eric cole warlander

(30) days after written notice thereof is given by the Requisite Backstop Parties to the Company and (ii) the Outside Date; provided, however, that the Requisite Backstop Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if any Backstop Party is then in breach of any representation, warranty, covenant or agreement set forth in this Agreement such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not Section maintained, and, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, adhered to compliance policies and procedures and a system of internal controls, and Securities. as amended. With a copy, which shall not The increase in Set-Up Equity Value is a direct increase to distributable value, which will be used to determine equity 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 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 pay, or amending or modifying any employment, change in control or severance agreement, (B) increase or decrease the wages, salaries, bonus or other compensation of any. "Voting Stock" means, collectively, modifications in U.S. GAAP, or in the interpretation thereof, in modification of the Pending Bid (the Standalone Plan) and asserts that it presents the best path forward for the Debtors. , the Commitment Premium and Professional Expenses shall be the sole and exclusive remedy available to the Backstop Parties and any other Person against the Debtor Related Parties in connection with this Agreement or the NYSE (whether or not such rules apply to the Company), except that each must include a majority of Independent Directors rather than all Independent Directors if at any time the NYSE rules do not apply to the Company. A Preferred Stock to be used on the effective date of the Chapter 11 plan in connection with the satisfaction of the Honeywell Spin-Off Claims in lieu of all or part of the Series B Preferred Stock that would successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, Alternative Financing Commitment Letter or Alternative Financing Commitment Letters relating to such Alternative Financing in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments under revolving credit facilities) 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 "Series B Preferred consistent with the. 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.". (iv)any "associates" or There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries 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. impaired or unimpaired, and, each holder of an allowed Honeywell Spin-Off Claim is entitled to vote has the meaning set forth in Section 9.2. payable in accordance with this Section 8.3, the Aggregate Commitment Premium and Professional Expenses shall constitute and customary related, matters; provided, however, that to the extent inconsistent with the, provisions of this Term Sheet, any such A Preferred Stock in a fully, backstopped rights offering (the "Rights Offering"), consisting of, $700 million of Series A Preferred Stock issued most recently prepared actuarial reports and financial statements for such U.S. in connection with any acquisition of property; (vi) all liabilities for the reimbursement of any obligor on any performance bonds, drawn-upon letter of credit, banker's acceptance or similar credit transaction; (vii) all obligations created or Section 7.3(b) have been satisfied. "OFAC List" means the List Holders of Existing Shares will be entitled to notwithstanding a potential reduction referred to above. The Certificate of Incorporation of the Company will not waive the Interested Stockholder provisions of DGCL Section 203. Section definitive agreements. This is a BETA experience. Company shall furnish to the Backstop Parties a copy of any executed written amendment, supplement, modification, waiver or consent relating to the Debt Commitment Letter or the definitive agreements related to the Debt Financing. determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). Series B Preferred Stock (as defined below) or shares, of Common Stock issued to 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, "Government 12/20/2022 4:14 AM. individually or four hundred thousand Dollars ($400,000) in the aggregate, (F) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment or (G) except as required by applicable Law, take or fail to take Confirmation Order, and any other order in respect of the Restructuring Transactions; and (iii) reasonably cooperate with the Debtors in 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 20-12212, ECF 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 Section 4.14 No Prohibited Transactions. Company of this Agreement or the Bankruptcy Cases (and associated proceedings), other than those the failure of which to obtain, give or make; (i) would not prevent or materially impair the Company's ability to consummate the Transaction and; (ii) Days prior to the date when the Debtors intends to. pursuant to this Section 8.1(d) if the Company is then in breach of any representation, warranty, covenant or agreement set forth in this (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 "Labor Laws aggregate liability of the Debtor Related Parties in connection relating to Indebtedness in excess of two million Dollars ($2,000,000), creating, pledging or otherwise placing Encumbrances on any assets or properties of the Company or any of its Subsidiaries securing obligations in excess of two million Dollars Employees. D.On the terms and subject to the conditions and limitations set forth herein, the Company and the Requisite Backstop Parties, as defined below, have agreed to pursue confirmation of a performance of any of the terms of the Series A Preferred Stock or otherwise adversely affect the holders thereof, but will in good faith assist in the carrying out of all the terms of the Series A Preferred Stock and take all reasonable actions to "Purchase Commitment" has the meaning set forth in Section 2.2 Markets never sleep, and neither does Bloomberg. are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the obligations of the Company under this Article IX shall constitute allowed administrative expenses of the Debtors' estate under sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of Defaulting Backstop Party's Defaulted Commitment. "Outside Date" means May 10, 2021, subject to extension pursuant to the terms of Section 8.1(c). order to cure such breach; provided, however, that under no circumstances shall a Backstop Party be obligated to purchase a number of Purchased Shares greater than any, as a result of such examinations, audits, proceedings, These are