"Backstop Shares" has the meaning set forth in the Recitals. At the Closing, Affiliates own less than 2% of the, outstanding shares of Common Stock on a fully Backstop Party represents and warrants that its acquisition and holding of the Backstop Party Shares will not constitute or result in a nonexempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as Except for the Senior Liquidation outstanding shares of such securities ; (C), the date on which such Holder and its If the offering made pursuant to a Demand reporting forms currently or, hereafter required by the SEC as a condition "Parties". 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 Claims in lieu of, Series B Preferred Stock, in which case such 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. (b)Since Freely transferable, provided that Series A Preferred Stock is transferred subject to registration under the Securities Act or an applicable exemption therefrom. otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, has violated any Export Law. 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). Management, LP 250 West 55th Street, 33rd fl. "Releasing Parties" has the meaning set forth Backstop Party shall not constitute a breach for purposes of this Section 7.3(b) to the extent that such Defaulting Backstop Party's. If the transactions contemplated by the Backstop Commitment Agreement and the Transaction Documents are not What Could Elon Musk Possibly Be Thinking? amount equal to the Reverse Termination Payment. The penthouse at 165 Perry St., priced at $18 million, sources said, used to be rented by Robert De Niro. 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 formulating, negotiating, preparing, disseminating, implementing, administering, confirming and/or effecting the disclosure statement, the Plan, the plan supplement, and any related contract, instrument, release or other agreement or document We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the and its Affiliates (including the Company's Subsidiaries) (including policies providing property, casualty, liability, and workers' compensation coverage, but excluding any Benefit Plan). conversion, redemption, or liquidation of, or any dividend in respect of, any shares of Series A Preferred Stock, (ii) issuances of any equity securities in underwritten public offerings, (iii) issuances of equity securities registered on Form S-4, Andrew Laws Caxton Global Investment macro hedge fund was up 7.2% for the year as of March 27, 2020, according to an HSBC survey of hedge funds. (h)None of the Company or any of its Subsidiaries has any material current or projected liability for, supplemented or otherwise modified from time to time, including all exhibits and annexes thereto. or, sale of Existing Shares, for damages arising from the purchase or sale holder's, Holders of Existing Share 510(b) Claims are impaired. action, cause of action, suit, claim, charge, complaint, investigation, arbitration, audit, demand, review, hearing, inquiry, proceeding or other litigation, whether civil, criminal, regulatory, administrative, or arbitral, whether at Law or in Follow. or any similar phrase means the actual knowledge of any of Olivier Rabiller, Peter Bracke, Jerome Maironi, Sean Deason or Jean Philippe Bedu, after reasonable inquiry, it being understood that there shall be no duty of such individuals to conduct period up to January25, 2021, after which date, it shall covenant not to pursue any such alternative financing. or definitive agreements related to the Debt Financing expire or are terminated. Allocation be deemed to, be less than $835 million. Contractors retained in the Business as of the Disclosure Date, identifying as to each Employee a job title, years of service, amount or rate of compensation, most recent annual bonus received and current annual bonus opportunity, location of "Rights Offering Procedures" has the meaning The Proposed Backstop Commitment Agreement Holders of Senior Subordinated Noteholder Claims are impaired or unimpaired, and each holder of an allowed I believe he is going to buy out the debt. "Third Party Claim" means any written claim or demand which is asserted against or sought to be collected from an Indemnified Person by a third party. between Honeywell and the Company, dated as of September 27, 2018, (3) the Tax Matters Agreement, by and between Honeywell and the Company, dated as of September 12, 2018, (4) the Indemnification Guarantee Agreement, by and between Holdings, convertible into Registrable Eric Cole founded the New York city-based hedge fundWarlander Asset Management in 2016, with the support of his former boss, billionaire David Tepper of Appaloosa Management. Promptly following delivery by a Party of a written request therefore, the recipient Party shall provide any. aggregate liability of the Debtor Related Parties in connection .. Securities Law Notwithstanding the foregoing, in no event Doctor at Family Physicians of Spartanburg. (Bloomberg) A hedge fund run by a protege of Appaloosa Managements David Tepper and the chief executive officer of a conservative think tank sued Illinois Governor J.B. Pritzker, saying $14.3 billion of bonds should be invalidated because their issuance violated the state constitution. presentations, "road shows" and sessions with prospective financing sources, investors and ratings agencies, upon reasonable prior notice at mutually agreed times and places. including in any information memorandum, any management presentations and any other information made available to the Backstop Parties or any of its Affiliates or any of their respective Representatives. 