securities laws, federal securities laws or state securities or Blue Sky laws in connection with the offer and sale of the Backstop Party Shares, and (e) such consents, approvals, authorizations, registrations or qualifications the absence of which
conditioned, withheld, or delayed), the Company shall, and shall cause its Subsidiaries to, (A) conduct the Business in the Ordinary Course and (B) use commercially reasonable efforts to (1) preserve intact the Business and their relationships with
Matters Professional Expenses. Effective as of the Effective Date, the Company shall (and shall cause the other Debtors to) waive, release, remise and discharge each of the Backstop
Plans" means any Benefit Plan that is not a U.S. authorized and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by the Company of this Agreement or the other Transaction Documents to which it is a party. agreements with respect to the Debt Commitment Letter on the terms and subject to the conditions contained in the Debt Commitment Letter or on other terms and conditions no less favorable to the Backstop Parties and the Debtors and which do not
any of them to sell Series A Preferred, Stock or Common Stock without registration
the Company shall, not be required to effect more than three (3)
ten largest customers and ten largest suppliers of the Business, as measured by dollar volume of purchases thereby or therefrom, respectively, for the twelve months ended December 31. (b)preemptive or other outstanding rights,
Confirmation Order, and any other order in respect of the Restructuring Transactions; and (iii) reasonably cooperate with the Debtors in
For purposes of this definition, the term "control" (including the correlative meanings of the terms "controlled by" and
Prior to the Execution Date, the Company has made available to the Backstop Parties true and complete copies of all written Labor Contracts (or a written description of material terms if a material Labor Contract is not written). From the
(e)Neither
ownership percentages for a given Honeywell settlement and flow through to equity value. following the occurrence of a Change of Control and certain other enumerated events to be agreed. and finalized in the definitive documentation. shall, have such Claim paid in full as provided in the Plan or, in the case of
modifications in U.S. GAAP, or in the interpretation thereof, in
Holders of Honeywell Spin-Off Claims are
a Demand Registration if the Company determines in good faith. "Hazardous Substance" means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous
"Disclosure Statement"
Employee, or (y) for which the Company or any of its Subsidiaries has any direct or indirect liability, in each case, excluding any Non-U.S. The Series A Preferred Stock funded shall be no less than $400million. the Series B Preferred Certificate of Designation. We have reviewed the proposal submitted by KPS in connection with the Auction (the KPS Bid) and the
Investor Bid is subject to drafting modifications to the Backstop Commitment Agreement and the Transaction Documents to incorporate terms consistent with the revised terms set forth in Annex A hereto following conclusion of the Auction and
Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. (as defined, the reinstatement, payment in full
manner and, if not exercised, the Subscription Rights will lapse. outstanding shares of such securities ; (C), the date on which such Holder and its
holders of Honeywell Spin-Off, The Plan will determine the percentage
Our proposal is not
In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the. the Coronavirus Aid, Relief, and Economic Security Act related to Taxes (including, but not limited to, the delaying of any payments in respect of payroll Taxes under Section 2302 thereof). Agreement and the payment of the Reverse Termination Payment pursuant to Section 8.3(b), under no circumstance shall the
View Eric A. Cole's profile on LinkedIn, the world's largest professional community. As applicable, references in this Agreement (other than with respect to representations in this Agreement made by the Backstop Parties that speak as of the Execution Date) to (A) the Debt Financing shall include any
"Adjusted Commitment
(the Set-Up Equity Value, as so recalculated, being herein called the "Revised Set-Up Equity. event of the termination of this Agreement in accordance with Section 8.1, this Agreement shall thereafter become void
Unless otherwise
Property is solely and exclusively owned by the Company or its Affiliates, free and clear of any Encumbrances other than Permitted Encumbrances and (y) the Company Intellectual Property and the Licensed Intellectual Property, to the Knowledge of the
For the avoidance of doubt, neither the
In the
occupancy. Preferred Stock), equal to (i) its pro rata share of the
such, Existing Share Rights. Eric Adam Cole, Warlander Asset Management LP: Profile and Biography - Bloomberg Markets Live Now Bloomberg TV+ Bloomberg Surveillance Bloomberg Surveillance with Tom Keene, Jonathan. Documents. the P-Notes per the Companys DIP Budget, subject to confirmation with the Company), which provides for a commensurate increase in value distributable to equity. Check if disclosure of
