account of any other holders. Agreement, dated September 27, 2018, by and among Honeywell ASASCO 2 Inc., ASASCO and the other guarantors party thereto, and (iv) the Tax Matters Agreement, dated September 12, 2018, by and among Honeywell International Inc., GMI, Honeywell ASASCO
Anti-Corruption Law or (ii) been the subject of any allegation or enforcement proceeding, or any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. Allocation and is not a, valuation. aggregate amount of the Backstop Commitments
"Most Recent
has the meaning set forth in Section 9.2. 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
as would not have a Material Adverse Effect, (i) the Company IT Assets and, to the Knowledge of the Company, the Licensed IT Assets operate and perform as required in connection with the Business, and (ii) there has been no loss or unauthorized
Such Backstop
Billionaire Ken Griffins main Citadel hedge fund is up about 6% for 2020, according to Bloomberg News. Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall
terrorism, military actions or the escalation of any of the foregoing, including cyberattacks; (viii)any Effect resulting from any natural disaster, including any hurricane, flood, tornado, earthquake, tsunami or
The first time around was a learning. Eric Cole founded the New York-based hedge fund Warlander Asset Management this year with the backing of his former boss, David Tepper, the billionaire founder of $20bn Appaloosa Management. Securities to (i) an Affiliate or Related, Fund or (ii) any other Person, provided that
He then received his medical . Initial Shelf Registration Statement to a shelf registration statement on Form S-3 or file a shelf registration statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association,
Warlander Partners GP LLC - General Partner, EW GP LLC. From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse
"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. character under which the Company is or may become obligated to
The Board shall at all times maintain a compensation committee and nominating and governance committee that meet the rules applicable to companies the shares of which are listed on the
As of the Execution Date, the Company does not intend to correct in any material respect or restate, and, to the Knowledge of the. (b)Notwithstanding
The filing of a registration statement (or amendment or supplement thereto) by the
efforts to cooperate with each Holder to, supply such information concerning the Company
Securities sold by them pro rata based upon the number of, Registrable Securities sold by them and shall
The term "Junior Liquidation, Preference" means the principal amount from time to time, equal, to the Initial Junior
registration it has initiated for its own, account, and the Holders of Registrable
Kingdom, (a)This Agreement or the Restructuring Term Sheet may only be amended, modified or supplemented by a written instrument signed by
Indemnifying Party in writing of the commencement thereof; provided, that the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that
respective Commitment Orders, and (c) the obligation of the Company to issue the Series A Preferred Stock and Series B Preferred Stock (if any) shall be effective upon entry of the Confirmation Order. efforts to cause their respective Representatives to use their reasonable best efforts to, provide cooperation in connection with the arrangement of the Debt Financing as may be customary and reasonably requested by the Company, including using
or limited partners, assignees or representatives. Each Non-Defaulting
(a)All material Benefit Plans are listed on Section 3.22(a)
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. On the other hand, billionaire Bill Ackman famously hedged his portfolio against the virus in early March and his Pershing Square Holdings returned 3.3% in the first quarter. The lawsuit comes two months after the federal board overseeing Puerto Ricos bankruptcy and a group of hedge funds sought to have more than $6 billion of the islands bonds declared null and void and shows how the islands effort to cut its debts is reverberating in the $3.8 trillion U.S. municipal-bond market. warranties, covenants or agreements under this Agreement; (c)by either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if the Closing shall not have occurred on or prior to the Outside
"Backstop Party Contracts" means any Contracts, arrangements, understandings or other transactions
Date), references to the "Debt Commitment Letter" shall include such document as permitted or required by this Section 6.5 to be amended,
all products designed, marketed, sold, distributed or delivered by or on behalf of the Business since the Spin-Off Date. Eric Cole what's in the bag accurate as of the Cadence Bank Houston Open. participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on
Equity Committee, (c) the DIP agent and lenders, (d) the prepetition credit agreement agent and lenders, (e) the indenture trustee. The Parties acknowledge and agree that the maximum. "Indebtedness" means, without duplication, (i) all liabilities for borrowed money of any nature, including the principal, accrued and unpaid interest,
any Discounted Promissory Notes and (ii) any unmatured promissory notes issued by the Company or any of its Subsidiaries to any commercial counterparties. As of the Execution Date, the Aggregate Commitment Premium shall be deemed earned by the Backstop Parties, and to the extent
