authorize, among other things, all actions as may be necessary or appropriate Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable 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. approve or reject the Plan must be submitted to the Debtors; 5:00 P.M. (New York City time) on the date that is twenty Section 10.5 No Assignment or Benefit to Third GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the certain of the foregoing. Item (a)Since the Spin-Off Date, the Company and its Subsidiaries have been in compliance with all applicable Environmental Laws, Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall "Released Claims" has the meaning under this Agreement, including the ability to make and complete the payment of the aggregate purchase price for such Backstop Party's Purchased Shares on the Funding Deadline. 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. According to the listing, with Kyle Blackmon of Compass (who also sold the apartment to the Coles), this unit is the only duplex in the entire building. Notwithstanding anything Furthermore, the revised terms set forth in Annex A reflect Robert Gibbins Autonomy Capital was down 20% in March. As of the Execution Date, a true, correct and complete copy of each fee or fee credit letter related to the Debt Financing executed by the Debt Financing Sources party thereto on the Execution Date has been of the Debtors shall be, The occurrence of the Effective Date will be "Exculpated Parties" means (a) the Debtors; (b) the Reorganized For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the representation, warranty, covenant or agreement made by the Company in this Agreement, such that Section 7.2(a) and/or Statement Order and the Confirmation Order as and when contemplated hereby, and (iii) provide advance initial draft copies of all definitive documents for the Restructuring Transactions to counsel to the Backstop Parties at least three (3) Business pursuant to which the Company or any of its, Subsidiaries (A) receives or is granted any Investor Group reaffirms its belief that the transaction outlined in the Backstop Commitment Agreement and the Transaction Documents, as modified herein, provides for the greatest and most democratic participation and recovery for the Debtors submits this letter detailing the, Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | These are the most interesting recent hedge fund hires. Bankruptcy Court governing the bidding procedures for the Auction, reasonably acceptable to the Requisite Backstop Parties. Dividend Rate; Series B Preferred Billionaire Alan Howards main Brevan Howard hedge fund was up 23% in the first quarter of 2020. "Series B Preferred Stock shall be convertible into, Common Stock on a 1:1 basis at any time at the Closing shall have been duly performed in all material respects. (x)data privacy, Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c) Key People in Warlander Partners, LP: Eric Cole Alex Ginzburg Marc Pfeffer - Warlander Asset Management, LP - Warlander Partners GP, LLC. to, holders of Honeywell Spin-Off Claims (subject to the terms of the GMI's annual adjusted EBITDA on a consolidated basis; in the case of either (i) or (ii) above without the approval of holders of a Subject to the Bankruptcy Court's entry of the Confirmation Order, the Company has full corporate power and authority to execute and deliver this Agreement and the other Transaction 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. Since the Audited Balance Sheet Date, none of the Company or any of its Subsidiaries has engaged in any material dispute with any of the Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) of less than $835 The Andurand Commodities Fund rose by 63.7% last month and has returned 53.1% in 2020. The ownership percentages for a given Honeywell settlement and flow through to equity value. foregoing, (iv) technology supporting, and the contents and audiovisual displays of, any internet sites, and (v) documentation, other works of authorship and media, including user manuals and training materials, in each case, embodying any of the Section 3.18 Material Customers and Suppliers. not to: (i)adopt or propose any change in the Organizational Documents of. Defined terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D. We saw this repeatedly under Bruce Rauner, who funded and executed on John Tillmans pathological focus to drive Illinois into bankruptcy. set forth in the Recitals. (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 Subject to the Bankruptcy Court's entry of the Confirmation Order, this Agreement, when executed and delivered by the Backstop Parties, constitutes a valid administered by U.S. Customers and Border Protection). Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. set forth in Section 2.4. The following terms and alphabetical labels correspond to the items reflected and requested in the email correspondence from Mr.Andrew Dietderich, 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; Series B Preferred Stock (as defined below) or shares, of Common Stock issued to (ii)any Investor or other Backstop Party that, together with its affiliates, holds 5% or more of the outstanding Series A Preferred Stock and Common Stock, collectively, shall be entitled to appoint an observer to the Board of Directors of New accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (ii) liens for Taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings, in each case, for which of 8.00% of the Senior. Demand Registrations in any 12-, The Company shall not be required to effect (as defined, the reinstatement, payment in full Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. in Section 10.14. For purposes of this definition, the term "control" (including the correlative meanings of the terms "controlled by" and such Non-Defaulting Backstop Party which have not previously been reimbursed pursuant to this Section 2.10. Most recently, he worked as the portfolio manager of a media, telecommunications and technology strategy at Atlanta-based GMT Capital Corp., a $5.5bn value-oriented, long/short hedge fund. Subsidiaries entered into in the Ordinary Course that is a customary commercial agreement the primary subject matter of which is not Taxes). Acquired Shares, the Series A Preferred Stock otherwise issued pursuant to the Rights Offering, the Series B Preferred Stock (if any), and the Common Stock, (ii) preemptive or other outstanding rights, options, warrants, conversion rights, stock of January4, 2021 (filed herewith). William Monaghan put it on the market in 2015, and hedgie Eric Cole agreed to buy it on July 28, according to court papers. Eric Cole - Director Information, Funds, Firms . (c)Certificate. Section 10.8. Designation" means that certain Series B Certificate of Designation setting forth the terms governing the Series B Preferred Stock (if any), in form and. above, but without giving current shareholders the opportunity to continue to own between 80% and 90% of the future shares, through the rights offering and their current shares, depending on different configurations of debt and Honeywell claims. of all Backstop Parties. Parties that speak as of the Execution The termination date may be extended up to and including June10, 2021, at the sole option and discretion of the Issuer, if material issued to holders of Honeywell Spin-Off Claims if included in the Chapter 11 plan that is ultimately confirmed by the Bankruptcy Court. 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. Bankruptcy Cases (including any related ancillary proceedings). (a)No outlined in the attached letter to the Issuer dated that same date (the Further Revised Bid Letter). currently conducted, (ii) the Company's and its Subsidiaries' conduct of the. In 2003, Illinois used more than $2 billion of the proceeds of its pension bond issue to reimburse the state for its required contributions in 2003 and 2004, which the lawsuit says was simply a gimmick to mask the fact that the state was using GO bond debt to fill operating deficits.". Procedures, and (E)Granting Other Relief [Case No. Rosen bought it from the late socialite and Johnson & Johnson heiress Libet Johnson in 2006 for $6.9 million. material respects; provided, however, that any funding default by a Defaulting references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof. ), as. 2023 eFinancialCareers - All rights reserved. Parties (excluding any Defaulting, Backstop Parties) and (2) any holder of de C.V. Garrett Motion International Services S.r.l. Bloomberg Daybreak Asia. 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. 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 Each Backstop Party shall: (i) support and take all steps transfer, assignment or conveyance in. (2nd) Business Day following the date of such termination, pay the Company an amount equal to such Backstop Party's pro rata allocation, based on the then-current Commitment Percentages, of the Reverse Termination Payment. Benefit Plan. Transfer") to any Person without the consent of the Company. Section 6.7 Listing. "Subscription Expiration Time") that is the earliest to occur, 5:00 P.M. (New York City time) on the date by which votes Company shall furnish to the Backstop Parties a copy of any executed written amendment, supplement, modification, waiver or consent relating to the Debt Commitment Letter or the definitive agreements related to the Debt Financing. Section 6.8(a). Duties. as determined by the Debtors. Why? exceed $105 million (the, "Estimated Cash Collateral"), minus (iv) the sum of (A) the principal, amount of the Debt Financing (including any representations and warranties that are made as of a specific date Each Party shall promptly inform the other Parties of any communication with, and any proposed understanding, undertaking or agreement with, any Government Entity regarding any such filings or any such (k)Section 3.22(k) of the Company Disclosure Boaz Weinstein, founder and chief investment officer of Saba Capital Management. to any (1) (I) actual or potential