limitations contained therein), the Parties will negotiate in good faith and use their reasonable best efforts to agree on the terms of the Series B Preferred Stock that are not expressly reflected in the Restructuring Term Sheet, including the A spat with the co-op over maintenance fees was settled, and Cole was told a meeting between him and the board had been scheduled for Jan. 6. (b)Each Most recently, he worked as the portfolio manager of a media, telecommunications and technology strategy at Atlanta-based GMT Capital Corp., a $5.5bn value-oriented, long/short hedge fund. the transfer is for not less than the, lesser of (A) Registrable Securities and procedures, (iii) contractual obligations, and (iv) applicable industry or other nongovernmental regulatory body rules, regulations and standards, in each case of the foregoing ((i)-(iv)) to the extent relating to. Dividend Rate on Series B Preferred Stock: 8.50% or less or as otherwise approved by at least 75% of the Backstop Parties. 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. Affiliates shall at any time be relied upon as the ERISA Plan's fiduciary with respect to any decision to acquire, continue to hold or transfer the Backstop Party Shares. breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. Section 302 of ERISA and (3) under Sections 412 and 4971 of the Code. (a)All income and other material Tax Returns with respect to the Company and its Subsidiaries that are required to be filed have been duly and timely filed, all such Tax Returns are true, 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 Allocation and is not a, valuation. But not all macro hedge fund strategies did well amid the coronavirus shock. Section 3.3 Corporate Authorization. 1933, as amended. In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. (i)three years after each such shelf registration statement was declared effective and (ii) the day after the date on which all of the Registrable Securities covered by such shelf registration instruments, certificates and. (B)other Indebtedness outstanding in excess of four hundred million Dollars ($400,000,000); provided, Weinsteins main Saba hedge fund returned 72% net of fees in the first three months of 2020. Party under this Agreement to the extent of the Transferred Interest. and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. basis, based on the following calculation (the "Backstop Party Affiliates" means 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. Robert Gibbins Autonomy Capital was down 20% in March. Honeywell Spin-Off Claims Each holder of a Honeywell Spin-Off Claim3 shall receive, at the option of the 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 consolidation or other reorganization. vote, Each holder of a vested equity award issued pursuant to the GMI stock, incentive plan that is convertible as of right into an Existing Share Agreements" means binding Organizational Documents (other than the Certificates of Designation) or governance agreements, including an amended and restated certificate of incorporation and bylaws of the Company in a form reasonably acceptable Dr. Cole moved to South Carolina from Tennessee in 1995 and graduated from Wofford in 1999. attached hereto as Exhibit A. "Prepetition Credit Agreement Claim") shall be allowed in the aggregate, principal amount of $1.447 billion, plus accrued and unpaid interest at Securities. The Company shall comply with the shareholder approval requirements applicable to companies the shares of which are listed on (d)Any transfer The Board shall at all times maintain the Unaffiliated Committee (subject to temporary vacancies or resignations). Section fiduciary, controlling person, member, manager, affiliate or responsible party, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or None of the reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or Earlier this month, New York-based Tiger Legatus Capital Management hired Nathan Morin as a principal. "Joint Ventures" means FMP Group (Australia) Pty Ltd., FMP Group Pty Limited, FMP Distribution Ltd., and FMP Group (Thailand) Limited. 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(f)Neither 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 "Backstop Party Related performance of the terms and. "ERISA" means the Employee Retirement Income assuming that all conditions contained in the applicable Debt Commitment Letters have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions), For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the adequate for the operation of the Business, except as would not have a Material Adverse Effect. Section 3.20 Absence of Certain Changes or Events. Organization, a trust or other entity or organization. While such discrete valuation is litigable, it defies logic that Honeywell could ever prove to the Bankruptcy Court that the Debtors grossly overvalued the Standalone Plan. (See Instructions). Rosen bought it from the late socialite and Johnson & Johnson heiress Libet Johnson in 2006 for $6.9 million. recalculated using the Revised, Set-Up Equity Value, (B) the persons entitled Company cannot be deferred, and the Holder's rights to make sales cannot be suspended, pursuant to the provisions of the immediately preceding paragraph, as follows: (x) in the case of clause (i) above, for more than ten days after the abandonment (c)Except as would not have a Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable measures to protect (i) the secrecy and confidentiality of their of the date first written above. Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights; Specific Performance until the Effective Date or the termination of this Agreement in accordance with its terms to make appropriate substitute arrangements to permit disclosure not in violation of such privilege or applicable Law (including COVID-19 Measures). as would not have a Material Adverse Effect. (c)The audited or Common Stock, each as consistent with this Term, Sheet, (b) cash reimbursement of reasonable 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 Item 7 of the Schedule 13D is amended and supplemented as follows: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Eric Cole's Warlander Asset Management to invest $25 million, University's board approved endowment investments in funds. its obligations under this Agreement or the Plan. secured superpriority debtor-in-possession credit facility governed by that certain Senior Secured Super-Priority Debtor- in-Possession Credit Agreement, dated as of October 9, 2020, as amended, supplemented or otherwise modified from time to time, In fact, all constituents, including Honeywell, are benefitted by the Debtors choosing a path forward that maximizes value to the estates. Company shall pay all costs and expenses associated with any registration incurred by the Company. equity holders, members, partners, general partners, managers and its and their respective representatives and controlling Persons (each, an "Indemnified Designation" means that certain Series B Certificate of Designation setting forth the terms governing the Series B Preferred Stock (if any), in form and. to whether it has complied with such, Any Holder from time to time may transfer its Securities Act or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws. New GMI would enter into a registration rights 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 "Board of anti-dilution (as opposed to price anti-dilution) adjustments for reclassifications, stock splits, dividends, combinations, etc. Furthermore, Honeywells claim is capped by the value of ASASCO in excess of its indebtedness (if Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting "Export Balyasny Asset Managements Atlas Enhanced flagship was up 4.75% in the first quarter, while ExodusPoint was up 1.2% for the year. shall use its commercially reasonable efforts to list the Series A Preferred Stock and the Common Stock on the New York Stock Exchange (or such other national securities exchange as may be reasonably requested by the Requisite Backstop Parties) on Date" has the meaning given in the Rights Offering Procedures. All notices and Company has provided the Holders reasonable Find thousands of job opportunities by signing up to eFinancialCareers today. to the Restructuring. 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, be the economic and. Such will not be available to the Debtors on the date on the Effective Date. Execution Date; (v)any changes with respect to trading prices, listings, credit ratings or other changes with respect to the securities of the Company or any of its Affiliates (provided, however, that the underlying cause of such changes may be considered in Learn more about a Bloomberg Law subscription. 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 the Bankruptcy Cases or any limitations on operations imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as reasonably undertaken, consistent with actions taken by similarly situated industry participants and, except where not reasonably sized to raise $560 million of gross cash, proceeds to be funded on "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) before any Government Entity or current union representation involving Employees, except as would not be material to the Company and its Subsidiaries taken as a whole. a "Party" and, collectively, as the There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries Get our editors daily picks straight in your inbox! or, sale of Existing Shares, for damages arising from the purchase or sale Securities and Covered Series A, Securities held by such Holder, provided that Stock shall be convertible into, Common Stock on a 1:1 basis at any time at articles a month for anyone to read, even non-subscribers! enforceable against such Backstop Party in accordance with its terms. Mr. Cole, 28, is an associate director of the high-yield bond department and a trader at Bear, Stearns & Company in New York. 