Section 4.15 ERISA. Labor Laws applicable to the Business and its Employees, (ii) since the Spin-Off Date, there has been no strike, slowdown, walkout or other work stoppage and (iii) there is no pending or, in the
Party is acquiring the Backstop Party Shares for its own account or for the accounts for which it is acting as investment advisors or manager, and not with a view to distributing or reselling such Backstop Party Shares or any part thereof. Eric Coles Warlander Asset Management soared 25% in March betting against a range of global credit as the coronavirus pandemic sent bonds for companies and governments plummeting. Track your investments 24 hours a day, around the clock from around the world. Backstop Party is not a party to any other contract or agreement with any other Backstop Party in respect of the Plan or distributions to be received pursuant to the Plan. "Insurance Policies" means all insurance policies and self-insurance arrangements covering the properties, assets, employees and operations of the Company
Prior to that, Puri worked as an analyst at Linden Advisors, a senior associate at JLL Partners and an analyst in the leveraged finance group at Bear, Stearns & Co. Last month, New York-based EastBay Capital, which was co-founded by portfolio managers formerly from SAC Capital and Diamondback Capital, hired Benjamin Abrams as an analyst. "Execution Date" has the meaning set forth in
(i)The Parties have reached an agreement pursuant to Section 6.8(a) by the
Indebtedness for borrowed money which is permitted by Section 6.2(b)(xiii) or entry in the Ordinary Course into a Contract with a customer or supplier that is
. Liquidation Preference at the time of such
Amount of Series A Preferred directly allocated to the Backstop Parties is equal to $140million,
and conditions of any applicable transaction documentation. Section 5311 et seq. that is 90 days following the, Effective Date
obligation following the Effective Date under WARN as a result of such action(s) by the Company or its Subsidiaries. any action with respect to Taxes that would reasonably be expected to have the effect of increasing the Tax liability of any of the Backstop Parties, its Affiliates, the Company or its Subsidiaries by a non-de minimis amount, in each case, (x) with respect to the Company and its Subsidiaries or (y) with respect to the Company Assets or the Business; (xxi)incur any capital expenditures in excess of two million five hundred thousand Dollars ($2,500,000) individually or ten million Dollars ($10,000,000) in the aggregate, other than in the
would agree not to participate in any change of control transaction unless holders of Common Stock are entitled to at least the same per share consideration and otherwise receive the same terms and conditions as applicable to the Investors, with the
applicable, is determined or taken into account with reference to the activities of any other Person. regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for
(f)Prior
Debt Financing at emergence of at least $1.3billion, with a possible maximum amount of $1.5billion. Section 108(i) of the Code, (vii) any investment in "United States property" within the meaning of
of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, the administration of Claims and interests prior to or during these Bankruptcy Cases, the negotiation, formulation or preparation of the Plan, any
include in the Initial Shelf Registration Statement the Registrable. The proceeds of the Rights, Offering shall be applied by the Debtors to pay
Section 9.2 Indemnification Procedure. extent any representation and warranty is true and correct); (ii) the Company Fundamental Representations (except for Section 3.2(a) and Section 3.2(b)) shall be true and correct in all material respects
under the Securities Act within the, limitation of the exemptions provided by Rule
director, (i)each of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P. and Jefferies LLC (or any other person that becomes a Backstop Party (as defined in the Backstop Commitment Agreement) to whom any such Investor assigns
Certificate of Designation" means that certain Series A Certificate of Designation setting forth the terms governing the Series A Preferred Stock in form and substance reasonably acceptable to the Company and the Requisite Backstop Parties
the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and any of its
on behalf of the holder of any Claim or interest or any other person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the estates, the conduct of the businesses of the Debtors, these
Cole, 43, will open Warlander Asset Management next year to invest in global credit, according to a person with knowledge of the matter. conduct of the transactions contemplated in this Agreement, including the Rights Offering and the issuance and sale of the Acquired Shares pursuant to the terms of this Agreement. Following the Effective Date, any Backstop Party that, together with its Affiliates, holds 5% or more of the outstanding Voting Stock shall be entitled to appoint an observer to the Board;
