SEC Form SC 13D filed by Eastman Kodak Company Common New

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

___________________________________________

Eastman Kodak Company

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title and Class of Securities)

277461406

(CUSIP Number)

Anthony Pasqua

Kennedy Lewis Management LP

111 W 33^rd Street, Suite 1910

New York, NY 10120

(212) 782-3480

Daniel I. Fisher

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 18, 2022

(Date of Event Which Requires Filing of Statement)

___________________________________________

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ◻

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

SCHEDULE 13D

The class of equity security to which this statement on Schedule 13D relates is the Common Stock, par value $0.01 per share (the “Common Stock”) of Eastman Kodak Company (the “Issuer”), a New Jersey corporation. The address of the principal executive offices of the Issuer is 343 State Street, Rochester, New York 14650.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

(b) The business address or address of its principal office, as applicable, of the Reporting Persons is:

111 West 33rd St., Suite 1910

New York, NY 10120

(c) The Adviser acts as investment adviser to Master Fund I, Master Fund II and Master Fund III (collectively, the “Funds”). KLM is the general partner of the Adviser. Kennedy Lewis Management is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis Management. The Funds are primarily in the business of investing.  Fund I GP is the general partner of Master I.  Holdings I is the managing member of Fund I GP.  Fund II GP is the general partner of Master Fund II. Holdings II is the managing member of Fund II GP. David Chene and Darren Richman are the managing members of Holdings I and Holdings II. Fund III GP is the general partner of Master Fund III. Holdings II is the managing member of Fund III GP. David Chene and Darren Richman are the managing members of Holdings II.

(d) and (e) During the past five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:

The disclosure in Item 4 is incorporated herein by reference.

The aggregate purchase price of the shares of Common Stock directly held by the Funds reported herein was $25,483,706, and the aggregate purchase price for the Convertible Notes (as defined below) was $25,000,000. The shares of Common Stock directly held by the Funds were purchased with the working capital of the Funds.

On February 26, 2021, certain funds affiliated with Kennedy Lewis Investment Management LLC (“Kennedy Lewis Management”) as lenders, and Alter Domus (US) LLC, as administrative agent entered into a credit agreement with the Issuer (the “Term Loan Credit Agreement”). Pursuant to the Term Loan Credit Agreement, the lenders provided the Issuer with (i) an initial term loan in the amount of $225,000,000, and (ii) a commitment to provide delayed draw term loans in an aggregate principal amount of up to $50,000,000 on or before February 26, 2023, which has not yet been drawn  (collectively, the “Term Loans”).

On February 26, 2021, in connection with the execution of the Term Loan Credit Agreement, the Issuer entered into a letter agreement with Kennedy Lewis Management (the “Board Rights Agreement”). Pursuant to the Board Rights Agreement, the Board of Directors of the Issuer (the “Board”) appointed Darren Richman to the Board. The Board Rights Agreement also provides Kennedy Lewis Management with the right to nominate one director at each annual or special meeting of the Issuer’s shareholders until the third anniversary of the execution of the Board Rights Letter or until Kennedy Lewis Management’s affiliated funds cease to hold at least 50% of the original principal amount of the term loans and commitments under the Term Loan Credit Agreement, whichever is earlier.  Pursuant to the Board Rights Agreement, Darren Richman was nominated and elected as a member of the Board at the Issuer’s 2021 annual meeting of shareholders.

Until the funds affiliated with Kennedy Lewis Management cease to hold at least 50% of the original principal amount of the Term Loans, at any time that Kennedy Lewis Management’s designated director is not serving on the Board, Kennedy Lewis Management will have the right to designate a non-voting observer to the Board. Such observer will have the right to attend meetings of the Board and, under certain circumstances, committees and subcommittees of the Board and to receive information and materials made available to the Board, in each case, subject to certain restrictions and exceptions.

