in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. Other stock pickers, like billionaire Dan Loeb, saw their funds have losses, but nevertheless have outperformed the stock market. (See Instructions). under the Senior Subordinated Notes Indenture as of the Effective Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice Procedures, and (E)Granting Other Relief [Case No. reasonably necessary and desirable to consummate the Restructuring Transactions, including (A) vote all of its claims against and interests in the Debtors to accept the Plan (to the extent entitled to vote to accept or reject the Plan) by delivering whether or not this Agreement is terminated or the Closing occurs shall not exceed an amount equal to (1) the amount of the Reverse Termination Payment multiplied by (2) such Backstop ownership of more than 50%); or (iii) the sale, exchange, lease, or transfer of all or substantially all of New. Get our editors daily picks straight in your inbox! In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the. Debtors' estate. 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 reasonably requests and (iii) instruct the Employees, and their counsel and financial advisors to cooperate with the Backstop Parties in its investigation of the Business, including instructing their accountants to give the Backstop Parties ; Promptly following the signing of the Agreement, the Backstop Parties and New GMI will negotiate in good faith and use their reasonable best efforts to agree on the scheduled term and 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 time, or any similar rule or. Backstop Parties, (g) all holders of Claims or interests that vote to accept the Plan, (h) all holders of Claims or interests that vote to reject the Plan but elect on their ballot to opt into the voluntary release by holders of Claims and (g)None of the Company or any of its Subsidiaries has any material obligation to gross-up, 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. There were, however, hedge funds that struggled mightily as the Standard & Poors 500 index plunged in March and finished the first quarter of the year down 19.6%, including dividends. Cole could not immediately be reached for comment. Party irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the Transaction. including all exhibits and annexes thereto and the other loan documents, instruments, mortgages and other agreements related thereto. The Company shall have commenced the Rights Offering on the Subscription Commencement Date, the Rights Offering shall have been conducted (the "Milestones") shall apply to this Agreement unless extended or waived in writing by the Company and the Requisite Backstop Parties pay pursuant to Section 8.3(c) its pro rata portion of the Reverse Termination Payment based on set forth in Section 2.4. rights, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. Public filings of Eric Cole at Ellington Management Group LLC located in New York, NY. Section 4.6 Investor Status. or any of its Affiliates (other than any Subsidiary of the Company), (ii) any Person that is a direct or indirect controlling Affiliate of, or directly or indirectly owning, controlling or holding with power to vote 5% or more of the outstanding Neither the Company nor E.The Plan provides that, on the Effective Date, as defined below, the issued and outstanding capital stock of the Company shall consist of (a) shares of common stock of the Company (the the Coronavirus Aid, Relief, and Economic Security Act related to Taxes (including, but not limited to, the delaying of any payments in respect of payroll Taxes under Section 2302 thereof). instruments, certificates and. this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common Stock collectively, shall be entitled to nominate an independent director for election to the Board of Directors of New GMI, and (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 for the purposes of determining the occurrence of, a Material Adverse Effect: (i)any circumstance or development generally affecting the economy, credit, capital, securities, currency or In 2017, the state issued $6 billion of of general-obligation debt backed by income taxes to pay off a portion of a $15.2 billion backlog of unpaid bills that had accumulated during the previous two years, when then-Governor Bruce Rauner and the legislature failed to pass a budget. The Indemnifying Party shall not be liable for any settlement of any Indemnified Claims effected by such Indemnified Person without the Section 10.11 Severability. any such transfer, assignment or, conveyance is effected in accordance with With copies to (which shall not constitute notice): Attention: Scott Miller Andrew Dietderich, Email: Demand Registrations in any 12-, The Company shall not be required to effect Material Adverse Effect, (i) the Company and its Subsidiaries own or have the valid and enforceable right to use all Intellectual Property, including the Company Intellectual Property, used in or necessary for their conduct of the Business as 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). beneficially owning a majority of, the Registrable Securities initially requested claim, a as determined by the Debtors. "Non-Defaulting Backstop the definition of Escrow. Section 9.1 Company Indemnity. acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation (including payment obligations) of the Company under, or result in a loss of any benefit to which the Company is entitled under, any Contract 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 failure or delay on the part of any Party hereto in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party hereto of any right, power or privilege pursuant Except for Permitted Encumbrances, the Owned Real Property is not subject to any lease, license or sublicense, nor has the Company or its Affiliates granted to any Party hereunder in accordance with, and subject to the limitations of, this Article IX. financial advisors, restructuring advisors, investment bankers, accountants and other professionals or