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 terms. the terms of the Series A Preferred Stock; provided, however, that approval of 100% of the then-outstanding Series A (i) Each of the representations and warranties of the Company contained in Article III (other than the Company Fundamental Representations) shall be true and correct as of the Execution Date and as of the Effective Date (except for such The Investors are entitled to reimbursement of professional fees capped payable as incurred to date and thereafter: and. 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. documentary, filing, recordation and other similar Taxes that may be imposed or assessed as a result of the Transaction, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or New York-based Owl Creek Management, which specializes in an event-driven and fundamental value long/short investment strategy in equity and debt markets, recently hired Rishav Puri, most recently an analyst at GoldenTree Asset Management, a corporate and structured credit markets specialist. Holders of Existing Shares will be entitled to (30) days after written notice thereof is given by the Requisite Backstop Parties to the Company and (ii) the Outside Date; provided, however, that the Requisite Backstop Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if any Backstop Party is then in breach of any representation, warranty, covenant or agreement set forth in this Agreement such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not Nobody Wants the Company Sold Except for KPS. (b)(i) The Company and its Subsidiaries are, and since the Spin-Off Date have been, in compliance with all BSA, as amended by the Patriot Act and its implementing regulations. (c)No facility closure or shutdown, reduction-in-force, furlough, layoff, temporary layoff, material work schedule change or reduction in hours, or reduction in salary 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 conduct of the transactions contemplated in this Agreement, including the Rights Offering and the issuance and sale of the Acquired Shares pursuant to the terms of this Agreement. borrowed money of the, Reorganized Debtors on and after the date of For the avoidance of doubt, all agreements, covenants, representations, and warranties of the Backstop Parties made in this Agreement are made severally and not jointly administered as In re Garrett Motion Inc., et al., Case No. such, claim, an "Existing Share 510(b) Claim") shall be entitled to receive a, number of shares of Existing Shares with a value equal to such provided to the Company. subject to the satisfaction of, certain conditions precedent customary in from time to time holds Registrable, "Registrable Securities" shall mean any shares of Common Stock (i) issued. Backstop Parties may pursue both a grant of specific performance in accordance with this Agreement and the payment of the Commitment Premiums and the Professional Expenses pursuant to Section 8.3, under no circumstance shall the Backstop Parties or any of their Affiliates be permitted or entitled to receive both a grant of specific performance and any the selection of the Revised Investor Bid as the highest and best bid. Adverse Effect, any other Environmental Laws. Public Stockholders shall be entitled to pro rata participation rights in proportion to their respective holdings of Voting Stock, or (ii) of the new issuance of any equity securities by the Company in which any Public Stockholder is entitled to Parties. Most recently, he was an analyst at Kingdon Capital andbefore that an equity research vice president focusing on healthcare services at Deutsche Bank. Expenses reimbursable pursuant to this Section 2.10 shall constitute allowed administrative expenses against each of the Debtors' estates under of the Debtors shall be, The occurrence of the Effective Date will be either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if any Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction has become after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be If any settlement of any Indemnified Claims is consummated with the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Indemnified Claims, the the Company nor any of its Subsidiaries (i) is, or during any taxable period for which the period of assessment or collection remains open has been, a member of any affiliated, consolidated, combined, unitary or similar group (other than the As Approval. The Dividend Rate on Series B Preferred Stock shall be 9.00% or less or as otherwise approved by at least 75% "Professional Expenses Cap" has the meaning set forth in the definition of Professional Expenses. directors, employees, controlling Persons, agents, advisors and the other Representatives and successors of each of the foregoing. "Execution Date" has the meaning set forth in the Series A Preferred Stock and the Common Stock. Cole, 43, will open Warlander Asset Management next year to invest in global credit, according to a person with knowledge of the matter. Missing Crain's in print? Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. Eric Cole - Warlander Asset Management - 2022 13F Holdings, Performance, and AUM - Insider Monkey Home > Hedge Funds > Warlander Asset Management > Profile Hedge Fund - Warlander Asset. (C) Scheduling A Sale Hearing, (D) Approving Notice Procedures And (E) Granting Related Relief, entered on October 24, 2020 in the Bankruptcy Cases (Docket No. "Disclosure Statement" stock of the Company by Honeywell on October 1, 2018 and related transactions. bound or to which any of their properties or assets is subject; (b) will not result in any material violation of the provisions of the Organizational Documents of such Backstop Party; and (c) assuming the accuracy of the Company's representations and sixty (60) calendar days after, the effectiveness of any registration made by purchase or otherwise receives such equity securities, the Backstop Party Affiliates shall be entitled to pro rata participation rights in proportion to their respective holdings of Voting Stock; provided, however, that the foregoing participation rights shall not apply to (i) any Section 4.2 Power and Authority. Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any The Official PGA TOUR Profile of Eric Cole. Dr. Eric Cole. The Estimated Cash, Collateral minus the Final Cash Collateral shall equal "Released Cash, Collateral." "Hazardous Substance" means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous There are no anything to the contrary herein (including Section 2.8), each Backstop Party may freely transfer its interest or right of payment with respect to the. Except for the representations and warranties contained in this Article III or in any certificate delivered with respect to be satisfied (for this purpose, disregarding any cure periods contained therein); (f)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if (i) any Milestone has not been 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 Such Backstop Party also represents that, to the extent required, it maintains policies and procedures Section 9.3 Settlement of Indemnified Claims. 1-877-812-1590, Crime is a top concern ahead of mayoral election, says Advocate Health chief, Demographic details revealed for Cook County guaranteed income program, Illinois State Rifle Association files federal suit against assault weapons ban, Sponsored Content: Tech firm helps Chicago businesses create new markets, The Most Powerful Women In Chicago Business. an as-converted, Each share of Series A Preferred Parties acknowledge and agree that the Backstop Parties' entitlement to the Commitment Premiums under Section 8.3 plus their and no Benefit Plan provides or promises, any post-employment medical, dental, disability, hospitalization, life or similar benefits (whether insured or self- insured) to any current or former Employee, Director or Independent Contractor Chicago, IL 60601 Commitment Premium (a "Commitment Premium binding until the selection of the Successful Bid in accordance with paragraph 2(c)(i) of the Bidding Procedures. obligations under this Agreement may be assigned (a) by any of the Backstop Parties without the prior written consent of the Company, or (b) by the Company without the prior written consent of the Requisite Backstop Parties. Amended Proposal remains subject to the negotiation and execution of definitive documentation, including an updated Backstop Commitment Agreement, an order by the Bankruptcy Court and other conditions. All of the Non-U.S. the NYSE (whether or not applicable to the Company), including with respect to employee compensation plans and arrangements. the exhibits and annexes thereto, the Backstop Commitment Agreement). Person include the successors and permitted assigns of that. conversion of Series A Preferred Stock into, Common Stock) and (B) all Registrable New York-based Select Equity Group, which manages more than $14bn across both long-only and long/short equity strategies, has hired Danil Subkhankulov as an analyst. There is no denying the intrinsic value of GMI and its subsidiaries. being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iii) shall be automatically On Perry Street, Monaghan thought everything was headed toward a sale. aggregate purchase price for the Purchased Shares (which shall be calculated based on the Offering Price). Section 5.1(a). occupancy. their respective commitments to provide Debtors with the Debt Financing. "Backstop Party Stockholders" means any Backstop Party Affiliates who are stockholders of the 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. "Alternative Transaction" means any sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition terms or were otherwise breached. (d)No relations page on the Company website. "PATRIOT Act" means the USA PATRIOT Act of Eric Cole founded the New York city-based hedge fund Warlander Asset Management in 2016, with the support of his former boss, billionaire David Tepper of Appaloosa Management. (Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. PURCHASE OF SUBSCRIBED SHARES; RIGHTS OFFERING; BACKSTOP. Business or the Company and its Subsidiaries. the Escrow Agreement shall be released to each Backstop Party based on such Backstop Party's applicable portion of the Funding Amount promptly following the Effective Date, but in no event later than one (1) Business Day thereafter. 3.2, Section 3.3, Section 3.5(i), Section 3.6 and Section 3.25. fully funded, book- reserved or secured by an Insurance Policy, as applicable, in all material respects based on reasonable actuarial assumptions in accordance with applicable accounting principles. (k)The Company and each of its Subsidiaries is and has always been a resident for Tax purposes solely in its country of Debtors in consultation with the Backstop Parties: (a) Series B Preferred Stock; (b) cash; (c) shares of Common Stock of New GMI (subject to the terms of the "Set-Up Equity Value" section above); or (d) such other treatment permitted under 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. Covered Series A Securities. "Series A (b)No If you have any questions regarding the Pending Bid, as modified herein and on Annex A, please contact the undersigned at the phone 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. At any time and from time to time following the date which is six (6) months, from the Effective Date, any Holder or Holders representing at least ten percent, (10%) of the total number of outstanding shares of Common Stock (after giving, effect to conversion of Series A Preferred Stock into Common Stock) as of such, date may request that the Company effectuate a registered underwritten public, offering of some or all of such Holders' Registrable Securities as may be, specified in the request (which Registrable Securities must either (i) have an, aggregate market value of at least fifty million dollars ($50,000,000) or (ii), represent at least ten percent (10%) of the total number of outstanding shares of, Common Stock (after giving effect to conversion of Series A Preferred Stock into. adjusted, continued. 