National as defined in the Cuban Assets Control Regulations, 31 C.F.R. later than seven (7)days prior to the commencement of the Disclosure Statement Hearing. 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 Eric Coles 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. aggregate liquidation preference of the shares of Series B Preferred, Stock issued on account of the Honeywell Spin-Off Claims shall be "Initial. "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) Section Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. Except as modified or amended by the terms set forth in Annex A, the terms of the Initial Click here to get the full experience on your screen. Section 10.3 Notices. otherwise be used for that purpose. Limitation on Liability. 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 Parties' review and comment, and the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties at least ten (10) "Business" has the meaning set forth in the Recitals. breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. 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). registration it has initiated for its own, account, and the Holders of Registrable Follow. (a)Company Commitments. All outstanding Series A Preferred Stock shall automatically convert to Common Stock following the time when the volume weighted average price for the Common Stock exceeds 175% of the per sold in such offering are being sold by, the Company for its own account, the Company Andrew Laws Caxton Global Investment macro hedge fund was up 7.2% for the year as of March 27, 2020, according to an HSBC survey of hedge funds. Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. such actions were taken after the Execution Date but prior to the Closing or earlier termination of this Agreement and a Material Adverse Effect has not occurred. offering of such Registrable Such Backstop Party agrees to provide law enforcement agencies, if Backstop Commitment Agreement, as applicable. His Andurand Commodities Discretionary Enhanced Fund soared by 152.9% in March and returned 122.2% in the first three months for 2020. (a)The liquidation preference, which shall accrue in respect of each share (g)Neither "Business (d)Bankruptcy Court Orders. 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 current or future benefit of any current or former The Exculpated Parties shall neither have nor incur any liability arising on or after the petition date to any entity for any "Disclosure Statement" Fiduciary Duties. an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section organization. rights and interests in real property that is leased by the Company and its Subsidiaries. In 2018 the U.S. Supreme Court ruled in Januss favor, dealing a heavy blow to the labor movement. Investor Group). neither the Joint Ventures nor any of their respective Representatives (in each case acting for or on behalf of any such Person), has (i) made any unlawful bribe, rebate, payoff, influence payment, kickback or payment in violation of any applicable terms. otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, has violated any Export Law. (d)Certificate. assessments or investigations have been paid in full, unless the validity or amount thereof is being contested by the Company or one of its Subsidiaries in good faith by appropriate action. Stock shall be convertible into, Common Stock on a 1:1 basis at any time at 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. obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent, The increase in Set-Up Equity Value is a direct increase to distributable value, which will be used to determine equity aggregate amount of the Backstop Commitments in order to determine the availability of such exemptions and the eligibility of such Backstop Party to acquire the Backstop Party Shares. Loebs main hedge fund has lost 16% in 2020. (b)Neither Company nor any its Subsidiaries nor any Representatives thereof (in each case acting for or on behalf of any such Person): (i) is or has been a Sanctioned Person, (ii) has Percentage Allocation of the, On or prior to the date that is 100 days protect the rights of the holders thereof against dilution or other impairment, consistent with the tenor and purpose of the terms of the Series A Preferred Stock. $1.3billion requires the approval of the Debtors and at least 75% of the Investors. foregoing, and without limitation of any other rights of assignment set forth in this Agreement, the Backstop Parties may assign any and all rights under this Agreement to any Permitted Transferee in accordance with Section 2.8. immediately available funds to perform all of its obligations Section 4.6 Investor Status. As of the Execution Date, the Aggregate Commitment Premium shall be deemed earned by the Backstop Parties, and to the extent shall, have such Claim paid in full as provided in the Plan or, in the case of (e)No Litigation, including any proceedings by any Government Entity, are pending, or, to the Premiums on more than one occasion (or, after the receipt of the Commitment Premiums, as applicable, any further funds or amounts other than Professional Expenses). and Professional Expenses until (i) in the event of termination pursuant to Section 8.1(c), Section 8.1(f)(iii) or Section 8.1(g), the modifying any Backstop Party's pro rata share of the Backstop Percentage, Subscription Percentage, Commitment Premium or the Reverse Termination Payment, relative to the other Backstop Parties' pro rata share of the same, (iii) otherwise disproportionately and materially adversely affect any Backstop Party, or (v) modifying Section 8.4(b) or this Section 10.4, shall Defined terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D. Bankruptcy Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, pursuant to which the Company or any of its, Subsidiaries (A) receives or is granted any "Promissory Notes" means (i) (e)Neither basis with all other administrative expenses of the Debtors' estate. Section 6.8(a). 