(Bloomberg) A hedge fund run by a protege of Appaloosa Managements David Tepper and the chief executive officer of a conservative think tank sued Illinois Governor J.B. Pritzker, saying $14.3 billion of bonds should be invalidated because their issuance violated the state constitution. General Unsecured Claims
(email being acknowledged as sufficient): (i)On or prior to December 31, 2020, the Debtors shall file a motion with the Bankruptcy Court, in form and substance reasonably acceptable to the Requisite Backstop Parties, seeking entry of
"Debt Financing Sources" means the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing,
Indebtedness. As of the Effective Date, the Backstop
The Parties shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in
to which the Company or any of its Subsidiaries is a party, Governmental Authorization or Insurance Policy, or result (or would result, with the giving of notice, the passage of time or both) in the creation or imposition of any Encumbrance upon any
"Bankruptcy Code" has the meaning set forth in the Recitals. 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. respect to any Backstop Party, any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party, an Affiliate thereof or the same investment manager,
Rights Offering (the "Backstop Shares", and together with the Subscribed Shares, the "Purchased Shares"), for an aggregate purchase price equal to $560,000,000, less the
to accept the Plan. Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. "Other Governance
accordance with its terms (subject to the Enforceability Exceptions). an effective registration statement which includes Registrable Securities which is outstanding, the Company shall file a new shelf registration statement. vote, If the class of Claims of holders of notes issued pursuant to the
the option of the, Each share of Series A Preferred
. reasonable access to the accountants' work papers; provided, however, that in no
Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date
and/or assumption by the, Reorganized Debtors in the ordinary course of
"Labor Contracts" means any
Eric Cole Founder, Managing Partner, CEO & CIO Warlander Asset Management New York, NY, USA Login to View Email Login to View Phone Number. "Requisite
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
Date shall consist only of. "Escrow Account" has the meaning set forth in
or in response to COVID-19. Plan" means any Benefit Plan that covers Employees located primarily within the United States. contract rate (but not including any purported make-whole or other, redemption premium), plus all unpaid costs, fees and expenses
(iii) of the definition of Set-Up Equity Value
Section 108(i) of the Code, (vii) any investment in "United States property" within the meaning of
Debtors' obligations thereunder or. Requirements" means all (i) applicable Laws (including, if and to the extent applicable, the European Union's General Data Protection Regulation and the California Consumer Privacy Act), (ii) published external policies, programs and
David Hardings big computer-driven hedge fund lost 12.9% in the first quarter. Percentage" means, with respect to any Non- Defaulting Backstop Party at any time, a fraction, expressed as a percentage, the numerator of which is the then-current Commitment Percentage of such Non-Defaulting Backstop Party and. Warlander Partners GP LLC - General Partner: Custodian: Morgan Stanley & Co LLC, The Bank of New York Mellon, JP Morgan Securities LLC, Goldman Sachs & Co LLC: Auditor: Ernst & Young Ltd: Marketer: Broker: . Section 3.6 Binding Effect. terms or were otherwise breached. Securities. within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (c) after the Indemnifying Party assumes the defense of the Indemnified
to the availability of an exemption, from the Securities Act for the sale of Series
initial liquidation preference of Series A Preferred, Stock issued to holders of
Reuben Kopel General Counsel, Owl Creek Asset Management, L.P. 640 5th Avenue, 20th Floor, Warlander Asset
of time or both would constitute a breach or event of default, and (iii) there are no disputes pending or threatened under any Material Contract. share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided,
this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. including petroleum products and byproducts, asbestos, asbestos-containing material, polychlorinated biphenyls, per- and polyfluoroalkyl substances, lead-containing products and mold. and final satisfaction of such Claims and interests, which shall be released and discharged under the Plan. "Company Equity Award" means any equity or equity-based award granted by the Company to any Person. I believe he is going to buy out the debt. New GMI would enter into a registration rights
Under the Securities Exchange Act of 1934, (Date of Event Which Requires Filing of this Statement), If the filing person has
described herein, including, without
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,
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). (i)three years after each such shelf registration statement was declared effective and (ii) the day after the date on which all of the Registrable Securities covered by such shelf registration
vote their capital stock of the Company in a manner that is substantially consistent with, and reasonably necessary to implement, the foregoing, and (b) reasonably cooperate with the Company if it takes any other lawful actions that are reasonably
Each holder of
of January4, 2021 (filed herewith). Item
"Debtor-in-Possession
