Percentages"), the Offered Shares that are not purchased pursuant to the. (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern
Public Stockholders shall be entitled to pro rata participation rights in proportion to their respective holdings of Voting Stock, or (ii) of the new issuance of any equity securities by the Company in which any Public Stockholder is entitled to
Litigation brought or initiated by a Government Entity or (iii) been threatened in writing by a Government Entity with any Litigation, in each case with respect to the failure or alleged failure of any product produced. Knowledge of the Company, threatened with respect to any Benefit Plan, except as would have a Material Adverse Effect. as amended. failed to be taken by Company or its, Subsidiaries with the Backstop Parties' prior written consent if (and only if) the Company's request for such written
No Controlled Group Liability has been
"Sanctioned Person" means at any time any Person: (i) listed on any Sanctions- related list of designated or blocked Persons; (ii) the government of,
(collectively, the Debtors), We write on behalf of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit
which can be sold without, adversely affecting marketability, timing,
3.5 Non-Contravention. Litigation claims relating to the Bankruptcy Cases will be addressed by customary exculpation and releases. Section 9.4 Treatment of Indemnification Payments. Commitment"). failure or delay on the part of any Party hereto in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party hereto of any right, power or privilege pursuant
Statement Order and the Confirmation Order as and when contemplated hereby, and (iii) provide advance initial draft copies of all definitive documents for the Restructuring Transactions to counsel to the Backstop Parties at least three (3) Business
incurred by any of the Company, any of its Subsidiaries, or their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that would reasonably be expected to result in any of the Company, any of its Subsidiaries, or
all the IT Assets that are leased or licensed, or purported to be leased or licensed, to the Company or any of its Affiliates. Initial Bid), and (iii)the proposed Backstop Commitment Agreement, by and among Garrett Motion Inc. and the Investor Group, submitted to the Company on December20, 2020 in connection with the Initial Bid (together with
The provisions of this Article IX
Expenses, in an amount equal to ten million Dollars ($10,000,000), and (c) the obligation of Debtors to indemnify the Indemnified Persons pursuant to Article
Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as of
Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. Section 7.3 Conditions to the Obligations of the Company. most recently prepared actuarial reports and financial statements for such U.S. Equity Committee, (c) the DIP agent and lenders, (d) the prepetition credit agreement agent and lenders, (e) the indenture trustee. facility (including, all buildings, structures, fixtures, building systems, equipment, improvements and all components thereof) included in the Company Assets (i) is in all material respects in good operating condition and repair and is
From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse
Cole -- Warlanders chief executive officer and chief investment officer -- and his team of four will join Ellington and continue managing the Warlander portfolio as a part of the deal. contractual term for the, limited purpose of determining the Percentage
liability) and whether or not the same would be required by U.S. GAAP to be reflected in financial statements or disclosed in the notes thereto. Security Act of 1974, as. creditor claims, including those claims held by Honeywell. If the Company ceases to be an Exchange Act reporting company, the Company shall furnish the holders of Series A Preferred Stock with reasonably equivalent information, including financial
statement hearing. Property" means all the Intellectual Property that is owned, or purported to be owned, by the Company or any of its Affiliates. Most recently a partner and the director of research at New York-based Three Corner Global Investors, Jeff Eisenstein has joined Chicago-based Alyeska Investment Group. the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; and. monetary damages, including a payment of all or any portion of the Commitment Premiums and the Professional Expenses, and (iii) under no circumstances shall the Backstop Parties or any of their Affiliates be entitled to collect the Commitment
stockholders of New GMI's immediately before such sale, exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred). GMI. Eric Cole - Warlander Asset Management - 2022 13F Holdings, Performance, and AUM - Insider Monkey Home > Hedge Funds > Warlander Asset Management > Profile Hedge Fund - Warlander Asset. The Set-Up Equity Value shall be recalculated using, Released Cash Collateral in lieu of Estimated
In 2017, the state issued $6 billion of of general-obligation debt backed by income taxes to pay off a portion of a $15.2 billion backlog of unpaid bills that had accumulated during the previous two years, when then-Governor Bruce Rauner and the legislature failed to pass a budget. 8.3with respect to matters covered by the Commitment Orders shall be effective upon entry of the
Section 3.20 Absence of Certain Changes or Events. the Effective Date, subject to the applicable rules and regulations of the Securities and Exchange Commission. "Alternative Financing Commitment
This Revised Investor Bid shall remain open and be irrevocable and
by the Backstop Parties in the Rights Offering and the Purchased Shares purchased by such Indemnified Person. and finalized in the definitive documentation. to the Bankruptcy Court's entry of each applicable Commitment Order, in the event of the termination of this Agreement pursuant to Section 8.1(b)
