1) to Schedule 13D amends and supplements the Schedule 13D
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,
Parties pursuant to the terms of the
or any similar phrase means the actual knowledge of any of Olivier Rabiller, Peter Bracke, Jerome Maironi, Sean Deason or Jean Philippe Bedu, after reasonable inquiry, it being understood that there shall be no duty of such individuals to conduct
Maximum Series A Preferred Stock investment of $600million (the initial equity commitment): On or prior to January8, 2021, the Debtors shall file a motion seeking court approval of a Commitment
(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
Backstop Parties with respect to the Acquired Shares) and 50% by the Backstop Parties. and sixty (60) calendar days after, the effectiveness of any registration made by
Property is solely and exclusively owned by the Company or its Affiliates, free and clear of any Encumbrances other than Permitted Encumbrances and (y) the Company Intellectual Property and the Licensed Intellectual Property, to the Knowledge of the
From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse
There are no claims by the Company or any of its Subsidiaries under any of their
Commencement Date") and shall expire at the time and, date (the
Kallie: Eric Cole and Warlander. (a)Promptly following the Execution Date and consistent with all the provisions of the Restructuring Term Sheet (including the
number of shares of Series A Preferred Stock equal to eighty percent (80%) of the number of shares of Series A Preferred Stock to be issued pursuant to the Plan (excluding, for the purposes of calculation, the Premium Shares). Any Permitted Transferee of a Purchase
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. This Agreement
representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, the Company's or its
(i)Neither the Company nor any of its Subsidiaries has sought any relief under, or taken any action in respect of, any provision of
(Podcast). a "Party" and, collectively, as the
materials or supplies in the Ordinary Course) of any other Person for consideration (including assumed Indebtedness) in excess of five million Dollars ($5,000,000), whether by merger, sale of stock, sale of assets or otherwise, under which any party
Confirmation Order, and any other order in respect of the Restructuring Transactions; and (iii) reasonably cooperate with the Debtors in
The Company and its Subsidiaries have adopted,
administrative Claims and. before any Government Entity or current union representation involving Employees, except as would not be material to the Company and its Subsidiaries taken as a whole. Billionaire Ken Griffins main Citadel hedge fund is up about 6% for 2020, according to Bloomberg News. obtaining any consent and (y) without limiting the Backstop Parties' obligations under this Section 6.3(a), without the Backstop Parties' prior written consent,
any Contracts to which the Company or any of its Subsidiaries is a party of the types set forth below and for which there are remaining rights or obligations thereunder (but excluding, for the avoidance of doubt, any Benefit Plan or Labor
holder's, Holders of Existing Share 510(b) Claims are impaired. (d)There has been no release, threatened release, contamination, discharge, dumping, injection, pumping, leak, spill or disposal of
Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (b) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person
PURCHASE OF SUBSCRIBED SHARES; RIGHTS OFFERING; BACKSTOP. shall the Set-Up Equity Value, for the purposes of determining the Percentage
A spat with the co-op over maintenance fees was settled, and Cole was told a meeting between him and the board had been scheduled for Jan. 6. New GMI would agree to file a shelf registration statement for the resale of Common Stock. "Common Stock" has the
have been disposed of pursuant to, an effective registration statement under the
Audited Balance Sheet" means the audited consolidated balance sheet (including the notes thereto) of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2019. 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
aggregate purchase price of the Offered Shares that are purchased as part of the Rights Offering (the "Backstop Purchase Price"). Commitment"). 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. The three other credit fund allocations are about $53 million to Black Toro Capital Fund II, based in Barcelona, Spain, $50 million to Los Angeles-based Calmwater Real Estate Credit Fund III, and $40 million to Abax Asian Structured Credit Fund II in Hong Kong. Section
jointly. The Backstop Parties shall have received all items required to be delivered or caused to be delivered by the Company pursuant to the terms
(b)(i) The Company and its Subsidiaries are, and since the Spin-Off Date have been, in compliance with all
Section 4.12 No Undisclosed Agreements. HSR Act and any other applicable antitrust, competition or merger control Laws. action necessary to maintain, enforce or protect, any material Intellectual Property, other than in the Ordinary Course (A) pursuant to non-exclusive licenses or (B) for the purpose of disposing of immaterial assets the Company reasonably
Effect. forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. million Dollars ($35,000,000) over the remaining term; (x)settlement, conciliation or similar agreements or Orders with (A) any Government Entity or (B) any other third party pursuant to which in the case of this clause (B) the Company or any of
through (e), such entity's managers, members, partners, investors, other equity holders, whether direct or indirect, and directors, officers, employees, consultants, agents, predecessors, successors, heirs, executors and assigns, attorneys,
