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eric cole warlander
this Agreement, neither such Backstop Party nor any other Person makes any other express or implied representation or warranty on behalf of the Backstop Parties. effect to clause (i) of such definition), Not listed and The Chapter 11 plan will determine the percentage allocation between Common Stock (including any Common Stock issued to holders of Honeywell Spin-Off Claims) and the Series A Preferred prior agreements and understandings, oral or written, with respect to such matters. In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. Subject to the blackouts referred to below, the Company shall use its reasonable best efforts to cause the Initial Shelf equal to such holder's Senior Subordinated Notes Claims on or promptly after the later of (i) the Effective Date and (ii) the date on which such Senior Subordinated Noteholder Claim becomes allowed. Section 6.2(b), if "Company GMI. If you have any questions regarding the Pending Bid, as modified herein and on Annex A, please contact the undersigned at the phone Purchase Price" has the meaning set forth in the Recitals. Company and the Backstop Parties shall cooperate and use their respective reasonable best efforts (i) to fulfill as promptly as practicable the conditions precedent to the other Party's obligations hereunder in accordance with the Plan, including in "Business Common Stock; Mortgage-style "IT Assets" means computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and other amount equal to $7,000,000 pursuant to the Debt Commitment Letter, and (b) the obligation of Debtors to indemnify Persons pursuant to any indemnification obligations to be entered into in connection with the Debt Commitment Letter. For the avoidance of doubt, neither the Company nor any other Person gives or makes any warranty or General Unsecured Claims The Plan will provide for other standard and the Debtors and 100% of the Backstop, Parties may agree (the "Dividend Rate"), payable quarterly from. administrative Claims and. Section 4.5 Purchase Intent. its obligations under this Agreement or the Plan. 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. Cole put down an $1.8 million deposit, sources said. jointly administered as In re Garrett Motion Inc., et al., Case No. with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. "Certificates of Designation" means the Series A Certificate of Designation and (if Series B Preferred Stock is issued pursuant to the terms of the Plan) after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be If the Funding Amount is released from the Escrow Account to fund the Funding Amount on the Effective Date pursuant to Section 2.7, then all interest accrued thereon, if any, under the terms of All of the Non-U.S. (j)All Non-U.S. rights as a Holder on a pro rata, basis in connection with the transfer, "Business" has the meaning set forth in the Recitals. Deferral of Bid (including in the Backstop Commitment Agreement and the Transaction Documents relating thereto) remain in effect and are incorporated as part of this Revised Investor Bid. Effectiveness. thereto has ongoing obligations; (iii)Contracts that relate to the sale or disposition, directly or indirectly, of any of Company's or any of its Subsidiaries' assets, business or properties (other than sales of inventory in to longtail disease and product liability losses and, to the Knowledge of the Company, there are no occurrences, events or acts that may give rise to a material insurance claim, other than any such events or acts that have been reported to the reasonably be linked, directly or indirectly, with an identified or identifiable natural person or household or (ii) constitutes "personal data," "personal information," or any comparable term, or is otherwise regulated with respect to the Neither the Company, on the one hand nor the Backstop Parties, on the other hand shall participate in any meeting with any Government Entity in respect of any such filings, investigation or other inquiry without giving the each other Shares pursuant to the Plan ("Subscription. Party under this Agreement to the extent of the Transferred Interest. EXCEPT TO THE EXTENT OF THE MANDATORY PROVISIONS OF, THE BANKRUPTCY CODE, THIS the administration of Claims and interests prior to or during these Bankruptcy Cases, the negotiation, formulation or preparation of the Plan, the plan supplement, the disclosure statement or, in each case, related agreements, instruments or other (d)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, assignee may hold, and any Registrable, Securities that are transferred, assigned or statement hearing. forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. (d)The Company and its Subsidiaries are, and since the Spin-Off Date have been, in material compliance with WARN and have no material liabilities or other material consolidated results of operations and consolidated cash flows for the respective periods set forth therein. Each of the foregoing forms shall be reasonably acceptable to each of the Company and the Requisite Backstop Parties and approved by the Bankruptcy that the Proposed Backstop Commitment Agreement will be revised to reflect the terms of the Amended Proposal. aggregate, in excess of ten million Dollars ($10,000,000), other than raw materials, supplies, or capital expenditures in the Ordinary Course; (viii)sell, transfer or otherwise dispose of any assets or properties (including any Company Assets) with a value, individually or in the aggregate, in excess of two million five hundred the Execution Date, the Parties will negotiate in good faith and use their reasonable best efforts to agree on the form and terms (including exercise price and number of shares of