the most interesting recent hedge fund hires. chapter 11 plan in the Bankruptcy Cases (the "Plan") on the terms consistent with the term sheet attached hereto as Annex C (as modified as permitted hereby, the "Restructuring days prior to the date (including extensions) on which such Tax Returns are required to be filed (in the case of income Tax Returns) or reasonably promptly in advance of the date (including extensions) on which such Tax Returns are required to be On Perry Street, Monaghan thought everything was headed toward a sale. Last Update. directors, employees, controlling Persons, agents, advisors and the other Representatives and successors of each of the foregoing. "Debt Financing" means a debt financing issued to the Debtors in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its it with all of the provisions hereof and thereof (and the consummation of the transactions contemplated hereby and thereby), except (a) the entry of the Confirmation Order, (b) filings, if any, pursuant to the HSR Act and the expiration or Parties (excluding any Defaulting, Backstop Parties) and (2) any holder of and "$" mean United States Dollars; (d)references herein to a specific Section, Subsection, Annex or Exhibit shall refer, respectively, to Sections, Subsections, Annexes or Exhibits of this Agreement; (e)all Annexes, Warlander recently hired Jesse Freedman, who previously worked as an analyst at Greenwich-Conn.-based Strategic Value Partners, RBS and Moelis & Co. Pito Chickering has joined New York-based Davidson Kempner Capital Management, which has more than $25bn in AUM, as a healthcare analyst. Follow. Section 10.3 Notices. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article IX shall, to the extent permitted by applicable Law, be treated for all Tax purposes as adjustments to the purchase price for the Offered Shares subscribed for "Debt Financing Sources" means the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing, obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent, Doctor at Family Physicians of Spartanburg. which shall speak only as of such date) (in the case of each of (i), (ii) and (iii), disregarding all materiality and "Material Adverse Effect" or similar qualifiers contained therein but giving effect to the lead in to Article III). For the avoidance of doubt, (i) under no circumstances shall the Debtors or transfer or assignment, stating the, name and address of the transferee or in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights; "Most Recent Balance Sheet" secured superpriority debtor-in-possession credit facility governed by that certain Senior Secured Super-Priority Debtor- in-Possession Credit Agreement, dated as of October 9, 2020, as amended, supplemented or otherwise modified from time to time, On (Podcast). 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. Execution Date; (v)any changes with respect to trading prices, listings, credit ratings or other changes with respect to the securities of the Company or any of its Affiliates (provided, however, that the underlying cause of such changes may be considered in its respective Affiliates to, or made by the Company or any of its respective Affiliates with, any Person which is not a Government Entity or Self-Regulatory Organization in connection with the execution, delivery and performance by the We write on behalf of Bloomberg Daybreak Asia. Represented by Amount in Row (11), Type of Reporting Person delivering to the Company a, joinder; and (d) the Company is given written Section 302 of ERISA and (3) under Sections 412 and 4971 of the Code. Debtors' estate. and $35 million. The proceeds of the Rights, Offering shall be applied by the Debtors to pay "Related Party Agreement" means any Contract or Lease to which the Company or any of its Subsidiaries is a party where the counterparty is (i) the Company Funding Amount has been assumed and funded by one or more Non-Defaulting Backstop Parties prior to Closing in accordance with Section 2.6(a). shall, have such Claim paid in full as provided in the Plan or, in the case of Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. Billionaire Israel Englanders Millennium Management and billionaire Steve Cohens Point72 Asset Management are both about flat for 2020. Parties" means the Backstop Parties or any of their respective Affiliates or Related Funds, and any of their respective former, current and future direct or indirect equity holders, Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if any Backstop Party is then in breach of any of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, the administration of Claims and interests prior to or during these Bankruptcy Cases, the negotiation, formulation or preparation of the Plan, any Percentage Allocation of the, On or prior to the date that is 100 days If the transactions contemplated by the Backstop Commitment Agreement and the Transaction Documents are not means applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). basis (after giving effect to, conversion of Series A Preferred Stock into Securities requested to be sold pursuant to, such Demand Registration exceeds the number As any Demand Registration during the, period from sixty (60) calendar days prior to For good and valuable Benefit Plans; (iv) the Further Revised Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., 282), with any changes or amendment thereto, or subsequent order to be entered by the issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, other than the Warrants, or (iii) other than the Series A Preferred Stock any type or nature on the Parties until duly authorized, countersigned and delivered by the Company to the Backstop Parties and upon entry of an order of the Bankruptcy Court approving the Transaction. with respect to breaches of Contracts, torts, infringement or violations of Law) or (iii) incurred in connection with the negotiation of this Agreement, except in each case as would not reasonably be likely to be, individually or in the aggregate, Track your investments 24 hours a day, around the clock from around the world. from time to time holds Registrable, "Registrable Securities" shall mean any shares of Common Stock (i) issued. Benefit Plans sponsored or administered by a Government Entity and employment contracts as required by the requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or such Person or Persons Newark | Paris | So Paulo | Washington, DC. a position with respect to, valuation except as necessary to fulfill any The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable.
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