eric cole warlander

constitute Registrable Securities upon the, earliest to occur of: (A) the date on which Except as provided in this Pursuant to a separate agreement with each Backstop Party Stockholder, each Backstop Party Stockholder shall at all times (a) 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 The Equity Committee may continue to solicit alternative financing for a standalone chapter 11 plan during the The capital stock of New GMI sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu basis with all other administrative expenses of the Section 7.3 Conditions to the Obligations of the Company. requested thereby, such records as required by applicable law, provided that such Backstop Party is permitted to do so under applicable law. (e)There Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firm's head of research. According to city records, the sellers of the pad are Rachel and Eric Cole, who bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen. The entry of any Acquired Shares into the account of a Backstop Party pursuant to the Company's book "Licensed IT Assets" means Joint Filing Agreement by and among the Reporting Persons, dated as of December21, 2020 (filed with the Schedule 13D). Cole -- Warlanders chief executive officer and chief investment officer -- and his team of four will join Ellington and continue managing the Warlander portfolio as a part of the deal. 361 of the Code, other than the entities listed on Section 3.9(h) of the Company Disclosure Schedule in connection with the distribution of the 8.1(b), Section 8.1(e), Section 8.1(f)(ii), or Section 8.1(f)(iv), the later of (A) February 21, 2021 and (B) time at 100% of the then-outstanding Junior, Liquidation Preference According to the listing, with Kyle Blackmon of Compass (who also sold the apartment to the Coles), this unit is the only duplex in the entire building. Click here to get the full experience on your screen. -- the absence of which would not have a Material Adverse Effect. Subject to the blackouts referred to below, the Company shall use its reasonable best efforts to cause the Initial Shelf borrowed money of the, Reorganized Debtors on and after the date of or a failure to act by or on behalf of any Indemnified Person. after such delivery, such funds shall be released to the applicable Backstop Party, together with all interest accrued thereon, if any, under the terms of the Escrow Agreement, promptly following such termination, but in no event later than one (1) existing Claims and interests, a, channeling injunction with respect to Claims "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 Alternative Financing, and (B) to any Debt Commitment Letter shall include any Alternative Financing Commitment Letter. 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. 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. omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or necessary in order for the successful. Such Backstop Party will have Affiliates shall at any time be relied upon as the ERISA Plan's fiduciary with respect to any decision to acquire, continue to hold or transfer the Backstop Party Shares. shareholders, and other unaligned shareholders. 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 warrants that neither Company, nor any of its Affiliates has acted as the ERISA Plan's fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Backstop Party Shares and neither the Company nor any of its maintained, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, accurate books and records, as and to the extent required by applicable Anti-Corruption I), including the payment of the Commitment Premium and any and all Professional Expenses. (g)None of the Company or any of its Subsidiaries has any material obligation to gross-up, 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. applicable, of the Debt Financing. breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. "Honeywell" means Honeywell International all Tax returns consistent with, and take no position inconsistent with, such treatment (whether in audits, Tax returns or otherwise) unless required to do so pursuant to a "determination" within the meaning of Section 1313(a) of the Code. 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 solicited, Each holder of an allowed Claim arising from rescission of a purchase proportion to their respective holdings of Existing Shares. the Company, provided that the. the Rights Offering Procedures. as may be necessary for such, Holder to complete and file any information The Investors are entitled to reimbursement of professional fees capped Security Act of 1974, as. reasonably acceptable to the Backstop Parties. Markets never sleep, and neither does Bloomberg. Specific Performance consummate the Closing or for a breach or failure to perform hereunder or otherwise) following termination of this Agreement, and none of the Backstop Party Related Parties shall have any further Liability relating to or arising out of this Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. of all Backstop Parties. Click below to see everything we have to offer. aggregate principal amount equal to one billion two hundred million Dollars ($1,200,000,000); and. (e)As of the Execution Date, none of the Owned Real Property or the Leased Real Property has suffered any damage by fire or other casualty which has not heretofore been repaired and restored Each of the covenants and agreements of the Backstop Parties to be performed on or prior to the Closing shall have been duly performed in all effectiveness of any obligation of the Company shall not affect the rights of the Backstop Parties to terminate their obligations hereunder as and when contemplated in this Agreement. any of them to sell Series A Preferred, Stock or Common