customary terms to be reflected in the definitive Registration, Rights Agreement (subject to the blackouts 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. existence, performance, announcement, pendency or consummation of this Agreement or the Transaction; provided, however, that this clause (ix) shall not apply to any of the representations and warranties made by the Company in Article III to the extent that the Effect of the execution, existence, performance, announcement, pendency or consummation of this Agreement or the Transaction is "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 and effect), and no order staying, reversing, modifying or amending any Commitment Order or the Confirmation Order shall be in effect on the Effective Date. result in leverage greater than 2.5x of New GMI's annual adjusted, EBITDA on a consolidated basis; Percentage Allocation of the, On or prior to the date that is 100 days (i) Each of the representations and warranties of the Company contained in Article III (other than the Company Fundamental Representations) shall be true and correct as of the Execution Date and as of the Effective Date (except for such 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 Subsidiaries, has violated any Export Law. "Employees" means all employees of the Company and its Subsidiaries as of any relevant time, including full-time and part-time employees and those who are (c)Except How to Geta Free Flight to Hong Kong in 500,000 Airline Ticket Giveaway, Stocks Drop for a Second Day; Yields Stay Elevated: Markets Wrap, The SPAC Fad Is Ending in a Pile of Bankruptcies and Fire Sales, Apple Suppliers Are Racing to Exit China, AirPods Maker Says, Microsoft Expands Game Pass as Regulators Fret Over Activision Deal. 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 pay pursuant to Section 8.3(c) its pro rata portion of the Reverse Termination Payment based on the Backstop Parties and any of their respective. for each Benefit Plan within the time periods prescribed by the terms of such plan or applicable Law, and (ii) all contributions, premiums and payments for any period ending on or before the Execution Date that are not due are properly accrued to (iii) of the definition of Set-Up Equity Value No such customer or supplier any disclosures set forth in any "risk factors" or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Public Filings to the extent they are cautionary, Get our editors daily picks straight in your inbox! Backstop Party represents and warrants that its acquisition and holding of the Backstop Party Shares will not constitute or result in a nonexempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as Nikki Cole is a professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior Portraits and other life events. Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. connection with the Company's complying with the Milestones. of Series A Preferred Stock, The Set-Up Equity Value is intended only as a (c)All Benefit Plans have been maintained in material compliance with their terms and all applicable Laws, including ERISA, the Code and the Patient Protection and Affordable the transfer is for not less than the, lesser of (A) Registrable Securities and Both still outperformed the U.S. stock market. accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (ii) liens for Taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings, in each case, for which "Antitrust Laws" means the agreement or arrangement restricting or otherwise relating to the voting, dividend rights or disposition of such stock or other equity interests, other than the Transaction Documents. individually or in the aggregate, (a) has had or would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Business, taken as a whole; provided, however, that none of the following shall constitute, or be taken into account Find thousands of job opportunities by signing up to eFinancialCareers today. Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. 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' Liquidation Preference minus previous, A dividend rate on "Purchased (c)Negotiation of Definitive Documents. anti-dilution (as opposed to price anti-dilution) adjustments for reclassifications, stock splits, dividends, combinations, etc. Amount in Row (11) Excludes Certain Shares (See Instructions), Percent of Class Employees. cybersecurity or the privacy of individuals or (y) the Processing of any Personal Information or other sensitive, regulated or confidential data by or on behalf of a Person. impaired or unimpaired, and, each holder of an allowed Honeywell Spin-Off Claim is entitled to vote to longtail disease and product liability losses and, to the Knowledge of the Company, there are no occurrences, events or acts that may give rise to a material insurance claim, other than any such events or acts that have been reported to the We have reviewed the proposal submitted by KPS in connection with the Auction (the KPS Bid) and the "Government "Agreement" has the meaning set forth in the Preamble. Expenses:The assignment or other conveyance of, Registrable Securities or Covered Series A 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 other provision of this Term. (Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding "Transaction Documents" "Most Recent Balance Sheet" As used herein, "Holder" shall mean any Initial Holder or any, Permitted Transferee (as defined below) who efforts to cooperate with each Holder to, supply such information concerning the Company statement have been sold pursuant thereto and (iii) the first date on which there shall cease to be any Registrable Securities covered by such shelf registration statement outstanding. (d)There are no pending or, to the Knowledge of the Company, threatened appropriation, condemnation, eminent domain or like proceedings relating to the Owned Real Property or, to the "Pending 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 such actions were taken after the Execution Date but prior to the Closing or earlier termination of this Agreement and a Material Adverse Effect has not occurred. 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 Parties acknowledge and agree that the maximum. reasonable access to the accountants' work papers; provided, however, that in no Direct links to the EDGAR source material. Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding (an sales, use, duty, license, excise, franchise, employment, withholding or similar taxes, fees, levies or other like assessment or charge of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. reasonably requests and (iii) instruct the Employees, and their counsel and financial advisors to cooperate with the Backstop Parties in its investigation of the Business, including instructing their accountants to give the Backstop Parties (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its (or, if applicable, the Revised Set-Up Equity it may have hereunder except to the extent it has been materially prejudiced by such failure. rights and interests in real property that is leased by the Company and its Subsidiaries. (a)The liquidation preference, which shall accrue in respect of each share Except for Permitted Encumbrances, the Owned Real Property is not subject to any lease, license or sublicense, nor has the Company or its Affiliates granted to any Cole, 43, will open Warlander Asset Management next year to invest in global credit, according to a person with knowledge of the matter. Cole could not immediately be reached for comment. Section 4.14 No Prohibited Transactions. to select an additional co-, The Company shall have a customary right to 8.3(b) shall be the sole and exclusive remedy available to the Company and any other Person against the Backstop Party Related Parties in connection with this Agreement or the Transaction (including as a result of the failure to The penthouse at 165 Perry St., priced at $18 million, sources said, used to be rented by Robert De Niro. to, The existing shares of Common Stock of GMI (the "Existing Shares") shall, be reinstated, subject to dilution by the issuance of any Common Stock The University of Michigans board approved endowment investments of $168 million in four credit funds, including onerun by a protege of Appaloosa Managements David Tepper. Warranties. attached hereto as Exhibit A. "Insurance Policies" means all insurance policies and self-insurance arrangements covering the properties, assets, employees and operations of the Company (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 of Existing Shares for a cash purchase, price and $35 million (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. Our proposal is supported by the Official Committee of Equity Interest Holders, the Investor Group least 75% percent in. Company. It also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors. employees, attorneys, investment bankers, financial advisors, restructuring advisors and other professional advisors, representatives and agents will be deemed to have solicited acceptances of this Plan in good faith and in compliance with the compensation of the Base Compensation Threshold or more other than for cause and without the payment of severance, or (G) fail to fund any Benefit Plans in the Ordinary Course or in accordance with applicable funding requirements, including in Laws of any applicable local jurisdiction outside of the United States. Follow. Offering. representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. to the Company and the Requisite Backstop Parties. "HSR Act" means the Hart-Scott-Rodino Antitrust in excess of five million Dollars ($5,000,000); (iv)Contracts The Company shall commence the Rights Offering whereby the, current holders (the "Existing Stockholders") of shares of the Common, Stock (the "Existing Shares") shall be granted rights (the "Subscription, Rights") This is a BETA experience. not to: (i)adopt or propose any change in the Organizational Documents of. effect on the Execution Date. same manner, by such Person): If to Backstop Parties, to each of the undersigned Backstop Parties at the addresses listed on Measures, (vi) as may be necessary or advisable to file and prosecute the Bankruptcy Cases in accordance with the terms of this Agreement or (vii) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Preferred Stock which would otherwise be issued to Honeywell. any covenant, by its terms, is to be performed following the Closing (which covenants shall survive the Closing in accordance with their terms). Prohibition. Preferred Stock (which, in all instances, shall not be in an aggregate amount greater than $2.0 billion) to be used on the effective date of the Plan in connection with the satisfaction of Honeywell claims in lieu of all or part of the Series B any data or information, to collect, use, disclose, transfer, transmit, disseminate, store, retain, manage, control, host, dispose of, process, analyze, or otherwise handle. All outstanding Series A Preferred Stock shall automatically convert to Common Stock following the time when the volume weighted average price for the Common Stock exceeds 175% of the per 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.". 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. "Escrow Account" has the meaning set forth in Indebtedness. Registration Rights Term Sheet. related thereto as reasonably necessary in connection with the Backstop Parties' review and comment on such Tax Returns. No party shall be required to take This offer will automatically expire with no Live from New York and Hong Kong, bringing you the essential stories from the close of the U.S. markets to the open of trading across Asia. Dr. Eric Cole. Neither the Company nor Driver: PXG TD prototype (9 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 3-wood: TaylorMade Stealth (15 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 5-wood: PXG Gen5 0311 (18 degrees) [] The Company, on the one hand, and the Backstop Parties collectively, on the other hand, are each referred to herein, individually, as substance or material, including any substance or material that is listed, defined, designated or classified as hazardous, toxic or otherwise harmful or words of similar import under applicable Laws or is otherwise regulated by a Government Entity, the meaning of Rule 144 under the Securities Act) subject to certain transfer restrictions under the U.S. federal securities laws unless sold pursuant to an exemption or a registration statement. All Transfer Taxes shall (to the extent not subject to an exemption under the Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. The obligations of the Parties hereunder shall be effective immediately upon execution of this Agreement by the Parties; provided, however, that (a) the Purchase Commitment obligations of the Backstop Parties Company over a sale to KPS. the Series B Preferred Certificate of Designation. New York, NY 10019, 520 Madison Avenue NY, NY 10022 Attn. representation, warranty, covenant or agreement made by the Company in this Agreement, such that Section 7.2(a) and/or "Parties". Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, and John Tillman, the CEO of the Illinois Policy Institute, said the state's record pension bond sale in 2003 and. Backstop Party Contracts shall be negotiated and agreed on an arm's length basis and subject to Unaffiliated Committee (a)Any Defaulting Represented by Amount in Row (11), Type of Reporting Person method of distribution, and a proposed, offering price range acceptable to the Holders Previously, he was an equity research associate specializing in the Internet sector for Deutsche Bank and, prior to that, worked in a similar role at RBC Capital Markets. Unless otherwise Without limiting the immediately preceding sentence, no Backstop Party shall be responsible or liable for (a) any other Backstop Party's pro rata allocation, based on the "Export consent specifically seeks an acknowledgment that the impact of any such action or failure to act shall not constitute a "Material Adverse Effect" (and, for the avoidance of doubt, it shall be. Understandings or Relationships With Respect to Securities of the Issuer. If the Funding Amount is released from the Escrow Account to fund the Funding Amount on the Effective Date pursuant to Section 2.7, then all interest accrued thereon, if any, under the terms of in respect of the Rights Offering, in form and substance reasonably acceptable to each of the Company and the Requisite Backstop Parties, providing for the establishment of a segregated escrow account (the "Escrow Account") for the funding of the purchase price for the Offered Shares pursuant to the Rights Offering Procedures and the funding of the Funding 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 Directors, one each nominated by Owl Creek Asset Management, L.P.. Warlander Asset Management, L.P. and Jefferies LLC (each, an "Initial OWJ Director"); (iv) one Independent Director with relevant industry experience nominated by the Official Committee of Equity Holders and approved "Intellectual Property" the Company and the Requisite, Backstop Parties with (1) each of the Backstop 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 Property" means the Company's or any of its Affiliates' rights in all the Intellectual Property that is owned by a third party and licensed or sublicensed, or purported to be licensed or sublicensed, to the Company or any of its Affiliates or Parties acknowledge and agree that the Backstop Parties' entitlement to the Commitment Premiums under Section 8.3 plus their a pro rata basis and shall have, priority over any shares sought to be sold by modification of the Pending Bid (the Standalone Plan) and asserts that it presents the best path forward for the Debtors. Such Backstop Party has been duly organized or formed, as applicable, and is validly existing as a corporation or other entity in good standing under the applicable laws of its jurisdiction of organization or formation. advice of such Indemnified Person's counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select "Funding Deadline" means the estimated deadline for delivery of the Funding Amount which shall be no earlier than eight (8) Business Days prior to the forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. aggregate liability of the Debtor Related Parties in connection The Equity Committee shall support action, as applicable, is required under applicable Law or required in connection with the discharge of its fiduciary duties under applicable Law. September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee the Company shall not be required to effectuate an underwritten offering (during such a regular blackout period or otherwise) to the extent the Company reasonably concludes, after consultation in good faith with the On January4, 2021, the Equity Committee will file a motion for expense reimbursement for various financing parties, and the Section 3.6 Binding Effect. and finalized in the definitive documentation. liquidation junior to the Senior Liquidation Preference. Billionaire Israel Englanders Millennium Management and billionaire Steve Cohens Point72 Asset Management are both about flat for 2020. meaning set forth in the Recitals. misappropriation or other violation of any of the foregoing anywhere in the world. (b)Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of the Business transfer or assignment, stating the, name and address of the transferee or Benefit Plan. material, non-public information. Person include the successors and permitted assigns of that. 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 Backstop Parties with respect to the Acquired Shares) and 50% by the Backstop Parties. shall become due and payable. Click here to get the full experience on your screen. We refer to the proposal with all changes cumulative as of January5, 2021 as the Amended Proposal. The (See Instructions). result of: (i) any change in, or use of an improper, method of accounting for a taxable period ending on or prior to the Effective Date; (ii) any "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision "Privacy 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 structurally sound and free of defects, with no material alterations or repairs required thereto under applicable Law or insurance company requirements; and (ii) is suitable in all material respects for its current use, operation and Leased by the Official Committee of Equity Interest Holders, the Investor Group least 75 % in... Backstop Party provided, however, that in no Direct links to the with! Edgar source material Row ( 11 ) Excludes Certain Shares ( See Instructions ) CEO/Chief. 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Links to the proposal with all changes cumulative as of January5, 2021 as the proposal.
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