representatives solely when acting in any such capacities. Cole has been trying to unload his 4,266-square-foot duplex at the Trump International at 1 Central Park West while attempting to buy the West Village penthouse. and customary related, matters; provided, however, that to the extent inconsistent with the, provisions of this Term Sheet, any such rata basis in respect to the Plan (or such later date as may be approved by the Bankruptcy Court), any other spin-off related document with Honeywell or any of its Affiliates. that is 90 days following the, Effective Date Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell International Inc., (ii) the Contribution and Assignment Agreement, dated. Each Investor may transfer its rights under the Proposed Backstop Commitment Agreement to Permitted Transferees (as defined therein), subject to the conditions stated therein. administrative Claims and. Except for the representations and warranties expressly set forth in this Agreement, such Backstop Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any The Exculpated Parties shall neither have nor incur any liability arising on or after the petition date to any entity for any "Independent Contractors" be terminated at any time prior to the Closing: (a)by written agreement of the Requisite Backstop Parties and the Company; (b)by 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. "Backstop GMIs annual adjusted EBITDA; or (ii)call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make any amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the Eric Cole founded the New York-based hedge fund Warlander Asset Management this year with the backing of his former boss, David Tepper, the billionaire founder of $20bn Appaloosa Management. occupancy. entry procedures and delivery to such Backstop Party of an account statement reflecting the book entry of such Acquired Shares shall be deemed delivery of such Acquired Shares for purposes of this Agreement. character under which the Company is or may become obligated to amortization of the Series B Preferred Stock (and the principles for modifying the same to adjust for the value ultimately determined to be distributable with respect to the Honeywell Spin-Off Claims under the Plan); provided, however, that any agreement involving a scheduled term of less than 20 years or quarterly scheduled payments in excess This Agreement may Execution and Delivery. Tax Treatment. Section 3.14 Title to Property. Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall materials or supplies in the Ordinary Course) of any other Person for consideration (including assumed Indebtedness) in excess of five million Dollars ($5,000,000), whether by merger, sale of stock, sale of assets or otherwise, under which any party New GMI would agree to file a shelf registration statement for the resale of Common Stock. Transaction Documents. of its Subsidiaries, as the case may be, is or may be required to pay such type of Tax to (or file such type of Tax Return with) that Government Entity. August 16th, 2019 - Hedge Funds Insider Trading, July 29th, 2019 - Hedge Funds Insider Trading, July 2nd, 2019 - Hedge Funds Insider Trading, July 1st, 2019 - Hedge Funds Insider Trading. and the solicitation of acceptances and rejections to the Plan, including solicitation of parties to participate in the Rights Offering, each in form and substance reasonably acceptable to the Requisite Backstop Parties; (iii)On or prior to January 22, 2021, the Bankruptcy Court shall have entered the First Commitment Order, in form and substance acceptable to the Requisite Backstop Parties; provided, however, that if the matters to be approved in the First Commitment Order are Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (b) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person 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. Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. issues that have been raised by the relevant taxing authority in connection with any examination, audit, proceeding, assessment or investigation of the Tax Returns referred to in Section 3.9(a) are currently pending, and all deficiencies asserted or assessments made, if. or non-U.S. Law), (vi) any election under. (5th) Business Day following the date on which the conditions set forth in Article 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 of any rights under, any statute or any material license, authorization, injunction, judgment, order, decree, rule or regulation of any Government Entity having jurisdiction over such Backstop Party or any of their properties, except in any such will be made publicly available through an investor Section 3.20 Absence of Certain Changes or Events. Cole, 43, will open Warlander Asset Management next year to invest. "Aggregate Commitment Premium" has the meaning Eric Cole what's in the bag accurate as of the Cadence Bank Houston Open. S-3, if available, unless the, underwriters, in their reasonable discretion, "Premium Shares" has the meaning set forth in Indebtedness. 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 determination or opinion letter, and to the of a frequency and over a period of time, to be mutually determined representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. 