Stock, on a fully diluted. 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
to receive Series A, Preferred Stock on the Effective Date shall be
Prohibited Financing Modifications. Section 7.3(b) have been satisfied. Section 10.1
related plan of reorganization or disclosure statement or (3) any actions approved by the Bankruptcy Court); (xiv)the availability or cost of equity, debt or other financing to the Backstop Parties or any of its Affiliates; or. Duties. rights to purchase Series A Preferred Stock for, cash to holders of Existing
Execution Date (including market flex provisions), or agree to any term (including any market flex term) less favorable to the Backstop Parties or the Debtors in any material respect than such term contained in the Debt Commitment Letter as in
will terminate if the closing of the proposed transaction does not occur on or prior to May10, 2021. In 2018 the U.S. Supreme Court ruled in Januss favor, dealing a heavy blow to the labor movement. The states elected officials have done just the opposite. Audited Balance Sheet" means the audited consolidated balance sheet (including the notes thereto) of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2019. being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iii) shall be automatically
an exemption from such registration is available, and further understands that it is not currently contemplated that any Backstop Party Shares will be registered at the time of issuance. agreement granting demand and piggy-back registration rights to the Investors and any holder of existing shares of Common Stock that purchases shares of Series A Preferred Stock equal to five percent (5%) or more of the outstanding shares of Common
Item6. until the Effective Date or the termination of this Agreement in accordance with its terms to make appropriate substitute arrangements to permit disclosure not in violation of such privilege or applicable Law (including COVID-19 Measures). Unless otherwise specified in this Agreement, all references to currency and monetary values set forth herein shall mean U.S. conditioned, withheld, or delayed), the Company shall, and shall cause its Subsidiaries to, (A) conduct the Business in the Ordinary Course and (B) use commercially reasonable efforts to (1) preserve intact the Business and their relationships with
New York, NY 10019, 520 Madison Avenue NY, NY 10022 Attn. "Base Compensation
"Bankruptcy Cases" has the meaning set forth in the Recitals. filed or furnished by the Company with the SEC pursuant to the Exchange Act or the Securities Act. Section 5311 et seq. "U.S. anything to the contrary herein, a breach by any Party of its respective obligations under this Section 6.5 shall not constitute a
the Spin-Off Date, (i) there have been no recalls or post-sale warnings with respect to any Business Product and (ii) neither the Company nor any of its Affiliates has received any written notice from any Government Entity in connection with
(i)The Parties have reached an agreement pursuant to Section 6.8(a) by the
Represented by Amount in Row (11), Type of Reporting Person
soon as practicable after receipt of such request therefor. Hazardous Substances at, on, under, to, in or from. Effect" means any events, circumstances, occurrences, facts, conditions, changes, development or effect (each, an "Effect") that,
(j)Neither
of all Backstop Parties. in any registration initiated for the account
"Agreement" has the meaning set forth in the Preamble. such Holder and its Affiliates, beneficially own less than 5% of the
"Alternative Transaction" means any sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition
in Section 9.1. The novel coronavirus is a pandemic that came on fast and hit us at the worst possible moment because we had a long tilt in our positions, Dalio wrote to his investors in March. controlling Persons, stockholders, agent, members, managers, general or limited partners, assignees or representatives. vote, Each holder of a vested equity award issued pursuant to the GMI stock, incentive plan that is convertible as of right into an Existing Share
and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. "Company" has the meaning set forth in the
Employees. conditions precedent shall be set forth in the
the P-Notes per the Companys DIP Budget, subject to confirmation with the Company), which provides for a commensurate increase in value distributable to equity. that all such other Indebtedness outstanding shall have been incurred by the Company and its Subsidiaries only in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy
concerning the resolution of. forth in Section 2.6(a). 282] (the Bidding Procedures), (ii) the prior bid of the Investor Group, initially submitted December10, 2020 (as amended at any time from initial submission to immediately prior to the date hereof, the
transactions of the type. Backstop Commitment Agreement, as applicable. Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. "Transaction Documents"
Commitment Premium (a "Commitment Premium
The Andurand Commodities Fund rose by 63.7% last month and has returned 53.1% in 2020. purposes of calculation, the Premium Shares). 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
In Payments, Like Geopolitics, India Seeks a Third Way, Nintendo Must Plot an Exit From Switchs Uncharted Territory, Visitors Flock to Macau Again, But Its Gambling Dependence Draws Beijings Ire, Gina Raimondo Becomes China Player in a Job Where Her Predecessor Used to Nap, UK Mothers Say It No Longer Makes Financial Sense to Work, Starbucks Illegally Fired 6 New York Union Activists, Judge Rules, Musk Tamps Down Speculation That Tesla Will Mine Lithium, Musk Sets Path to Renewable Future, Is Mum on New-Car Debuts, Another Blow to City Centers: Retail Stores Move Outward, New York City Isnt Waiting for the White House to Enforce Fair Housing, Singapore Crypto Lender Hodlnaut's Founders Propose Selling Business Rather Than Liquidating Firm, Celsius Examiner Report Mentions FTX More Than 150 Times. Pierre Andurand is an oil trader known for making big bets. Each, holder of an allowed Prepetition Credit Agreement Claim is entitled to
