Kodak 2015 Annual Report Download - page 61

• The Company’s certificate of incorporation was amended and restated to authorize the issuance of 560 million shares of stock, consisting of
60 million shares of preferred stock, no par value, and 500 million shares of common stock, par value $0.01 per share;
• The Company entered into a senior secured first lien term loan agreement and senior secured second lien term loan agreement for an aggregate
principal amount of $695 million and a $200 million senior secured asset-based revolving credit facility;
• The Company issued 34 million shares of common stock to unsecured creditors and the Backstop Parties (as defined below) at a per share
price of $11.94, for an aggregate purchase price of approximately $406 million. In addition, the Company issued 1.7 million shares of common
stock to the Backstop Parties in payment of fees pursuant to the Backstop Commitment Agreement (as defined below);
• The Company issued 6 million shares of common stock and net-share settled warrants to purchase: (i) approximately 2.1 million shares of new
common stock at an exercise price of $14.93 and (ii) approximately 2.1 million shares of new common stock at an exercise price of $16.12, to
the holders of general unsecured and retiree committee unsecured claims;
• The Debtors established a liquidating trust (the “Kodak GUC Trust”) for the benefit of holders of general unsecured and retiree committee
unsecured claims, into which certain avoidance actions of the Debtors were transferred;
• The Debtors paid approximately $94 million in administrative, priority or secured claims; and
• The Debtors resolved claims held by the Kodak Pension Plan of the United Kingdom (the “U.K. Pension Plan”) pursuant to the terms of the
Global Settlement (as defined below).
Backstop Commitment Agreement and Rights Offering
On June 26, 2013, the Bankruptcy Court approved the Company’s entry into a backstop commitment agreement (the “Backstop Commitment Agreement”) with
GSO Capital Partners LP, on behalf of various managed funds, BlueMountain Capital Management, LLC, on behalf of various managed funds, George Karfunkel,
United Equities Commodities Company, Momar Corporation and Contrarian Capital Management, LLC, on behalf of Contrarian Funds, LLC (collectively, the
“Backstop Parties”), associated with rights offerings to offer eligible creditors, including the Backstop Parties, up to 34 million shares of common stock for the per
share purchase price of $11.94, or an aggregate purchase price of approximately $406 million.
A portion of the shares issued in the rights offerings are restricted securities for purposes of Rule 144 under the Securities Act of 1933 and may not be offered, sold
or otherwise transferred absent registration under the Securities Act of 1933 or an applicable exemption from registration requirements. The shares issued to
participants in the rights offerings were issued in reliance upon the exemption from registration under the Securities Act of 1933 provided by Regulation D
thereunder and/or Section 4(a)(2) thereof; or under Section 1145 of the Bankruptcy Code as securities of a debtor issued principally in exchange for claims against
a debtor and partly in exchange for cash pursuant to a plan of reorganization.
Registration Rights Agreement
On the Effective Date, the Company and the Backstop Parties executed a registration rights agreement (the “Registration Rights Agreement”). The Registration
Rights Agreement, among other rights, provides the Backstop Parties with certain registration rights with respect to the common stock.
Stockholders holding registrable securities representing 25% of the outstanding common stock as of the Effective Date may require the Company to facilitate a
registered offering of registrable securities; provided that if such registration has not been consummated prior to the second anniversary of the Effective Date,
stockholders holding registrable securities representing 10% of the outstanding common stock as of the Effective Date may require the Company to facilitate such
an offering (such offering, the “Initial Registration”). The registrable securities requested to be sold in the Initial Registration must have an aggregate market value
of at least $75 million.
Following the Initial Registration, stockholders holding 10% or more of the outstanding registrable securities may demand that the Company file a shelf registration
statement and effectuate one or more takedowns off of such shelf, or, if a shelf is not available, effectuate one or more stand-alone registered offerings, provided
that such non-shelf registered offerings or shelf takedowns may not be requested more than four times and, in each case, shall include shares having an aggregate
market value of at least $75 million. Beginning on the second anniversary of the Effective Date, upon request of a stockholder, the Company shall amend its
existing shelf registration statement to register additional registrable securities as set forth in the Registration Rights Agreement. Stockholders also have the right to
include their registrable securities in the Initial Registration or any other non-shelf registered offering or shelf takedown of the common stock by the Company for
its own account or for the account of any holders of common stock.
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