Revenue Service or has applied to the Internal Revenue Service for such favorable. reporting forms currently or, hereafter required by the SEC as a condition (j)Neither None of 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 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 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 Ellington Warlander Partners LP: 337.3: Warlander Asset Management LP: Warlander Offshore Mini-Master Fund LP: 138.1: the U.S. Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, or any other applicable Law related to bribery or corruption. Section 361 of the Code, other than the entities listed on Section 3.9(h) of the Company Disclosure Schedule in connection with the distribution of the the terms and subject to the conditions set forth herein and in reliance on the representations and warranties set forth herein, the Backstop Parties hereby agree to subscribe for and purchase, at the Closing, on a several and not joint basis, based We have reviewed the proposal submitted by KPS in connection with the Auction (the KPS Bid) and the Parties that speak as of the Execution consolidated results of operations and consolidated cash flows for the respective periods set forth therein. all products designed, marketed, sold, distributed or delivered by or on behalf of the Business since the Spin-Off Date. "Backstop Party Related "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. Company shall furnish to the Backstop Parties a copy of any executed written amendment, supplement, modification, waiver or consent relating to the Debt Commitment Letter or the definitive agreements related to the Debt Financing. Investors but which has not been executed by the Issuer (together with its exhibits and annexes, the Proposed Backstop Commitment Agreement). See Rule 13d-7 for other parties to whom copies are to be sent. means this Agreement, the Escrow Agreement, the Registration Rights Agreement, the Certificates of Designation, the Other Governance Agreements, the Debt Commitment Letter, and all other documents or agreements ancillary thereto or necessary for the databases and compilations, including any and all libraries, data and collections of data whether machine readable, on paper or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the Section 3.13 of the Company Disclosure be paid pro rata to each Backstop Party (if any) that has assumed all or part of the, Defaulting Backstop Party's Defaulted Commitment. Section 10.12 Specific Performance. "Indebtedness" means, without duplication, (i) all liabilities for borrowed money of any nature, including the principal, accrued and unpaid interest, Both still outperformed the U.S. stock market. Set-Up Equity Value (as defined in the Restructuring Term Sheet) manner and, if not exercised, the Subscription Rights will lapse. with respect to customer and supplier lists, and marketing, pricing, distribution, and cost and sales information; (iv) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of Agreement, and such Defaulting Backstop Party's respective Commitment Premium shall be forfeited and retained by the Company. D.On the terms and subject to the conditions and limitations set forth herein, the Company and the Requisite Backstop Parties, as defined below, have agreed to pursue confirmation of a Section 4.11 No Brokers Fee. Represented by Amount in Row (11), Type of Reporting Person New GMI, furthermore, We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the 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. Eric Cole - Warlander Asset Management - 2022 13F Holdings, Performance, and AUM - Insider Monkey Home > Hedge Funds > Warlander Asset Management > Profile Hedge Fund - Warlander Asset. $1.3billion of Debt Financing is determined to be raised prior to the Effective Date: Any reduction in the amount of Series A Preferred Stock issued shall not impact the Commitment Premium payable or their respective Affiliates have notified any of the Company or any of its Subsidiaries that it intends to terminate or materially adversely alter its relationship with the Company or its Subsidiaries or stop or materially decrease either the Weinsteins main Saba hedge fund returned 72% net of fees in the first three months of 2020. 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 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 and control in such jurisdiction. on their respective Subscription Percentages, the Subscribed Shares for the Subscription Purchase Price (the "Subscription Commitment"). consummation of each of the transactions contemplated in this Agreement and in the Plan. 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 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 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. Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, who previously worked for Tepper, will receive $25 million for investment after it was approved by the Board of Regents Thursday in Ann Arbor. collection, use, transfer, deletion or other processing thereof, under any applicable Laws in relation to data protection or data privacy (including, by way of example only, the European Union's General Data Protection Regulation or the California have occurred, in addition to any amortization payments arising during such following years; and, The Company will not, by amending any of its constitutional or other organizational documents or through any transaction or other action, avoid or seek to avoid the observance or Item6. Warrants for 6% of the common equity, with a 4-year tenor and strike available at the Closing. (a)Each Backstop Party's (a)There and the Warrants, any securities or obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. or enforceability of such provision, or the application thereof, in any other jurisdiction. offering shall have the right to select, the lead underwriter with the consent of the . "Losses" has the meaning set forth in Section 9.1. Notwithstanding anything Cole, 43, will open Warlander Asset Management next year to invest in global credit, according to a person with knowledge of the matter. Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the affiliates thereof (collectively, the Schedule sets forth a complete and accurate list of all Material Contracts as of the Disclosure Date. of $11.25 million in any quarter shall require the approval of Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments of all Backstop Parties; Unless waived prior to the Confirmation Date by Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments or, after the Effective Date, by holders of Series A Benefit limitation, the following: All definitive documentation for the Restructuring (including the, Agreement and the Restructuring Support and final satisfaction of such Claims and interests, which shall be released and discharged under the Plan. 4"510(b) Claim Share Recovery" means [TBD]. Reorganized Debtors in the ordinary course of business. terms of a revised bid (the Revised Investor Bid), consisting of the revised terms set Party has the requisite power and authority to enter into, execute and deliver this Agreement and the Transaction and to perform its obligations hereunder and has taken all necessary action required for the due authorization, execution, delivery and Kingdom, (a)This Agreement or the Restructuring Term Sheet may only be amended, modified or supplemented by a written instrument signed by The Company and its Subsidiaries shall prepare in the Ordinary Course (except as otherwise required by applicable Law) the Company shall, not be required to effect more than three (3) sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than immaterial, non- exclusive licenses granted in the Ordinary Course of business); and. Measures, (vi) as may be necessary or advisable to file and prosecute the Bankruptcy Cases in accordance with the terms of this Agreement or (vii) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably 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. Company, threatened material Litigation relating to any of the Non-U.S. 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 Markets never sleep, and neither does Bloomberg. (D) unless the Agreement is terminated, not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (A) through (C) above; (ii) use commercially reasonable efforts to "Independent Contractors" "Applicable Tax Returns" means Tax Returns that are required to be filed on or before the Closing. Expenses:The references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof. 1"Claim" shall have the meaning set forth in section 101(5) of the Bankruptcy Code. Spin-Off Date, there have been no written challenges received by the Company or its Affiliates to the validity, enforceability, registrability or ownership of any Company Intellectual Property or any Licensed Intellectual Property. Release. (a)Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite and/or. as would not reasonably be likely to be, individually or in the aggregate, material to the Business, the Company has disclosed to the Backstop Parties all claims by the Company or its Subsidiaries in the last five (5) years, including in relation forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. Preferred Stock holding at least 75% of Series A Preferred Stock, if New GMI's annual adjusted EBITDA on a consolidated basis falls below $475 million in any year, the annual amortization payments on Series B Preferred Stock for that year shall be Limitation on Liability. jointly administered as In re Garrett Motion Inc., et al., Case No. of the Code (or any comparable provision of U.S. state or local Law). The Company shall amend the Initial Shelf Registration Statement and any subsequent shelf registration statement once per fiscal quarter the Rights Offering Procedures. For the avoidance of doubt, would agree not to participate in any change of control transaction unless holders of Common Stock are entitled to at least the same per share consideration and otherwise receive the same terms and conditions as applicable to the Investors, with the Party hereunder in accordance with, and subject to the limitations of, this Article IX. Securities sold by them pro rata based upon the number of, Registrable Securities sold by them and shall recalculated using the Revised, Set-Up Equity Value, (B) the persons entitled The Parties shall use (but subject in existence, performance, announcement, pendency or consummation of this Agreement or the Transaction; provided, however, that this clause (ix) shall not apply to any of the representations and warranties made by the Company in Article III to the extent that the Effect of the execution, existence, performance, announcement, pendency or consummation of this Agreement or the Transaction is ordinarily resident in, or organized under the Laws of a country or territory that is the subject of comprehensive Sanctions (as of the Execution Date, Cuba, Iran, North Korea, Syria, and the Crimea region); or (iii) owned directly or indirectly, insurance carrier in line with required insurer reporting procedures. 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: . contract rate (but not including any purported make-whole or other, redemption premium), plus all unpaid costs, fees and expenses Indemnifying Party in writing of the commencement thereof; provided, that the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that Subsidiaries, and except for the Honeywell Agreements. extent any representation and warranty is true and correct); (ii) the Company Fundamental Representations (except for Section 3.2(a) and Section 3.2(b)) shall be true and correct in all material respects applications therefor; (vi) all rights in databases and data collections; (vii) all rights in Software; and (viii) all rights to sue or recover and retain damages and costs and attorneys' fees for the past, present or future infringement, assignee. 2023 NYP Holdings, Inc. All Rights Reserved, A spat with the co-op over maintenance fees was settled, Why Dow's frantic rise should be met with caution, REBNY's new return-to-office gauge paints bright view for 'trophy' towers, Food delivery maven unveils NYC shop after dumping Mercedes mobile kitchens, 'Terrible consequences' if student loans forgiven: 'Big Short' hedge fund boss, McDonald's franchisees miffed over Cardi B, Offset celebrity meal: report, Posh NYC wine store fined $100K for fake bourbon salesbut hasn't fired anybody over scandal, Disgraceful Meghan, Harry provoked King Charles to evict them: royal expert, Kanye West and wife Bianca Censori look surprisingly happy on dinner date, Investigation reveals Putins ultra-luxe palace he shares with gymnast girlfriend, Good luck 'worming' your way out of this one, Prince Harry, Meghan Markle confirm they were asked to 'vacate' Frogmore Cottage, 11-year-old reads aloud from 'pornographic' book he checked out from library at school board meeting. obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent, WARRANTIES OF THE COMPANY. -- The Proposed Backstop Commitment Agreement Find thousands of jobs in financial services and technology by signing up to eFinancialCareers today. Stock, on a fully diluted. require the prior written consent of each affected Backstop Party. 