EASTMAN KODAK CO: Unregistered Sale of Equity Securities, Change of Directors or Key Officers (Form 8-K)

Item 3.02 Unrecorded Sales of Equity securities.

As previously stated, the February 26, 2021 Eastman Kodak Company (the “Company”) and GO EK Ventures IV, LLC (the “Investor”) has entered into an agreement to purchase Series C preferred shares (the “Purchase Agreement”) under which the Company has agreed to sell to the Investor, and the Investor has agreed to purchase from the Company a total of 1,000,000 shares of the Company’s newly created 5.0% Series C Convertible Preferred Shares, without par value per share (the “Series C Preferred Shares”), for a purchase price of $ 100 per share, representing 100,000,000 USD of the gross proceeds of the Company, of which 750,000 shares were issued to the investor on February 26, 2021. The issuance and sale of the remaining 250,000 Series C preferred shares to the investor was subject to the expiration or end of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ( the “HSR Law”). The purchase contract was filed as Exhibit 10.2 of the company’s current report on Form 8-K filed on March 1, 2021 (the “8-K Funding Form”).

At March 30, 2021, after the expiration of the waiting period under the HSR Law, the Company and the investor have closed the remaining part of the transactions contemplated by the purchase agreement, and the Company has issued to the investor a total 250,000 Series C preferred shares for a purchase price of 25,000,000 USD.

The offer and sale of Series C Preferred Shares pursuant to the Purchase Agreement is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4 ( a) (2) of the Securities Act. The investor has declared to the Company that he is an “accredited investor” within the meaning of Rule 501 of the Securities Act and that the Series C preferred shares are acquired for investment purposes and not for distribution thereof. -this.

Item 5.02 Departure of the directors of certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain managers.

Change of accounting director

At March 31, 2021, Eric H, Samuels, Chief Accounting Officer and Corporate Controller, Eastman Kodak Company, notified the Company of his voluntary resignation from the Company with effect April 26, 2021 in order to seize a new opportunity. Richard michaels, Assistant Corporate Controller, was appointed by the Board of Directors to succeed Mr. Samuels as Corporate Controller and Chief Accounting Officer, effective April 27, 2021. On the effective date of his appointment, Mr. Michaels will receive 15,000 restricted stock units. Mr. Michaels will have a base salary and the ability to receive bonuses and shares, and participate in other benefit plans, at levels consistent with his seniority and the scope of his responsibilities.

Mr. Michaels, 47, currently holds the position of Deputy Corporate Controller of the company, a position he has held since 2011. Mr. Michaels joined the company in 2004 as controller of the Graphic communication group and held several other Controller positions within the Company before becoming Assistant Corporate Controller, including Business Development Group, Assistant Controller of Accounting Research and Business Development, and Assistant Controller of Financial Information and Corporate Consolidations. Before joining the company, Mr. Michaels has held various positions at PricewaterhouseCoopers from 1995 to 2004. Mr. Michaels attended the Rochester Institute of Technology where he obtained a Bachelor of Science in Accounting in 1995. He is a chartered accountant in the New York State.




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Appointment of New Director

At March 31, 2021, Darren L. Richman has been appointed to the board of directors of the company (the “board”) with effect April 1, 2021. Mr. Richman, 49, is co-founder and managing member of Kennedy Lewis Investment Management LLC
(“KLIM”), an investment advisor, having held this position since November 2017. Since November 2017, Mr. Richman was also Managing Member of each of the KLIM Funds, investment funds.

Mr. Richman was a senior general manager with black stone from 2006 to 2016 where he focused on special situations and opportunistic investments, and he served on the Investment committee for GSO Capital Partner’s opportunistic credit funds and special situation funds. Before joining GSO Capital Partners, Mr. Richman works at DiMaio Ahmad Capital, where he was a founding member and co-head of its investment research team, from 2003 to 2006. Before joining DiMaio Ahmad, Mr. Richman was Vice President and Senior Special Situations Analyst at Goldman Sachs from 1999 to 2003. Mr. Richman started his career with Deloitte & Touche, finally acting as Manager in the firm Mergers and Acquisitions Services Group, from 1994 to 1999. He was previously a chartered accountant and member of the American Institute of Certified Public Accountants. Mr. Richman currently sits on the board of directors of Vemo Education, Inc., F45 Training Holdings Inc. and Outward Bound USA and previously served on the board of directors of Sorenson Communications, Seneca Mortgage and Warrior Coal. He is a member of the New York Economic Club and previously served on its strategic planning committee.

Mr. Richman is a representative of KLIM. As part of the debt financing, the company secured Kennedy Lewis Capital Partners Master Fund LP (“KLIM Fund I”) and
Kennedy Lewis Capital Partners Master Fund II LP (collectively with KLIM Fund I, the “KLIM Funds”) in accordance with the Credit Agreement between the Company, the KLIM Funds, as lenders, Alter Domus (United States) LLC, as administrative agent (the “Term Credit Agreement”), the Company has agreed to appoint a person designated by KLIM as a member of the Board at or before the next annual meeting of shareholders of the Company. KLIM will have the right to appoint a director at each subsequent general meeting until the first of (i) February 26, 2024 or (ii) the funds affiliated with KLIM ceasing to hold at least 50% of the amount of the initial principal of the term loans and of the commitments under the term credit agreement. Until KLIM ceases to hold at least 50% of the original principal amount of the term loans and commitments under the term credit agreement, at any time when the appointed director of KLIM is not on the Board, KLIM shall have the right to appoint a voting non-observer to the Council. The descriptions in the Funding Form 8-K of the Term Credit Agreement and Board Rights Agreement, Securities Purchase Agreement, Securities Registration Rights Agreement and Convertible Notes (such as these terms are defined in Funding Form 8-K) are incorporated herein by reference.

In accordance with the Board’s Rights Agreement, Mr. Richman is entitled to the same fees, share indemnities and other fees or remuneration, including travel expenses and reimbursement of expenses, paid to the non-executive directors of the Company for his services as director. In accordance with this, the April 1, 2021 Mr. Richman received 2,446 restricted stock units as compensation for the period of April 1, 2021 through May 18, 2021. Because Mr. Richman sits on the Board as a representative of the KLIM Funds and their affiliates, Mr. Richman is not entitled to any economic interest in the Company securities granted to him by the Company in respect of his function on the Board and the KLIM Funds will be entitled to receive such economic interests. Mr. Richman should be appointed to Audit and finance committee advice; however, such an appointment is not certain and should not be made until after the Company’s annual meeting of shareholders on May 19, 2021.

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