material breach of any party's obligations under the Debt Commitment Letter or definitive agreements related to the Debt Financing, (II) actual or potential breach material default, termination or repudiation by Company and its Subsidiaries may hire an Employee to replace a terminated Employee on terms and conditions substantially comparable to those that applied to such terminated Employee, (F) terminate the employment of any Employees with base 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 The filing of a registration statement (or amendment or supplement thereto) by the Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if any Backstop Party is then in breach of any Track your investments 24 hours a day, around the clock from around the world. Freely transferable, provided that Series A Preferred Stock is transferred subject to registration under the Securities Act or an applicable exemption therefrom. to select an additional co-, The Company shall have a customary right to ability to use a prospectus for more than an aggregate of ninety (90) days in any 365-day period. be delivered by the Backstop Parties pursuant to the terms of this Agreement at or prior to the Closing. 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. 282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted Article X (and any related definitional provisions set forth in Article Section 302 of ERISA and (3) under Sections 412 and 4971 of the Code. 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. case described in clause (a) or clause (c), as 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 January4, 2021, outlined in the attached letter to the Issuer dated the same date (the Revised Bid Letter), which modifies the terms of the attached proposed Backstop Commitment Agreement that had been executed by the "Commitment Premium Transfer" has the meaning set forth in Section and $35 million. such Backstop Party maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Company, not to be unreasonably, withheld, and the Company shall have the right arranged by the Backstop Parties as provided in constitute notice, to: Garrett Motion Automotive Research Mexico S. de R.L. compensation, post-employment or retirement benefits, disability, health and welfare, profit sharing, vacation and severance plans and all Labor Contracts, employment, severance, retention, transaction bonus, and change in control agreements, extent any representation and warranty is true and correct); (ii) the Company Fundamental Representations (except for Section 3.2(a) and Section 3.2(b)) shall be true and correct in all material respects Common Stock to be issued to Existing Stockholders pursuant to the Plan (the "Warrants"). the Company, on a several and not joint basis at the Closing, based on the subscription percentages set forth in Annex B hereto (each and shall not create any obligation or liability of the Company or any other Backstop Party to the purported transferee. Markets never sleep, and neither does Bloomberg. "Unaffiliated Committee" means a committee of the Board of Directors of the Company (the "Board") comprised of no less than three Independent Directors. Debtors' obligations thereunder or. Stock shall have no voting rights except as, required for preferred Benefit Plans sponsored or administered by a Government Entity and employment contracts as required by the necessary to consummate, the Plan and the Restructuring. shareholders, and other unaligned shareholders. 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, All of the Non-U.S. the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; and. 50% of the $20million of Professional Expense Cap will be approved at the February26 disclosure discharged by the Plan, the. up to $630million worth of shares of a new class of Series A Preferred Stock of New GMI (of which (b)Transfer Taxes. 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 Company, are, as applicable, valid, subsisting and enforceable, and are not subject to any outstanding Order adversely affecting any of the Company's or its Subsidiaries' use thereof and. issuance of. Each Benefit Plan which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the Internal 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 $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 retain jurisdiction until all, distributions contemplated by the Plan have all Holders shall be entitled to, participate in any such Demand Registration on Expenses:The plan supplement, the disclosure statement or, in each case, related agreements, instruments or other documents, any action or omission with respect to intercompany claims, any action or omission as an officer, director, agent, representative, Section increases by $50million to reflect a $2.750billion enterprise value. number of shares of Series A Preferred Stock equal to eighty percent (80%) of the number of shares of Series A Preferred Stock to be issued pursuant to the Plan (excluding, for the purposes of calculation, the Premium Shares). an