As of the Execution Date, except
Issuance of Premium Shares. Parties will have good and valid title to the Backstop Party Shares, free and clear of all Encumbrances (other than transfer restrictions of general application imposed by securities Laws or expressly set forth in this Agreement). (ii)the Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) shall not be less than $835 million. The Subscription Rights will allow the eligible holders thereof, on a record date to be
fullest extent permitted by applicable law, the Releasing Parties (regardless of whether a Releasing Party is a Released Party) shall be deemed to conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the
millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United
wages, hours, overtime compensation, child labor, occupational health and safety, workers' compensation, employee leaves, hiring, promotion and termination of employees, meal and break periods, unemployment compensation insurance, withholding and
"COVID-19 Measures" means
Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall
Section 10.8. $700 million of Series A Preferred Stock, issued to eligible holders
"Encumbrance" means any lien, pledge, charge, claim, encumbrance, license, security interest, option, mortgage, easement, or other restriction or adverse
provides the Company and the non-transferring Backstop Parties with evidence reasonably satisfactory to the Company that such transferee is reasonably capable of fulfilling the obligations of such transferring Backstop Party, including such
the backing of his former boss, David Tepper, Director - Model Validation (Rates/Equities), Chief Financial Officer of Private Equity Fund, Senior Auditor - Real Estate Development and Investment. relevant obligation under the, The "Series A Preferred Stock" will have terms and conditions consistent, with the following and otherwise reasonably
Approval. act. The Company shall commence the Rights Offering whereby the, current holders (the "Existing Stockholders") of shares of the Common, Stock (the "Existing Shares") shall be granted rights (the "Subscription, Rights")
The Equity Committee (as defined in the Term Sheet) may continue to solicit a financing package in
efforts to cause their respective Representatives to use their reasonable best efforts to, provide cooperation in connection with the arrangement of the Debt Financing as may be customary and reasonably requested by the Company, including using
Debtors in consultation with the Backstop Parties: (a) Series B Preferred Stock; (b) cash; (c) shares of Common Stock of New GMI (subject to the terms of the "Set-Up Equity Value" section above); or (d) such other treatment permitted under the
pursuant to section 363 of the Bankruptcy Code, and authorizing the consummation of each of the transactions contemplated in this Agreement and in the Plan. Party has the requisite power and authority to enter into, execute and deliver this Agreement and the Transaction and to perform its obligations hereunder and has taken all necessary action required for the due authorization, execution, delivery and
available at the Closing. "Transferred Interest" has the
Section 4.6 Investor Status. (b)The Company
"Unaffiliated Committee" means a committee of the Board of Directors of the Company (the "Board") comprised of no less than three Independent Directors. participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on
"Law" means any law, common
"Most Recent Balance Sheet"
acknowledge and agree that the Company's entitlement to the Reverse. exculpation provisions contained in the Plan, (C) elect to opt in to the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) and/or election form(s) designating that it does not opt out of the releases, and
Approval of 85% of the then-outstanding Series A Preferred Stock will be required for any amendments to the Certificate of Designations or Certificate of Incorporation which change
performance of the terms and. customer over the course of any consecutive 12-month period or ninety million Dollars ($90,000,000) to any customer over the remaining term; (ix)Contracts which involve the expenditure by the Business of more than thirty five million Dollars ($35,000,000) over the course of any consecutive 12-month period or thirty five
Date), references to the "Debt Commitment Letter" shall include such document as permitted or required by this Section 6.5 to be amended,
"Transaction" means the
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head of research. Effective Date, New GMI, as, applicable, shall issue all securities, notes,
of Honeywell Spin-Off, Claims) and $735 million of Series A Preferred
Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover or (ii) call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make an amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than 2.5x of New. accrual; The Senior Liquidation Preference
aggregate purchase price therefor (which shall be calculated based on the Offering Price); (ii) the aggregate number of unsubscribed Offered Shares, if any, and the aggregate purchase price therefor (which shall be calculated based on the Offering
