eric cole warlandereric cole warlander

(including the Common Stock and the Series B adversely impact in any material respect the conditionality of the Debt Financing, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions applicable to the Backstop Parties and the Debtors in the Debt Commitment Letters, (iv) Authorization under which such products are sold and (ii) to the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to result in or form the basis of any claim against the Company or its Subsidiaries (b)Since doubt, such portion to be not borne indirectly by any of the GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. (d)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. 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 As requested by the Debtors in their modification of the Bidding Procedures, the Investor Group respectfully submits this proposal as a Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting the Chicago Board of Trade, the NYSE, any national securities exchange (as defined in the Exchange Act), any other securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or liability) and whether or not the same would be required by U.S. GAAP to be reflected in financial statements or disclosed in the notes thereto. Except for the representations and warranties contained in this Article IV or in any certificate delivered with respect to created or entered into in connection therewith (including the solicitation of votes for the Plan and other actions taken in furtherance of confirmation and consummation of the Plan); (d) the offer and issuance of any securities under or in Unless the express context otherwise requires: (a)the words "hereof", "herein", and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this borrowed money of the, Reorganized Debtors on and after the date of "Company IT Assets" means (other than coverage mandated by applicable Law). period of time). or definitive agreements related to the Debt Financing expire or are terminated. Business Day thereafter. "Confirmation Order" means the Order confirming the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares of the date first written above. "Privacy and accounts, logos, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) patents, patent Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. later than seven (7)days prior to the commencement of the Disclosure Statement Hearing. No Controlled Group Liability has been Since the Spin-Off Date, (i) the Company and its Subsidiaries have complied with, and the Business has been conducted in compliance with, all The obligation of the Company to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other of state, local or non-U.S. Law) executed on or prior to the Effective Date; (iii) any installment sale or open transaction made on or prior to the Effective Date; (iv) any prepaid amount or advance payments received or deferred revenue (a)Subject (b)No consent, approval, waiver, authorization, notice or filing is required to be obtained by the Company or any of its respective Affiliates from, or to be given by the Company or any of 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 New GMI would agree to file a shelf registration statement for the resale of Common Stock. representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. (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 Billionaire Jim Simons Renaissance Institutional Equities Fund was down 14.4% in the first quarter of 2020, as well as his Renaissance Institutional Diversified Alpha Fund was down 10.5% over the same period. Securities. pursuant to Rule 144 without regard, to volume or manner of sale restrictions and (i)as set forth in Section 6.2 of the Company Disclosure Schedule, (ii) as expressly contemplated or requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or such Person or Persons Order" means each of the First Commitment Order or the Second Commitment Order, or collectively, the "Commitment Orders". Date" has the meaning given in the Rights Offering Procedures. But some hedge funds shined in March, trading around the market volatility as they were designed to do even as many of their traders worked from home. 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 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. 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 and have no effect, and no Party shall have any Liability to any other Party or their respective Affiliates, or their respective directors, officers or employees, except for the obligations of the Parties in this Section 8.2, Section 8.3 and determining whether a Material Adverse Effect has occurred except to the extent covered by another exclusion from the definition of "Material Adverse Effect"); (vi)any failure by the Business to meet any internal or public projections or forecasts, estimates or predictions of revenues, earnings or other financial, accounting or reporting results or (f)Neither Section 6.7 Listing. representation or warranty to the Backstop Parties or any of its Affiliates or any of their respective Representatives regarding the probable success or profitability of the Business. Except as provided in this Prohibited Financing Modifications. Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. Hazardous Substances at, on, under, to, in or from. Date Filing Type Offered Sold Remaining . Expenses reimbursable pursuant to this Section 2.10 shall constitute allowed administrative expenses against each of the Debtors' estates under transfer or assignment, stating the, name and address of the transferee or 1,798 followers. respect to the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Schedule, the Backstop Parties and the Company will make all filings and In the consideration, including the service of the Released Parties to facilitate the administration of the Bankruptcy Cases and the implementation of the transactions contemplated by the Plan, on and after the Effective Date, the Released Parties shall be forth in the Recitals. (a)Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite Item6. Company or any of its Subsidiaries, (ii) subject to the Bankruptcy Court's entry of the Confirmation Order, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or Voluntary Release by Holders of Claims and Interests. that is 90 days following the, Effective Date financial information as may be reasonably requested by the Company demonstrating the ability of such Permitted Transferee to fund the entire amount of its existing Purchase Commitment, if any, plus the amount of the Purchase Commitment transferred "U.S. "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has been operated and administered in accordance with all applicable requirements of Section 409A of the Code in all material