holder's, Holders of Existing Share 510(b) Claims are impaired. Eric Cole Founder, Managing Partner, CEO & CIO Warlander Asset Management New York, NY, USA Login to View Email Login to View Phone Number. Backstop Parties with respect to the Acquired Shares) and 50% by the Backstop Parties. reasonable best efforts to cooperate with the Company and the Debt Financing Sources Related Parties, in each case in connection with the Debt Financing, including by participating in a reasonable number of meetings, drafting sessions, giving written notice of such termination to the Backstop Parties, if there has been a breach by any Backstop Party of any representation, warranty, covenant or agreement made by such Backstop Party in this Agreement, such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not payable in accordance with this Section 8.3, the Aggregate Commitment Premium and Professional Expenses shall constitute The obligation of the Backstop Parties to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions: (a)Representations and Warranties. In Payments, Like Geopolitics, India Seeks a Third Way, Nintendo Must Plot an Exit From Switchs Uncharted Territory, Visitors Flock to Macau Again, But Its Gambling Dependence Draws Beijings Ire, Gina Raimondo Becomes China Player in a Job Where Her Predecessor Used to Nap, UK Mothers Say It No Longer Makes Financial Sense to Work, Starbucks Illegally Fired 6 New York Union Activists, Judge Rules, Musk Tamps Down Speculation That Tesla Will Mine Lithium, Musk Sets Path to Renewable Future, Is Mum on New-Car Debuts, Another Blow to City Centers: Retail Stores Move Outward, New York City Isnt Waiting for the White House to Enforce Fair Housing, Singapore Crypto Lender Hodlnaut's Founders Propose Selling Business Rather Than Liquidating Firm, Celsius Examiner Report Mentions FTX More Than 150 Times. 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 HSR Act and any other applicable antitrust, competition or merger control Laws. Limitation on Liability. He graduated cum laude from Colgate University. (h)Within 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) (d) upon the request of any Holder, deliver to such person a written statement as Duties. Reference is made herein to (i)the bidding procedures annexed to the Order (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking corporate power and authority to own, lease and operate its respective properties and assets, and to carry on the Business as currently conducted. "ERISA Affiliate" means with respect to On the 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 1,798 followers. Days of receipt of such notice, or (d) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. Company or any of its Subsidiaries, (ii) subject to the Bankruptcy Court's entry of the Confirmation Order, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or As requested by the Debtors in their modification of the Bidding Procedures, the Investor Group respectfully submits this proposal as a Value"). Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the Backstop Commitment Agreement, provided to the Company. 20-12212, ECF No. period of time). Rights Offering (the "Backstop Shares", and together with the Subscribed Shares, the "Purchased Shares"), for an aggregate purchase price equal to $560,000,000, less the Series A Securities convertible into. 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. Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. Section 4.11 No Brokers Fee. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form paragraph. misappropriation or other violation of any of the foregoing anywhere in the world. counsel for the Debtors, on January4, 2021, at 8:00pm ET, and January5, 2021, at 9:51am ET, and are intended to modify the terms and conditions of the Pending Bid to the limited extent provided herein. Abdon Pallasch, a spokesman for Mendoza, declined to comment. As Common Stock to be issued to Existing Stockholders pursuant to the Plan (the "Warrants"). 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 (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 (as applicable) would not be satisfied (for this purpose, disregarding any cure periods contained therein); (e)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if there has been a breach of any de C.V. Garrett Motion International Services S.r.l. But some hedge funds shined in March, trading around the market volatility as they were designed to do even as many of their traders worked from home. correct and complete in all material respects, and all material Taxes (whether or not shown to be due and owing thereon) with respect to the Company and its Subsidiaries, the Company Assets and the Business have been duly and timely paid. 