Mergers and acquisitions have been and may continue to be a significant component of our growth strategy. From time to time, we engage in strategic transactions involving risks, including, but not limited to, the possible failure to successfully integrate and realize the expected benefits of such transactions. While we believe that strategic acquisitions can improve our competitiveness and profitability, these activities could have a material adverse effect on our business, financial condition and operating results. We have consummated mergers and acquisitions in the past and anticipate making additional acquisitions in the future. On February 2, 2026, we closed on the REV Transaction. Our ability to realize the anticipated benefits of the REV Transaction, including the expected combination benefits, will depend, to a large extent, on the ability of management of the new combined company to integrate the businesses.
Management will be required to devote significant attention and resources to the integration process, which may disrupt business and, if implemented ineffectively, could preclude realization of the full benefits anticipated. The risks associated with the REV Transaction and our other past or future acquisitions include:
- the business culture of the merged or acquired businesses may not match well with our culture;- we may acquire or assume unexpected liabilities;- faulty assumptions may be made regarding the integration process;- unforeseen difficulties may arise in integrating operations and systems;- we may fail to retain, motivate and integrate key management and other employees of the merged or acquired businesses;- higher than expected finance costs may arise due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or benefit policies in any jurisdiction in which the merged or acquired business conducts its operations;- we may experience problems in retaining customers, distributors, dealers, suppliers, vendors, landlords and other business partners; and - a large transaction such as the REV Transaction could stretch our resources and divert management's attention from existing operations.
The successful integration of any newly or previously acquired or merged business also requires us to implement effective internal control processes. While we believe we have successfully integrated acquisitions to date, we cannot ensure that previously acquired or newly merged or acquired companies, including REV, will operate profitably, that the intended beneficial effect from the REV Transaction or other acquisitions will be realized and that we will not encounter difficulties in implementing effective internal control processes in these merged or acquired businesses, particularly if such business operates in foreign jurisdictions and/or was privately owned. See Risk Factor entitled "We must comply with an injunction and related obligations resulting from the settlement of an SEC investigation" for additional consequences if we were to commit a violation of the reporting and internal control provisions of the federal securities laws. While our evaluation of the recent REV Transaction and any potential transaction includes business, legal, compliance and financial due diligence with the goal of identifying and evaluating the material risks, these due diligence reviews may not identify all of the issues necessary to accurately identify and estimate the cost and potential risks associated with such transactions or costs associated with any quality issues with the related products or services. In addition, there may be added risks and challenges for managing and integrating REV's business, or any other business, that differs from the risks and challenges associated with our business prior to completion of the REV Transaction or other transactions. Further, we may need to consolidate or restructure acquired or existing facilities, which may require expenditures related to reductions in workforce and other charges resulting from the consolidations or restructurings, such as the write-down of inventory and lease termination costs. Any of the foregoing could adversely affect our business and results of operations.
We also may not realize the expected benefits of the REV Transaction or any acquired business, including operating and other cost synergies. We have incurred, and expect to incur, substantial transaction and integration expenses related to the REV Transaction, which reflect in part the many processes, policies, procedures, operations, technologies and systems to be integrated. We may also incur additional costs to maintain employee morale and to attract, motivate or retain management personnel and other key employees related to the REV Transaction or any other future acquisition. If we are unable to realize expected synergies from the REV Transaction or other acquisition, or the merger-related costs to achieve these synergies is greater than expected, then the anticipated benefits of such transaction may not be realized fully or at all or may take longer to realize than expected.
Many of these factors will be outside our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy. In addition, there can be no assurance that we will be able to locate suitable acquisition candidates in the future or acquire them on acceptable terms or that we will be able to finance future transactions.
Further, we may be unable to achieve or maintain our long-term net leverage targets which could result in an event of default under our outstanding debt obligations. See Risk Factor entitled, "We have a significant amount of debt outstanding and must comply with covenants in our debt agreements."