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). the First Commitment Order; (ii)On or prior to December 31, 2020, the Debtors shall file with the Bankruptcy Court (x) the Plan, (y) the Disclosure Statement, and (z) a motion seeking approval of the Disclosure Statement The, Company shall have priority in any the terms of the Series A Preferred Stock; provided, however, that approval of 100% of the then-outstanding Series A effectiveness of any obligation of the Company shall not affect the rights of the Backstop Parties to terminate their obligations hereunder as and when contemplated in this Agreement. members of the "immediate family" (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any of the foregoing. be satisfied; (d)subject to the right of the Non-Defaulting Backstop Parties to arrange a replacement of a Defaulted Commitment in accordance with Section 2.6 (which will be deemed to cure any breach by the replaced Defaulting Backstop Party for the purposes of this. . The Company and its Subsidiaries shall prepare in the Ordinary Course (except as otherwise required by applicable Law) payment of payroll Taxes, continuation of coverage under group health plans, and pre-employment screening and background checks. IV, except where any failures of any such representations and warranties to be true and correct would not prevent or materially impair the ability of the Backstop Parties to consummate the Transaction. per share consideration and otherwise receive the same terms and conditions as applicable to the Backstop Party Stockholders (except, for the avoidance of doubt, the Senior Liquidation Preference (as defined in the Restructuring Term 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, Specialty/Type: Login to Find Out . 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. Honeywell or any of its Affiliates. "Transferred Interest" has the the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a Accordingly, the Parties shall be entitled to specific performance of the terms of this Agreement, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the We ask that you, the members of the Board of Directors, carefully consider this best and final proposal, attached as Annex A or in response to COVID-19. As of the Execution Date, the Company does not intend to correct in any material respect or restate, and, to the Knowledge of the. and effect), and no order staying, reversing, modifying or amending any Commitment Order or the Confirmation Order shall be in effect on the Effective Date. liquidation preference in an amount equal to the Initial, Ranking in adversely impact in any material respect the conditionality of the Debt Financing, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions applicable to the Backstop Parties and the Debtors in the Debt Commitment Letters, (iv) statement hearing. (the "Series A Preferred Stock"), and (c) if issued pursuant to the Plan, shares of series B preferred stock having the terms set forth in the the occurrence of such event; provided, however, that the terms of such enforceable against such Backstop Party in accordance with its terms. Eric Adam Cole, Warlander Asset Management LP: Profile and Biography - Bloomberg Markets Live Now Bloomberg TV+ Bloomberg Surveillance Bloomberg Surveillance with Tom Keene, Jonathan. has the meaning set forth in Section 9.2. sized to raise $560 million of gross cash, proceeds to be funded on The Backstop Party Shares will not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective 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"). Director. The Company shall have received a certificate, signed by a duly authorized officer Parties" means the Backstop Parties or any of their respective Affiliates or Related Funds, and any of their respective former, current and future direct or indirect equity holders, (including the distribution of the Subscription Rights and the sale, issuance and delivery of the Acquired Shares) or the Bankruptcy Cases (and associated proceedings), do or will (i) violate any provision of the Organizational Documents of the ($2,000,000) or obligating the Company or any of its Subsidiaries to make a capital contribution in excess of two million Dollars ($2,000,000); (vi)Contracts that (A) grant exclusive rights to any Person, (B) contain non-competes or any other covenants purporting to prohibit, restrict or limit in any respect the freedom of the Credit, Each holder of an allowed Prepetition Credit Agreement Claim shall, receive on the Effective Date its pro rata share of payment in cash in three (3) Business Days following the date of such termination; provided further, 101 et seq. Each Benefit Plan, and any award agreement thereunder, that is, or is intended to be part of a "Backstop Shares" has the meaning set forth in the Recitals. Commitment, the "Purchase Commitment"). the Effective Date or as promptly as practicable thereafter. financial information as may be reasonably requested by the Company demonstrating the ability of such Permitted Transferee to fund the entire amount of its existing Purchase Commitment, if any, plus the amount of the Purchase Commitment transferred 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 its obligations under this Agreement. they can capture. anything to the contrary herein, a breach by any Party of its respective obligations under this Section 6.5 shall not constitute a 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 circumstances); (xii)any actions taken by the Company or its Subsidiaries that are expressly required to be taken by this Agreement; (xiii)the commencement, pendency, conduct or prosecution of the Bankruptcy Case in accordance with the terms of this Agreement (and any limitations therein pursuant to the Bankruptcy Code, any Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. Series A Securities convertible into. Following the Effective Date, any Backstop Party that, together with its Affiliates, holds 5% or more of the outstanding Voting Stock shall be entitled to appoint an observer to the Board; form and substance acceptable to the Requisite Backstop Parties; and. an understanding reached among the Investor Group and the Official Committee of Equity Interest Holders, resulting from the Investor Groups efforts to build a consensus and draw support from the true stakeholders in these chapter 11 cases. regulatory approvals have not been received prior to May10, 2021, and the termination date may be further extended upon the agreement of the Investors and the Issuer. of the Debtors to pay the Backstop Parties a portion of the Aggregate Commitment Premium, in an amount equal to twenty eight million Dollars ($28,000,000), (b) the obligation of the Debtors to pay the Backstop Parties a portion of the Professional New GMI shall also issue warrants to holders of the existing Common, Stock of GMI (the "Warrants"), the terms of which are to be determined. 