On February 26, 2021, Master Fund I and Master Fund II (the “Noteholders”) purchased shares of Common Stock and $25,000,000 aggregate principal amount of the Company’s newly issued 5.0% unsecured convertible promissory notes due May 28, 2026 (each such note, a “Convertible Note” and, collectively, the “Convertible Notes”) in a private placement transaction.  The Convertible Notes bear interest at a rate of 5.0% per annum, which will be payable in cash on the maturity date and in additional shares of Common Stock on any conversion date. The maturity date of the Convertible Notes will be May 28, 2026.  The Noteholders have the right to elect at any time to convert the Convertible Notes into shares of Common Stock at a conversion rate equal to 100 shares of Common Stock per each $1,000 principal amount of the Convertible Notes (based on a conversion price equal to $10.00 per share of Common Stock). The conversion rate and conversion price will be subject to certain customary anti-dilution adjustments.

If the closing price of the Common Stock equals or exceeds $14.50 (subject to adjustment in the same manner as the conversion price) for 45 trading days within any period of 60 consecutive trading days, the Issuer will have the right to cause the mandatory conversion of the Convertible Notes into shares of Common Stock so long as a resale registration statement sufficient to cover such shares of Common Stock has been filed by the Issuer with the U.S. Securities and Exchange Commission and is effective prior to any such conversion.

The foregoing is a summary description of certain terms of the Term Loan Credit Agreement, the Board Rights Agreement and the Convertible Notes and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Term Loan Agreement, which is filed as Exhibit 99.2 hereto, the Board Rights Agreement, which is filed as Exhibit 99.3 hereto, and Convertible Promissory Note, to Master Fund I, which is filed as Exhibit 99.4 hereto, and the Convertible Promissory Note to Master Fund II, which is filed as Exhibit 99.5, each of which is incorporated herein by reference.

The Reporting Persons acquired the Common Stock and other securities of the Issuer for investment purposes due in part to their continuing belief that the Common Stock is undervalued and that the value of the Issuer and its equity securities can grow under the leadership of the current management of the Issuer. The Reporting Persons have had discussions with members of the Issuer’s management and members of the Issuer’s Board in connection with the Reporting Persons’ investment in the Issuer and Mr. Richman’s membership on the Board and may from time to time have further discussions with directors and officers of the Issuer, or discussions with other shareholders or third parties regarding the Issuer’s business operations, strategies, capital structure, assets, liabilities and other matters related to the Issuer. The Reporting Persons, including as a member of the Board, may engage in a number of conversations that may relate to one or more of the items in subsections (a) through (j), including options for maximizing shareholder value, enhancing the Issuer’s corporate governance, improving capital, asset or liability allocation, monetizing the Issuer’s assets, various strategic alternatives or operational or management initiatives, and the other Reporting Persons may also participate in those conversations as investors. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board (to the extent public), price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Common Stock and/or other equity, notes, other securities, derivatives or other instruments that are based upon or relate to the value of securities of the Issuer, or any debt of the Issuer or its affiliates, irrespective of whether it is a security (collectively, “Instruments”) in the open market or otherwise; (ii) disposing of any or all of their Instruments in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Instruments; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 78,739,304 shares of Common Stock of the Issuer outstanding as of March 8, 2022, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2022.  The shares of Common Stock include the 519,203 shares issuable to Master Fund I and the 2,113,673 issuable to Master Fund II upon the conversion of the Convertible Notes (as defined below), respectively. The Adviser, KLM, Kennedy Lewis Management and Messrs. Richman and Chene may be deemed the beneficial owner of the shares of Common Stock issued as restricted stock or upon the conversion of restricted stock units to Mr. Richman due to Mr. Richman’s service as a member of the Board (the “Director Shares”).

The Funds delegated to the Adviser voting and investment power over the securities held by the Funds pursuant to an Investment Management Agreement with the Funds. As a result, each of the Adviser, KLM, as the general partner of the Adviser, Kennedy Lewis Management, as the owner of KLM, and Messrs. Richman and Chene, as managing members and control persons of Kennedy Lewis Management, may be deemed to exercise voting and investment power over the shares of Common Stock directly held by the Funds. Each of the Funds may be deemed the beneficial owners of the Common Stock, including the shares underlying the Convertible Notes such Fund holds.  Fund I GP, as general partner of Master Fund I and Holdings I, as managing member of Fund I GP, may be deemed beneficial owners of the Common Stock (including shares underlying the Convertible Note) held by Master Fund I.  Fund II GP, as general partner of Master Fund II and Holdings II, as managing member of Fund II GP, may be deemed beneficial owners of the Common Stock (including shares underlying the Convertible Note) held by Master Fund II.  Fund III GP, as general partner of Master Fund III and Holdings II, as managing member of Fund III GP, may be deemed beneficial owners of the Common Stock held by Master Fund III.