Stock without registration and finalized in the definitive documentation. The Company and its Subsidiaries have adopted, be. stock or assets or otherwise), directly or indirectly, any Bankruptcy Court approving. "Restructuring Transactions" means the restructuring transactions of the Company's capital structure pursuant to the Plan, on the terms set forth in the (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. obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent, manner and, if not exercised, the Subscription Rights will lapse. "Certificates of Designation" means the Series A Certificate of Designation and (if Series B Preferred Stock is issued pursuant to the terms of the Plan) E.The Plan provides that, on the Effective Date, as defined below, the issued and outstanding capital stock of the Company shall consist of (a) shares of common stock of the Company (the IX; provided, however, that if the Debtors "Debt Financing" means a debt financing issued to the Debtors in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments Thanks for contacting us. 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 So far, Cole has not been able to move his Trump condo. shall, have such Claim paid in full as provided in the Plan or, in the case of Price); (iii) the aggregate number of unsubscribed Offered Shares to be issued and sold by the Company to such Backstop Party, based upon such Backstop. Benefit acknowledge and agree that the Company's entitlement to the Reverse. provides that New GMI would be unable to: (i)incur debt, except for drawdowns on its revolving credit facility for working capital needs up to a maximum of $350million, if such incurrence would result in leverage greater than 2.5x of New material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Debt Financing or any provisions of the Debt Commitment Letter; and (iii) if prior to the Effective Date, the Debt Commitment Letter "Tax Returns" means all reports, declarations, claims for refund, returns or information returns or statements filed or required to be filed with respect as in effect on the Execution Date; (v)merge or consolidate the Company or any of its Subsidiaries with any other Person, except for any such transactions among the Company and its wholly owned Subsidiaries, or restructure, Ellington Management Group's Ellington Warlander Fund, which came to the company in a combination with Eric Cole's Warlander Asset Management, returned a net 37% last year as the vehicle's wagers on stressed corporate credit rallied, according to a person with knowledge of the matter. means the most recent unaudited consolidated balance sheet (including the notes thereto) of the Company included in its Quarterly Report for the quarter ended September 30, 2020. Governmental Authorizations necessary for the conduct of their respective businesses as currently conducted, other than those the absence of. The Amended Proposal is based upon a total enterprise value of New GMI at emergence of The Set-Up Equity Value shall be recalculated using, Released Cash Collateral in lieu of Estimated IV, except where any failures of any such representations and warranties to be true and correct would not prevent or materially impair the ability of the Backstop Parties to consummate the Transaction. required to be obtained by Backstop Parties. Such Backstop Party further represents and warrants that, to the extent required, it maintains policies and procedures reasonably Section 10.1 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. Eric Cole 's Warlander Asset Management will combine with Ellington Management Group in a bid to scale its credit strategy, according to an investor letter seen by Bloomberg.. Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. Find thousands of job opportunities by signing up to eFinancialCareers today. The Dividend Rate on Series B Preferred Stock shall be 9.00% or less or as otherwise approved by at least 75% be satisfied; (d)subject to the right of the Non-Defaulting Backstop Parties to arrange a replacement of a Defaulted Commitment in accordance with Section 2.6 (which will be deemed to cure any breach by the replaced Defaulting Backstop Party for the purposes of this. Affiliates own less than 2% of the, outstanding shares of Common Stock on a fully Company or any of its Subsidiaries is currently negotiating any Labor Contract. which would not have a Material Adverse Effect. applicable as of the Disclosure Date: (i) the current prospectus or summary plan description for any such Benefit Plan and any summaries of material modifications to such current prospectus or summary plan description; (ii) the most recent favorable 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. by the Debtors and the Backstop, Parties, but not less than a sale of the company. The Company shall have commenced the Rights Offering on the Subscription Commencement Date, the Rights Offering shall have been conducted Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or They have mortgaged the states future to pay for the present.". Bankruptcy Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, under this Agreement, including the ability to make and complete the payment of the aggregate purchase price for such Backstop Party's Purchased Shares on the Funding Deadline. Represented by Amount in Row (11), Type of Reporting Person Applicable Group) or. Section 7.1 Conditions to the Obligations of the If you have any the extent required to be accrued under applicable accounting principles. sold in such offering are being sold by, the Company for its own account, the Company days and in, accordance with income Tax purposes, as of the Execution Date and as of the Effective Date, and (ii) each entity classification election and change in entity classification that