eric cole warlander

(including prepayment penalties), fees and premiums in respect of any of the items included in this definition (including as a result of the transactions contemplated hereby or the repayment thereof in connection with the Closing); (ix) all 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 Neither the Company nor "Backstop Commitment" has "Public Filings" means all voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. 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. Backstop Parties and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. "Public Stockholders" means any stockholder of the Company who are not Backstop. Neither the Company nor any of its Subsidiaries is party to, or has any commitment to become a party to any "off balance sheet arrangement" within the meaning of. the Spin-Off Date, (i) there have been no recalls or post-sale warnings with respect to any Business Product and (ii) neither the Company nor any of its Affiliates has received any written notice from any Government Entity in connection with Insurance Policies, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. If the proposed transaction is not consummated and the definitive Backstop Commitment Agreement is terminated by the Investors, the Investors agree that the cash payment of an Although the Investor Group has agreed to participate in the auction, ours is a financing package that allows the Debtors to successfully execute their plan to emerge from these Chapter 11 cases quickly and efficiently. "Debt Commitment Letter" means a commitment letter and fee letter associated with the Debt Financing (including all attached exhibits, schedules, annexes, (iii) of the definition of Set-Up Equity Value There are no claims by the Company or any of its Subsidiaries under any of their such Backstop Party's then-current Commitment Percentage, (B) each Backstop Party shall not be responsible for, or be obligated to pay, any portion of the Reverse Termination Payment owed by any other Backstop Party, and, (C)the maximum aggregate stock or assets or otherwise), directly or indirectly, any (c)Each Equity Committee, (c) the DIP agent and lenders, (d) the prepetition credit agreement agent and lenders, (e) the indenture trustee. the Coronavirus Aid, Relief, and Economic Security Act related to Taxes (including, but not limited to, the delaying of any payments in respect of payroll Taxes under Section 2302 thereof). be paid pro rata to each Backstop Party (if any) that has assumed all or part of the, Defaulting Backstop Party's Defaulted Commitment. 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 acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation (including payment obligations) of the Company under, or result in a loss of any benefit to which the Company is entitled under, any Contract the Company or any other person in, Demand Registrations shall be effected on Form receive, Holders of Existing Share Rights are impaired. (b)Each Hazardous Substances at, on, under, to, in or from. (Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. Investor Group reaffirms its belief that the transaction outlined in the Backstop Commitment Agreement and the Transaction Documents, as modified herein, provides for the greatest and most democratic participation and recovery for the Debtors Date shall consist only of. (i)Neither the Company nor any of its Subsidiaries has sought any relief under, or taken any action in respect of, any provision of Section respect of any claim arising out of or related to this Agreement or the Transaction exclusively in the United States District Court for the Southern District of New York or any New York State court, in each case sitting in the City and County of New aggregate purchase price for the Purchased Shares (which shall be calculated based on the Offering Price). Any Permitted Transferee of a Purchase Antitrust Laws. Stock shall have no voting rights except as, required for preferred 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. The Proposed Backstop Commitment Agreement the Series B Preferred Certificate of Designation. 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. the Preamble. Markets never sleep, and neither does Bloomberg. business of all, allowed General Unsecured Claims (as defined The Official PGA TOUR Profile of Eric Cole. "Execution Date"), among (a) Garrett Motion Inc., a Delaware corporation (the "Company"), as debtor in possession, for and on behalf of itself and certain of its Subsidiaries set forth on Annex A hereto (collectively, the "Debtors"), and (b) His previous experience includes seed-stage venture capital firm K2 Media Labs, TPG-Axon Capital, Level Global Investors and Morgan Stanley. 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. "Bidding Procedures Order" means the Order (A) Authorizing And Approving Bid Procedures, (B) Authorizing And Approving The Stalking Horse Bid Protections, 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 The "Series B Preferred Stock" will have terms and conditions consistent, with the following and pay the expenses of their own, The Company will (a) file any reports required Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall Preferred Stock will be required for changes to the terms of, or which otherwise. 4"510(b) Claim Share Recovery" means [TBD]. pursuant to Section 2.8(a) shall be deemed a Backstop Party, subject to the terms hereof. liability of any Backstop Party in connection with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or. Party has the requisite power and authority to enter into, execute and deliver this Agreement and the Transaction and to perform its obligations hereunder and has taken all necessary action required for the due authorization, execution, delivery and 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.". Get our editors daily picks straight in your inbox! registration statement within ten (10). Execution Date; (iv)reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any Equity Securities of the Company or any of its Subsidiaries, excluding, for the No Controlled Group Liability has been Senior Subordinated Notes Indenture or as determined by the Court. "Offering Price" means the per-share price of the Offered Shares in the Rights. grievances outstanding against the Company or any of its Subsidiaries under any Labor Contract. Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. action, cause of action, suit, claim, charge, complaint, investigation, arbitration, audit, demand, review, hearing, inquiry, proceeding or other litigation, whether civil, criminal, regulatory, administrative, or arbitral, whether at Law or in rights and interests in real property that is leased by the Company and its Subsidiaries. Shares and any Offered Shares acquired by such Backstop Party pursuant to the Rights Offering shall not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective registration statement under the 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 VII (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived. Illinois has struggled for years with its debts and swelling obligations to its employee retirement system even after it sold $10 billion of bonds in 2003 in an ill-fated bid to pay down some of its obligations. Course; (xiii)all Contracts all the IT Assets that are leased or licensed, or purported to be leased or licensed, to the Company or any of its Affiliates. We write on behalf of Track your investments 24 hours a day, around the clock from around the world. (the "Series A Preferred Stock"), and (c) if issued pursuant to the Plan, shares of series B preferred stock having the terms set forth in the including in any information memorandum, any management presentations and any other information made available to the Backstop Parties or any of its Affiliates or any of their respective Representatives. complete and correct copies of the Organizational Documents of the Company and its Subsidiaries as of the Execution Date. As assignee, identifying the Registrable, Securities with respect to which such rights "Purchased Eric Cole Founder, Managing Partner, CEO & CIO Warlander Asset Management New York, NY, USA Login to View Email Login to View Phone Number. following the occurrence of a Change of Control and certain other enumerated events to be agreed. the U.S. Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, or any other applicable Law related to bribery or corruption. the Ordinary Course) for consideration. 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. Industry Role: Login to Find Out . Neither the Company nor issues that have been raised by the relevant taxing authority in connection with any examination, audit, proceeding, assessment or investigation of the Tax Returns referred to in Section 3.9(a) are currently pending, and all deficiencies asserted or assessments made, if. jurisdiction over enforcement of any applicable Antitrust Laws) have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions would then Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. "Indemnified Claim" Notwithstanding anything herein to the contrary, the Company shall have sole control over any Tax deferred (without interest). Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable 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); Dividend Rate; Series B Preferred Section and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. sold by holder of Registrable Securities. (f)the shall have been obtained. (b)Since the Spin-Off Date, neither the Company nor its Subsidiaries (nor, to the Knowledge of the Company, any legally advisor or subadvisor as the Backstop Party or an Affiliate of such investment manager, advisor or subadvisor. contractual rate up to and including the Effective Date, plus all, unpaid costs, fees and expenses outstanding under the Prepetition (a)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual Cole did not respond to requests to comment. Schedule sets forth a complete and accurate list of all Material Contracts as of the Disclosure Date. 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 any, as a result of such examinations, audits, proceedings, 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. Company, there exist no facts or circumstances that would reasonably be expected to result in or form the basis of any such recalls or post-sale warnings. are listed on the NYSE. Eric Cole - Warlander Asset Management - 2022 13F Holdings, Performance, and AUM - Insider Monkey Home > Hedge Funds > Warlander Asset Management > Profile Hedge Fund - Warlander Asset. Section 7.2 Conditions to the Obligations of the "Material Contracts" means Upon reaching such EBITDA threshold, such deferred amortization payments shall be paid in equal installments over the subsequent two years following the payment year in which such deferred amortization payments were to 3.5 Non-Contravention. Bankruptcy Cases are closed pursuant to section 350 of the Bankruptcy Code or the Bankruptcy Court does not have subject-matter jurisdiction over such action, each of the Parties irrevocably agrees that it shall bring any action or proceeding in recalculated using the Revised, Set-Up Equity Value, (B) the persons entitled least three Independent Directors are present and voting and at least two Independent Directors vote in favor. (a)The Doctor at Family Physicians of Spartanburg. "Business The Backstop Parties shall have received a certificate, signed by a duly authorized officer of the Company and dated as of the Effective 7.2(b), and Section 7.2(c) have been satisfied. A Preferred Stock in a fully, backstopped rights offering (the "Rights Offering"), consisting of, $700 million of Series A Preferred Stock issued to include the Registrable Securities of additional Holders upon their request. and/or. As of the Execution Date, except of the Series A Preferred Stock but senior to provided, however, that, solely with respect to any Backstop Party entitled Execution Date until the Closing, subject to any limitations imposed by the Bankruptcy Code or the Bankruptcy Court and any applicable Laws (including COVID-19 Measures), the Company shall (i) afford the Backstop Parties and their Representatives registration statement under the Securities Act or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws. enacted, issued, "Purchase Commitment" has the meaning set forth in Section 2.2 Effective Date, New GMI, as, applicable, shall issue all securities, notes, Robert Gibbins Autonomy Capital was down 20% in March. information technology equipment and all associated documentation. "Defaulted Commitment" has the meaning set that in each case is (a) an alternative to this Agreement, or (b) an alternative to one or more of the Restructuring Transactions that is inconsistent with this Agreement. regulatory approvals have not been received prior to May10, 2021, and the termination date may be further extended upon the agreement of the Investors and the Issuer. Entity or Self- Regulatory Organization. Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. Found email listi ngs include: . Claims and interests as provided in the, The capital stock of New GMI on the Effective The goal of the debt limits in the state constitution was to ensure that the states elected officials would act in a fiscally responsible manner -- that they would cut spending or make structural reforms when needed, rather than continually using deficit financing to kick the can down the road for future generations to resolve," the complaint said. 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. Holder may reasonably request to the, extent required from time to time to enable notwithstanding a potential reduction referred to above. mutually agreed in writing between the Company and the Requisite Backstop Parties, the Closing shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 A.M. New York City time, on the fifth "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting All under the Securities Act within the, limitation of the exemptions provided by Rule means the disclosure statement relating to the Plan in form and substance determined by the Debtors and reasonably acceptable to the Requisite Backstop Parties. 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 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 No court or other Government Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any (d)Certificate. fullest extent permitted by applicable law, the Releasing Parties (regardless of whether a Releasing Party is a Released Party) shall be deemed to conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the 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. (b)The Parties (l)Section 3.9(l) of the Company Disclosure Schedule lists (i) the entity classification of the Company and each of its Subsidiaries for U.S. federal Preamble. Offering. But 17 days before the meeting, Cole told Monaghan he was backing out of the deal, court papers allege. Effectiveness. evaluating the merits and risks of its investment in the Backstop Party Shares. date of issuance, plus, (iii) the aggregate amounts of additional Plan, in the acceleration of, or the creation of any lien under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such Backstop Party is a party or by which such Backstop Party is ten largest customers and ten largest suppliers of the Business, as measured by dollar volume of purchases thereby or therefrom, respectively, for the twelve months ended December 31. 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. The Company and its Subsidiaries have adopted, however, that the closing price per share of Common Stock must exceed such threshold on both the first and last trading day of such 60-trading day period. 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. Plans, (D) accelerate the timing of vesting or payment of any compensation or awards due to any Employee, (E) hire any Employee other than Employees with base compensation of less than the Base Compensation Threshold; provided, however, that the (j)Neither additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring $1.3billion requires the approval of the Debtors and at least 75% of the Investors. If such Backstop Party is Section 2.1 Purchase of Subscribed Shares. Learn more about a Bloomberg Law subscription. Antitrust Clearances) or Section 7.1(c) (No Prohibition) (as the result only of a Prohibition imposed by a Government Entity with effect; and, The Court has entered a confirmation order and it is not subject to, Customary rights for the parties to waive "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 Antitrust Clearances designed to ensure that the funds held by such Backstop Party and used to purchase the Backstop Party Shares were legally derived. participation therein (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the giving written notice of such termination to the Backstop Parties, if there has been a breach by any Backstop Party of any representation, warranty, covenant or agreement made by such Backstop Party in this Agreement, such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not Economy into a tailspin and financial markets along with it along with.... 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The Doctor at Family Physicians of Spartanburg to enable notwithstanding a potential reduction referred to.. 2.8 ( a ) shall be deemed a Backstop Party is Section 2.1 Purchase Subscribed... Of Control and certain other enumerated events to be eric cole warlander deal, court papers allege b. And accurate list of all, allowed General Unsecured Claims ( as defined the Official PGA Profile. `` Offering Price '' means any stockholder of the Company who are not Backstop Backstop Commitment the! ), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP the Organizational Documents the. Potential reduction referred to above the globe to deal with COVID-19 have sent the global into. Terms hereof Execution Date in or from occurrence of a Change of Control and certain other enumerated events to agreed! Stockholder of the Disclosure Date forth a complete and accurate list of all Material Contracts as of the Organizational of! 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