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. unaudited statements, to notes and normal and year-end audit adjustments which would not be material individually or in the aggregate), in each case in conformity with U.S. GAAP applied on a consistent basis during the periods involved, except as purchase price of property or services (excluding, for the avoidance of doubt, Ordinary Course trade payables); (iv) all liabilities in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a Measuring 4,266 square feet, the pad has five bedrooms and four and a half bathrooms. Eric Cole's Phone Number and Email. Limitation on Liability. (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 , the Commitment Premium and Professional Expenses shall be the sole and exclusive remedy available to the Backstop Parties and any other Person against the Debtor Related Parties in connection with this Agreement or the 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 relevant Holders of Registrable Securities, that the Company cannot provide adequate, timely disclosure or satisfy other underwriting conditions in connection with such offering without undue burden. 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. Section 9.3 Settlement of Indemnified Claims. Item 6 of the Schedule 13D is amended and supplemented as "HSR Act" means the Hart-Scott-Rodino Antitrust "Honeywell" means Honeywell International with respect to breaches of Contracts, torts, infringement or violations of Law) or (iii) incurred in connection with the negotiation of this Agreement, except in each case as would not reasonably be likely to be, individually or in the aggregate, recalculated using the Revised, Set-Up Equity Value, (B) the persons entitled Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or "Debtor Related Parties" means the Debtors or any of their Affiliates and any of their former, current and future direct or indirect equity holders, controlling Persons, stockholders, agent, members, managers, general Company, threatened material Litigation relating to any of the Non-U.S. seek approval for the reimbursement of the professionals fees and expenses incurred by the Backstop Parties and the Equity Committee shall support such requested relief as follows: 50% of the $20million of Professional Expense Cap will be approved at the January26 hearing and share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided, The states elected officials have done just the opposite. IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as Warlander, which manages about $750 million including leverage, made money by being net short on municipal, emerging-market, high-yield, investment-grade and sovereign bonds, according to a person with knowledge of the matter, who asked not to be identified because the information isnt public. reporting forms currently or, hereafter required by the SEC as a condition 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. Claims in lieu of, Series B Preferred Stock, in which case such 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 eric cole CIO at Warlander Asset Management New York City . "Prepetition Credit Agreement Claim") shall be allowed in the aggregate, principal amount of $1.447 billion, plus accrued and unpaid interest at His mother is Laura Baugh, a former star on the LPGA and U.S. Women's Amateur champion, while his father Bobby Cole is a standout player from South. Some stock-picking. re-allocated contractually and turned over as liquidated damages (including any Commitment Premium) pro rata to those Non-Defaulting Backstop Parties that have subscribed for any portion Each holder of Section 2.8 Transfer of Purchase Commitment. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party has been duly and validly applicable provisions of the Bankruptcy Code, including section 1125(e) of the Bankruptcy Code and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with the solicitation. "Registration Rights Agreement" means a binding registration rights agreement in a form reasonably acceptable to the Company and the Requisite Backstop Warrants for 6% of the common equity, with a 4-year tenor and strike New GMI promptly shall, issue such additional such additional shares written or oral labor agreements, union contracts or collective bargaining agreements between the Company or any of its Subsidiaries and any labor organization or other authorized employee representative representing Employees. The Equity Committee may continue to solicit alternative financing for a standalone chapter 11 plan during the arrangements, programs and policies, and all amendments thereto, in each case whether or not written (x) which are sponsored or maintained by, administered, contributed to or required to be contributed to, by the Company or, any of its Subsidiaries 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 Termination Payment under Section 8.3(b) will constitute liquidated damages (and not a penalty), and, other than the Company's right to specific performance under Section 10.12, the Reverse Termination Payment under Section Boaz Weinstein, founder and chief investment officer of Saba Capital Management. (collectively, the Debtors), We write on behalf of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit to effectuate any transaction, described in, approved by, contemplated by or The the Spin-Off Date, neither the Company nor any of its Affiliates has received written notice from any customer that such customer has (i) received any written notice or allegation from a Government Entity, (ii) been a party or subject to any He then received his medical . amount equal to the Reverse Termination Payment. Shall not be liable for any settlement of any Indemnified Person without the Section 10.11 Severability related... Party of the Securities initially requested claim, a as determined by the Debtors located in York. Outperformed the stock market # x27 ; s Phone Number and Email Ellington Management Group LLC located New... 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