Kodak (KODK) Said Holders of Convertible Notes Exercised Right to Convert Notes Into ~30M Common Shares
Kodak (NYSE: KODK) disclosed that holders of the Company’s 5.00% Secured Convertible Notes due 2021 exercising their rights to convert an aggregate of $95 million of principal amount of the Notes into shares of the Company’s common stock. Under the terms of the Notes, the conversion date of the Converted Notes is July 29, 2020 and the Company is obligated to deliver an aggregate of 29,922,956 shares of Common Stock.
From the filing:
On July 29, 2020, Eastman Kodak Company (the “Company”) received conversion notices from holders of the Company’s 5.00% Secured Convertible Notes due 2021 (the “Notes”) exercising their rights to convert an aggregate of $95 million of principal amount of the Notes (the “Converted Notes”) into shares of the Company’s common stock, par value $.01 per share (“Common Stock”). The Notes were issued pursuant to a Notes Purchase Agreement, dated as of May 20, 2019, by and among the Company, Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust. Under the terms of the Notes, the conversion date of the Converted Notes is July 29, 2020 (the “Conversion Date”) and the Company is obligated to deliver an aggregate of 29,922,956 shares of Common Stock (the “Conversion Shares”) to the holders of the Converted Notes within five trading days after the Conversion Date. The Company expects to issue the Conversion Shares on August 3, 2020. Giving effect to the issuance of the Conversion Shares and otherwise based on the issued and outstanding shares of Common Stock as of July 31, 2020, the Company will have 75,494,534 issued and outstanding shares of Common Stock. The Company does not plan to exercise its right to pay the $5.6 million of accumulated interest on the Converted Notes in additional shares of Common Stock and, instead, plans to make such payment in cash. Upon delivery of the Conversion Shares and payment of the accrued interest, the Company’s obligations under the Notes held by Longleaf Partners Small Cap Fund and Deseret Mutual Pension Trust will be fully discharged and the remaining outstanding principal amount of the Notes will be $5 million. The Conversion Shares will be issued pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.
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