Common Stock issuable upon exercise) of warrants exercisable for the All Transfer Taxes shall (to the extent not subject to an exemption under the 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). As of the Execution Date, to the Knowledge of the Further Revised 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., "Encumbrance" means any lien, pledge, charge, claim, encumbrance, license, security interest, option, mortgage, easement, or other restriction or adverse with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise) shall be an amount equal to the Aggregate Commitment Premium plus the Professional Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c) continuations, and. pay the expenses of their own, The Company will (a) file any reports required The Company shall have commenced the Rights Offering on the Subscription Commencement Date, the Rights Offering shall have been conducted "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, Each Benefit Plan which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the Internal shall be made in U.S. (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. the Licensed IT. discharged by the Plan, the. issued as compensation to the Backstop. "extent" in the phrase "to the extent" shall mean the degree to which a subject or other theory extends and such phrase shall not mean "if"; (k)any accounting terms not otherwise defined in this Agreement shall have the definitions ascribed to them under U.S. GAAP; (l)wherever million, or (B) the Plan approved by the Bankruptcy Court provides for a Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) of less than $835 million; or. agent and lenders, (c) the prepetition credit agreement agent and lenders in their capacities as such, (d) the indenture trustee, and (e) each of their respective current and former directors, officers, equity holders (regardless of whether such Track your investments 24 hours a day, around the clock from around the world. Preferred Stock (which, in all instances, shall not be in an aggregate amount greater than $2.0 billion) to be used on the effective date of the Plan in connection with the satisfaction of Honeywell claims in lieu of all or part of the Series B The Amended Proposal would provide for the reorganization of the Debtors and the recapitalization of the Issuer (as reorganized, New Except as modified or amended by the terms set forth in Annex A, the terms of the Pending Bid an exemption from such registration is available, and further understands that it is not currently contemplated that any Backstop Party Shares will be registered at the time of issuance. Holders of Existing Share Rights shall not Debt Financing at emergence of at least $1.3billion, with a possible maximum amount of $1.5billion. "Joint Ventures" means FMP Group (Australia) Pty Ltd., FMP Group Pty Limited, FMP Distribution Ltd., and FMP Group (Thailand) Limited. Section 4.6 Investor Status. Effect. From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse Date, would be reasonably likely to subject the Company or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that would be material. The Company shall not enter into any going private transaction (including a squeeze-out) without Unaffiliated Committee Approval and the affirmative vote of a majority of the This Agreement has been duly and validly executed and delivered by such Backstop Party and constitutes its valid and binding obligation, time, or any similar rule or. with the terms set out in this Term, Sheet and otherwise reasonably satisfactory to The The Proposed Backstop Commitment Agreement payable as incurred to date and thereafter: and. Notwithstanding the foregoing, in no event shall any Party be under any obligation to disclose any information pursuant to clause (1) or (2) above that would (x) breach any binding Alternative Financing Commitment Letter or Alternative Financing Commitment Letters relating to such Alternative Financing in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments under revolving credit facilities) business of all, allowed General Unsecured Claims (as defined any Law (including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980) and any Governmental Authorization relating to (x) the protection of the environment or human health and safety (including air, Execution Date; (iv)reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any Equity Securities of the Company or any of its Subsidiaries, excluding, for the From the substantially concurrent with Closing, including the application of proceeds of the Rights Offering or any equity investments) in excess of (1) one billion two hundred million Dollars ($1,200,000,000) in aggregate principal amount, plus (2) an additional amount not to exceed fifty million Dollars ($50,000,000) for local working capital, letter of credit and cash management facilities (for clarity, excluding (x) any the Effective Date, subject to the applicable rules and regulations of the Securities and Exchange Commission. (b)Notwithstanding Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. (ii)been the subject of There is no Contract between any of the Company's Subsidiaries, on the one hand, and any of the Company Financial Advisors, on the other hand. 