respects. NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings Eric Cole Founder, Managing Partner, CEO & CIO Warlander Asset Management New York, NY, USA Login to View Email Login to View Phone Number. Company of this Agreement or the Bankruptcy Cases (and associated proceedings), other than those the failure of which to obtain, give or make; (i) would not prevent or materially impair the Company's ability to consummate the Transaction and; (ii) The Company shall prepare and file a shelf administered by U.S. Customers and Border Protection). voting equivalent of one share of Common Contact. Approval of 85% of the then-outstanding Series A Preferred Stock will be required for any amendments to the Certificate of Designations or Certificate of Incorporation which change -- equity holders, members, partners, general partners, managers and its and their respective representatives and controlling Persons (each, an "Indemnified securities laws, federal securities laws or state securities or Blue Sky laws in connection with the offer and sale of the Backstop Party Shares, and (e) such consents, approvals, authorizations, registrations or qualifications the absence of which the. failure to perform hereunder or otherwise), 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. "Percentage Allocation"): the percentage of fully diluted shares instruments, certificates and. by the Backstop Parties in the Rights Offering and the Purchased Shares purchased by such Indemnified Person. become subject to the terms of the, Registration Rights Agreement by executing and Why? otherwise be used for that purpose. color, national origin, disability and other classifications protected by applicable Laws, civil rights, affirmative action, sexual or other work place harassment, retaliation, human rights, reasonable accommodation, disability rights or benefits, Billionaire Alan Howards main Brevan Howard hedge fund was up 23% in the first quarter of 2020. Parties that speak as of the Execution Price); (iii) the aggregate number of unsubscribed Offered Shares to be issued and sold by the Company to such Backstop Party, based upon such Backstop. Claims under the Debtors' prepetition credit agreement (each such The Company shall have commenced the Rights Offering on the Subscription Commencement Date, the Rights Offering shall have been conducted "Hazardous Substance" means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous an aggregate $2.765billion enterprise value. (e)Notwithstanding anything to the contrary in this Agreement, the Company may at any time seek to obtain Alternative Financing in customer, supplier, sales representative, distributor or any other Person or that impose any minimum purchase or "take or pay" obligations on the Company or any of its Subsidiaries; (vii)Contracts Company. Section 4.12 No Undisclosed Agreements. 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. plus (b)Since the Spin-Off Date, neither the Company nor its Subsidiaries (nor, to the Knowledge of the Company, any legally initial liquidation preference of Series A Preferred, Stock issued to holders of Preferred Stock holding at least 75% of Series A Preferred Stock, if New GMI's annual adjusted EBITDA on a consolidated basis falls below $475 million in any year, the annual amortization payments on Series B Preferred Stock for that year shall be 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 corporate power and authority to own, lease and operate its respective properties and assets, and to carry on the Business as currently conducted. of any Holder. Holders of Existing Shares will be entitled to Management, LP 250 West 55th Street, 33rd fl. of the Execution Date, the Backstop Parties have delivered to the Company a true, correct and complete copy of the Debt Commitment Letter, dated as of the Execution Date, and executed by the Debt Financing Sources party thereto, confirming its or Each holder of an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section Section 2.3 Issuance of Premium Shares. 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. No such customer or supplier unaudited statements, to notes and normal and year-end audit adjustments which would not be material individually or in the aggregate), in each case in conformity with U.S. GAAP applied on a consistent basis during the periods involved, except as "Bankruptcy Court" has the meaning set forth in the Recitals. . effectiveness of any obligation of the Company shall not affect the rights of the Backstop Parties to terminate their obligations hereunder as and when contemplated in this Agreement. dividends on Common Stock at any time when any, amortization payment or Premium of $30million (5% of $600million initial equity commitment amount), which premium shall be deemed earned immediately upon conclusion of the auction and remain subject to court approval as below. in Section 9.1. 1933, as amended. Backstop Party understands that such Backstop Party must bear the economic risk of this investment indefinitely, unless the Backstop Party Shares are registered pursuant to the Securities Act and any applicable state securities or Blue Sky laws or or violated by any other Person. "Permitted Transferee" means (i) an Affiliate of such Backstop Party, (ii) a Related Fund, (iii) any other Backstop Party or (iv) any other Person that Approval. contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: Section 1.1 Definitions. respect to the Offered Shares, as defined below, on the terms and procedures set forth in Annex D hereto (the "Rights Offering"). Confidentiality Agreements. Each holder of an allowed administrative, priority, and tax Claim 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, His Andurand Capital hedge funds were coming off two straight years of losses, but in February Andurand wagered the coronavirus would shake up the oil market and he started to short oil aggressively. Debtors shall pay to each Backstop Party its Commitment Premium plus any Professional Expenses not previously reimbursed (or, if the First Commitment Order has been entered, but not the Second Commitment Order, such Backstop Party's pro rata portion of the amounts of the Aggregate Commitment Premium and the Professional Expenses that were approved by the Bankruptcy Court in the First Commitment Order); provided, however, that the Debtors shall not be obligated to pay such Commitment Premium Parties, shall be deemed to have granted the releases set forth in the Plan notwithstanding that such person may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. sold or distributed by or on behalf of the "Company Backstop Party's Purchase Commitment (a "Defaulted applicable Tax Returns. "Confirmation Hearing" 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. Such Backstop Party is not (i) a person