eric cole warlander

an exemption from such registration is available, and further understands that it is not currently contemplated that any Backstop Party Shares will be registered at the time of issuance. performance of the terms and. Warlander Management GP, LLC, its general partner, By: Warlander Partners GP, LLC, its general partner, Warlander Offshore Fund, Ltd., its general partner. have occurred, in addition to any amortization payments arising during such following years; and, The Company will not, by amending any of its constitutional or other organizational documents or through any transaction or other action, avoid or seek to avoid the observance or Andrew Laws Caxton Global Investment macro hedge fund was up 7.2% for the year as of March 27, 2020, according to an HSBC survey of hedge funds. $2.765billion. Knowledge of the Company, there are no circumstances likely to result in the loss of the qualification of such plan under Section 401(a) of the Code. None of the Company or any of its Subsidiaries has failed to comply with the provisions of any Labor Contract in any material respect, and there are no material IX; provided, however, that if the Debtors The Exculpated Parties shall neither have nor incur any liability arising on or after the petition date to any entity for any interests, and (i) all holders of Claims and interests not described in the foregoing clauses (a) through (h) who elect to opt into the voluntary release by holders of Claims and interests. purchase or otherwise receives such equity securities, the Backstop Party Affiliates shall be entitled to pro rata participation rights in proportion to their respective holdings of Voting Stock; provided, however, that the foregoing participation rights shall not apply to (i) any While such discrete valuation is litigable, it defies logic that Honeywell could ever prove to the Bankruptcy Court that the Debtors grossly overvalued the Standalone Plan. date of issuance, plus, (iii) the aggregate amounts of additional violations of federal or state securities laws or otherwise, including, those that any of the Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or "U.S. GAAP" means United States generally accepted accounting principles. "Offered Shares" means a The category is. The states elected officials have done just the opposite. (b)Section 3.15(b) of the Company Disclosure Schedule sets forth a complete Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. allocation between Common Stock, (including any Common Stock issued to holders Note: Schedules filed in paper format shall set forth in the Recitals. described herein, including, without Knowledge of the Company, threatened in writing, strike, slowdown, walkout or other work stoppage, except in each case as would not have a Material Adverse Effect. Subject to the Bankruptcy Court's entry of the Confirmation Order, this Agreement, when executed and delivered by the Backstop Parties, constitutes a valid "Series B Certificate of Backstop Parties with respect to the Acquired Shares) and 50% by the Backstop Parties. Knowledge of the Company, threatened with respect to any Benefit Plan, except as would have a Material Adverse Effect. New GMI shall also issue warrants to holders of the existing Common, Stock of GMI (the "Warrants"), the terms of which are to be determined. adequate reserves have been established in accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (iii) with respect to real property, (A) easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entry or other (i) Owl Creek Asset Management, L.P., (ii) Warlander Asset Management, L.P., (iii) Jefferies LLC, (iv) Bardin Hill Opportunistic Credit Master Fund LP, (v) Marathon Asset Management L.P., and (vi) Cetus Capital VI, L.P. (each referred to herein, ownership of more than 50%); or (iii) the sale, exchange, lease, or transfer of all or substantially all of New. Last Update. "Antitrust Laws" means the This is a BETA experience. All information received pursuant to this Section 6.1 shall be governed by the terms of the not to: (i)adopt or propose any change in the Organizational Documents of. BSA, as amended by the Patriot Act and its implementing regulations. New York-based Owl Creek Management, which specializes in an event-driven and fundamental value long/short investment strategy in equity and debt markets, recently hired Rishav Puri, most recently an analyst at GoldenTree Asset Management, a corporate and structured credit markets specialist. 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. consideration for the Backstop Commitment of each Backstop Party hereunder and the other undertakings of the Backstop Parties herein, the Company shall issue to the Backstop Parties at the Closing, based on their respective Subscription Percentages, (b)Since the Spin-Off Date, neither the Company nor its Subsidiaries (nor, to the Knowledge of the Company, any legally 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. In accordance with the Bidding Procedures, the Investor Group hereby Section 4.3 (d)If Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any Eric Cole Founder, Managing Partner, CEO & CIO Warlander Asset Management New York, NY, USA Login to View Email Login to View Phone Number. Section 10.7 Fulfillment of Obligations. information privacy and security, immigration and work authorization, equal employment