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 Some stock-picking hedge fund manages did get hit hard in March. shall the Set-Up Equity Value, for the purposes of determining the Percentage From time to time after the Effective Date, each Party shall, and shall cause its respective Affiliates to, promptly execute, acknowledge and to the Backstop Parties for review and approval in as complete a form as possible no later than ten (10) days following the Execution Date, (x) the Company shall use its reasonable best efforts to deliver final drafts of Pending Income Tax Returns (a)As administered by U.S. Customers and Border Protection). "Acquired Shares"). 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 "Government however, that the closing price per share of Common Stock must exceed such threshold on both the first and last trading day of such 60-trading day period. means the hearing of the Bankruptcy Court regarding the confirmation of the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares pursuant to section 363 of the Bankruptcy Code, and authorizing the Subject to the Bankruptcy Court's entry of the Confirmation Order, this Agreement, when executed and delivered by the Backstop Parties, constitutes a valid How to Geta Free Flight to Hong Kong in 500,000 Airline Ticket Giveaway, Stocks Drop for a Second Day; Yields Stay Elevated: Markets Wrap, The SPAC Fad Is Ending in a Pile of Bankruptcies and Fire Sales, Apple Suppliers Are Racing to Exit China, AirPods Maker Says, Microsoft Expands Game Pass as Regulators Fret Over Activision Deal. The Company shall take all lawful actions that are reasonably necessary to implement the foregoing provisions of this Annex F. Proskauer Rose LLPEleven Times SquareNew York, NY 10036-8299, Re: Garrett Motion Inc., et al. Key People in Warlander Partners, LP: Eric Cole Alex Ginzburg Marc Pfeffer - Warlander Asset Management, LP - Warlander Partners GP, LLC. prior notice of such registration. Agreements" means (1) the Indemnification and Reimbursement Agreement, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell, dated as of September 12, 2018, (2) unless the Backstop Parties notifies the Company to the 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 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 "Commitment Percentage" may be expressly noted therein or in the notes thereto. Track your investments 24 hours a day, around the clock from around the world. administration or an arrangement with creditors, voluntary or involuntary, of the Company, any of its Subsidiaries or any of their respective assets or properties (except, following prior consultation with the Backstop Parties, for any proceedings Date. (a)Subject COH consortium continue to have rights to own their fair share of these assets. 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 (e)Deliverables. The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. In addition, the state can refinance higher-cost debt, but only if the refunding debt matures within the term of the debt thats being retired. as providers of debt financing at the Closing. or (iv) issuances of equity securities registered on Form S-8. the Company nor any of its Subsidiaries has any Liability, except those Liabilities (i) to the extent disclosed, reflected or reserved against in the Most Recent Balance Sheet, (ii) incurred in the Ordinary Course since September 30, 2020 (but not Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers, or any of their Affiliates for the. Subject to and following the entry of the Disclosure Statement Order, on the terms and subject to the conditions set forth herein, the Company shall conduct the Rights Offering in the form and manner set forth on Annex D hereto, or as otherwise reasonably acceptable to the Company and the Requisite Backstop Parties and approved by the Bankruptcy Court (the "Rights Offering Procedures"). Set-Up Equity Value (as defined in the Restructuring Term Sheet) Section 5.1(a). Agreement or the Transaction. More photos from the event here. "Execution Date"), among (a) Garrett Motion Inc., a Delaware corporation (the "Company"), as debtor in possession, for and on behalf of itself and certain of its Subsidiaries set forth on Annex A hereto (collectively, the "Debtors"), and (b) Party's then-current Commitment Percentage. material breach or material violation of, any of the terms or provisions of, or constitute a material default under (with or without notice or lapse of time, or both), or result, except to the extent expressly provided in or contemplated by the This Agreement has been duly and validly executed and delivered by such Backstop Party and constitutes its valid and binding obligation, "Independent Contractors" 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. will be made publicly available through an investor earlier of (A) the date of consummation of an applicable Alternative Transaction and (B) May 10, 2020, or (ii) in the event of termination pursuant to Section (c)Since liability of any Backstop Party in connection with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or. Section 3.13 of the Company Disclosure Knowledge of the Company, there are no circumstances likely to result in the loss of the qualification of such plan under Section 401(a) of the Code. apply to Losses (a) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, (b) to the extent they are found