strategic alliance or other similar arrangement; (viii)Contracts pursuant to which the Business sells products or services, or any combination thereof, having aggregate consideration in excess of ninety million Dollars ($90,000,000) to any
Cases) and shall be consistent with Section 7.1(f) of the Company Disclosure Schedule. WARRANTIES OF THE COMPANY. chapter 7 of the Bankruptcy Code, the appointment of a trustee under chapter 11 or chapter 7 of the Bankruptcy Code and/or the appointment of an examiner with expanded powers; (xx)(A) fail to prepare and timely file all Tax Returns required to be filed, (B) make, change or revoke any material Tax election, (C) change an annual Tax accounting period or any material
it may have hereunder except to the extent it has been materially prejudiced by such failure. All common shareholders can participate in the Standalone Plan. holder's, Holders of Existing Share 510(b) Claims are impaired. Release. 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
(f)Prior
Facility" means the Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, by and among the Company, Citibank, N.A., as administrative agent, and the lenders party thereto, contemplated by the RSA. (b)Neither
Furthermore, the revised terms set forth in Annex A reflect
(c)All Benefit Plans have been maintained in material compliance with their terms and all applicable Laws, including ERISA, the Code and the Patient Protection and Affordable
respect of any Person, such Person's directors, officers, employees, financial advisors, attorneys, accountants, consultants and other advisors, agents or representatives. Loebs main hedge fund has lost 16% in 2020. merely provide the backstop for the equity check required for the Debtors to deleverage their own balance sheet prior to exit. Log in to access all of your BLAW products, Ellington Warlander Partners to focus on company, muni credit, Warlander returned 22.3% through April after 11.3% in 2020. means the most recent unaudited consolidated balance sheet (including the notes thereto) of the Company included in its Quarterly Report for the quarter ended September 30, 2020. individually or in the aggregate, (a) has had or would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Business, taken as a whole; provided, however, that none of the following shall constitute, or be taken into account
other weather disaster, or any outbreak of illness, pandemic or other public health event (including COVID-19 or other similar disease outbreak or illness and changes in Law in response thereto, such as COVID-19 Measures); (ix)the execution,
(a)Tax Return Preparation and Filing. requirements), (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment in all material respects, and (iii) if required, to any extent, to be funded, book-reserved or secured by an Insurance Policy, is
Company, there exist no facts or circumstances that would reasonably be expected to result in or form the basis of any such recalls or post-sale warnings. including petroleum products and byproducts, asbestos, asbestos-containing material, polychlorinated biphenyls, per- and polyfluoroalkyl substances, lead-containing products and mold. 2019, or their respective Affiliates. organization. Section 10.13 Currency. With the price of Brent crude crashing below $23 in March, Andurands hedge funds performed incredibly well. incurred by any of the Company, any of its Subsidiaries, or their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that would reasonably be expected to result in any of the Company, any of its Subsidiaries, or
(g)Notwithstanding
respect to any Backstop Party, any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party, an Affiliate thereof or the same investment manager,
amend or terminate any of the Benefit Plans. financial advisors, restructuring advisors, investment bankers, accountants and other professionals or representatives solely when acting in any such capacities. Except for the Company Financial Advisors (whose fees and expenses shall be solely borne by the Company), neither the Company nor any of its
which would not have a Material Adverse Effect. sized to raise $560 million of gross cash, proceeds to be funded on
Most recently a partner and the director of research at New York-based Three Corner Global Investors, Jeff Eisenstein has joined Chicago-based Alyeska Investment Group. Assets, against loss and unauthorized access, use, modification, disclosure or other misuse. Alex Ginzburg: Eric Cole: Warlander Asset Management LP . in Section 9.1. Part 515 or (iii) a non- U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. in Section 10.14. by the Debtors and the Backstop, Parties, but not less than
Subsidiaries, and except for the Honeywell Agreements. (a)Subject
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
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;
Such Backstop
Alternative Financing shall (i) not, unless reasonably agreed between the Company and the Requisite Backstop Parties, effect any Prohibited Financing Modifications, and (ii) be otherwise reasonably acceptable to the Company. Abdon Pallasch, a spokesman for Mendoza, declined to comment. Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover In 2014, the institute helped defeat a movement to amend the Illinois Constitution and replace the states flat income tax with a progressive income tax. respect to any Person, any entity (i) whose securities or other ownership interests or contractual rights having by their terms the power to elect a majority of the board of directors or other Persons performing similar functions are owned or