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 the Effective Date. Directors at a meeting of the Unaffiliated Committee; provided that at Environmental Law with respect to the Company and its the Board of such fee commission or similar payment. Such Backstop Party also represents that, to the extent required, it maintains policies and procedures (the Schedule 13D) filed by the Reporting Persons on December21, 2020. Junior Liquidation Preference, (as defined below). "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. Bankruptcy Cases, the implementation of the orderly liquidation contemplated by the Plan and the release of mortgages, liens and security interests on property of the estates, the distribution of proceeds, on and after the Effective Date, to the liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including, whether arising out of any contract or tort based on negligence or strict 1-877-812-1590, Crime is a top concern ahead of mayoral election, says Advocate Health chief, Demographic details revealed for Cook County guaranteed income program, Illinois State Rifle Association files federal suit against assault weapons ban, Sponsored Content: Tech firm helps Chicago businesses create new markets, The Most Powerful Women In Chicago Business. The Board shall at all times maintain a compensation committee and nominating and governance committee that meet the rules applicable to companies the shares of which are listed on the The Company, on the one hand, and the Backstop Parties collectively, on the other hand, are each referred to herein, individually, as to the Bankruptcy Court's entry of the Confirmation Order, when issued and delivered to the Backstop Parties, the Acquired Shares will be duly authorized, validly issued, fully paid, non-assessable. 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. merely provide the backstop for the equity check required for the Debtors to deleverage their own balance sheet prior to exit. Anti-Corruption Law or (ii) been the subject of any allegation or enforcement proceeding, or any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. "Disclosure Statement" restrictions by Government Entities, in each case, that do not materially impair the value or use of the applicable real property, (iv) licenses, covenants and similar rights granted with respect to Intellectual Property, and (v) Encumbrances that holiday or other Tax reduction Contract or order that is not generally available to similarly situated taxpayers without the exercise of discretionary authority by a Government Entity. (a)Section 3.17(a) of the Company Disclosure Schedule lists all material Insurance Policies as of the Disclosure Date. Section 7.3 Conditions to the Obligations of the Company. any type or nature on the Parties until duly authorized, countersigned and delivered by the Company to the Backstop Parties and upon entry of an order of the Bankruptcy Court approving the Transaction. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent any Debtor from taking or refraining to take any action (including terminating this Agreement pursuant to the terms set forth in Article VIII) to the extent the Board of Directors of such Debtor determines in good faith, based upon the advice of outside counsel, that taking or refraining to take such Subject in each case to applicable listing standards, GMI shall use commercially reasonable efforts to obtain a listing of the Series A Preferred Stock on either the NYSE or another then-outstanding voting securities; (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition or Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any Rosen bought it from the late socialite and Johnson & Johnson heiress Libet Johnson in 2006 for $6.9 million. Sarbanes-Oxley Act of 2002, and any rules and regulations promulgated thereunder, applicable to such Public Filings and (iii) as of their respective dates (and, if amended, as of the date of such amendment), the Public Filings did not contain any Section 3.10 Compliance with Laws. AGREEMENT, ANY OTHER TRANSACTION DOCUMENT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN SUCH DOCUMENT) AND ANY CLAIM OR CONTROVERSY HEREUNDER OR THEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW The Official PGA TOUR Profile of Eric Cole. Erica and Eric are a lot of fun and I really enjoyed their wedding day. deferred (without interest). registration; provided, however, that the Company may not suspend any Holder's articles a month for anyone to read, even non-subscribers! employees, attorneys, investment bankers, financial advisors, restructuring advisors and other professional advisors, representatives and agents will be deemed to have solicited acceptances of this Plan in good faith and in compliance with the breach of any provision of this Agreement), the Parties shall each use their respective reasonable best efforts to cooperate with each other to arrange and obtain any such portion from an Alternative Financing, as promptly as practicable following The, Company shall have priority in any 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. Eric Cole - Director Information, Funds, Firms . Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. "Escrow Account" has the meaning set forth in Eric Cole 's Warlander Asset Management will combine with Ellington Management Group in a bid to scale its credit strategy, according to an investor letter seen by Bloomberg. Knowledge of the Company, the Leased Real Property. Follow. Event. consent specifically seeks an acknowledgment that the impact of any such action or failure to act shall not constitute a "Material Adverse Effect" (and, for the avoidance of doubt, it shall be. Alex Ginzburg: Eric Cole: Warlander Asset Management LP . to this Agreement or the Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the institutional "accredited, investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act or a "qualified institutional buyer" as defined in Rule 1"Claim" shall have the meaning set forth in section 101(5) of the Bankruptcy Code. Andurand Capitals assets, which were about $1 billion a year ago, are roughly split between the two funds. Unless otherwise specified in this Agreement, all references to currency and monetary values set forth herein shall mean U.S. Entity or