total ENI revenue including
equity-accounted Affiliates. We cannot predict whether these
relationships would continue when we are no longer a majority-owned
subsidiary of our Parent.

The separation from our Parent could adversely impact our
relationships with certain of our current or potential business
partners as we may no longer be viewed as a part of our Parents
group of companies. If we no longer are entitled to benefit from
the relationship with our Parent, we may not be able to obtain
certain services at the same level or obtain the same benefit
through new, independent relationships with third-party vendors.
Likewise, we may not be able to replace the service and arrangement
in a timely manner or on terms and conditions, including cost, as
favorable as those we previously have received as a subsidiary of
our Parent. Some third parties may re-price, modify or terminate
their vendor relationships with us now that we are no longer a
wholly-owned subsidiary of our Parent.

The risks relating to our separation from our Parent could
materialize or evolve at any time and we cannot accurately predict
the impact that our separation from our Parent will have on our
business and the businesses of our Affiliates, distribution
partners, service providers, vendors and other business partners.

(d) Exhibits.