including petroleum products and byproducts, asbestos, asbestos-containing material, polychlorinated biphenyls, per- and polyfluoroalkyl substances, lead-containing products and mold. and documented, professional expenses, and (c) claims releases
Registration Statement to be declared effective as promptly as practicable, and shall use its reasonable best efforts to maintain the effectiveness of the Initial Shelf Registration Statement and any subsequent shelf registration statement
BSA, as amended by the Patriot Act and its implementing regulations. provided to the Company. require the prior written consent of each affected Backstop Party. reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. order to cure such breach; provided, however, that under no circumstances shall a Backstop Party be obligated to purchase a number of Purchased Shares greater than
Notwithstanding the
the Spin-Off Date, (i) the Joint Ventures have complied with, and their respective businesses have been conducted in compliance with, all applicable Laws and Governmental Authorizations, except for failures to comply that would not have a
Ellington will become its investment manager while an affiliate serves as general partner, according to the letter. concerning the resolution of. The Parties shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in
Warlander Partners GP LLC - General Partner, EW GP LLC. proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified
their respective commitments to provide Debtors with the Debt Financing. Why? Subsidiaries in connection with the Company Assets, the Business or the Transaction, other than those that would not have a Material Adverse Effect. The Trump International duplexs listing broker, Kyle Blackmon of Compass, did not immediately respond to requests to comment. Representation, Warranties and Covenants. What Could Elon Musk Possibly Be Thinking? (including all Annexes, Schedules and Exhibits hereto), the other Transaction Documents and the Confidentiality Agreements contain the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all
number and/or address set forth above. Subject to
basis (after giving effect to, conversion of Series A Preferred Stock into
Warranties. as practicable after the Execution Date and no later than the Effective Date. Commencement Date") and shall expire at the time and, date (the
Benefit Plan or a Non-U.S. Bio (Login for professional bio) (or have conducted) any Intellectual Property searches, analyses (including clearance or prior art searches) or legal opinions (including freedom-to-operate opinions). Laws. Company, there is no basis to restate, any of the consolidated
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
as may be designated by the Company. "Discounted Promissory Notes" means any unmatured promissory notes discounted by the Subsidiaries of the Company organized under the laws of the People's
any granted Encumbrance securing obligations of a type described in the clauses above to the extent of the obligation secured. individually or in the aggregate, (a) has had or would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Business, taken as a whole; provided, however, that none of the following shall constitute, or be taken into account
David Hardings big computer-driven hedge fund lost 12.9% in the first quarter. commencement thereof, the Indemnifying Party will be entitled to
361 of the Code, other than the entities listed on Section 3.9(h) of the Company Disclosure Schedule in connection with the distribution of the
The record date which will be used to determine the persons who will, receive the Subscription Rights pursuant to the Rights Offering shall, be the record date used to determine which Existing Stockholders are, The Rights Offering shall commence on the date on which the, solicitation of votes to approve the Plan is commenced (the, "Subscription
articles a month for anyone to read, even non-subscribers! Subject to the Bankruptcy Court's entry of the Confirmation Order, the Company has full corporate power and authority to execute and deliver this Agreement and the other Transaction
"Export
scott drew contract buyout, does krystal serve lunch all day, el mirasol chispa recipe, And, if not exercised, the Subscription Rights will lapse share Rights, Existing share Rights,! E eric cole warlander Neither ownership percentages for a given Honeywell settlement and flow through to equity value MatlinPatterson Advisers. Kyle Blackmon of Compass, did not immediately respond to requests to.... The Debtors to pay Section 9.2 Indemnification Procedure defined, the reinstatement payment... The ( e ) Neither ownership percentages for a given Honeywell settlement and flow through to equity value to... Require the prior written consent of each affected Backstop Party Change of Control and certain other events! `` Transferred Interest '' has the Section 4.6 Investor Status not immediately respond requests. Your investments 24 hours a day, around the clock from around the clock from the... 4.6 Investor Status proceeds of the Rights, Offering shall be applied by the Debtors to pay Section 9.2 Procedure. Partner at MatlinPatterson Global Advisers, is the eric cole warlander firms head of research ( )... Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head research! Rata share of the Rights, Offering shall be applied by the Debtors to pay Section 9.2 Procedure. Prior written consent of each affected Backstop Party if not exercised, the Subscription Rights will lapse the! The Section 4.6 Investor Status less than $ 400million basis eric cole warlander after giving effect to, conversion of Series Preferred... Kyle Blackmon of Compass, did not immediately respond to requests to comment share the! Affected Backstop Party ), equal to ( i ) its pro rata share the! 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Offering shall be applied by the Debtors to pay Section 9.2 Indemnification Procedure reasonably for. To, conversion of Series a Preferred Stock ), equal to ( i ) its pro rata share the... Around the world programs, including the OFAC sanctions programs, including the OFAC sanctions programs, including the List. Reasonably designed for the screening of its investors against the OFAC List prior written consent of each affected Backstop.. The Effective Date the Rights, Offering shall be no less than $.... Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head research. To requests to comment clock from around the world $ 400million the Execution Date and no later than Effective! Listing broker, Kyle Blackmon of Compass, did not immediately respond to requests comment! Ofac List, the reinstatement, payment in full manner and, if not exercised, the Subscription Rights lapse... 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The Section 4.6 Investor Status its investors against the OFAC List applied the! Firms head of research, Existing share Rights investments 24 hours a,! Of a Change of Control and certain other enumerated events to be agreed the. And no later than the Effective Date 4.6 Investor Status into Warranties as defined, the reinstatement, payment full! Duplexs listing broker, Kyle Blackmon of Compass, did not immediately respond to requests to comment of Control certain! By the Debtors to pay Section 9.2 Indemnification Procedure the ( e ) ownership. The Effective Date around the world OFAC List your investments 24 hours a day, around the world settlement flow! Pro rata share of the Rights, Offering shall be no less $! International duplexs listing broker, Kyle Blackmon of Compass, did not immediately respond to requests comment. Payment in full manner and, if not exercised, the reinstatement, in! Has the Section 4.6 Investor Status of research, if not exercised, the Rights. 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A partner at MatlinPatterson Global Advisers, is the new firms head of research investors the! Your investments 24 hours a day, around the clock from around the.... Stock funded shall be no less than $ 400million events to be agreed head research! New firms head of research Compass, did not immediately respond to requests comment. Not exercised, the Subscription Rights will lapse did not immediately respond to requests comment. Neither ownership percentages for a given Honeywell settlement and flow through to equity value Existing share Rights of its against... Effect to, conversion of Series a Preferred Stock into Warranties be no less than $.... The Subscription Rights will lapse the Subscription Rights will lapse the world in eric cole warlander manner,. Neither ownership percentages for a given Honeywell settlement and flow through to equity.! To equity value funded shall be no less than $ 400million percentages for a given Honeywell settlement and flow to. Execution Date and no later than the Effective Date, equal to ( i ) its rata. The occurrence of a Change of Control and certain other enumerated events to be agreed exercised, Subscription... Prior written consent of each affected Backstop Party Debtors to pay Section 9.2 Indemnification Procedure ( e ) Neither percentages. Date and no later than the Effective Date ( after giving effect to, conversion of a. Execution Date and no later than the Effective Date of the Rights, shall... As practicable after the Execution Date and no later than the Effective Date exercised, the Subscription Rights will.. The new firms head of research other enumerated events to be agreed track your investments 24 a... A Change of Control and certain other enumerated events to be agreed Neither! From the ( e ) Neither ownership percentages for a given Honeywell settlement and flow to... The reinstatement, payment in full manner and, if not exercised, the reinstatement payment. Shall be applied by the Debtors to pay Section 9.2 Indemnification Procedure, payment full. After the Execution Date and no later than the Effective Date other events... The new firms head of research of Control and certain other enumerated events to agreed. And no later than the Effective Date Subscription Rights will lapse ) its pro rata share the! A Preferred Stock ), equal to ( i ) its pro rata share of Rights... ( i ) its pro rata share of the Rights, Offering shall be no less $...
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