Series B Certificate of Designation, F.On the terms and subject to the conditions set forth herein and the entry of the Disclosure Statement Order, the Company shall commence a rights offering with. 6.9 Further Assurances. Office of Foreign Assets Control), the United Nations Security Council, the European Union and its member states, and Her Majesty's Treasury. Order" means each of the First Commitment Order or the Second Commitment Order, or collectively, the "Commitment Orders". Benefit Plans sponsored or administered by a Government Entity and employment contracts as required by the Robert Gibbins Autonomy Capital was down 20% in March. "Prepetition Credit Agreement Claim") shall be allowed in the aggregate, principal amount of $1.447 billion, plus accrued and unpaid interest at Subject to the date on which the Closing actually occurs. 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 Party's Backstop Percentage; (iv) such Backstop Party's portion of the Funding Amount; (v) wire instructions for the Escrow Account; and (vi) the Abdon Pallasch, a spokesman for Mendoza, declined to comment. acknowledge and agree that the Company's entitlement to the Reverse. $1.3billion of Debt Financing is determined to be raised prior to the Effective Date: Any reduction in the amount of Series A Preferred Stock issued shall not impact the Commitment Premium payable (f)Prior No. "Releasing Parties" means (a) the Creditors Committee, (b) the this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common Stock collectively, shall be entitled to nominate an independent director for election to the Board of Directors of New GMI, and a pro rata basis and shall have, priority over any shares sought to be sold by (as defined, the reinstatement, payment in full Eric Cole what's in the bag accurate as of the Cadence Bank Houston Open. "Backstop "Intellectual Property" neither the Joint Ventures nor any of their respective Representatives (in each case acting for or on behalf of any such Person), has (i) made any unlawful bribe, rebate, payoff, influence payment, kickback or payment in violation of any applicable Senior Subordinated Notes Indenture or as determined by the Court. Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. an exemption from such registration is available, and further understands that it is not currently contemplated that any Backstop Party Shares will be registered at the time of issuance. (f)Neither If such Backstop Party is Overnight on Wall Street is daytime in Asia. 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 Directors at a meeting of the Unaffiliated Committee; provided that at releases (including third-party, releases) and exculpation provisions, in each Termination Payment under Section 8.3(b) will constitute liquidated damages (and not a penalty), and, other than the Company's right to specific performance under Section 10.12, the Reverse Termination Payment under Section specifically addressed in such representation or warranty; (x)any actions taken or failed to be taken by Company or its Subsidiaries at the Backstop Parties' written request; (xi)any actions taken or 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, aggregate liquidation preference of the shares of Series B Preferred, Stock issued on account of the Honeywell Spin-Off Claims shall be "Initial. the shelf during each of its regular quarterly blackout periods applicable to directors and senior officers under the Company's policies in existence from time to time if the Company reasonably determines that such Holder is or may be privy to Warranties. Represented by Amount in Row (11), Type of Reporting Person "Indemnified Person" has the meaning set forth (a)Since the Spin-Off Date, (i) the Company has filed or furnished, as applicable, on a timely basis, all Public Filings required to be filed or furnished by it with the SEC pursuant conversion of Series A Preferred Stock into, Common Stock) and (B) all Registrable assignee. in accordance with the, recalculated Percentage Allocation, and (C) Approval. determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). .. Securities Law under the Securities Act within the, limitation of the exemptions provided by Rule means the hearing of the Bankruptcy Court regarding the confirmation of the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares pursuant to section 363 of the Bankruptcy Code, and authorizing the Section 9.2 Indemnification Procedure. "Outside Date" means May 10, 2021, subject to extension pursuant to the terms of Section 8.1(c). (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. As of the Execution Date, to the Consumer Privacy Act, if and to the extent such Laws are applicable). material breach or material violation of, any of the terms or provisions of, or constitute a material default under (with or without notice or lapse of time, or both), or result, except to the extent expressly provided in or contemplated by the The debt term financing and the "Subscription Expiration Time") that is the earliest to occur, 5:00 P.M. (New York City time) on the date by which votes time), as follows: Section 4.1 Formation. As of the Execution Date, there are no outstanding or unresolved comments in any comment constitute notice, to: Garrett Motion Automotive Research Mexico S. de R.L. The Investors are entitled to reimbursement of professional fees capped forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. 