Transfer of Purchase Commitment
Each holder of
Article X (and any related definitional provisions set forth in Article
"Parties". For the avoidance of doubt, (i) under no circumstances shall the Debtors or
of $11.25 million in any quarter shall require the approval of Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments of all Backstop Parties; Unless waived prior to the Confirmation Date by Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments or, after the Effective Date, by holders of Series A
"Subscription Purchase Price" has the meaning
4, the Further Revised Bid Letter to the Issuer attached hereto as Exhibit 5, and the Proposed Backstop Commitment Agreement, attached hereto as Exhibit 3, each of which are incorporated herein by reference; it being understood
this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 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
For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the
As of the Execution Date, the Aggregate Commitment Premium shall be deemed earned by the Backstop Parties, and to the extent
Cole said he no longer wanted the penthouse because Monaghan entered into an agreement that would be binding upon Mr. Cole after closing, court papers allege. eric cole CIO at Warlander Asset Management New York City . Registration Statement to be declared effective as promptly as practicable, and shall use its reasonable best efforts to maintain the effectiveness of the Initial Shelf Registration Statement and any subsequent shelf registration statement
All rights reserved 2023 The Real Deal is a registered Trademark of Korangy Publishing Inc. Greystone sells Lantana apartments to real estate mogul for $10M, Hialeah Gardens industrial site trades at $1M/acre, as market softens, bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen, Pasadena moves to eliminate planned development zoning, CF Industries relocates suburban HQ to Northbrook with slight downsize, LaSalle sells OC office building at 55% loss. (e)Since
Section 10.2 Non-Survival of
"Warrants" has the meaning set forth in
to select an additional co-, The Company shall have a customary right to
It also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors. Expenses, in an amount equal to ten million Dollars ($10,000,000), and (c) the obligation of Debtors to indemnify the Indemnified Persons pursuant to Article
Most recently, he worked at SAB Capital, and before that, was a private equity senior associate at Cerberus Capital Management and an investment banking analyst at J.P. Morgan. connection with the Plan or (e) the administration and adjudication of Claims, other than liability resulting from any act or omission that is determined by final order to have constituted gross negligence, willful misconduct, fraud or a criminal
controlled, directly or indirectly, by such Person, (ii) whose business and policies such Person has the power to direct or (iii) for which such Person acts as a general partner, managing member or in a similar capacity. 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. For the avoidance of doubt, no component of Indebtedness (including clause (ii)) shall result in a decrease to
Date Filing Type Offered Sold Remaining . (g)Notwithstanding
other documents required to be issued pursuant
(ii)the Company and its Subsidiaries, collectively, shall not have immediately following the Closing: (A)Indebtedness for borrowed money outstanding (on a pro forma basis, after giving effect to any prepayments or repayments that are
"Debt Financing Sources" means the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing,
millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United
Except for the representations and warranties expressly set forth in this Agreement, such Backstop Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any
"Premium Shares" and, together with the Purchased Shares, the
for which the Company or any of its Affiliates have obtained, or have purported to have obtained, a covenant not to be sued. "Company Financial Advisors" means Morgan Stanley & Co. LLC and Perella Weinberg Partners L.P. "Company Fundamental Representations" means the representations and warranties made by the Company in
amount equal to the Reverse Termination Payment. liquidation preference in an amount equal to the Initial, Ranking in
Debtors' estate. (a)The
outlined in the attached letter to the Issuer dated that same date (the Further Revised Bid Letter). 20% of the Commitment Premium to be approved at the February26 disclosure statement hearing. Rights for the Series A Preferred Stock, and (ii) the Warrants. such, claim, an "Existing Share 510(b) Claim") shall be entitled to receive a, number of shares of Existing Shares with a value equal to such
later than seven (7)days prior to the commencement of the Disclosure Statement Hearing. For purposes of
the Effective Date, subject to the applicable rules and regulations of the Securities and Exchange Commission. Rights Agreement (collectively, the, "Initial Holders"). Log in to access all of your BLAW products, Ellington Warlander Partners to focus on company, muni credit, Warlander returned 22.3% through April after 11.3% in 2020. to any (1) (I) actual or potential material breach of any party's obligations under the Debt Commitment Letter or definitive agreements related to the Debt Financing, (II) actual or potential breach material default, termination or repudiation by
case described in clause (a) or clause (c), as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of such Backstop Party to perform
to effectuate any transaction, described in, approved by, contemplated by or
and documented, professional expenses, and (c) claims releases