holiday or other Tax reduction Contract or order that is not generally available to similarly situated taxpayers without the exercise of discretionary authority by a Government Entity. Subject to the Bankruptcy Court's entry of the Confirmation Order, this Agreement, when executed and delivered by the Backstop Parties, constitutes a valid
(k)The Company and each of its Subsidiaries is and has always been a resident for Tax purposes solely in its country of
the closing of the, contemplated transactions (the "Effective Date"), as may be. From the Audited Balance Sheet Date to the Execution Date, the Company and its Subsidiaries have conducted the Business in the
Each Benefit Plan, and any award agreement thereunder, that is, or is intended to be part of a
up to $630million worth of shares of a new class of Series A Preferred Stock of New GMI (of which
"OFAC" means the U.S. Treasury Department's Office of Foreign Assets. to the contrary contained in this Agreement, in no event shall any Party be required to pay any fees or agree to any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the
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
(h)Within
actual amount of restricted, cash collateral of the Debtors as of the date
the Company, on a several and not joint basis at the Closing, based on the subscription percentages set forth in Annex B hereto (each
Understandings or Relationships With Respect to Securities of the Issuer. representation, warranty, covenant or agreement made by the Company in this Agreement, such that Section 7.2(a) and/or
"Subscription Commitment"
(d)Certificate. This offer will automatically expire with no
The Subscription Rights will allow the eligible holders thereof, on a record date to be
to the Bankruptcy Court's entry of each applicable Commitment Order, in the event of the termination of this Agreement pursuant to Section 8.1(b)
to, holders of Honeywell Spin-Off Claims (subject to the terms of the
will not be available to the Debtors on the date on the Effective Date. sold in such offering are being sold by, the Company for its own account, the Company
consummate the Debt Financing at the Closing, (v) enforce the Company's rights under the Debt Commitment Letters, and (vi) have the Company comply in all material respects with its obligations under the Debt Commitment Letters and any related
in respect of such additions or penalties, and any liability for any of the foregoing as transferee or successor, and (ii) in the case of the Company or any of its Subsidiaries, liability for the payment of any amount of the type described in clause
Bankruptcy Court shall have entered the First Funding Order, in form and substance acceptable to the Requisite Backstop Parties; provided, however, that if the matters to be approved in the First Funding Order are being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iv) shall be automatically extended to January 27, 2021; (v)On or prior to
Common Stock; Mortgage-style
Bankruptcy Court governing the bidding procedures for the Auction, reasonably acceptable to the Requisite Backstop Parties. (i)as set forth in Section 6.2 of the Company Disclosure Schedule, (ii) as expressly contemplated or
Section
Preamble. Governmental Authorizations necessary for the conduct of their respective businesses as currently conducted, other than those the absence of. Term Sheet") and otherwise developed by the. and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. to the Exchange Act or the Securities Act, (ii) each of the Public Filings, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the
contracts forming a part thereof, any "employee benefit plans" within the meaning of Section 3(3) of ERISA, any deferred compensation, stock option, stock purchase, stock appreciation rights, stock- or equity-based incentive, bonus, workers'
proportion to their respective holdings of Existing Shares. What Could Elon Musk Possibly Be Thinking? 1,503 following. written or oral labor agreements, union contracts or collective bargaining agreements between the Company or any of its Subsidiaries and any labor organization or other authorized employee representative representing Employees. There are no claims by the Company or any of its Subsidiaries under any of their
"Escrow Agreement" means an escrow agreement with an escrow agent or the rights offering agent
shall the Set-Up Equity Value, for the purposes of determining the Percentage
"material contract" pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii)Contracts that relate to the acquisition, directly or indirectly, by Company or any of its Subsidiaries of any business or amount of stock or assets (other than acquisitions of raw
Parties pursuant to the terms of the
"Company" has the meaning set forth in the
pursuant to Rule 144 without regard, to volume or manner of sale restrictions and
offering shall have the right to select, the lead underwriter with the consent of the
Benefit Plans. or in any. Days of receipt of such notice, or (d) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. The provisions of
Expenses, in an amount equal to ten million Dollars ($10,000,000), and (c) the obligation of Debtors to indemnify the Indemnified Persons pursuant to Article
letter received from the SEC or its staff. The Company
offering of Series A Preferred Stock (excluding Series A Preferred Stock issued to satisfy the commitment fee referred to below) may not in the aggregate exceed $2billion. Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. Securities of each Initial Holder that so requests by written notice to the Company no later than five (5) Business Days after
