This excerpt taken from the NDAQ 8-K filed Feb 20, 2008.
The combined company may experience fluctuations in its operating results.
The financial services industry is risky and unpredictable and is directly affected by many national and international factors beyond our control. Any one of these factors could have a material adverse effect on the combined companys business, financial condition and operating results by causing a substantial decline in the financial services markets and reduced trading volume.
Additionally, since borrowings under the Credit Facilities that we plan to enter into in connection with the Transactions bear interest at variable rates and we do not have interest rate hedges in place on this debt, any increase in interest rates will increase the combined companys interest expense and reduce its cash flow. Other than variable rate debt, we believe our business has relatively large fixed costs and low variable costs, which magnifies the impact of revenue fluctuations on the combined companys operating results. As a result, a decline in our revenue may lead to a relatively larger impact on operating results. A substantial portion of the combined companys operating expenses will be related to personnel costs, regulation and corporate overhead, none of which can be adjusted quickly and some of which cannot be adjusted at all. The combined companys operating expense levels will be based on our expectations for future revenue. If actual revenue is below managements expectations, or if the combined companys expenses increase before revenues do, both revenues less liquidity rebates, brokerage, clearance and exchange fees and operating results would be materially and adversely affected. Because of these factors, it is possible that the combined companys operating results or other operating metrics may fail to meet the expectations of noteholders and other investors. If this happens, the market price of the combined companys common stock may be adversely affected.