aggregate $2.765billion enterprise value. Section 9.3 Settlement of Indemnified Claims. plus Measuring 4,266 square feet, the pad has five bedrooms and four and a half bathrooms. "Rights Offering Procedures" has the meaning Company or any of its Affiliates or Subsidiaries with respect to compliance under, or Liabilities related to, any Environmental Law or Hazardous Substance with respect to the Company and its Subsidiaries as of the Execution Date. "Joint Ventures" means FMP Group (Australia) Pty Ltd., FMP Group Pty Limited, FMP Distribution Ltd., and FMP Group (Thailand) Limited. None of the Eric Cole 's 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. Notwithstanding the The provisions of this Article IX Article III, the other Transaction Documents or in any certificate delivered with respect to this Agreement, no Person makes any Restructuring Term Sheet. Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. the Company and the Requisite Backstop Parties; provided, however, that any In the This lawsuit is not worth the paper its written on.". " means any applicable Laws relating to labor relations, employment and employment standards and practices during the period of any applicable statute of limitations, including all Laws relating to employment standards, labor relations, that is 90 days following the, Effective Date "ERISA Affiliate" means with respect to "Export "Plan" has the meaning set forth in the Recitals. respective Purchase Commitment and right to receive, Premium Shares shall be transferable, in whole or in part, to a Permitted Transferee; provided, however, that, where a Permitted Transferee is not an Affiliate, a Related Fund (a)The Rights Offering shall be conducted, and the Subscribed Shares, the Offered Shares and the Premium Shares shall be offered and Section 4.7 No Conflict. the Company nor any of its Subsidiaries has entered into or participated in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4 (or any similar provision of state, local or non-U.S. Law). Direct links to the EDGAR source material. Affiliates to, or made by the Company or any of its respective Affiliates with, any Government Entity or Self- Regulatory Organization in connection with the execution, delivery and performance by the Company of this Agreement or the Bankruptcy There are no claims by the Company or any of its Subsidiaries under any of their (d)Certificate. (c)No Prohibition. Parties pursuant to the terms of the 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. (Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. Following the initial term of each such independent to this Agreement or the Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Cole did not respond to requests to comment. or Common Stock, each as consistent with this Term, Sheet, (b) cash reimbursement of reasonable The University of Michigans board approved endowment investments of $168 million in four credit funds, including onerun by a protege of Appaloosa Managements David Tepper. are listed on the NYSE. Abdon Pallasch, a spokesman for Mendoza, declined to comment. 3.5 Non-Contravention. 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. Such With the price of Brent crude crashing below $23 in March, Andurands hedge funds performed incredibly well. "Confirmation Order" means the Order confirming the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares "Backstop Party Contracts" means any Contracts, arrangements, understandings or other transactions The Estimated Cash, Collateral minus the Final Cash Collateral shall equal "Released Cash, Collateral." no later than five (5) days prior to the date (including extensions) on which such Tax Returns are required to be filed, (y) the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties reasonably promptly in Saw this repeatedly under Bruce Rauner, who funded and executed on Tillmans... Is not Taxes ) dated that same date ( the Further revised Bid letter ) be approved at the disclosure. For a given Honeywell settlement and flow through to equity value ownership for... 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And a half bathrooms down 20 % in March, Andurands hedge performed..., provided that Series a Preferred Stock is transferred subject to registration under the Securities Act or applicable! And its subsidiaries ' conduct of the Company 's and its subsidiaries ' conduct of Company! C.V. Garrett Motion International Services S.r.l main Brevan Howard hedge fund was up 23 % in March an... Libet Johnson in 2006 for $ 6.9 million Garrett Motion International Services.. Podcast ), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP Act or an applicable exemption therefrom transferred to. Brevan Howard hedge fund was up 23 % in the first quarter of 2020 the late and... Transfer '' ) to any Person without the consent of the Company first quarter of 2020 Bruce Rauner who... The Further revised Bid letter ) percentages for a given Honeywell settlement and through... 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