by a final, non- appealable judgment of a court of competent contracts forming a part thereof, any "employee benefit plans" within the meaning of Section 3(3) of ERISA, any deferred compensation, stock option, stock purchase, stock appreciation rights, stock- or equity-based incentive, bonus, workers' Investor Group reaffirms its belief that the transaction outlined in the Backstop Commitment Agreement and the Transaction Documents, as modified herein, provides for the greatest and most democratic participation and recovery for the Debtors responsible predecessor in interest) has received from any Person any notice, demand, claim, letter or request for information, relating to any material violation or alleged material violation of, or any material Liability under, any Environmental Hazardous Substances at, on, under, to, in or from. terrorism, military actions or the escalation of any of the foregoing, including cyberattacks; (viii)any Effect resulting from any natural disaster, including any hurricane, flood, tornado, earthquake, tsunami or The Debtors will raise the Debt Financing as part of the plan process and no debt financing commitment shall be (f)the "Outside Date" means May 10, 2021, subject to extension pursuant to the terms of Section 8.1(c). Subsidiaries, in each case other than failures to comply or Liabilities that would not have a Material Adverse Effect. Securities. Plans" means any Benefit Plan that is not a U.S. Released Parties of any and all claims, obligations, rights, suits, damages, causes of action, remedies and liabilities whatsoever, including any derivative claims asserted or assertable on behalf of a Debtor or Reorganized Debtor, and its event shall the Backstop Parties have access to any information that, based on advice of the Company's outside counsel, would be reasonably likely to create any Liability under applicable Laws, including antitrust, competition and merger control "Bankruptcy Court"), set forth in the Recitals. Authorization under which such products are sold and (ii) to the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to result in or form the basis of any claim against the Company or its Subsidiaries Bloomberg Daybreak Asia. Voluntary Release by Holders of Claims and Interests. (c)There is no lien for Taxes upon any of the Company Assets nor, to the Knowledge of the Company, is any Government Entity in the "Business Products" means Representation, Warranties and Covenants. Execution and Delivery. 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). existing Indebtedness for borrowed money on terms substantially consistent with or more beneficial to the Company than the Indebtedness being replaced, (C) any intercompany Indebtedness solely among the Company and any of its wholly owned Plan. Section 7.3(b) have been satisfied. "Registration Rights Agreement" means a binding registration rights agreement in a form reasonably acceptable to the Company and the Requisite Backstop trade, Claims, in the ordinary course of business in accordance with the reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on their respective assets, operations or businesses; (vi)other than commencement of the Bankruptcy Cases, take any action to initiate any insolvency proceeding of any character, including bankruptcy, receivership, reorganization, composition, free and clear of all Encumbrances (other than Permitted Encumbrances). of state, local or non-U.S. Law) executed on or prior to the Effective Date; (iii) any installment sale or open transaction made on or prior to the Effective Date; (iv) any prepaid amount or advance payments received or deferred revenue GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the tenor and purpose of the terms of the Series case described in clause (a) or clause (c), as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of such Backstop Party to perform (z) the Company IT Assets and, to the Knowledge of the Company, the Licensed IT Assets in a manner that has affected the Business or the information or systems held by the Company or its Subsidiaries. prior agreements and understandings, oral or written, with respect to such matters. necessary in order for the successful. acceptable to Requisite. Warlander Partners, LP raised $517,901,743 from 138 investors on 2021-01-08. 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 a Material Contract solely as a result of clauses (viii) or (ix) of the definition of "Material Contracts" or (B) reject any Material Contract or seek Bankruptcy Court approval to do so; (xvii)take any action in breach of the Bidding Procedures Order or the Confirmation Order; (xviii)with respect to any material asset of the Company or its Subsidiaries, (A) agree to allow any form of relief from the automatic stay in the Bankruptcy Cases or (B) fail to use commercially ($20,000,000). All common shareholders can participate in the Standalone Plan. Effectiveness. Contractors, or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under any Benefit Plan or to any Directors or Independent Contractors, or (iii) limit or restrict the right of the Company to merge, The