Section 4.9 Sufficiency of Funds. Effect to the extent any such Effect has a disproportionate adverse effect on the Business or the Company and its Subsidiaries (taken as a whole) relative to the other participants in the industries and markets in which the Business and the Company
Item6. Party shall have the right to designate by written notice to the Company, no later than two (2) Business Days prior to the Effective Date, that some or all of the Backstop Party Shares shall be issued in the name of, and delivered to, one or more
respect to any Backstop Party, any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party, an Affiliate thereof or the same investment manager,
(including the distribution of the Subscription Rights and the sale, issuance and delivery of the Acquired Shares) or the Bankruptcy Cases (and associated proceedings), do or will (i) violate any provision of the Organizational Documents of the
the Joint Ventures nor any of their respective Representatives (in each case acting for or on behalf of any such Person): (i) is or has been a Sanctioned Person, (ii) has transacted business with or for the benefit of any Sanctioned Person or
In the event (i) of the new issuance of any equity securities by the Company in which any Backstop Party Affiliate is entitled to purchase or otherwise receive such equity securities, the
Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with. 8.3(b). holders of Honeywell Spin-Off, The Plan will determine the percentage
Bankruptcy Cases, solely for the purposes of satisfying the conditions precedent to the obligations of the Backstop Parties hereunder, the Company hereby represents and warrants to each Backstop Party as of the Execution Date and as of the Effective
GMI's annual adjusted EBITDA on a consolidated basis; in the case of either (i) or (ii) above without the approval of holders of a
Eric Adam Cole, Warlander Asset Management LP: Profile and Biography - Bloomberg Markets Live Now Bloomberg TV+ Bloomberg Surveillance Bloomberg Surveillance with Tom Keene, Jonathan. Subsidiaries. requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not have a Material Adverse Effect. Each holder of an allowed Senior Subordinated Noteholder Claim shall receive payment in cash in an amount
Preference (as defined below), each share of Series A Preferred Stock shall
Employee except for increases or decreases in base salary or wages
"Code" means the Internal Revenue Code of 1986,
sales, use, duty, license, excise, franchise, employment, withholding or similar taxes, fees, levies or other like assessment or charge of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest
"Funding Amount" means the
The purchase price for the Offered Shares shall be paid by, participating Existing Stockholders to an escrow account no later than, the Subscription Expiration Time. (b)the Company Disclosure Schedule (to the extent set forth in the preamble to the Company Disclosure Schedule), or (c) any filings made with the Bankruptcy Court in connection with the
These are the most interesting recent hedge fund hires. be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) thirty (30) days after written notice thereof is given by the Company to the Backstop Parties and (ii) the Outside Date; provided, however, the Company shall not have the right to terminate this Agreement
and customary related, matters; provided, however, that to the extent inconsistent with the, provisions of this Term Sheet, any such
transactions of the type. whether current or funded, secured or unsecured, and all obligations evidenced by bonds, debentures, notes or similar instruments; (ii) all net liabilities under all hedging, collar, swap arrangements or similar instruments (at the termination value
The respective representations, warranties and covenants of the Company and the Backstop Parties contained in this Agreement shall terminate at, and not survive, the Closing, except to the extent that
the Company nor any of its Subsidiaries has entered into or participated in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4 (or any similar provision of state, local or non-U.S. Law). Section 10.7 Fulfillment of Obligations. Following the initial term of each such independent
applicable Tax Returns. The Amended Proposal also includes new metrics that would apply to the
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. and each of its Subsidiaries have withheld from all Persons and timely paid to the appropriate authorities all amounts required to be withheld for all periods through the Execution Date in material compliance with all Tax withholding provisions
For the avoidance
Except as would not, or would not reasonably be likely to, be, individually or in the aggregate, material to the Business or the Company and its
Section 2.2 Backstop Commitment. Antitrust Laws. an, Existing Share 510(b) Claim is deemed to have rejected the Plan and
Plan. shall, have such Claim paid in full as provided in the Plan or, in the case of
Cases (and associated proceedings), other than those the failure of which to obtain, give or make (i) would not prevent or materially impair the. Alternative Financing shall (i) not, unless reasonably agreed between the Company and the Requisite Backstop Parties, effect any Prohibited Financing Modifications, and (ii) be otherwise reasonably acceptable to the Company. deemed to be in breach of this Agreement as a result thereof
would consist only of: (i)reinstated shares of Common Stock; (ii)up to $600million (and no less than $400 million) of Series A Preferred Stock issued to holders of existing shares of Common Stock (as may be limited pursuant to
