Commitments and Contingencies

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

(a) Legal Proceedings

There has been no significant change in legal proceedings at September 30, 2015 compared to December 31, 2014. See Note 18(f) to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

(b) Merger related charges

In connection with the Merger Agreement, the Company expects to incur further charges that are contingent upon the closing of the EXOR transaction between $30 million and $40 millionrelated to professional costs. The Company expects to incur these costs upon the closing of the transaction in 2016.

In accordance with the terms of the Merger Agreement, the Company would be obligated to pay EXOR a no approval fee of $55 million if the Company’s shareholders do not approve the transaction, and an additional fee of $195 million in certain circumstances if the Company enters into a similar transaction with a third party in the 12 months following termination of the Merger Agreement. If the Company terminates the agreement for certain other reasons described in the Merger Agreement, the Company would be obligated to pay EXOR a termination fee of $250 million. In all such cases, the Company would be obligated to reimburse EXOR for costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby in an amount not to exceed $35 million.