Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
Also as previously disclosed, on the Petition Date, prior to commencement of the
Chapter 11 Cases, certain of the Debtors (the "Sellers") entered into a share
and asset purchase agreement (the "Stalking Horse Purchase Agreement") with
Following the Debtors' request for proposed amendments to improve the Stalking
Horse Purchase Agreement, including amendments reflecting the terms of the
Stalking Horse Bidder Revised Proposal, on
• Assumption by the Stalking Horse Purchaser at closing of all customer, supplier, trade, vendor, employee, pension, regulatory, environmental and other liabilities of the Debtors and their worldwide subsidiaries, other than (i) debt for borrowed money and related hedging and other financial obligations, (ii) certain allowed claims by, or liabilities owed to, Honeywell International Inc. and its affiliates (including spin-off related claims) and (iii) certain other miscellaneous liabilities to be paid by the Debtors' upon winding up of their bankruptcy estates; • Increase in the purchase price for the Acquired Assets (which are amended to include the residual interest in the wind-down estate ofGarrett ASASCO Inc. ) from$2.1 billion to$2.6 billion , in each case subject to adjustment; and • Offer of$350 million of the purchase consideration in the form of equity in the reorganized Garrett business (at the same per share price as KPS and any other equity financing sources), to be distributed to stockholders of the Company or other stakeholders in lieu of cash at the election of the offerees, in accordance with the plan of reorganization.
The terms of the Proposed A&R Stalking Horse Agreement are intended to implement
the Stalking Horse Bidder Revised Proposal and make further negotiated
improvements at the request of the Debtors. The transactions contemplated by the
Proposed A&R Stalking Horse Purchase Agreement remain subject to the
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
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Cautionary Information Regarding Trading in the Company's Securities.
The Company's securityholders are cautioned that trading in the Company's securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company's Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of fact, that address activities, events or
developments that the Company or the Company's management intend, expect,
project, believe or anticipate will or may occur in the future are
forward-looking statements including without limitation the Company's statements
regarding the Proposed A&R Stalking Horse Purchase Agreement and the Chapter 11
Cases. Although the Company believes forward-looking statements are based upon
reasonable assumptions, such statements involve known and unknown risks,
uncertainties, and other factors, which may cause the actual results or
performance of the company to be materially different from any future results or
performance expressed or implied by such forward-looking statements. Such risks
and uncertainties include, but are not limited to those described in the
Company's annual report on Form 10-K for the year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Proposed Amended and Restated Stalking Horse Purchase Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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