Post by littletulip on Aug 20, 2013 22:24:05 GMT -5
If KKR or anyone else were interested in buying Kodak they could have offered more than $11.94 per new share to out bid the Backstop Parties. It has been made clear in the testimony today and in past documents from Lazard that others were free to bid, and in fact they sought out other bids, but the high bid was the Backstop Parties. There was no reason to wait until after Kodak exits, others had the opportunity to offer more than the Backstop and there were no entities willing to offer more than the backstop members.
Look at the BOD, the Backstop Parties are the owners and they control the BOD (they name 6 of the 9 members and consult with the Creditors Committee to name the other 2 and the final one is Perez) and they own the majority of the stock.
An ownership change did not have to go through purchasing the current shares, it already took place through the new offering and the backstop purchase at $11.94 per share.The poison pill was not a factor since the current shares were not a part of the acquisition of Kodak. Why would some entity wait to buy Kodak for some amount way more than $11.94 per share when they could have offered $12 per share and bought it?
Do you really think if KKR wanted it they would wait until after they exit when they could have bought it a month ago and exited with their BOD and management selections? Why wait,what is the logic behind that?
See POR extract below:
Pursuant to the Backstop Commitment Agreement, the New Board of Directors will be composed of nine directors consisting of: (i) the chief executive officer of Reorganized Kodak; (ii) six directors designated by the Backstop Parties (one of which shall be James Continenza, as long as he is able and willing to serve and one of which shall be selected in consultation with the Creditors’ Committee); and (iii) two (2) directors to be designated by the Creditors’ Committee in consultation with the Requisite Backstop Parties; provided that not less than five of the directors identified or designated pursuant to clause (ii) and all the directors identified or designated pursuant to clause (iii) will be “independent” (as defined in the rules and regulations governing the requirements of companies listing on the New York Stock Exchange) with respect to Reorganized Kodak.
1. Corporate Structure
As described
Look at the BOD, the Backstop Parties are the owners and they control the BOD (they name 6 of the 9 members and consult with the Creditors Committee to name the other 2 and the final one is Perez) and they own the majority of the stock.
An ownership change did not have to go through purchasing the current shares, it already took place through the new offering and the backstop purchase at $11.94 per share.The poison pill was not a factor since the current shares were not a part of the acquisition of Kodak. Why would some entity wait to buy Kodak for some amount way more than $11.94 per share when they could have offered $12 per share and bought it?
Do you really think if KKR wanted it they would wait until after they exit when they could have bought it a month ago and exited with their BOD and management selections? Why wait,what is the logic behind that?
See POR extract below:
Pursuant to the Backstop Commitment Agreement, the New Board of Directors will be composed of nine directors consisting of: (i) the chief executive officer of Reorganized Kodak; (ii) six directors designated by the Backstop Parties (one of which shall be James Continenza, as long as he is able and willing to serve and one of which shall be selected in consultation with the Creditors’ Committee); and (iii) two (2) directors to be designated by the Creditors’ Committee in consultation with the Requisite Backstop Parties; provided that not less than five of the directors identified or designated pursuant to clause (ii) and all the directors identified or designated pursuant to clause (iii) will be “independent” (as defined in the rules and regulations governing the requirements of companies listing on the New York Stock Exchange) with respect to Reorganized Kodak.
1. Corporate Structure
As described