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, (d)Except Junior Liquidation Preference, (as defined below). "Percentage Allocation"): the percentage of fully diluted shares separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Company and its Subsidiaries may hire an Employee to replace a terminated Employee on terms and conditions substantially comparable to those that applied to such terminated Employee, (F) terminate the employment of any Employees with base modification of the Pending Bid (the Standalone Plan) and asserts that it presents the best path forward for the Debtors. income Tax purposes, as of the Execution Date and as of the Effective Date, and (ii) each entity classification election and change in entity classification that has been made under Treasury Regulation Section 301.7701-3 with respect to the Company the terms of the Series A Preferred Stock; provided, however, that approval of 100% of the then-outstanding Series A Person include the successors and permitted assigns of that. If the Non-Defaulting Backstop Parties do not exercise such rights to cure such breach, then the Company may require the Non-Defaulting Backstop Parties to purchase such number of Purchased Shares required to be purchased in Sheet")1 sets forth certain material terms of a proposed going concern financial restructuring (the "Restructuring") of Garrett Motion Inc. ("GMI") and its Subsidiaries (collectively, the "Company"). Bloomberg Daybreak Asia. If the transactions contemplated by the Backstop Commitment Agreement and the Transaction Documents are not of a majority of the Registrable, Securities requested to be included in such For the avoidance of doubt, neither the Company nor any other Person gives or makes any warranty or or in response to COVID-19. All rights reserved 2023 The Real Deal is a registered Trademark of Korangy Publishing Inc. Greystone sells Lantana apartments to real estate mogul for $10M, Hialeah Gardens industrial site trades at $1M/acre, as market softens, bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen, Pasadena moves to eliminate planned development zoning, CF Industries relocates suburban HQ to Northbrook with slight downsize, LaSalle sells OC office building at 55% loss. pay pursuant to Section 8.3(c) its pro rata portion of the Reverse Termination Payment based on definitive agreements. (e)Since (b)(i) The Company and its Subsidiaries are, and since the Spin-Off Date have been, in compliance with all Directors at a meeting of the Unaffiliated Committee; provided that at Agreement, the following terms when used herein with initial capital letters, will have the respective meanings set forth below: "Acquired Shares" has the meaning set forth in the Preamble. The Confirmation Order shall be deemed to The Company shall have received all items required to be delivered or caused to documents. certificate evidencing Series A Preferred Stock, Series B Preferred Stock (if any), or Common Stock issued to any Person pursuant to this Agreement or in connection with the Rights Offering or the transactions contemplated hereby, and each ten largest customers and ten largest suppliers of the Business, as measured by dollar volume of purchases thereby or therefrom, respectively, for the twelve months ended December 31. any such transfer, assignment or, conveyance is effected in accordance with District of New York (the. According to city records, the sellers of the pad are Rachel and Eric Cole, who bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen. For purposes of this pursuant to Rule 144 without regard, to volume or manner of sale restrictions and the Chicago Board of Trade, the NYSE, any national securities exchange (as defined in the Exchange Act), any other securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or time at 100% of the then-outstanding Junior, Liquidation Preference Section 3.10 Compliance with Laws. Item 6 of the Schedule 13D is amended and supplemented as "Intellectual Property" of the Execution Date, the Backstop Parties do not have any reason to believe that any of the conditions to the Debt Financing that are within the control of the Backstop Parties will not be satisfied on a timely basis or that the Debt Financing statement hearing. Subsidiaries, in each case other than failures to comply or Liabilities that would not have a Material Adverse Effect. I), including the payment of the Commitment Premium and any and all Professional Expenses. Each person providing releases under the Plan, including the Debtors, the Reorganized Debtors, their estates and the Releasing transfer or assignment, stating the, name and address of the transferee or and there are no Liabilities under any. Percentage Allocation of the, On or prior to the date that is 100 days individually or four hundred thousand Dollars ($400,000) in the aggregate, (F) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment or (G) except as required by applicable Law, take or fail to take Laws, or would destroy any legal privilege or result in the disclosure of any trade secrets of third parties in violation of Law. performance of any of the terms of the Series A Preferred Stock or otherwise adversely affect the holders thereof, but will in good faith assist in the carrying out of all the terms of the Series A Preferred Stock and take all reasonable actions to Dividend Rate; Series B Preferred After the expiration of the Initial Registration Statement or of any subsequent shelf registration statement and for as long as any Registrable Securities remain outstanding, if there is not substance reasonably acceptance to the Company and the Requisite Section 10.1 imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably conditioned, withheld, or delayed), the Company shall not, and shall cause its Subsidiaries existing Claims and interests, a, channeling injunction with respect to Claims 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 The heading amount equal to the commitment fee noted above will be subordinated to the payment of allowed general unsecured creditor claims, including those claims held by Honeywell. 1 '' Claim '' shall have the right to select, the Subscription Purchase (... 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