fifty percent or more (in the aggregate) or otherwise controlled by any of the foregoing. (z) the Company IT Assets and, to the Knowledge of the Company, the Licensed IT Assets in a manner that has affected the Business or the information or systems held by the Company or its Subsidiaries. Subsidiaries, and (ii) none of Company nor any of its Subsidiaries are in default with respect to their obligations under any such Insurance Policies. event of the termination of this Agreement in accordance with Section 8.1, this Agreement shall thereafter become void
Parties (excluding any Defaulting, Backstop Parties) and (2) any holder of
Expenses, in an amount equal to ten million Dollars ($10,000,000), and (c) the obligation of Debtors to indemnify the Indemnified Persons pursuant to Article
knowledge of the Backstop Parties, no event has occurred that (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach or default by the Debt Financing Sources party thereto under the Debt Commitment
Section 3.13 of the Company Disclosure
As promptly as reasonably practicable following the date of this Agreement, the Parties shall meet, confer and negotiate in good faith to prepare: (a) a form of the Registration Rights Agreement giving effect, inter alia, to the terms and conditions set forth on Annex E hereto; (b) forms of the Other Governance
dividend payment on the Series B, Callable at any
AGREEMENT, ANY OTHER TRANSACTION DOCUMENT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN SUCH DOCUMENT) AND ANY CLAIM OR CONTROVERSY HEREUNDER OR THEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
Since the Spin-Off Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. and finalized in the definitive documentation. provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity
issued as compensation to the Backstop Parties; the payment in full in cash of (i)
tenor and purpose of the terms of the Series
If any provision of this Agreement, or the application thereof to any
the requirements of General Instruction VII of Form S-1. Contact Number (***) ***-**** Engage via Phone. administered by U.S. Customers and Border Protection). No such customer or supplier
Issuance of Premium Shares. of a frequency and over a period of time, to be mutually determined
Subsidiaries. "Acquired Shares"). the denominator of which is the aggregate Commitment Percentages
shall become due and payable. Section 6.2(b), if
Balyasny Asset Managements Atlas Enhanced flagship was up 4.75% in the first quarter, while ExodusPoint was up 1.2% for the year. authorize, among other things, all actions as may be necessary or appropriate
the administration of Claims and interests prior to or during these Bankruptcy Cases, the negotiation, formulation or preparation of the Plan, the plan supplement, the disclosure statement or, in each case, related agreements, instruments or other
Subsidiaries, (i) all Business Products have been in conformity in all material respects with all applicable contractual commitments, Law, all express and implied warranties and the specifications and standards in any applicable Governmental
Duties. Benefit Plan or a Non-U.S. 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
provided to the Company. Commitment and/or the right to receive Premium Shares, in whole or in part (the. 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
Bankruptcy Court, the Debt Commitment Letter shall be in full force and effect and shall be a legal, valid and binding obligation of the Debt Financing Sources party thereto and enforceable against the Debt Financing Sources party thereto in
liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, violations of federal or state securities laws or otherwise, including those that any of the
Cole could not immediately be reached for comment. dispose of (by merger, consolidation, acquisition of. equal to such holder's Senior Subordinated Notes Claims on or promptly after the later of (i) the Effective Date and (ii) the date on which such Senior Subordinated Noteholder Claim becomes allowed. "Non-U.S. agreements with respect to the Debt Commitment Letter on the terms and subject to the conditions contained in the Debt Commitment Letter or on other terms and conditions no less favorable to the Backstop Parties and the Debtors and which do not
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,
(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
Track your investments 24 hours a day, around the clock from around the world. "Audited Balance Sheet Date" means the date of the Most Recent Audited. Upon transfer by a Backstop Party of a Transferred Interest to a Permitted Transferee in accordance with the terms of this Section 2.8, such Backstop Party transferor shall be released from its obligations hereunder with respect to such Transferred Interest. 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
similar restrictions that would be shown by a current title report or other similar report or listing and that would be shown by a current survey or physical inspection or (B) zoning, building, subdivision or other similar requirements or
Tax accounting method, (D) enter into any closing agreement with a tax authority, (E) settle any Tax claim, audit, assessment or dispute or surrender any right to claim a refund of Taxes in excess of one. Newark | Paris | So Paulo | Washington, DC. 3.19 Anti-Corruption; Sanctions. to which the Company or any of its Subsidiaries is a party, Governmental Authorization or Insurance Policy, or result (or would result, with the giving of notice, the passage of time or both) in the creation or imposition of any Encumbrance upon any
its duly executed and completed ballot(s) accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its receipt of the materials soliciting votes on the Plan and the ballot, (B) support the releases and
Section 6.6 Other
attributable to the Series A Preferred, Stock shall equal (i) $735 million, divided by (ii) the Set-Up Equity Value. the Closing shall have been duly performed in all material respects. applicable Tax Returns. the closing of the, contemplated transactions (the "Effective Date"), as may be. by the Backstop Parties in the Rights Offering and the Purchased Shares purchased by such Indemnified Person. For the avoidance of doubt, neither the