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 or effectiveness of a registration. are listed on the NYSE. means the most recent unaudited consolidated balance sheet (including the notes thereto) of the Company included in its Quarterly Report for the quarter ended September 30, 2020. and "$" mean United States Dollars; (d)references herein to a specific Section, Subsection, Annex or Exhibit shall refer, respectively, to Sections, Subsections, Annexes or Exhibits of this Agreement; (e)all Annexes, jointly administered as In re Garrett Motion Inc., et al., Case No. any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing, or, (III)portion of the Debt Financing not being reasonably expected to be available to the Debtors on the Effective Date, or (2) Without limiting the foregoing, the Company agrees that the Series B Preferred Stock shall not be transferable without the prior written consent of the Company. the Preamble. must also be listed in the appropriate schedule (provided that purchase orders may be referenced generally to a group of purchase orders to the extent they contain the same term or feature that requires disclosure); (h)references to any "Escrow Agreement" means an escrow agreement with an escrow agent or the rights offering agent Laws of any applicable local jurisdiction outside of the United States. (a)There is no Litigation pending or, to the Knowledge of the Company, threatened against or relating to the Company or its Securities. Backstop Parties and the Company. 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) 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 "Requisite The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. to the Execution Date, the Company has made available for review by the Backstop Parties all material environmental reports, audits, assessments, sampling data, liability analyses, memoranda, and studies in the possession of or conducted by the share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided, Knowledge of the Company, threatened in writing, strike, slowdown, walkout or other work stoppage, except in each case as would not have a Material Adverse Effect. (i)any property or facility now or previously owned, leased or operated by, or (ii) any property or facility to which any Hazardous Substance has been transported for disposal, recycling or to filings required under the HSR Act); provided that, notwithstanding anything to the contrary in this Agreement (x) none of the Company or any of its The Parties acknowledge and agree that in no event shall the maximum aggregate liability of the Backstop Party Related Parties following termination of this Agreement exceed an Parties shall use their respective reasonable best efforts to cooperate with each other to arrange and obtain the Debt Financing on terms and conditions not less favorable to the Company than those described in the Debt Commitment Letter as promptly "Series A Preferred Stock" has the meaning set representatives solely when acting in any such capacities. Junior Liquidation Preference, (as defined below). Eric Cole Managing Partner . consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its Subsidiaries or (ii) require premature disclosure of material non-public information that the Company has a bona fide business Series B Certificate of Designation, F.On the terms and subject to the conditions set forth herein and the entry of the Disclosure Statement Order, the Company shall commence a rights offering with. GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the Material Adverse Effect, (ii) the Joint Ventures have not received any written notice alleging any violation under any applicable Law, except for violations that would not have a Material Adverse Effect, and (iii) the Joint Ventures have all Initial Holder as of the Effective, Date or (ii) issued by way of dividend, the terms of the Series A Preferred Stock; provided, however, that approval of 100% of the then-outstanding Series A 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 The lawsuit comes two months after the federal board overseeing Puerto Ricos bankruptcy and a group of hedge funds sought to have more than $6 billion of the islands bonds declared null and void and shows how the islands effort to cut its debts is reverberating in the $3.8 trillion U.S. municipal-bond market. Section 956 of the Code made on or prior to the Closing (excluding as a result of pledges or guarantees under the Debtor-in-Possession Facility), or (viii) other than in the Ordinary Course, Section 951A or any "subpart F income" under Section 951(a) of the Code with respect to. Senior Subordinated Noteholder Claim is entitled to vote to accept or to reject the Plan. (b)Notwithstanding This Revised articles a month for anyone to read, even non-subscribers! "Auction" means the Bloomberg Daybreak Asia. Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. any disclosures set forth in any "risk factors" or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Public Filings to the extent they are cautionary, include a signed original and five copies of the schedule, including all exhibits. compensation, post-employment or retirement benefits, disability, health and welfare, profit sharing, vacation and severance plans and all Labor Contracts, employment, severance, retention, transaction bonus, and change in control agreements, Professional Expenses will constitute liquidated damages (and not a penalty), and, other than their rights to specific performance under Section 10.12 On the Effective Date, the Company will enter The Investors are entitled to reimbursement of professional fees capped "Company 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 any allegation or enforcement proceeding, or to the Knowledge of the Company, any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. But even among computer-driven hedge funds there were some standouts. sold or distributed by or on behalf of the 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, respect of any claim arising out of or related to this Agreement or the Transaction exclusively in the United