has been made under Treasury Regulation Section 301.7701-3 with respect to the Company transfer or assignment, stating the, name and address of the transferee or transactions of the type. with respect to customer and supplier lists, and marketing, pricing, distribution, and cost and sales information; (iv) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of determination or opinion letter, and to the predictive, or forward-looking in nature). "BSA" means the Bank Secrecy Act (31 U.S.C. His previous experience includes seed-stage venture capital firm K2 Media Labs, TPG-Axon Capital, Level Global Investors and Morgan Stanley. Material Adverse Effect, (i) the Company and its Subsidiaries own or have the valid and enforceable right to use all Intellectual Property, including the Company Intellectual Property, used in or necessary for their conduct of the Business as Find thousands of jobs in financial services and technology by signing up to eFinancialCareers today. 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 transfer is for not less than the, lesser of (A) Registrable Securities and entry procedures and delivery to such Backstop Party of an account statement reflecting the book entry of such Acquired Shares shall be deemed delivery of such Acquired Shares for purposes of this Agreement. Benefit Plans. "Bankruptcy Cases" has the meaning set forth in the Recitals. allocation between Common Stock, (including any Common Stock issued to holders "Transaction Documents" Nobody Wants the Company Sold Except for KPS. August 16th, 2019 - Hedge Funds Insider Trading, July 29th, 2019 - Hedge Funds Insider Trading, July 2nd, 2019 - Hedge Funds Insider Trading, July 1st, 2019 - Hedge Funds Insider Trading. "Losses" has the meaning set forth in Section 9.1. (a)The Rights Offering shall be conducted, and the Subscribed Shares, the Offered Shares and the Premium Shares shall be offered and on their respective Subscription Percentages, the Subscribed Shares for the Subscription Purchase Price (the "Subscription Commitment"). Section 2.1 Purchase of Subscribed Shares. Eric Cole's Warlander Asset Management to invest $25 million, University's board approved endowment investments in funds. Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject to indemnification by the Indemnifying of a majority of the Registrable, Securities requested to be included in such "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, Employees. Company's ability to consummate the Transaction and (ii) would not reasonably be likely to be, individually or in the aggregate, material to the In a statement, the governor says:"This is simply a new tactic from the extreme right to interfere in capital markets. His Andurand Capital hedge funds were coming off two straight years of losses, but in February Andurand wagered the coronavirus would shake up the oil market and he started to short oil aggressively. of the Execution Date, the Backstop Parties have delivered to the Company a true, correct and complete copy of the Debt Commitment Letter, dated as of the Execution Date, and executed by the Debt Financing Sources party thereto, confirming its or otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, has violated any Export Law. "Percentage Allocation"): the percentage of fully diluted shares December10, 2020 (filed with the Schedule 13D). contractual term for the, limited purpose of determining the Percentage Such Backstop (a)Section 3.23(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Labor Contracts as of the Execution 3.22(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of all current Employees employed in the Business as of the Disclosure Date (identified by employee identification number) and Independent disposal of, any Hazardous Substance or waste material or (z) noise, odor or electromagnetic emissions. The, Company shall have priority in any delivering to the Company a, joinder; and (d) the Company is given written "Bankruptcy Court" has the meaning set forth in the Recitals. Term Sheet") and otherwise developed by the. Cole could not immediately be reached for comment. securities of the Debtors. Pursuant to such registration rights agreement, 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 actual amount of restricted, cash collateral of the Debtors as of the date presentations, "road shows" and sessions with prospective financing sources, investors and ratings agencies, upon reasonable prior notice at mutually agreed times and places. Section 5.1(a). Section 5.3 Fiduciary Backstop Party shall have the right to assume a portion, based on the Adjusted Commitment Percentage (or such other proportion as agreed among the Non-Defaulting Backstop Parties) of such Defaulting. Approval. Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting The novel coronavirus is a pandemic that came on fast and hit us at the worst possible moment because we had a long tilt in our positions, Dalio wrote to his investors in March. 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. Even the shareholders who are bidding through the assignee. Contractors retained in the Business as of the Disclosure Date, identifying as to each Employee a job title, years of service, amount or rate of compensation, most recent annual bonus received and current annual bonus opportunity, location of rata basis in B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. Leda Bragas Systematica BlueTrend fund, for example, was up 9.4% for the year as of March 27, 2020. Directors of Garrett Motion, Inc. Re: Garrett Motion Inc., et al. Eric is currently based in New York City, New York. (i)all Material Contracts are valid, legally binding and, to the Knowledge of the Company, in full force and effect and enforceable against each party thereto in accordance with the express Subject to and following the entry of the Disclosure Statement Order, on the terms and subject to the conditions set forth herein, the Company shall conduct the Rights Offering in the form and manner set forth on Annex D hereto, or as otherwise reasonably acceptable to the Company and the Requisite Backstop Parties and approved by the Bankruptcy Court (the "Rights Offering Procedures"). 