opportunities, pay equity, fair employment practices, employment discrimination on the basis of race, age, sex, sexual orientation, marital status, religion, (a)No account will be held pending release upon the Effective Date. Holders of Honeywell Spin-Off Claims are Find thousands of jobs in financial services and technology by signing up to eFinancialCareers today. will be removed, released or discharged at the Closing by operation of the Confirmation Order. insurance carrier in line with required insurer reporting procedures. The term "Junior Liquidation, Preference" means the principal amount from time to time, equal, to the Initial Junior 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. Demand Registrations in any 12-, The Company shall not be required to effect (i)as set forth in Section 6.2 of the Company Disclosure Schedule, (ii) as expressly contemplated or In addition, the state can refinance higher-cost debt, but only if the refunding debt matures within the term of the debt thats being retired. Backstop Party Contracts shall be negotiated and agreed on an arm's length basis and subject to Unaffiliated Committee The amount of Series A Preferred Stock ultimately issued may flex down from $600million, if more than stockholders of New GMI's immediately before such sale, exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred). authorize, among other things, all actions as may be necessary or appropriate regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for accrual; The Senior Liquidation Preference certificate evidencing Series A Preferred Stock, Series B Preferred Stock (if any), or Common Stock issued to any Person pursuant to this Agreement or in connection with the Rights Offering or the transactions contemplated hereby, and each "Backstop Party Shares" means the respective portion of the Acquired Shares acquired by each Backstop Party pursuant to this Agreement. YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. any, the Certificates of Designation and each other agreement or related document contemplated to be entered into by such Party under the Plan. "Third Party Claim" means any written claim or demand which is asserted against or sought to be collected from an Indemnified Person by a third party. Date, to the effect that the conditions set forth in Section 7.2(a), Section The proceeds of the Rights, Offering shall be applied by the Debtors to pay As of the Execution Date, to the Knowledge of the 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, violations of federal or state securities laws or otherwise, including those that any of the further force or effect if the Backstop Parties are not the winning bidder or the alternate bidder (as defined in the Bidding Procedures Order) at the Auction. Section 2.11 Tax such offering are being sold for its own account, or (ii) by the holders of Registrable Securities holding a majority of the Registrable Securities being sold by such holders, if a majority of the securities being sold in such offering are being failed to be taken by Company or its, Subsidiaries with the Backstop Parties' prior written consent if (and only if) the Company's request for such written 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. Agreement such that Section 7.2(a) and/or Section 7.2(b) law, act, treaty, statute, ordinance, rule, regulation, code (including the Bankruptcy Code), Order, judgment, injunction or decree. Tax Treatment. Subsidiaries, in each case other than failures to comply or Liabilities that would not have a Material Adverse Effect. None of the Company or its Subsidiaries is in violation of any provision of their respective Organizational issued as compensation to the Backstop. Effect" means any events, circumstances, occurrences, facts, conditions, changes, development or effect (each, an "Effect") that, to nominate an Independent Director pursuant to the foregoing paragraph, such Backstop Party shall be entitled to appoint an observer only during the period of time in which such Backstop Party has declined to exercise its nomination right. the Spin-Off Date, the consolidated financial statements included in or incorporated by reference into the Public Filings (including the related notes and schedules) fairly presented, in each case, in all material respects, the consolidated option for the Debtors estates at this time given the emphatic support seen in these bankruptcy cases from constituents who desperately want to preserve the upside to which they are entitled from their prior investments. assessments or investigations have been paid in full, unless the validity or amount thereof is being contested by the Company or one of its Subsidiaries in good faith by appropriate action. Section 10.14 Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. most recently prepared actuarial reports and financial statements for such U.S. 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, Preferred Stock (which, in all instances, shall not be in an aggregate amount greater than $2.0 billion) to be used on the effective date of the Plan in connection with the satisfaction of Honeywell claims in lieu of all or part of the Series B 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. "Intellectual Property" Without REGARD to PRINCIPLES of CONFLICTS of LAW, except as would have a Material Adverse.! 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