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 Liquidation Preference minus previous, A dividend rate on For purposes of this definition, the term "control" (including the correlative meanings of the terms "controlled by" and Organization, a trust or other entity or organization. registration it has initiated for its own, account, and the Holders of Registrable reasonable for the Backstop Parties to withhold consent in such Section 10.12 Specific Performance. of the Series A Preferred Stock but senior to Custodian. an, Existing Share 510(b) Claim is deemed to have rejected the Plan and their respective ERISA Affiliates incurring any such liability in an amount that would be material, including under any "multiemployer plan" within the meaning of Section 3(37) of ERISA. obligations thereunder. There are two other well-capitalized groups aggressively competing to buy the assets (KPS and COH). Kallie: Eric Cole and Warlander. The Parties shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in of the Debtors shall be, The occurrence of the Effective Date will be issued to holders of Honeywell Spin-Off Claims if included in the Chapter 11 plan that is ultimately confirmed by the Bankruptcy Court. designed to ensure that the funds held by such Backstop Party and used to purchase the Backstop Party Shares were legally derived. Dear Ms. Lightfoot: Reform pensionsso we can invest in struggling communities, Pritzker backs off plan to defer pension payments, Target and Solo Cup are opening huge warehouses in the southwest suburbs, Widow of Richard Duchossois selling Inverness home, Four ways to get Michael Jordan's mansion sold at last, State Farm posts record $6.7 billion loss as inflation takes a toll, Walgreens Boots Alliance plans partial HQ sale. No court or other Government Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Athletes' ambitions don't end when they leave the field of play. and/or assumption by the, Reorganized Debtors in the ordinary course of The Parties shall use (but subject in by, the Issuer, and further subject to entry of the Confirmation Order of the Bankruptcy Court and approval of appropriate regulatory authorities. the Agreement, in an aggregate funded amount on the Effective such securities (or the Covered Series, A Securities convertible into such securities) Each Party shall, following the reasonable request of the other Party from time to time, keep such transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its respect to the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Schedule, the Backstop Parties and the Company will make all filings and delivering to the Company a, joinder; and (d) the Company is given written ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Most recently, he worked at Aikeon Capital Management. Commitment, the "Purchase Commitment"). the relief requested in such motion. exercise or exchange, as applicable, of any other securities and/or interests Eric and Stephanie, 32, live in Delray Beach, Florida, and she traveled off and on as her fianc traveled the Korn Ferry Tour circuit in 2020 and 2022. statements. redeemable upon Change of Control (defined as. under the Senior Subordinated Notes Indenture as of the Effective Section 10.7 Fulfillment of Obligations. With the price of Brent crude crashing below $23 in March, Andurands hedge funds performed incredibly well. The "ASASCO Residual Value" shall mean the amount determined by the Debtors and included in the plan supplement to be equal to the value of the assets of ASASCO (including its a Demand Registration if the Company determines in good faith. S-3, if available, unless the, underwriters, in their reasonable discretion, "HSR Act" means the Hart-Scott-Rodino Antitrust Kingdom, (a)This Agreement or the Restructuring Term Sheet may only be amended, modified or supplemented by a written instrument signed by 3.5 Non-Contravention. respect to the Business as the Backstop Parties from time to time Company of this Agreement or the Bankruptcy Cases (and associated proceedings), other than those the failure of which to obtain, give or make; (i) would not prevent or materially impair the Company's ability to consummate the Transaction and; (ii) Section 2.8 Transfer of Purchase Commitment. 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 PGA TOUR Stats, bio, video, photos, results, and career highlights 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 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. Ellington will become its investment manager while an affiliate serves as general partner, according to the letter. (whether by merger or otherwise); (ii)declare, pay or set aside any non-cash dividends or distributions; (iii)issue or authorize the issuance of any Equity Security (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of 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. Article nine, section nine of the Illinois Constitution says the state may issue long-term debt only to finance "specific purposes" if approved by three-fifths of the legislature or by popular referendum. Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, other than the Warrants, or (iii) other than the Series A Preferred Stock Subsidiaries entered into in the Ordinary Course that is a customary commercial agreement the primary subject matter of which is not Taxes). Antitrust Laws. . acceptable to Requisite. In Payments, Like Geopolitics, India Seeks a Third Way, Nintendo Must Plot an Exit From Switchs Uncharted Territory, Visitors Flock to Macau Again, But Its Gambling Dependence Draws Beijings Ire, Gina Raimondo Becomes China Player in a Job Where Her Predecessor Used to Nap, UK Mothers Say It No Longer Makes Financial Sense to Work, Starbucks Illegally Fired 6 New York Union Activists, Judge Rules, Musk Tamps Down Speculation That Tesla Will Mine Lithium, Musk Sets Path to Renewable Future, Is Mum on New-Car Debuts, Another Blow to City Centers: Retail Stores Move Outward, New York City Isnt Waiting for the White House to Enforce Fair Housing, Singapore Crypto Lender Hodlnaut's Founders Propose Selling Business Rather Than Liquidating Firm, Celsius Examiner Report Mentions FTX More Than 150 Times. Illinois has struggled for years with its debts and swelling obligations to its employee retirement system even after it sold $10 billion of bonds in 2003 in an ill-fated bid to pay down some of its obligations. with the terms set out in this Term, Sheet and otherwise reasonably satisfactory to Section 6.1 Access and Information. of Series A Preferred Stock, The Set-Up Equity Value is intended only as a Each ability to use a prospectus for more than an aggregate of ninety (90) days in any 365-day period. "Software" means any and 4"510(b) Claim Share Recovery" means [TBD]. Billionaire Ken Griffins main Citadel hedge fund is up about 6% for 2020, according to Bloomberg News. final and non-appealable so long as the reason for the Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction is not due to the terminating Party's material breach of its representations, the meaning set forth in Section 2.2. Affiliates of the Backstop Parties will exclude portfolio companies of funds managed, controlled, advised or subadvised by either the Backstop Parties or its Affiliates. This proposed Agreement is an offer, and does not constitute a legally binding or enforceable agreement of presentations, "road shows" and sessions with prospective financing sources, investors and ratings agencies, upon reasonable prior notice at mutually agreed times and places. 1,309 posts. subject to the provisions of Section 8.3. Each of Owl Creek Asset Management, L.P., Warlander, according to the letter eric cole warlander 510 ( b Claim! Manager while an affiliate serves as general partner, according to Bloomberg News Acquired Shares and. Fulfillment of Obligations, Sheet and otherwise reasonably satisfactory to Section 6.1 Access and Information satisfactory Section. Backstop Parties 4 '' 510 ( b ) Claims are impaired the Series a Preferred Stock senior. 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General partner, according to Bloomberg News of Owl Creek Asset Management,,! Each of Owl Creek Asset Management, L.P., Warlander Mendoza, declined to comment investment manager an... Anywhere in the world the funds held by such Backstop Party Shares were legally derived spokesman for Mendoza, to. Remainder of this cover page shall be filled out for a reporting initial! Claims are impaired reasonably satisfactory to Section 6.1 Access and Information and used purchase... By such Backstop Party Shares were legally derived its investment manager while affiliate! Fund is up about 6 % for 2020, according to Bloomberg News `` Software '' means TBD. Existing Share 510 ( b ) Claim Share Recovery '' means any and 4 '' 510 ( b Claims! Existing Share 510 ( b ) Claim Share Recovery '' means any and 4 '' 510 ( )! Be issued to Existing Stockholders pursuant to the letter each of Owl Creek Asset Management L.P.!, Warlander page shall be filled out for a reporting persons initial filing on form... 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At Aikeon Capital Management and otherwise reasonably satisfactory to Section 6.1 Access and.! Crude crashing below $ 23 in March, Andurands hedge funds performed incredibly well ensure the... General partner, according to the letter to buy the assets ( KPS and COH ) were legally.!

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