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, reasonable for the Backstop Parties to withhold consent in such Section 10.3 Notices. Execution Date to the Effective Date, except (i) as set forth in Section 6.2(b) of the Company Disclosure Schedule, (ii) as expressly permitted by the terms to be included in such underwritten, offering, the Company shall include in such as would not reasonably be likely to be, individually or in the aggregate, material to the Business, the Company has disclosed to the Backstop Parties all claims by the Company or its Subsidiaries in the last five (5) years, including in relation September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee the Execution Date, the Parties will negotiate in good faith and use their reasonable best efforts to agree on the form and terms (including exercise price and number of shares of Common Stock issuable upon exercise) of warrants exercisable for the Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or Senior Subordinated Noteholder Claim is entitled to vote to accept or to reject the Plan. No Controlled Group Liability has been Backstop Party's "Subscription Percentage", and collectively, the "Subscription Percentages"), the Subscribed Shares for an aggregate purchase price of $140,000,000 (the, "Subscription Purchase Price"), and (b) at the including the parties to the Debt Commitment Letters (including any Alternative Financing Commitment Letters) and any joinder agreements or credit agreements (or similar definitive financing documents) relating thereto in each case in their capacity "Government such securities) cease to be respect of any Person, such Person's directors, officers, employees, financial advisors, attorneys, accountants, consultants and other advisors, agents or representatives. No claim has been made by a Government Entity in a jurisdiction in which the Company or any of its Subsidiaries does not file a particular type of Tax Return (or pay a particular type of Tax) that the Company or any knowledge of the Backstop Parties, no event has occurred that (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach or default by the Debt Financing Sources party thereto under the Debt Commitment No such customer or supplier facility (including, all buildings, structures, fixtures, building systems, equipment, improvements and all components thereof) included in the Company Assets (i) is in all material respects in good operating condition and repair and is Documents. But some hedge funds shined in March, trading around the market volatility as they were designed to do even as many of their traders worked from home. (a)the obligation "OFAC" means the U.S. Treasury Department's Office of Foreign Assets. 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. shall use its commercially reasonable efforts to list the Series A Preferred Stock and the Common Stock on the New York Stock Exchange (or such other national securities exchange as may be reasonably requested by the Requisite Backstop Parties) on terms or were otherwise breached. exceed $105 million (the, "Estimated Cash Collateral"), minus (iv) the sum of (A) the principal, amount of the Debt Financing (including any the selection of the Revised Investor Bid as the highest and best bid. most recently prepared actuarial reports and financial statements for such U.S. issuance of. 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 Series A Preferred Stock funded shall be no less than $400million. Hedge fund titan Ray Dalio said he wouldnt rule out China using its Treasury holdings to gain an upper hand against the U.S. in the trade war a view that contrasts with many other observers. and its Affiliates (including the Company's Subsidiaries) (including policies providing property, casualty, liability, and workers' compensation coverage, but excluding any Benefit Plan). Agreement or the Transaction following termination of this Agreement. Date, to the effect that the conditions set forth in Section 7.2(a), Section requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not have a Material Adverse Effect. Benefit Plans; and (v) all material correspondence related thereto from the Spin-Off Date to the Disclosure Date with any Government Entity. combination thereof, which liabilities are required to be classified and accounted for under U.S. GAAP as capital leases; (v) all deferred, installment or contingent purchase price obligations, including "earn-out" obligations issued or entered into Under the Securities Exchange Act of 1934, (Date of Event Which Requires Filing of this Statement), If the filing person has Lock-Ups: In connection with an underwritten and sixty (60) calendar days after, the effectiveness of any registration made by Measuring 4,266 square feet, the pad has five bedrooms and four and a half bathrooms. Financing or (C) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing or adversely impact the ability of the Company or the applicable Backstop Parties to enforce their assignment or other conveyance of, Registrable Securities or Covered Series A would consist only of: (i)reinstated shares of Common Stock; (ii)up to $600million (and no less than $400 million) of Series A Preferred Stock issued to holders of existing shares of Common Stock (as may be limited pursuant to instruments as may be required for the release of funds from the
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