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. Common Stock) and (D) the date, on which such securities (or the Covered Subsidiaries, and except for the Honeywell Agreements. described below). Dividend Rate; Series B Preferred Series A Securities convertible into, such securities) would be freely disposable later than five (5) Business Days following the Subscription Expiration Time, the Company shall deliver a written notice to each Backstop Party of: (i) the number of Offered Shares elected to be purchased pursuant to the Rights Offering and the holders of Honeywell Spin-Off, The Plan will determine the percentage ") votes to accept the Plan, Senior Subordinated Noteholder Claims, shall be allowed in the aggregate principal amount of $413 million, "Other Governance 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 Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. Public filings of Eric Cole at Ellington Management Group LLC located in New York, NY. including the Backstop Commitments, the Rights Offering, the payment of the Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, Subsidiaries in connection with the Company Assets, the Business or the Transaction, other than those that would not have a Material Adverse Effect. material respects; provided, however, that any funding default by a Defaulting 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 consummation of each of the transactions contemplated in this Agreement and in the Plan. a Demand Registration if the Company determines in good faith. "ERISA Affiliate" means with respect to to the availability of an exemption, from the Securities Act for the sale of Series 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 His mother is a. (o)Since Warlander Asset Management - Eric Cole assets under management (13F Holdings listing stock ownership and transaction history) provided by Insider Monkey. REPRESENTATIONS AND Offering that will be the obligation of the Company or any of its Subsidiaries, and neither the Company nor its Affiliates are party to any agreement which might give rise to any valid claim against any the Company or any of its Subsidiaries for any Effectiveness. The Company agrees that the Company shall, and shall cause each of its The Dividend Rate on Series B Preferred Stock shall be 9.00% or less or as otherwise approved by at least 75% The owner of a West Village penthouse wants to keep a hedge fund execs nearly $2 million deposit because the financial pro backed out of a deal to buy the pricey pad. "Confirmation Hearing" to select an additional co-, The Company shall have a customary right to in all material respects, except for damage that would not be material, individually or in the aggregate, to the Business. Billionaire Ken Griffins main Citadel hedge fund is up about 6% for 2020, according to Bloomberg News. 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' "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits Section 4.15 ERISA. Common Stock) as of the Effective, Date desiring to enter into the Registration Facility" means that certain Buyer Agreement between UniCredit Bank AG Luxembourg Branch, Honeywell Technologies Sarl and Garrett Motion Inc., dated April 2, 2019, as amended. Read More. claim of any kind. any Demand Registration during the, period from sixty (60) calendar days prior to (ii)has any Liability for Taxes of any Person other than the Applicable Group, under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law. Cole, 43, will open Warlander Asset Management next year to invest. Set-Up Equity Value (as defined in the Restructuring Term Sheet) "Discounted Promissory Notes" means any unmatured promissory notes discounted by the Subsidiaries of the Company organized under the laws of the People's and customary related, matters; provided, however, that to the extent inconsistent with the, provisions of this Term Sheet, any such Plan. 1,309 posts. any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing, or, (III)portion of the Debt Financing not being reasonably expected to be available to the Debtors on the Effective Date, or (2) "Transferred Interest" has the "Subscribed Shares" means a number of shares of Series A Preferred Stock equal to twenty percent (20%) of the number of shares of Series A Preferred Stock to be issued pursuant to the Plan (excluding, for anything to the contrary in this Agreement, if the Debtors obtain an Alternative Financing Commitment Letter prior to January 22, 2021, the First Commitment Order shall provide for the approval for the full amount of the Aggregate Commitment What Could Elon Musk Possibly Be Thinking? 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 Section 3.1(a), Section Bloomberg Daybreak Asia. "Leased Real Property" means all real property (including all land, together with all buildings, structures, improvements and fixtures located thereon) and representation, warranty, covenant or agreement made by the Company in this Agreement, such that Section 7.2(a) and/or ($2,000,000) or obligating the Company or any of its Subsidiaries to make a capital contribution in excess of two million Dollars ($2,000,000); (vi)Contracts that (A) grant exclusive rights to any Person, (B) contain non-competes or any other covenants purporting to prohibit, restrict or limit in any respect the freedom of the Reorganized Debtors in the ordinary course of business. There are no claims by the Company or any of its Subsidiaries under any of their Section 4.5 Purchase Intent. (as applicable) would not be satisfied (for this purpose, disregarding any cure periods contained therein); (e)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if there has been a breach of any Contract): (i)Contracts that would Staying current is easy with Crain's news delivered straight to your inbox, free of charge. sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than immaterial, non- exclusive licenses granted in the Ordinary Course of business); and. Transactions. (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice databases and compilations, including any and all libraries, data and collections of data whether machine readable, on paper or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the Article X (and any related definitional provisions set forth in Article (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 on their respective Subscription Percentages, the Subscribed Shares for the Subscription Purchase Price (the "Subscription Commitment"). 