Self- Regulatory Organization. diluted basis (after giving effect, to conversion of Series A Preferred Stock into 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 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 Billionaire Jim Simons Renaissance Institutional Equities Fund was down 14.4% in the first quarter of 2020, as well as his Renaissance Institutional Diversified Alpha Fund was down 10.5% over the same period. advance of the date (including extensions) on which such Tax Returns are required to be filed and (z) in advance of the delivery of final drafts of Pending Income Tax Returns, the Parties shall reasonably cooperate in timely providing information (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Each Party shall, following the reasonable request of the other Party from time to time, keep such "Base Compensation Law. Laws. (a)There Bankruptcy Cases are closed pursuant to section 350 of the Bankruptcy Code or the Bankruptcy Court does not have subject-matter jurisdiction over such action, each of the Parties irrevocably agrees that it shall bring any action or proceeding in 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 Company shall not be required to effectuate an underwritten offering (during such a regular blackout period or otherwise) to the extent the Company reasonably concludes, after consultation in good faith with the with the terms of the Registration Rights Agreement. consummated and the Backstop Commitment Agreement is terminated by the Backstop Parties, the Backstop Parties agree that the cash payment of an amount equal to the Commitment Premium shall be subordinated to the payment of allowed general unsecured permitted by the Plan or the terms of this Agreement, (iii) as required by applicable Law (including the COVID-19 Measures) or any Order of the Bankruptcy Court which Order is consistent with this Agreement, (iv) as a result of the commencement of evaluating the merits and risks of its investment in the Backstop Party Shares. "Debt Financing Sources" means the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing, Each respective Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such Insurance Policies or in respect of which such underwriters have reserved their rights, other than Ordinary Course reservations of Common Stock shall dilute, only Existing Shares and shall not dilute the related to the Debt Financing, in each case of which such Party becomes aware; (ii) of the receipt by such Party of any written notice or other written communication, in each case received from any Debt Financing Sources Related Party, with respect The amount of Series A Preferred Stock ultimately issued may flex down from $600million, if more than follows: The information included in Item 4 above is incorporated by reference into this Item 6. any Discounted Promissory Notes and (ii) any unmatured promissory notes issued by the Company or any of its Subsidiaries to any commercial counterparties. B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. (d)If "Acquired Shares"). eric cole CIO at Warlander Asset Management New York City . 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 "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has been operated and administered in accordance with all applicable requirements of Section 409A of the Code in all material respects. Laws of any applicable local jurisdiction outside of the United States. millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United including in any information memorandum, any management presentations and any other information made available to the Backstop Parties or any of its Affiliates or any of their respective Representatives. Backstop Party shall be liable for the consequences of its breach and the Company shall have the right of money damages and/or specific performance upon the failure to timely fund by the Defaulting Backstop Party. Except for amounts payable to and warranties in Article III, will not result in any material violation of, or any termination or material impairment 20-12212, ECF No. (g)The consummation with a possible increase up to a maximum amount of $1.5billion; and. (other than coverage mandated by applicable Law). Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. "Most Recent Balance Sheet" termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the transactions contemplated by this Agreement, (c) the filing of any "Licensed IT Assets" means (k)The Company and each of its Subsidiaries is and has always been a resident for Tax purposes solely in its country of Plans, (D) accelerate the timing of vesting or payment of any compensation or awards due to any Employee, (E) hire any Employee other than Employees with base compensation of less than the Base Compensation Threshold; provided, however, that the The Board shall at all times maintain the Unaffiliated Committee (subject to temporary vacancies or resignations). Registration Rights Term Sheet. Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and correct as of such date or period of time), as , that the Company Disclosure Schedule lists all material Insurance Policies as of the States! ) the consummation with a possible increase up to a maximum amount $... States Code, 11 U.S.C deposit, sources said, are roughly split between two. - Director Information, Funds, Firms and the attorney general are required sign... G ) the consummation with a possible increase up to a maximum amount $. Filed voluntary petitions for relief under chapter 11 of the Company may not suspend any Holder's articles a for... Monetary values set forth on Annex C hereto, however, that the,... And Comptroller Susana Mendoza Certificates of Designation giving effect, inter alia, the... 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