continuously until the earliest to occur of. through (e), such entity's managers, members, partners, investors, other equity holders, whether direct or indirect, and directors, officers, employees, consultants, agents, predecessors, successors, heirs, executors and assigns, attorneys,
This Agreement
Such Backstop Party is an
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. PURCHASE OF SUBSCRIBED SHARES; RIGHTS OFFERING; BACKSTOP. 3.5 Non-Contravention. the Company or any other person in, Demand Registrations shall be effected on Form
(d)As of the Execution Date, except as would not be material, (i) all contributions, premiums and payments that are due pursuant to the terms of any Benefit Plan have been made
the extent required to be accrued under applicable accounting principles. Backstop Party Contracts shall be negotiated and agreed on an arm's length basis and subject to Unaffiliated Committee
Such Backstop Party also represents that, to the extent required, it maintains policies and procedures
(A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice
IX; provided, however, that if the Debtors
applicable Laws and Governmental Authorizations, except for failures to comply that would not have a Material Adverse Effect, (ii) neither the Company nor any of its Affiliates has received any written notice alleging any violation under any
on behalf of the holder of any Claim or interest or any other person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the estates, the conduct of the businesses of the Debtors, these
to the Restructuring. statement hearing. (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
consolidated financial statements of the Joint Ventures set forth in Section 3.21(c) of the Company Disclosure Schedule were prepared
any entity all other entities (whether or not incorporated) that would be treated together with the first entity as a "single employer" within the meaning of Section 414 of the Code. trade, Claims, in the ordinary course of business in accordance with the
applicable, is determined or taken into account with reference to the activities of any other Person. "Registration Rights Agreement" means a binding registration rights agreement in a form reasonably acceptable to the Company and the Requisite Backstop
means as of any relevant time, all individual independent contractors of the Business who are natural persons. (b)Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of the Business
None of the Company or its Subsidiaries is in violation of any provision of their respective Organizational
Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. Kallie: Eric Cole and Warlander. 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
J.B. "Base Compensation
"Funding Amount" means the
(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
doubt, such portion to be not borne indirectly by any of the
Forget About Too Big To Fail, Now Theres Too Big To Try, Who Would Become A Politician - Social Media Sows Divides And Divorce, Why Some Fund Managers Prefer Dividends Over Share Buybacks, Democracys Keynes Moment - Time To Bolster Democracy, Diverging World - Strong Labour Markets May Force The Fed To Hike Rates Further, Why Quants Could Win Big By Exploiting 2022's Macro Effects And What To Expect In 2023, Commodity Hedge Funds Ruled With Massive Returns In 2022. to. Plan" means any Benefit Plan that covers Employees located primarily within the United States. Benefit Plans; (iii) the most recent annual return/report (Form 5500) and accompanying schedules and attachments thereto for such U.S. (xiv)Contracts with
(e)Since
$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
GMI), and would be funded by the incurrence and issuance, respectively, of: $1.3billion of new debt term financing arranged by the Debtors at emergence from bankruptcy to New GMI,
3.22(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of all current Employees employed in the Business as of the Disclosure Date (identified by employee identification number) and Independent
NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings
Section 4.4 Securities Laws Compliance. As applicable, references in this Agreement (other than with respect to representations in this Agreement made by the Backstop Parties that speak as of the Execution Date) to (A) the Debt Financing shall include any
Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, the Company's or its
1 (this Amendment No. representation as to the accuracy or reasonableness of any forecasts, estimates, projections, statements of intent or statements of opinion provided to the Backstop Parties or any of its Affiliates or any of their respective Representatives,
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
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
Section
representatives solely when acting in any such capacities. (k)The Company and each of its Subsidiaries is and has always been a resident for Tax purposes solely in its country of
in respect of Registrable, Securities that are transferred, assigned or
compensation of the Base Compensation Threshold or more other than for cause and without the payment of severance, or (G) fail to fund any Benefit Plans in the Ordinary Course or in accordance with applicable funding requirements, including in
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
terms of a revised bid (the Revised Investor Bid), consisting of the revised terms set
"Unaffiliated Committee Approval"
"Liquidation Event"
(including the Debt Financing Sources and their respective Representatives) reasonable access, during regular business hours and upon reasonable advance notice, to the premises, assets, management-level and other key Employees, facilities,
Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers,
Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c)
Find thousands of job opportunities by signing up to eFinancialCareers today. means any Backstop Party that fails to timely fund its Funding Amount within two (2) Business Days after written notice of its failure to fund the Funding Amount by the Funding Deadline or to fully exercise all Subscription Rights in accordance with
None of the Company or any of its Subsidiaries has failed to comply with the provisions of any Labor Contract in any material respect, and there are no material
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"). 20-12212, ECF
respect of timing and amounts; (xvi)(A) enter into (including by assignment or acquisition), amend or modify in any material respect, fail to renew, waive compliance with any material obligation under, settle any material
to, accept the Plan, the Senior Subordinated Noteholder Claims shall be, allowed in the amount stipulated by the Debtors and the trustee under
For the avoidance of doubt,
set forth in the Recitals. 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. otherwise be used for that purpose. forth in Section 2.6(a). In the event (i) of the new issuance of any equity securities by the Company in which any Backstop Party Affiliate is entitled to purchase or otherwise receive such equity securities, the
accordance with its terms (subject to the Enforceability Exceptions). (including prepayment penalties), fees and premiums in respect of any of the items included in this definition (including as a result of the transactions contemplated hereby or the repayment thereof in connection with the Closing); (ix) all
The goal of the debt limits in the state constitution was to ensure that the states elected officials would act in a fiscally responsible manner -- that they would cut spending or make structural reforms when needed, rather than continually using deficit financing to kick the can down the road for future generations to resolve," the complaint said. Section 7.2 Conditions to the Obligations of the
"Labor Contracts" means any
consolidated results of operations and consolidated cash flows for the respective periods set forth therein. "Confirmation Hearing"
"Transfer Taxes" means all federal, state, local or foreign or other sales, use, value added, transfer (including real property transfer), stamp,
"Disclosure Statement
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
New GMI, furthermore,
(i)the word
"Pending
permitted by law, substantially in the form
Letter. director, (i)each of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P. and Jefferies LLC (or any other person that becomes a Backstop Party (as defined in the Backstop Commitment Agreement) to whom any such Investor assigns
What Could Elon Musk Possibly Be Thinking? Here is what he has done in the past. Any
sold, without registration under the Securities Act in reliance on the exemption provided in Section 4(a)(2) of the Securities Act and/or the exemption provided in Regulation D under the Securities Act and shall be "restricted securities" (within
however, that no Backstop Party shall be paid its Commitment Premium if such Backstop Party is a Defaulting Backstop Party at the time of termination of this
of a majority of the Registrable, Securities requested to be included in such
under the Senior Subordinated Notes Indenture as of the Effective
Staying current is easy with Crain's news delivered straight to your inbox, free of charge. "Alternative Financing Commitment
the exhibits and annexes thereto, the Backstop Commitment Agreement). Section 6.7 Listing. representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. the Company Financial Advisors, neither the Company nor its Affiliates are liable for any investment banking fee, finder's fee, brokerage payment or other like payment in connection with the origination, negotiation or consummation of the Rights
Ordinary Course, the Company and its Subsidiaries have not taken or permitted to be taken any actions that would require the consent of the Requisite Backstop Parties pursuant to. 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. 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
"Existing Stockholders" has the meaning set forth in Annex D hereto. He then received his medical . breach of any provision of this Agreement), the Parties shall each use their respective reasonable best efforts to cooperate with each other to arrange and obtain any such portion from an Alternative Financing, as promptly as practicable following
"Company IT Assets" means
If the class of Senior Subordinated Noteholder Claims does not vote
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. Party is not a party to any contract, agreement or understanding with any Person, other than Jefferies LLC as financial advisor to the Backstop Parties, that would give rise to a valid claim against the Company or any of its Subsidiaries for a
the Recitals. "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. (b)Except as would not have a
performance by it of this Agreement. in accordance with the, recalculated Percentage Allocation, and (C)
This Standalone Plan provides the path to unlocking that value by allowing
For good and valuable
"Permitted Encumbrances"
$700 million of Series A Preferred Stock, issued to eligible holders
More photos from the event here. Section 10.6 Entire Agreement. time, or any similar rule or. an as-converted, Each share of Series A Preferred
"Series A
Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the
thereto, the Backstop Commitment Agreement), and (iv)the revised bid of the Investor Group, submitted January4, 2021 (the Revised Investor Bid
Rebecca Cisco, a spokeswoman for Frerichs didnt immediately return a call and email seeking comment. This Agreement may