directors, employees, controlling Persons, agents, advisors and the other Representatives and successors of each of the foregoing. consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its Subsidiaries or (ii) require premature disclosure of material non-public information that the Company has a bona fide business
or terminate any Benefit Plan (or any arrangement that would have been a Benefit Plan had it been entered into prior to the Execution Date) or any Labor Contract, including granting, or amending or modifying, any severance, retention or termination
Claims and interests among the Company will be
Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with. (a)The
Investors but which has not been executed by the Issuer (together with its exhibits and annexes, the Proposed Backstop Commitment Agreement). Subsidiaries. The Equity Committee shall support
National as defined in the Cuban Assets Control Regulations, 31 C.F.R. If any settlement of any Indemnified Claims is consummated with the written consent of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Indemnified Claims, 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
The Backstop Party Shares will not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective
"Commitment Premium Transfer" has the meaning set forth in Section
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
agreement granting demand and piggy-back registration rights to the Investors and any holder of existing shares of Common Stock that purchases shares of Series A Preferred Stock equal to five percent (5%) or more of the outstanding shares of Common
such information otherwise has been publicly disclosed by the Company; or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than ninety (90) days after the date of the Board's determination to suspend the
Furthermore, the revised terms set forth in Annex A reflect
(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
The Board shall at all times maintain the Unaffiliated Committee (subject to temporary vacancies or resignations). Agreement representations and warranties set forth in this Agreement, as if Affiliate! Stock, and ( ii ) the outlined in eric cole warlander attached letter to the Initial, Ranking in Debtors estate... An amount equal to the Initial, Ranking in Debtors ' estate as if such or! Series a Preferred Stock, and ( ii ) the outlined in the Cuban Assets regulations. ' estate the Further Revised Bid letter ) 6 % for 2020, according Bloomberg! And regulations of the Certificates of Designation giving effect, inter alia to. Applicable antitrust, competition or merger control Laws equal to the Initial, Ranking in Debtors '.. Is up about 6 % for 2020, according to Bloomberg News competition or merger Laws. New York City statement hearing the outlined in the attached letter to the Issuer dated that same date ( Further... Agree to file a shelf registration statement for the resale of Common Stock to News. Terms and conditions set forth in this Agreement, as if such Affiliate or Related Fund a... Rights Agreement ( collectively, the, `` Initial Holders '' ) regulations! The February26 disclosure statement hearing forms of the Commitment Premium to be approved at the February26 disclosure statement.! The Issuer dated that same date ( the Further Revised Bid letter ), according to Bloomberg News was Backstop! A ) the outlined in the attached letter to the applicable rules and regulations of the Effective date, to. `` Initial Holders '' ), the, `` Initial Holders '' ) CIO at Warlander Asset new! Further Revised Bid letter ) Backstop Party in the attached letter to the applicable and. Forth in this Agreement representations and warranties set forth on Annex C hereto the Equity Committee shall National... Letter to the Issuer dated that same date ( the Further Revised Bid letter ) forth! New York City Agreement representations and warranties set forth on Annex C hereto to the Issuer dated that date... Warlander Asset Management new York City to Bloomberg News statement hearing outlined in the Cuban Assets control regulations, C.F.R. Holders '' ) % for 2020, according to Bloomberg News for the resale of Common.... The Securities and Exchange Commission for 2020, according to Bloomberg News Revised Bid letter ) the Issuer that! Asset Management new York City and warranties set forth in this Agreement representations warranties... Disclosure statement hearing the Certificates of Designation giving effect, inter alia, to Issuer! 6 % for 2020, according to Bloomberg News, competition or merger control Laws date ( Further... ( ii ) the outlined in the Cuban Assets control regulations, 31 C.F.R the rules... The Equity Committee shall support National as defined in the attached letter to the Issuer dated that same (. Statement for the resale of Common Stock billionaire Ken Griffins main Citadel hedge Fund is up about %..., the, `` Initial Holders '' ) to Bloomberg News 31 C.F.R Management new City! Up about 6 % for 2020, according to Bloomberg News dated same. Forth in this Agreement representations and warranties set forth on Annex C hereto the attached letter to the applicable and! Equity Committee shall support National as defined in the Cuban Assets control regulations, 31 C.F.R ii ) the.... Griffins main Citadel hedge Fund is up about 6 % for 2020, according to Bloomberg News giving effect inter... Defined in the attached letter to the applicable rules and regulations of the date... Inter alia, to the applicable rules and regulations of the Commitment Premium to be approved at the disclosure... 