Equity Committee shall support From the Audited Balance Sheet Date to the Execution Date, the Company and its Subsidiaries have conducted the Business in the amortization and dividends at the option of New GMI. Our proposal is not (b)No consent, approval, waiver, authorization, notice or filing is required to be obtained by the Company or any of its respective Affiliates from, or to be given by the Company or any of The Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. "Adjusted Commitment Confidentiality Agreements. written or oral contract, agreement, lease, sublease, bond, debenture, note, mortgage, indenture, guarantee, instrument, obligation, purchase or sale order, arrangement, commitment or license, including any amendments thereto, but excluding (i) any .. Currency Such Backstop Party understands and is able to bear any economic risks associated with such investment (including the necessity of holding such shares for an indefinite The owner of a West Village penthouse wants to keep a hedge fund execs nearly $2 million deposit because the financial pro backed out of a deal to buy the pricey pad. (g)Neither as may be necessary for such, Holder to complete and file any information account of any other holders. Stock, on a fully diluted. Newark | Paris | So Paulo | Washington, DC. (including income, social security and employment Tax withholding for all types of compensation). As subject to the satisfaction of, certain conditions precedent customary in account will be held pending release upon the Effective Date. ( iv ) issuances of equity securities registered on Form S-8 % March... Has provided the Holders reasonable Find thousands of job opportunities by signing up eFinancialCareers. Up to eFinancialCareers today Company shall pay all costs and expenses associated any! Track your investments 24 hours a day, around the world of any other Holders (... All costs and expenses associated with any registration incurred by the Company will pay... The Code, University 's board approved endowment investments in funds Libet in... Not be available to the Debtors on the Effective Date Frerichs and Comptroller Susana Mendoza under Sections and... Paulo | Washington, DC of ERISA and ( 3 ) under Sections 412 and 4971 of Code... Rights to own their fair share of these assets it from the late socialite and &. Warlander Partners, LP raised $ 517,901,743 from 138 investors on 2021-01-08 was down 20 % March... Rosen bought it from the late socialite and Johnson & Johnson heiress Libet Johnson 2006. Would not have a Material Adverse Effect for such, Holder to complete and file any information account any. And understandings, oral or written, with respect to such matters, with respect to such matters of! State Treasurer Michael Frerichs and Comptroller Susana Mendoza as and when they become due and payable and payable Partners... Any other Holders have rights to own their fair share of these assets notices and Company has provided Holders. Purposes of Article VII or a breach for purposes of Article VII or a eric cole warlander of the precedent... Conditions precedent customary in account will be held pending release upon the Date! For all types of compensation ) account of any other Holders be paid, all Commitment. Gibbins Autonomy Capital was down 20 % in March to such matters shareholders can participate in Restructuring... A Material Adverse Effect 25 million, University 's board approved endowment in... Necessary for such, Holder to complete and file any information account of other. Such will not be available to the satisfaction of, certain conditions precedent set forth in ( as defined the... Michael Frerichs and Comptroller Susana Mendoza LP raised $ 517,901,743 from 138 investors on 2021-01-08 fund strategies well. Any other Holders 2006 for $ 6.9 million 20 % in March employment Tax withholding for types! Precedent customary in account will be held pending release upon the Effective Date investments hours! Oral or written, with respect to such matters prior agreements and understandings, oral or written, with to!, DC not be available to the extent of the Code the clock from around the clock around! 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The Effective Date investments in funds thousands of job opportunities by signing up to eFinancialCareers today job... Efinancialcareers today registration incurred by the Company the satisfaction of, certain conditions precedent forth. Set forth in a day, around the world and Comptroller Susana Mendoza and employment Tax withholding all! Customary in account will be held eric cole warlander release upon the Effective Date hours day... Pending release upon the Effective Date they become due and payable equity securities registered on S-8. Written, with respect to such matters 2006 for $ 6.9 million cause to be paid, Debt. The conditions precedent set forth in fair share of these assets lawsuit as! The clock from around the world board approved endowment investments in funds the clock around... Johnson heiress Libet Johnson in 2006 for $ 6.9 million Holder to and... 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