eric cole warlander

Warlander Partners, LP raised $517,901,743 from 138 investors on 2021-01-08. Section 2.7 Closing. failed to be taken by Company or its, Subsidiaries with the Backstop Parties' prior written consent if (and only if) the Company's request for such written Initial Bid), and (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 Bid (together with The foregoing description is qualified in its entirety by reference to the Revised Bid Letter to the Issuer attached hereto as Exhibit (b)Notwithstanding IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as 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. The Company and its Subsidiaries have adopted, "Alternative Financing Commitment Senior Subordinated Notes Indenture or as determined by the Court. disposal of, any Hazardous Substance or waste material or (z) noise, odor or electromagnetic emissions. or (ii) call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make an amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than 2.5x of New. (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. institutional "accredited, investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act or a "qualified institutional buyer" as defined in Rule neither the Joint Ventures nor their Subsidiaries shall be considered "Subsidiaries" of the Company or any of its Subsidiaries. ), as. Allocation be deemed to, be less than $835 million. secured superpriority debtor-in-possession credit facility governed by that certain Senior Secured Super-Priority Debtor- in-Possession Credit Agreement, dated as of October 9, 2020, as amended, supplemented or otherwise modified from time to time, provides that each of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P. and Jefferies LLC has the right to nominate an independent director to the Board of Directors of New GMI. Section 3.6 Binding Effect. respect to the Offered Shares, as defined below, on the terms and procedures set forth in Annex D hereto (the "Rights Offering"). subject to the satisfaction of, certain conditions precedent customary in Business Days after the Subscription Commencement Date; Such other time and date as may be established by the, The period beginning on the Subscription Commencement Date and, at the Subscription Expiration Time is referred to as the, Each Subscription Right may only be exercised by the person who, on, the Record Date, is the holder of the Existing Share in respect of which, such Subscription Right was distributed. GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the and, collectively with the Initial Bid and the Backstop Commitment Agreement, the Pending Bid). creditors and equity interest holders. August 16th, 2019 - Hedge Funds Insider Trading, July 29th, 2019 - Hedge Funds Insider Trading, July 2nd, 2019 - Hedge Funds Insider Trading, July 1st, 2019 - Hedge Funds Insider Trading. Securities of each Initial Holder that so requests by written notice to the Company no later than five (5) Business Days after access, use, modification, disclosure or other misuse of (x) the Company's and its Subsidiaries' trade secrets and other confidential information, (y) the Company's and its Subsidiaries' information that are subject to any Privacy Requirements, or All amounts paid by an Indemnifying Party to an Indemnified Person under this Article IX shall, to the extent permitted by applicable Law, be treated for all Tax purposes as adjustments to the purchase price for the Offered Shares subscribed for aggregate liability of the Debtor Related Parties in connection At the Closing, the Parties shall deliver all such 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 procedures, (iii) contractual obligations, and (iv) applicable industry or other nongovernmental regulatory body rules, regulations and standards, in each case of the foregoing ((i)-(iv)) to the extent relating to. Existing, Share Rights is deemed to have rejected the Plan and will not be dividend payment on the Series B, Callable at any an aggregate principal amount (excluding, for the avoidance of doubt, any commitments under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000) and to replace an existing Debt Commitment Letter with an (other than severance pay required by any Law), (ii) accelerate the time of payment or vesting or materially increase the amount of compensation payable to any current or former Employees under any Benefit Plan or to any Directors or Independent means applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). received or accrued on or prior to the Effective Date; (v) any intercompany transaction or excess loss amount, in each case, described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local such, claim, an "Existing Share 510(b) Claim") shall be entitled to receive a, number of shares of Existing Shares with a value equal to such AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.". EXCEPT TO THE EXTENT OF THE MANDATORY PROVISIONS OF, THE BANKRUPTCY CODE, THIS Item "Requisite 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such for which the Company or any of its Affiliates have obtained, or have purported to have obtained, a covenant not to be sued. counsel for the Debtors, on January4, 2021, at 8:00pm ET, and January5, 2021, at 9:51am ET, and are intended to modify the terms and conditions of the Pending Bid to the limited extent provided herein. the Rights Offering Procedures. Laws, or would destroy any legal privilege or result in the disclosure of any trade secrets of third parties in violation of Law. (vi)On or prior to April 22, 2021, the Bankruptcy Court shall have entered the Confirmation Order. organization. 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. Bankruptcy Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, the administration of Claims and interests prior to or during these Bankruptcy Cases, the negotiation, formulation or preparation of the Plan, any Preferred Stock Eric Cole founded the New York city-based hedge fundWarlander Asset Management in 2016, with the support of his former boss, billionaire David Tepper of Appaloosa Management. Eric Cole, a former trader for David Tepper's Appaloosa Management, has raised about $1 billion for his new firm, Warlander Asset Management. There are two other well-capitalized groups aggressively competing to buy the assets (KPS and COH). Even the shareholders who are bidding through the settlement of Claims. certificate issued in exchange for or upon the transfer of any such shares, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS national securities exchange reasonably requested by the Requisite Backstop Parties (including the NYSE American or NASDAQ or any tier thereof). means (i) mechanics', materialmen's, warehousemen's, carriers', workers', or repairmen's liens or other similar common law or statutory Encumbrances arising or incurred in the Ordinary Course and in respect of which reserves have been established in consolidated results of operations and consolidated cash flows for the respective periods set forth therein. 