Section 4.12 No Undisclosed Agreements. registration it has initiated for its own, account, and the Holders of Registrable
(Bloomberg) A hedge fund run by a protege of Appaloosa Managements David Tepper and the chief executive officer of a conservative think tank sued Illinois Governor J.B. Pritzker, saying $14.3 billion of bonds should be invalidated because their issuance violated the state constitution. shall the Set-Up Equity Value, for the purposes of determining the Percentage
be terminated at any time prior to the Closing: (a)by written agreement of the Requisite Backstop Parties and the Company; (b)by
AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.". Warlander Partners GP LLC - General Partner: Custodian: Morgan Stanley & Co LLC, The Bank of New York Mellon, JP Morgan Securities LLC, Goldman Sachs & Co LLC: Auditor: Ernst & Young Ltd: Marketer: Broker: . In 2014, the institute helped defeat a movement to amend the Illinois Constitution and replace the states flat income tax with a progressive income tax. So far, Cole has not been able to move his Trump condo. liquidation preference in an amount equal to the Initial, Ranking in
"Offered Shares" means a
A Preferred Stock and Common, Stock, (c) take such further action as any
shall be subject to. "Alternative Financing"
obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person,
"Licensed IT Assets" means
Another big winner was Eric Cole, whose Warlander Asset Management hedge fund shorted corporate credits and municipal bonds in March, fueling a 30% first-quarter return. (c)Negotiation of Definitive Documents. "Indemnified Claim"
"under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting
"COVID-19 Measures" means
"Government
4"510(b) Claim Share Recovery" means [TBD]. Section 10.9 Counterparts. its respective Affiliates to, or made by the Company or any of its respective Affiliates with, any Person which is not a Government Entity or Self-Regulatory Organization in connection with the execution, delivery and performance by the
limitation, the following: All definitive documentation for the Restructuring (including the, Agreement and the Restructuring Support
representations and warranties that are made as of a specific date
Last Update. (a)The
"Subscription Commencement
to nominate an Independent Director pursuant to the foregoing paragraph, such Backstop Party shall be entitled to appoint an observer only during the period of time in which such Backstop Party has declined to exercise its nomination right. Each of the representations and warranties of the Backstop Parties contained in Article IV shall be true and correct as of the Execution Date and as of the Effective Date (except for such representations and warranties that are made as of a
The big multimanager hedge funds seemed to hold their own while markets were being rocked in March, but even for them it was a wild ride. "Restructuring Transactions" means the restructuring transactions of the Company's capital structure pursuant to the Plan, on the terms set forth in the
(x)data privacy,
previously filed a statement on Schedule13G to report the acquisition that is the subject of this Schedule13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Using bond money to cover general expenses, speculate in the market, or pay past-due bills isnt a "specific purpose" for incurring state debt, but rather another name for deficit financing, the complaint said. Parties" means the Backstop Parties or any of their respective Affiliates or Related Funds, and any of their respective former, current and future direct or indirect equity holders,
it may have hereunder except to the extent it has been materially prejudiced by such failure. party to the transactions contemplated hereby (but if the Backstop Parties so requests, the Company and its Subsidiaries shall be required to take any of the foregoing actions to the extent such actions are conditioned on the Closing); provided further, however, that, without limiting the foregoing proviso and solely with
Section 8.1(d)), by the Company, by
such fee commission or similar payment. of Existing Shares for a cash purchase, price and $35 million
efforts to cooperate with each Holder to, supply such information concerning the Company
"Common Stock" has the
of all such documents to the non-filing Party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). "Applicable Group" means any affiliated, consolidated, combined, unitary or similar group, the common parent of which is Honeywell, the Company or any of
and correct list of all material Leased Real Property as of the Disclosure Date. excluding, for the avoidance of doubt, the issuance of shares by the Company in respect of the Company equity awards outstanding as of the Execution Date in accordance with their terms and the applicable stock incentive plan as in effect on the
for which the Company or any of its Affiliates have obtained, or have purported to have obtained, a covenant not to be sued. Billionaire Alan Howards main Brevan Howard hedge fund was up 23% in the first quarter of 2020. be. in Section 9.1. requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or such Person or Persons
"Released Claims" has the meaning
After the Revised Set-Up Equity Value has been determined, (A) the Percentage Allocation shall be
least 75% percent in. settled, reinstated, discharged or eliminated
all commitment and other fees under or arising pursuant to the Debt Commitment Letter. satisfied in full and discharged. the Premium Shares. The
representation or warranty to the Backstop Parties or any of its Affiliates or any of their respective Representatives regarding the probable success or profitability of the Business.
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