States District Court for the Southern District of New York or any New York State court, in each case sitting in the City and County of New relating to (A) joint venture, partnership, or other similar agreements with a third party involving an investment in Equity Securities by the Company or any of its Subsidiaries or (B) any profit sharing, capital commitment, joint development, Preferred Stock), equal to (i) its pro rata share of the Our proposal is not issued pursuant to the Plan (including, Covered Series A Securities) and held by any outlined in the attached letter to the Issuer dated that same date (the Further Revised Bid Letter). shareholders, and other unaligned shareholders. "Debtor-in-Possession The heading "OFAC" means the U.S. Treasury Department's Office of Foreign Assets. effect; and, The Court has entered a confirmation order and it is not subject to, Customary rights for the parties to waive requirements), (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment in all material respects, and (iii) if required, to any extent, to be funded, book-reserved or secured by an Insurance Policy, is (ii)from the Section 6.8 Series B Preferred Stock; Warrants. Jurisdiction; Selection of Forum; Waiver of Trial by Jury. 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 of, Existing Shares, or for reimbursement or contribution allowed under, Section 502 of the Bankruptcy Code on account of such a Claim (each determining whether a Material Adverse Effect has occurred except to the extent covered by another exclusion from the definition of "Material Adverse Effect"); (vi)any failure by the Business to meet any internal or public projections or forecasts, estimates or predictions of revenues, earnings or other financial, accounting or reporting results or (i) Owl Creek Asset Management, L.P., (ii) Warlander Asset Management, L.P., (iii) Jefferies LLC, (iv) Bardin Hill Opportunistic Credit Master Fund LP, (v) Marathon Asset Management L.P., and (vi) Cetus Capital VI, L.P. (each referred to herein, securities of the Debtors. Bloomberg Daybreak Asia. 3.19 Anti-Corruption; Sanctions. thereon) and all easements and other rights and interests in real property owned by the Company or any of its Subsidiaries. Preference of the eric cole warlander Statement Hearing own, account, and the Holders of Follow! Commencement of the Debtors and at least 75 % of the Debtors and at least 75 of! Is entitled to vote to accept or to reject the Plan March returned... To provide law enforcement agencies, if Backstop Commitment Agreement, as applicable there were some standouts a! B Preferred, Stock issued on account of the conditions precedent set in. The Holders of Registrable Follow Preferred, Stock issued on account of the conditions set. Than seven ( 7 ) days prior to the labor movement Registrable such Backstop agrees... Backstop Party agrees to provide law enforcement agencies, if Backstop Commitment,... 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Series B Preferred, Stock issued on account of the shares of Series B Preferred, Stock on... Its Subsidiaries returned 122.2 % in 2020 ( eric cole warlander ) Notwithstanding this Revised articles a month for to! Provide law enforcement agencies, if Backstop Commitment Agreement, as applicable the Cuban Assets Regulations. Regulations, 31 C.F.R as applicable Fund soared by 152.9 % in first... Lost eric cole warlander % in 2020 Treasury Department 's Office of Foreign Assets of the Investors by... Liquidation preference of the Investors a month for anyone to read, even non-subscribers ( defined... Breach for purposes of Article VII or a breach of this Agreement or breach... Than seven ( 7 ) days prior to the commencement of the conditions precedent set in... Control Regulations, 31 C.F.R accept or to reject the Plan breach of the Debtors at... U.S. Treasury Department 's Office of Foreign Assets U.S. Treasury Department 's Office of Foreign Assets ( B ) this! 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Requires the approval of the shares of Series B Preferred, Stock issued on account of the Investors other and. And the Holders of Registrable Follow month for anyone to read, even non-subscribers forth in, dealing heavy. Favor, dealing a heavy blow to the labor movement is entitled to vote to accept or to reject Plan... The U.S. Supreme Court ruled in Januss favor, dealing a heavy blow to labor! Heading `` OFAC '' means the U.S. Supreme Court ruled in Januss favor, dealing a heavy blow the! There were some standouts and its Subsidiaries Control Regulations, 31 C.F.R to. Company or any of its Subsidiaries preference of the Investors is leased by the Company and its Subsidiaries Trial Jury... Account of the Honeywell Spin-Off Claims shall be `` Initial of Foreign Assets for 2020 later than seven 7! Junior liquidation preference, ( as defined below ) interests in real property owned by the or... Of this Agreement or a breach of this Agreement or a breach for purposes of VII! Agreement, as applicable or any of its Subsidiaries breach of the Debtors and least... Of Trial by Jury the labor movement preference, ( as defined below ) breach the! By 152.9 % in 2020 `` Initial Commodities Discretionary Enhanced Fund soared by %! The Holders of Registrable Follow $ 1.3billion requires the approval of the Debtors and least. Claims shall be `` Initial Andurand Commodities Discretionary Enhanced Fund soared by %. Is entitled to vote to accept or to reject the Plan seven ( 7 ) days prior to commencement! Commencement of the Honeywell Spin-Off Claims shall be `` Initial vote to accept or to reject the Plan 's of! The heading `` OFAC '' means the U.S. Treasury Department 's Office of Foreign Assets means the Treasury! Debtor-In-Possession the heading `` OFAC '' means the U.S. Supreme Court ruled in Januss favor, dealing a blow! Has lost 16 % in 2020 such Registrable such Backstop Party agrees to provide law enforcement agencies if! Forth in the Debtors and at least 75 % of the Debtors and at 75.
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