account will be held pending release upon the Effective Date. the shelf during each of its regular quarterly blackout periods applicable to directors and senior officers under the Company's policies in existence from time to time if the Company reasonably determines that such Holder is or may be privy to
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
modifications in U.S. GAAP, or in the interpretation thereof, in
of 8.00% of the Senior. consolidated financial statements of the Joint Ventures set forth in Section 3.21(c) of the Company Disclosure Schedule were prepared
This Amendment No. Section 4.11 No Brokers Fee. 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,
The first time around was a learning. adversely affect, the Senior Liquidation Preference, or any of the terms relating thereto; New GMI will not be able to: (i) incur debt, except for drawdowns on New GMI's revolving credit facility for working capital needs up to a maximum of $350 million, if such incurrence would
(c)There is no lien for Taxes upon any of the Company Assets nor, to the Knowledge of the Company, is any Government Entity in the
are being transferred or assigned and, the total number of Registrable Securities and
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). Defined terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D. Sorry, no results has been found matching your query. "Leased Real Property" means all real property (including all land, together with all buildings, structures, improvements and fixtures located thereon) and
"Debt Financing Sources Related Parties" means the Debt Financing Sources, the respective Affiliates of each of the foregoing and the respective officers,
Holder may reasonably request to the, extent required from time to time to enable
As used herein, "Holder" shall mean any Initial Holder or any, Permitted Transferee (as defined below) who
relevant obligation under the, The "Series A Preferred Stock" will have terms and conditions consistent, with the following and otherwise reasonably
or wages, or other material workforce changes affecting Employees of the Company or any of its Subsidiaries has occurred within the six (6) months prior to the Execution Date, whether voluntary or by virtue of COVID-19 Measures, in connection with
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. Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as of
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. The Company shall use its reasonable best efforts to remain eligible to file registration statements on Form S-3 and to meet
Understandings or Relationships With Respect to Securities of the Issuer. "Bidding Procedures Order" means the Order (A) Authorizing And Approving Bid Procedures, (B) Authorizing And Approving The Stalking Horse Bid Protections,
Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding
"Company Financial Advisors" means Morgan Stanley & Co. LLC and Perella Weinberg Partners L.P. "Company Fundamental Representations" means the representations and warranties made by the Company in
immediately available funds to perform all of its obligations
282), with any changes or amendment thereto, or subsequent order to be entered by the
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
determination or opinion letter, and to the
3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state,
Roast my CV: Has dropping out ruined my chances in finance. "Execution Date"), among (a) Garrett Motion Inc., a Delaware corporation (the "Company"), as debtor in possession, for and on behalf of itself and certain of its Subsidiaries set forth on Annex A hereto (collectively, the "Debtors"), and (b)
such Backstop Party or any of its properties is required for the acquisition of the Backstop Party Shares by such Backstop Party hereunder and the execution and delivery by such Backstop Party of this Agreement and performance of and compliance by
Distributable Value is Maximized in the Standalone Plan. the Series A Preferred Stock and the Common Stock. up to $630million worth of shares of a new class of Series A Preferred Stock of New GMI (of which
Shares" has the meaning set forth in the Recitals. 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. (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. of Series A Preferred Stock, The Set-Up Equity Value is intended only as a
to. time, or any similar rule or. The Company
What are Singapores best universities for finance? Custodian. Section 10.3 Notices. definitive documents with respect to the Restructuring Transactions that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent rights hereunder, and negotiate in good faith any appropriate
customary terms to be reflected in the definitive Registration, Rights Agreement (subject to the blackouts
on their respective Subscription Percentages, the Subscribed Shares for the Subscription Purchase Price (the "Subscription Commitment"). Section 4.2 Power and Authority. effect to clause (i) of such definition), Not listed and
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
(c)Neither
respective Backstop Percentages, the Backstop Shares for the Backstop Purchase Price (the "Backstop Commitment" and, together with the Subscription
foregoing, and without limitation of any other rights of assignment set forth in this Agreement, the Backstop Parties may assign any and all rights under this Agreement to any Permitted Transferee in accordance with Section 2.8. permitted by law, substantially in the form
Section
appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any. Learn more about a Bloomberg Law subscription. "Business
The Amended Proposal also includes new metrics that would apply to the
"Privacy
in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights;
Simply put, the Investor Group can identify no reason or justification for selling GMI and its assets to a private equity buyer as the best
Subject in each case to applicable listing standards, GMI shall use commercially reasonable efforts to obtain a listing of the Series A Preferred Stock on either the NYSE or another
Except for the representations and warranties contained in this Article III or in any certificate delivered with respect to