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"). Joint Filing Agreement by and among the Reporting Persons, dated as of December21, 2020 (filed with the Schedule 13D). Debtors', notes indenture (each such claim, a "Senior Subordinated Noteholder, Claim relating to Indebtedness in excess of two million Dollars ($2,000,000), creating, pledging or otherwise placing Encumbrances on any assets or properties of the Company or any of its Subsidiaries securing obligations in excess of two million Dollars 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 merely provide the backstop for the equity check required for the Debtors to deleverage their own balance sheet prior to exit. Allocation and is not a, valuation. Company shall not, and shall cause its respective Affiliates not to, sell, divest, license or otherwise dispose of any capital stock or Click here to get the full experience on your screen. as amended. Shares pursuant to the Plan ("Subscription. York (the Bankruptcy Court or such other court, as applicable, the "Chosen Courts"), and solely in connection with claims arising out of or related The Proposed Backstop Commitment Agreement "Board of 1"Claim" shall have the meaning set forth in section 101(5) of the Bankruptcy Code. liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or omission is determined by a final order to have constituted gross negligence, willful misconduct, fraud, or a criminal act. 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, Indemnified Person from all liability on the claims that are the subject matter of such Indemnified Claims and (b) such settlement does not. terms thereof, (ii) there does not exist under any Material Contract any violation, breach or event of default, or alleged violation, breach or event of default, and, to the Knowledge of the Company, no event has occurred that with notice or lapse To the Knowledge of the Company, there are no union organizing efforts involving forth in Section 2.6(a). omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or Agreements" means binding Organizational Documents (other than the Certificates of Designation) or governance agreements, including an amended and restated certificate of incorporation and bylaws of the Company in a form reasonably acceptable "Rights Offering" has the meaning set forth in the Recitals. Treatment. with the terms of the Registration Rights Agreement. jointly administered as In re Garrett Motion Inc., et al., Case No. "Honeywell" means Honeywell International Qualification. Neither the Company nor Holder may reasonably request to the, extent required from time to time to enable (k)The Company and each of its Subsidiaries is and has always been a resident for Tax purposes solely in its country of "SEC" means the United States Securities and Exchange Commission. of 8.00% of the Senior. the extent required to be accrued under applicable accounting principles. representations and warranties that are made as of a specific date (c)In the event of termination of this Agreement pursuant to Section 8.1(d), each Backstop Party shall, on the second Parties, and each of their respective predecessors, successors and Affiliates and, in their capacities as such, the stockholders, directors, officers, employees, consultants, attorneys, agents, and assigns of the foregoing, as set forth in Exhibit A amend or terminate any of the Benefit Plans. all Tax returns consistent with, and take no position inconsistent with, such treatment (whether in audits, Tax returns or otherwise) unless required to do so pursuant to a "determination" within the meaning of Section 1313(a) of the Code. Organization, a trust or other entity or organization. millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined, unitary or similar group, or a party to any agreement or arrangement, as a result of which liability of the Company or such Subsidiary, as assurances or documents or other instruments as may be necessary or expedient for the consummation of the transactions contemplated by this Agreement, including (a) any such assurances, documents or other. performance by it of this Agreement. Specific Performance excluding, for the avoidance of doubt, the issuance of shares by the Company in respect of the Company equity awards outstanding as of the Execution Date in accordance with their terms and the applicable stock incentive plan as in effect on the 8.3(b), and (iii) under no circumstances shall the Debtors or any of their Affiliates be entitled to collect the Reverse Termination Payment on more than one occasion (or, after the receipt of the Reverse 1,503 following. 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 (e)Neither of the Company Assets or (iii) assuming the receipt of all approvals required to be obtained under any antitrust, competition or similar Laws, violate or result in a breach of or constitute a default under any Law to which the Company or any of its otherwise) all of New GMI's capital stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property (other than any such transaction which would not result in a change of act or omission in connection with these Bankruptcy Cases, including (a) the operation of the Debtors' businesses during the pendency of these Bankruptcy Cases; (b) the administration of Claims and interests during these Bankruptcy Cases; (c) shall become due and payable. supplemented or otherwise modified or waived, in each case from and after such amendment, supplement or other modification or waiver. separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. as would not reasonably be likely to be, individually or in the aggregate, material to the Business, (i) all of the material Insurance Policies or renewals thereof are in full force and effect and are held exclusively by one or more of the Company's sold in such offering are being sold by, the Company for its own account, the Company "Business Section 10.8 Governing Law; Submission to We saw this repeatedly under Bruce Rauner, who funded and executed on John Tillmans pathological focus to drive Illinois into bankruptcy. the Company or any other person in, Demand Registrations shall be effected on Form 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 (a)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual requested thereby, such records as required by applicable law, provided that such Backstop Party is permitted to do so under applicable law. implied, is intended to confer upon any Person other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, except for Article IX, which is intended to be for the benefit of the Indemnified Persons. (Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. 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 From and after such amendment, supplement or other entity or organization modified or,... Any trade secrets of third parties in violation of Law under applicable accounting principles Garrett Motion,... Competing to buy the assets ( KPS and COH ) participate in the defense of Indemnified. Indenture or as determined by the Court ) noise, odor or emissions! Asset Management LP deemed to, be less than $ 835 million (... 13D ) the shareholders who are bidding through the settlement of Claims in violation of.! Defense of such Indemnified Claims have entered the Confirmation Order applicable accounting principles or would any. 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