Item 1A. RISK FACTORS

We have updated our risk factors to remove the risk factor captioned “We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined or the use of alternative reference rates” and to replace this with the risk factor below. Other than as set forth below, there were no material changes to the risk factors disclosed in Item 1A of the 2022 Form 10-K.

The transition to SOFR based loans may adversely affect our cost to obtain financing.

As a result of the decision by the United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), to phase out LIBOR rates by June 2023, we amended certain of our bank facilities during the quarter ended June 30, 2023 to transition from bearing interest based on LIBOR to bearing interest based on the Secured Overnight Financing Rate (“SOFR”) plus prescribed margins. The Alternative Reference Rates Committee, a steering committee comprised of United States financial market participants, selected, and the Federal Reserve Bank of New York has recommended, SOFR as an alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash in the overnight United States treasury market. LIBOR and SOFR have significant differences: LIBOR was an unsecured lending rate and SOFR is a secured lending rate, and SOFR is an overnight rate while LIBOR is a forward-looking rate that reflected term rates at different maturities. There can be no assurance that rates linked to SOFR or associated changes related to the adoption of SOFR will be as favorable to us as LIBOR, and may result in an effective increase in the applicable interest rate on our current or future debt obligations, including under our bank facilities. Further, if future rates based upon SOFR are higher or more volatile than LIBOR rates as historically determined, or if there are unanticipated difficulties or disruptions with the calculation and publication of SOFR based rates, we may experience potential increases in interest rates on any variable rate debt, which could adversely impact our interest expense, results of operations and cash flows.