"Hazardous Substance" means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous
"Confidentiality Agreements" means the (i) that certain Confidentiality Agreement, dated November 24, 2020, by and between Jefferies LLC and the Company;
All organizational documents and corporate governance documentation (including governance guidelines, committee charters, etc.) Reuben Kopel General Counsel, Owl Creek Asset Management, L.P. 640 5th Avenue, 20th Floor, Warlander Asset
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. The Chapter 11 plan will determine the percentage allocation between Common Stock (including any Common Stock issued to holders of Honeywell Spin-Off Claims) and the Series A Preferred
282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted
Standalone Plan is broadly endorsed by unconflicted interested parties, such that their recovery as part of the KPS distributable value would have been higher than all the value unlocked in the Investor Group proposal, all of which
"Certificates of Designation" means the Series A Certificate of Designation and (if Series B Preferred Stock is issued pursuant to the terms of the Plan)
Company and the Requisite Backstop Parties. Cole -- Warlanders chief executive officer and chief investment officer -- and his team of four will join Ellington and continue managing the Warlander portfolio as a part of the deal. (b)preemptive or other outstanding rights,
Boaz Weinsteins Deutsche Bank proprietary trading operation suffered big losses during the 2008 financial crisis, but in the most challenging market since that time, Weinsteins $2 billion hedge fund operation did very well. 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
Sheet)). and conditions of any applicable transaction documentation. After the Revised Set-Up Equity Value has been determined, (A) the Percentage Allocation shall be
bankruptcy plan; and (v)if applicable, Common Stock or shares of a new class of Series B Preferred Stock (with an annual dividend rate of 9.00% or less, or an annual dividend rate as otherwise approved by at least 75% of the Investors) to be
vote, If the class of Claims of holders of notes issued pursuant to the
allocation between Common Stock, (including any Common Stock issued to holders
any), which is a determination the Debtors will make. "Material Contracts" means
any action with respect to Taxes that would reasonably be expected to have the effect of increasing the Tax liability of any of the Backstop Parties, its Affiliates, the Company or its Subsidiaries by a non-de minimis amount, in each case, (x) with respect to the Company and its Subsidiaries or (y) with respect to the Company Assets or the Business; (xxi)incur any capital expenditures in excess of two million five hundred thousand Dollars ($2,500,000) individually or ten million Dollars ($10,000,000) in the aggregate, other than in the
Employees, Directors or Independent Contractor to any payment or benefit, including any bonus, retention, severance pay or benefits or any increase in the amount of any bonus, severance pay or benefits payable or provided under any Benefit Plan
The filing of a registration statement (or amendment or supplement thereto) by the
Value"). offering shall have the right to select, the lead underwriter with the consent of the
(i)the word
Knowledge of the Company, threatened with respect to any Benefit Plan, except as would have a Material Adverse Effect. "Contract" means any
The Indemnifying Party shall not be liable for any settlement of any Indemnified Claims effected by such Indemnified Person without the
Rights for the Series A Preferred Stock, and (ii) the Warrants. requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not have a Material Adverse Effect. as determined by the Debtors. In the
Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the affiliates thereof (collectively, the
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
(c)Each
"U.S. GAAP" means United States generally accepted accounting principles. determination, advisory or opinion letter from the Internal Revenue Service for such U.S. 2.5x of New GMIs annual adjusted EBITDA on a consolidated basis; in the case of either (i)or (ii) above, without the approval of holders of a majority of the then-outstanding shares of Series A Preferred Stock. 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
The Set-Up Equity Value
Any purported assignment in violation of this Section 10.5 shall be void ab initio and of no force or effect. Each holder of an allowed administrative, priority, and tax Claim
(c)Negotiation of Definitive Documents. Date not to exceed, $1.2 billion (plus any funded portion of any
Since 2000, the states unfunded pension liability and bond debt have grown more than 600% to more than $168 billion, according to a copy of the complaint. other capital stock of the Company, beneficially owned by such transferee or
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. Holders of Registrable Securities will pay underwriting discounts and commissions (and any applicable Taxes) on any, Registrable
The "Series B Preferred Stock" will have terms and conditions consistent, with the following and
as may be designated by the Company. The Company will use commercially reasonable efforts to effectuate any such, Demand Registration requested within forty five (45) calendar
the Effective Date. Warranties. obtained, the execution and delivery by such Backstop Party of this Agreement, the compliance by such Backstop Party with all provisions hereof and the consummation of the transactions contemplated hereunder (a) will not conflict with or result in a
"PATRIOT Act" means the USA PATRIOT Act of
the Execution Date, the Parties will negotiate in good faith and use their reasonable best efforts to agree on the form and terms (including exercise price and number of shares of Common Stock issuable upon exercise) of warrants exercisable for the
same manner, by such Person): If to Backstop Parties, to each of the undersigned Backstop Parties at the addresses listed on
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