0000899243-23-017527.txt : 20230725 0000899243-23-017527.hdr.sgml : 20230725 20230725183848 ACCESSION NUMBER: 0000899243-23-017527 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230721 FILED AS OF DATE: 20230725 DATE AS OF CHANGE: 20230725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis Investment Holdings LLC CENTRAL INDEX KEY: 0001854651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 231109725 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KENNEDY LEWIS MANAGEMENT LP CENTRAL INDEX KEY: 0001797633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 231109728 BUSINESS ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: SUITE 4210 CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: SUITE 4210 CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP CENTRAL INDEX KEY: 0001797635 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 231109727 BUSINESS ADDRESS: STREET 1: MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1 1104 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 80 BROAD STREET, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis GP II LLC CENTRAL INDEX KEY: 0001855024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 231109723 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis GP LLC CENTRAL INDEX KEY: 0001854812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 231109726 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis Investment Holdings II LLC CENTRAL INDEX KEY: 0001854977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 231109722 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Lewis Capital Partners Master Fund II LP CENTRAL INDEX KEY: 0001855023 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 231109724 BUSINESS ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 BUSINESS PHONE: 212-782-3480 MAIL ADDRESS: STREET 1: 111 WEST 33RD STREET STREET 2: SUITE 1910 CITY: NEW YORK STATE: NY ZIP: 10120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN KODAK CO CENTRAL INDEX KEY: 0000031235 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 160417150 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 343 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14650-0910 BUSINESS PHONE: 5857244000 MAIL ADDRESS: STREET 1: 343 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14650 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-07-21 0 0000031235 EASTMAN KODAK CO KODK 0001797633 KENNEDY LEWIS MANAGEMENT LP 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 1 0 0 0 0001797635 KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 1 0 0 0 0001854812 Kennedy Lewis GP LLC 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 1 0 0 0 0001854651 Kennedy Lewis Investment Holdings LLC 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 1 0 0 0 0001855023 Kennedy Lewis Capital Partners Master Fund II LP 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 1 0 0 0 0001855024 Kennedy Lewis GP II LLC 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 1 0 0 0 0001854977 Kennedy Lewis Investment Holdings II LLC 225 LIBERTY STREET, SUITE 4210 NEW YORK NY 10281 1 0 0 0 0 Convertible Promissory Note 2023-07-21 4 D 0 552092 D Common Stock 0 I See Footnotes Convertible Promissory Note 2023-07-21 4 D 0 2247565 D Common Stock 0 I See Footnotes In connection with an amendment to the credit agreement (the "Term Loan Credit Agreement") among certain funds affiliated with Kennedy Lewis Investment Management LLC ("Kennedy Lewis"), as lenders, the other lenders party thereto, and Alter Domus (US) LLC, as administrative agent, and Eastman Kodak Company (the "Issuer") and certain of its subsidiaries, in order to amend and restate the Term Loan Credit Agreement, on July 21, 2023, the Convertible Promissory Notes, dated February 26, 2021, of the Issuer (the "Convertible Notes") held by each of Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I") and Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II", and together with Master Fund I, the "Funds") were repaid in full, plus accrued paid-in-kind or unpaid cash interest, by the Issuer (the "Convertible Notes Repurchase"). The Convertible Note held by Master Fund I had a purchase price of $4,930,000 and the Convertible Note held by Master Fund II had a purchase price of $20,070,000. Each of the Convertible Notes held by the Funds bore interest at a rate of 5.0% per annum, which was payable in cash on the maturity date or any prepayment date and in additional shares of Common Stock of the Issuer on any conversion date. The maturity date of the Convertible Notes held by the Funds was May 28, 2026. (Continued from Footnote 2) Each of the Funds had the right to elect at any time to convert the Convertible Note held by it into shares of Common Stock of the Issuer at a conversion rate equal to 100 shares of Common Stock per each $1,000 outstanding amount (including principal and accrued interest) of the Convertible Note (based on a conversion price equal to $10.00 per share of Common Stock) and the Convertible Note converted into shares of Common Stock of the Issuer at the election of the Issuer upon the occurrence of certain events as set forth in the Convertible Note. The conversion rate and conversion price were subject to certain customary anti-dilution adjustments. Kennedy Lewis Management LP (the "Adviser") acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds. Kennedy Lewis GP LLC ("Fund I GP") is the general partner of Master Fund I. Kennedy Lewis Investment Holdings LLC ("Holdings I") is the managing member of Fund I GP. David Chene and Darren Richman are the managing members of Holdings I. (Continued from Footnote 4) Each of Fund I GP and Holdings I may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund I due to their relationship with Master Fund I. Kennedy Lewis GP II LLC ("Fund II GP") is the general partner of Master Fund II. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund II GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund II GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund II due to their relationship with Master Fund II. (Continued from Footnote 5) David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of each of Holdings I and Holdings II, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by each of the Funds due to their relationships with the Funds. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Fund I GP, Holdings I, Fund II GP, Holdings II, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund I GP, Holdings I, Fund II GP, Holdings II, David Chene or Darren Richman is or was the beneficial owner of such securities for purposes of Section 16 or any other purpose. Due to limitations of the electronic filing system, certain of the reporting persons, including KLM GP LLC, Kennedy Lewis Investment Management LLC, Darren Richman and David Chene, are filing a separate Form 4. Darren Richman, a managing member of each of Kennedy Lewis Investment Management LLC, Kennedy Lewis Investment Holdings LLC, and Kennedy Lewis Investment Holdings II LLC, serves on the Board of Directors of Eastman Kodak Company (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Richman are deemed directors by deputization of the Issuer. KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 2023-07-25 KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP, By: Kennedy Lewis GP LLC, its general partner, By: Kennedy Lewis Investment Holdings LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2023-07-25 KENNEDY LEWIS GP LLC, By: Kennedy Lewis Investment Holdings LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2023-07-25 KENNEDY LEWIS INVESTMENT HOLDINGS LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 2023-07-25 KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP, By: Kennedy Lewis GP II LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2023-07-25 KENNEDY LEWIS GP II LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 2023-07-25 KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 2023-07-25 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                          Form 4 Joint Filer Information

Name:                                Kennedy Lewis Capital Partners Master
                                     Fund LP

Address:                             225 Liberty Street, Suite 4210
                                     New York, NY 10281

Date of Event Requiring Statement:   07/21/2023


Name:                                Kennedy Lewis GP LLC

Address:                             225 Liberty Street, Suite 4210
                                     New York, NY 10281

Date of Event Requiring Statement:   07/21/2023


Name:                                Kennedy Lewis Investment Holdings
                                     LLC

Address:                             225 Liberty Street, Suite 4210
                                     New York, NY 10281

Date of Event Requiring Statement:   07/21/2023


Name:                                Kennedy Lewis Capital Partners Master
                                     Fund II LP

Address:                             225 Liberty Street, Suite 4210
                                     New York, NY 10281

Date of Event Requiring Statement:   07/21/2023


Name:                                Kennedy Lewis GP II LLC

Address:                             225 Liberty Street, Suite 4210
                                     New York, NY 10281

Date of Event Requiring Statement:   07/21/2023


Name:                                Kennedy Lewis Investment Holdings II
                                     LLC

Address:                             225 Liberty Street, Suite 4210
                                     New York, NY 10281

Date of Event Requiring Statement:   07/21/2023