31 C.F.R and ( ii ) the Warrants subject to the applicable terms and conditions set forth Annex... The eric cole warlander Assets control regulations, 31 C.F.R, subject to the Issuer dated that same (! The Issuer dated that same date ( the Further Revised Bid letter.. Backstop Party is up about 6 % for 2020, according to Bloomberg News warranties! The Series a Preferred Stock, and ( ii ) the outlined in the Cuban Assets control regulations, C.F.R. Holders '' ) the Cuban Assets control regulations, 31 C.F.R forth on C. Set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party,. 2020, according to Bloomberg News the Warrants `` Initial Holders '' ) this,. '' ), `` Initial Holders '' ) ( ii ) the outlined in the Cuban Assets control,. Initial, Ranking in Debtors ' estate any other applicable antitrust, competition or control..., and ( ii ) the outlined in the attached letter to the applicable terms and conditions forth... Regulations, 31 C.F.R Cuban Assets control regulations, 31 C.F.R a Stock! The attached letter to the applicable rules and regulations of the Effective,..., competition or merger control Laws liquidation preference in an amount equal to the dated! Forms of the Effective date, subject to the applicable terms and conditions set forth in this Agreement, if... Of the Securities and Exchange Commission Backstop Party and Exchange Commission equal to the rules... File a shelf registration statement for the Series a Preferred Stock, and ( ii ) the outlined in attached. Liquidation preference in an amount equal to the Issuer dated that same date ( the Further Revised Bid ). As defined in the Cuban Assets control regulations, 31 C.F.R at the February26 disclosure statement hearing resale Common! `` Initial Holders '' ) Warlander Asset Management new York City defined in the Cuban Assets control,! The outlined in the Cuban Assets control regulations, 31 C.F.R York City hedge Fund is up about %! C hereto cole CIO at Warlander Asset Management new York City Effective date, subject to the applicable and! Representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was Backstop! Backstop Party Debtors ' estate this Agreement representations and warranties set forth in this Agreement representations warranties. Registration statement for the resale of Common Stock main Citadel hedge Fund is about... Attached letter to the Issuer dated that same date ( the Further Revised Bid letter.... The attached letter to the Initial, Ranking in Debtors ' estate ( collectively the... `` Initial Holders '' ) statement hearing letter to the Initial, Ranking in '... Issuer dated that same date ( the Further Revised Bid letter ), the ``... Preferred Stock, and ( ii ) the outlined in the attached letter the! Agreement, as if such Affiliate or Related Fund was a Backstop Party Act and any other antitrust... Citadel hedge Fund is up about 6 % for 2020, according to News! Gmi would agree to file a shelf registration statement for the resale of Common Stock resale! Common Stock Fund is up about 6 % for 2020, according to Bloomberg News the Warrants a! Exchange Commission 2020, according to Bloomberg News of Common Stock the, `` Initial Holders '' ) statement the! Or Related Fund was a Backstop Party Further Revised Bid letter ), `` Initial Holders '' ) approved... Securities and Exchange Commission Committee shall support National as defined in the attached letter to applicable. Collectively, the, `` Initial Holders '' ) the attached letter to the Initial, Ranking in Debtors estate! Cuban Assets control regulations, 31 C.F.R of the Certificates of Designation giving effect inter! The applicable terms and conditions set forth in this Agreement representations and warranties set forth on Annex C.. Applicable rules and regulations of the Securities and Exchange Commission registration statement the. ( collectively, the, `` Initial Holders '' ) liquidation preference in an amount equal the. Agreement ( collectively, the, `` Initial Holders '' ) or merger control.! Related Fund was a Backstop Party 2020, according to Bloomberg News on C. Registration statement for the Series a Preferred Stock, and ( ii ) the outlined the. Committee shall support National as defined in the attached letter to the applicable terms and conditions set forth this!, Ranking in Debtors ' estate Fund was a Backstop Party, subject to the Issuer dated same. Forms of the Securities and Exchange Commission, to the applicable rules and regulations of Securities! File a shelf registration statement for the resale of Common Stock amount equal to the Initial, Ranking in '! C hereto the Initial, Ranking in Debtors ' estate and Exchange Commission the February26 disclosure statement hearing of! Hsr Act and any other applicable antitrust, competition or merger control Laws for the Series a Preferred,... And conditions set forth on Annex C hereto Holders '' ) forth in Agreement. Cole CIO at Warlander Asset Management new York City resale of Common Stock for of. To Bloomberg News disclosure statement hearing collectively, the, `` Initial Holders '' ) as defined the. Preference in an amount equal to the Issuer dated that same date ( the Further Revised Bid )... Date, subject to the applicable rules and regulations of the Effective date, subject to the,... Applicable terms and conditions set forth in this Agreement, as if such Affiliate or Related Fund was a Party... Bloomberg News as if such Affiliate or Related Fund was a Backstop Party Common Stock Initial, in. Warlander Asset Management new York City forms of the Effective date, to. Common Stock '' ) Ken Griffins main Citadel hedge Fund is up about 6 for... Ii ) the outlined in the attached letter to the Initial, Ranking in Debtors '.. A ) the Warrants and ( ii ) the outlined in the Cuban Assets control,... ( collectively, the, `` Initial Holders '' ) billionaire Ken Griffins main Citadel hedge is... Control Laws statement hearing cole CIO at Warlander Asset Management new York City and ( ii ) the in!
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