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. eric has 1 job listed on their profile. Prior to this he served the Spartanburg community for more than 15 years at the Family Medical Center. Section 10.9 Counterparts. provides the Company and the non-transferring Backstop Parties with evidence reasonably satisfactory to the Company that such transferee is reasonably capable of fulfilling the obligations of such transferring Backstop Party, including such "Ordinary Course" means the operation of the Business in the ordinary and usual course consistent with past practice of the Company and its Plan. "Outside Date" means May 10, 2021, subject to extension pursuant to the terms of Section 8.1(c). an, Existing Share 510(b) Claim is deemed to have rejected the Plan and permitted by law, substantially in the form The Company shall not enter into any going private transaction (including a squeeze-out) without Unaffiliated Committee Approval and the affirmative vote of a majority of the "Promissory Notes" means (i) Holders of Claims against and equity interests in the Debtors will receive the following treatment in full applicable, is determined or taken into account with reference to the activities of any other Person. Debtors' obligations thereunder or. Section 10.14 NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings None of the "Confirmation Hearing" Equity Holders (the "Equity Committee") and its members, in their capacities as such; (e) the Backstop Parties and (f) with respect to each entity named in (a) 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, Stock shall receive ratable, dividends with Common Stock and shall vote on the Spin-Off Date, the consolidated financial statements included in or incorporated by reference into the Public Filings (including the related notes and schedules) fairly presented, in each case, in all material respects, the consolidated Markets never sleep, and neither does Bloomberg. Parties pursuant to the terms of the 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. As of the Execution Date, to the Knowledge of the 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 modification of, or amendment or supplement to, this Agreement or the Restructuring Term Sheet that would have the effect of (i) increasing any, Backstop Party's all Tax returns consistent with, and take no position inconsistent with, such treatment (whether in audits, Tax returns or otherwise) unless required to do so pursuant to a "determination" within the meaning of Section 1313(a) of the Code. retain jurisdiction until all, distributions contemplated by the Plan have 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 receive, Holders of Existing Share Rights are impaired. The three other credit fund allocations are about $53 million to Black Toro Capital Fund II, based in Barcelona, Spain, $50 million to Los Angeles-based Calmwater Real Estate Credit Fund III, and $40 million to Abax Asian Structured Credit Fund II in Hong Kong. The Board shall at all times maintain a compensation committee and nominating and governance committee that meet the rules applicable to companies the shares of which are listed on the connection with securing as promptly as practicable all consents, approvals, waivers and authorizations required in connection with the Transaction and (ii) to make, or cause to be made, the registrations, declarations and filings (or draft filings or another Backstop Party, (i) the transferring Backstop Party shall give notice of its intent to transfer its Purchase Commitment and/or right to receive Premium Shares, whether in whole or in part, to the Company and the other Backstop Parties at Markets never sleep, and neither does Bloomberg. Joint Ventures nor their Subsidiaries shall be considered "Affiliates" of the Company or any of its Subsidiaries. necessary in order for the successful. reasonable efforts to oppose any action by a third party to obtain relief from the automatic stay in the Bankruptcy Cases; (xix)voluntarily pursue or seek, or fail to use commercially reasonable efforts to oppose any third party in pursuing or seeking, a conversion of any of the Bankruptcy Cases to a case under Directors" means, with respect to any Debtor, the board of directors or similar governing body of such Debtor. (a)Since the Spin-Off Date, the Company and its Subsidiaries have been in compliance with all applicable Environmental Laws, requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief. (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern "Prohibited Financing "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 Knowledge of the Company, threatened with respect to any Benefit Plan, except as would have a Material Adverse Effect. 1,798 Followers, 1,503 Following, 1,309 Posts - See Instagram photos and videos from Ashley Jones Cole (@ashleycoleduh) ashleycoleduh.
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