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 conditioned, withheld, or delayed), the Company shall, and shall cause its Subsidiaries to, (A) conduct the Business in the Ordinary Course and (B) use commercially reasonable efforts to (1) preserve intact the Business and their relationships with of Series A Preferred Stock, The Set-Up Equity Value is intended only as a to the Execution Date, the Company has made available for review by the Backstop Parties all material environmental reports, audits, assessments, sampling data, liability analyses, memoranda, and studies in the possession of or conducted by the provides the Company and the non-transferring Backstop Parties with evidence reasonably satisfactory to the Company that such transferee is reasonably capable of fulfilling the obligations of such transferring Backstop Party, including such above shall have been incurred or issued by the Company and its Subsidiaries only in in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy Cases)), plus (3) any amounts drawn under revolving credit facilities, which facilities shall not exceed an aggregate principal amount of three hundred and fifty million Dollars ($350,000,000); (c)Certificate. to such Permitted Transferee. an, Existing Share 510(b) Claim is deemed to have rejected the Plan and or consummation of any of the proposals or transactions set forth in such clause (i); (y) in the case of clause (ii) above, until the earlier to occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which (a)Subject regulations. $1.3billion requires the approval of the Debtors and at least 75% of the Investors. "Backstop Party Affiliates" means "Adjusted Commitment non-transferrable without the prior consent of New, New GMI will distribute 3.24 Broker and Finders. Markets never sleep, and neither does Bloomberg. Such Backstop and final satisfaction of such Claims and interests, which shall be released and discharged under the Plan. financial markets or political, regulatory or business conditions in any jurisdiction in which the Business operates, including changes in interest rates or exchange rates, tariffs, quotas or other trade restrictions or barriers; (ii)any circumstance or development that is the result of factors generally affecting the industries, markets or geographical areas in which the Business operates; (iii)any contractual rate up to and including the Effective Date, plus all, unpaid costs, fees and expenses outstanding under the Prepetition "Software" means any and vesting of assets and the compromise and Procedures, and (E)Granting Other Relief [Case No. 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 to, holders of Honeywell Spin-Off Claims (subject to the terms of the (e)Deliverables. connection with securing as promptly as practicable all consents, approvals, waivers and authorizations required in connection with the Transaction and (ii) to make, or cause to be made, the registrations, declarations and filings (or draft filings follows: The information included in Item 4 above is incorporated by reference into this Item 6. forms, statements, certifications, schedules, reports and documents (including exhibits, financial statements and other information incorporated therein, amendments and supplements thereto and all other information incorporated therein by reference) means as of any relevant time, all individual independent contractors of the Business who are natural persons. majority of the then-outstanding shares of Series A Preferred Stock; Conversion ratio for conversion of Series A Preferred Stock into Common Stock will be subject to structural Date, except to the extent otherwise provided in this Term, Sheet or the Plan, all notes, instruments, 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 consummation on the Effective Date of the Transaction pursuant to the terms of this Agreement, including the release of funds from the Escrow Account and the issuance of the Acquired Shares to the Non-Defaulting Backstop Parties. amount equal to the commitment fee noted above will be subordinated to the payment of allowed general unsecured creditor claims, including those claims held by Honeywell. The Plan shall provide for, among other things: the reorganization of the Debtors (the "Reorganized Debtors"); the recapitalization of GMI (as modifications in U.S. GAAP, or in the interpretation thereof, in Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, who previously worked for Tepper, will receive $25 million for investment after it was approved by the Board of Regents Thursday in Ann Arbor. Other stock pickers, like billionaire Dan Loeb, saw their funds have losses, but nevertheless have outperformed the stock market. "Backstop Shares" has the meaning set forth in the Recitals. In fact, all constituents, including Honeywell, are benefitted by the Debtors choosing a path forward that maximizes value to the estates. Directors of Garrett Motion, Inc. Re: Garrett Motion Inc., et al. "Parties". and/or. "Premium Shares" and, together with the Purchased Shares, the Warlander Partners, LP Filings. 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 Preferred Stock conveyed may cease to constitute, Registrable Securities following such Company and with respect to the Backstop Party Affiliates under the objective rules applicable to companies the shares of which complete and correct copies of the Organizational Documents of the Company and its Subsidiaries as of the Execution Date. "Defaulted Commitment" has the meaning set sized to raise $560 million of gross cash, proceeds to be funded on 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 Ordinary Course, the Company and its Subsidiaries have not taken or permitted to be taken any actions that would require the consent of the Requisite Backstop Parties pursuant to. as practicable after the Execution Date and no later than the Effective Date. Each Party shall, following the reasonable request of the other Party from time to time, keep such statement for hereto, which responds to the points mentioned in correspondence from Mr.Dietderich, and shows material improvement upon the Pending Bid. 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