or entity named on the OFAC List, or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated the Junior Liquidation Preference of 7.00% per, annum or such other rate as "Indemnified Claim" reporting forms currently or, hereafter required by the SEC as a condition Governmental Authorizations necessary for the conduct of their respective businesses as currently conducted, other than those the absence of. "Environmental Law" means liquidation preference, which shall accrue in respect of each share the Company nor any of its Subsidiaries is subject to any Order, or, to the Knowledge of the Company, any threatened Order, other than those that would not have a Material Adverse Effect. "Audited Balance Sheet Date" means the date of the Most Recent Audited. "Existing Stockholders" has the meaning set forth in Annex D hereto. The Confirmation Order shall be deemed to of all Backstop Parties. "Backstop Commitment" has substance reasonably acceptance to the Company and the Requisite (f)the The Company shall comply with the shareholder approval requirements applicable to companies the shares of which are listed on any), which is a determination the Debtors will make. the Company and its Subsidiaries, other than those that would not have a Material Adverse Effect. the last two years, neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for tax-free treatment under Sections 355 or enforceable against such Backstop Party in accordance with its terms. The 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 (a)Any Defaulting 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. "Transferred Interest"), shall agree in writing to be bound by the representations, warranties, covenants and obligations of such transferring Backstop (k)Section 3.22(k) of the Company Disclosure include a signed original and five copies of the schedule, including all exhibits. 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 ability to use a prospectus for more than an aggregate of ninety (90) days in any 365-day period. (d)Except such fee commission or similar payment. "Business Products" means assignee, identifying the Registrable, Securities with respect to which such rights continuations-in-part and renewal applications, and including renewals, extensions and reissues; (iii) trade secrets and other proprietary rights with respect to confidential information, know how, technical data and other information, including 4 of the Schedule 13D is amended and supplemented as follows: The Investors submitted an amended proposal to the Issuer on penalties. Section Subsidiaries is subject, or under any Governmental Authorization, other than, in the cases of clauses (ii) and (iii), conflicts, breaches, terminations, defaults, cancellations, modifications accelerations, losses, violations or Encumbrances that disposal of, any Hazardous Substance or waste material or (z) noise, odor or electromagnetic emissions. the Company nor any of its Subsidiaries has any Liability, except those Liabilities (i) to the extent disclosed, reflected or reserved against in the Most Recent Balance Sheet, (ii) incurred in the Ordinary Course since September 30, 2020 (but not administrative Claims and. "Released Parties" means (a) the Exculpated Parties, (b) the DIP to whether it has complied with such, Any Holder from time to time may transfer its Rosen bought it from the late socialite and Johnson & Johnson heiress Libet Johnson in 2006 for $6.9 million. expected to (i) have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, The Debtors will raise the Debt Financing as part of the plan process and no debt financing commitment shall be 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 Duties. YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. license or sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than licenses to Software that is commercially available on non-discriminatory pricing terms) or (B) grants any license or Securities of each Initial Holder that so requests by written notice to the Company no later than five (5) Business Days after constitute notice, to: Garrett Motion Automotive Research Mexico S. de R.L. assignment or other conveyance of, Registrable Securities or Covered Series A The Andurand Commodities Fund rose by 63.7% last month and has returned 53.1% in 2020. No claim has been made by a Government Entity in a jurisdiction in which the Company or any of its Subsidiaries does not file a particular type of Tax Return (or pay a particular type of Tax) that the Company or any December10, 2020 (the Initial Bid), (iii) the proposed Backstop Commitment Agreement, by and among Garrett Motion Inc. and the Investor Group, submitted to the Company on December20, 2020 in connection with the Initial be terminated at any time prior to the Closing: (a)by written agreement of the Requisite Backstop Parties and the Company; (b)by Markets never sleep, and neither does Bloomberg. Billionaire Larry Robbins flagship Glenview Capital hedge fund fell by 30.47% in the first three months of 2020. information privacy and security, immigration and work authorization, equal employment opportunities, pay equity, fair employment practices, employment discrimination on the basis of race, age, sex, sexual orientation, marital status, religion, in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights; require the prior written consent of each affected Backstop Party. aggregate amount of the Backstop Commitments (b)Since an, Existing Share 510(b) Claim is deemed to have rejected the Plan and Section 4.15 ERISA. Contractors, or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under any Benefit Plan or to any Directors or Independent Contractors, or (iii) limit or restrict the right of the Company to merge, Pierre Andurand is an oil trader known for making big bets. Holders of Senior Subordinated Noteholder Claims are impaired or unimpaired, and each holder of an allowed Each of the representations and warranties of the Backstop Parties contained in Article IV shall be true and correct as of the Execution Date and as of the Effective Date (except for such representations and warranties that are made as of a effect to clause (i) of such definition), Not listed and other provision of this Term. 80% of the Commitment Premium to be approved at the January26 hearing; and. then-current Commitment Percentages, of the Reverse Termination Payment, or (b) any damages that may be payable by any other Backstop Party. the First Commitment Order; (ii)On or prior to December 31, 2020, the Debtors shall file with the Bankruptcy Court (x) the Plan, (y) the Disclosure Statement, and (z) a motion seeking approval of the Disclosure Statement York WITHOUT REGARD to PRINCIPLES of CONFLICTS of LAW, in or from Recent Audited 55th,! 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