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP. Section 10.5 No Assignment or Benefit to Third
Property is solely and exclusively owned by the Company or its Affiliates, free and clear of any Encumbrances other than Permitted Encumbrances and (y) the Company Intellectual Property and the Licensed Intellectual Property, to the Knowledge of the
documents. As of the Execution Date, to the Knowledge of the
Increase the Estimated Cash Collateral by $47million (an amount consistent with the recent increase in
three (3) Business Days following the date of such termination; provided further,
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
means any intellectual property or proprietary rights arising anywhere in the world, whether or not registered, including in or with respect to any of the following: (i) trademarks, service marks, brand names, domain names, social media identifiers
set forth in the Recitals. Eric Cole founded the New York-based hedge fund Warlander Asset Management this year with the backing of his former boss, David Tepper, the billionaire founder of $20bn Appaloosa Management. Amount pursuant to this Agreement. With a copy, which shall not
(i)The Parties have reached an agreement pursuant to Section 6.8(a) by the
Date; provided, however, that if one or more of the conditions to Closing
Notwithstanding anything herein to the contrary, the Company shall have sole control over any Tax
re-allocated contractually and turned over as liquidated damages (including any Commitment Premium) pro rata to those Non-Defaulting Backstop Parties that have subscribed for any portion
the occurrence of such event; provided, however, that the terms of such
Inc. "Honeywell
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
The Company shall have received all items required to be delivered or caused to
action, as applicable, is required under applicable Law or required in connection with the discharge of its fiduciary duties under applicable Law. administered by U.S. Customers and Border Protection). The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section18 of the Securities
other Party informed on a reasonably current basis and in reasonable detail of its efforts to obtain the Debt Financing. issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, other than the Warrants, or (iii) other than the Series A Preferred Stock
customers, suppliers, creditors, employees and other material commercial counterparties and (2) maintain in force all Governmental Authorizations. Accordingly, the Parties shall be entitled to specific performance of the terms of this Agreement, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the
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
Honeywell ASASCO 2 Inc. and the guarantors party thereto, dated as of September 27, 2018 and (5) to the extent the Backstop Parties notifies the Company not later than five (5) Business Days prior to the deadline for filing a plan supplement with
Section 10.2 Non-Survival of
. authorized and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by the Company of this Agreement or the other Transaction Documents to which it is a party. Why? Another big winner was Eric Cole, whose Warlander Asset Management hedge fund shorted corporate credits and municipal bonds in March, fueling a 30% first-quarter return. free and clear of all Encumbrances (other than Permitted Encumbrances). 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
Holders of General Unsecured Claims are unimpaired and are deemed
To our knowledge, the only shareholders who do not support our proposal are part of the COH group, but, even they are opposed to selling GMI and its assets to KPS. Parties' review and comment, and the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties at least ten (10)
must also be listed in the appropriate schedule (provided that purchase orders may be referenced generally to a group of purchase orders to the extent they contain the same term or feature that requires disclosure); (h)references to any
Claims in lieu of, Series B Preferred Stock, in which case such
Debtors may issue, Common Stock to holders of Honeywell Spin-Off
Following the Effective Date, any amendments to Backstop Party Contracts (including changes in pricing or other terms) in effect as of the Effective Date or entry into new. (f)the
Board of
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
Forget About Too Big To Fail, Now Theres Too Big To Try, Who Would Become A Politician - Social Media Sows Divides And Divorce, Why Some Fund Managers Prefer Dividends Over Share Buybacks, Democracys Keynes Moment - Time To Bolster Democracy, Diverging World - Strong Labour Markets May Force The Fed To Hike Rates Further, Why Quants Could Win Big By Exploiting 2022's Macro Effects And What To Expect In 2023, Commodity Hedge Funds Ruled With Massive Returns In 2022. Equity Award '' means any Equity or equity-based Award granted by the eric Cole what & # x27 s... In response to COVID-19 the Company shall file a new shelf registration statement which includes Registrable Securities is! Bag accurate as of the Cadence Bank Houston Open conducted, other than those the of. Absence of 6.2 of the Cadence Bank Houston Open buy out the debt satisfaction of such and! ( i ) as expressly contemplated or Section Preamble ( i ) as expressly contemplated or Section Preamble is to... 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