 (c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons on behalf of the Funds during the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.

(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. Other than the Director Shares, all securities reported in this Schedule 13D are directly held by the Funds, investment management clients of the Adviser. The economic benefit of the Director Shares is indirectly provided to the Funds. The investors in the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Funds in accordance with their respective investment percentages in the Funds.

(e) Not applicable.

On February 26, 2021, the Issuer and the Buyers also entered into a Registration Rights Agreement (the “Securities Registration Rights Agreement”) providing the Noteholders with registration rights in respect of the purchased shares of Common Stock and the Common Stock issuable upon conversion of the Convertible Notes. The Securities Registration Rights Agreement contains other customary terms and conditions, including certain customary indemnification obligations; however, the Securities Registration Rights Agreement does not obligate the Issuer to facilitate an underwritten offering of the registered Common Stock by the Buyers.

In connection with his service on the Board, on March 19, 2021 Mr. Richman was granted 10,000 restricted stock units (“RSUs”), which he holds for the benefit of Master Fund I and Master Fund II.  The RSUs will vest in full and settle in shares of Common Stock of the Issuer on a 1-for-1 basis, or cash, other securities or other property at the Issuer's discretion, on the day before the Issuer's 2022 Annual Meeting of Shareholders.

The foregoing is a summary description of certain terms of the Convertible Notes and the Securities Registration Rights Agreement and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Securities Registration Rights Agreement, which is filed as Exhibit 99.6 hereto, each of which is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 28, 2022

 

TRANSACTIONS IN SHARES OF COMMON STOCK BY THE REPORTING PERSONS

 

The following table sets forth all transactions in the shares of Common Stock effected by each of the Reporting Persons (on behalf of the Fund) in the past sixty days.  All such transactions were purchases of shares of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.

  

(1) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $6.025 to $6.25. The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission (the “Staff”), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

(2) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $4.545 to $5.54. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

(3) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $5.445 to $6.35. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

(4) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $6.185 to $6.19. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

(5) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $5.96 to $6.20. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

EXHIBIT 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Eastman Kodak Company. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 28th day of March, 2022.

	KENNEDY LEWIS MANAGEMENT LP
	By:		KLM GP LLC, its general partner
	By:		/s/ Anthony Pasqua
	Name:		Anthony Pasqua
	Title:		Chief Operating Officer
	KLM GP LLC
	By:		/s/ Anthony Pasqua
	Name:		Anthony Pasqua
	Title:		Chief Operating Officer
	KENNEDY LEWIS INVESTMENT MANAGEMENT LLC
	By:		/s/ Anthony Pasqua
	Name:		Anthony Pasqua
	Title:		Chief Operating Officer

	KENNEDY LEWIS INVESTMENT HOLDINGS LLC
	By:		/s/ Anthony Pasqua
	Name:		Anthony Pasqua
	Title:		Authorized Person
	KENNEDY LEWIS INVESTMENT HOLDINGS II LLC
	By:		/s/ Anthony Pasqua
	Name:		Anthony Pasqua
	Title:		Authorized Person
	KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP
	By:		Kennedy Lewis GP LLC, its general partner
	By:		Kennedy Lewis Investment Holdings LLC, its managing member
	By:		/s/ Anthony Pasqua
	Name:		Anthony Pasqua
	Title:		Authorized Person
	KENNEDY LEWIS GP LLC
	By:		Kennedy Lewis Investment Holdings LLC, its managing member
	By:		/s/ Anthony Pasqua
	Name:		Anthony Pasqua
	Title:		Authorized Person

	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
	By:		/s/ Anthony Pasqua
	Name:		Anthony Pasqua
	Title:		Authorized Person

	KENNEDY LEWIS GP II LLC
	By:		Kennedy Lewis Investment Holdings II LLC, its managing member
	By:		/s/ Anthony Pasqua
	Name:		Anthony Pasqua
	Title:		Authorized Person
	KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP
	By:		Kennedy Lewis GP III LLC, its general partner
	By:		Kennedy Lewis Investment Holdings II LLC, its managing member
	By:		/s/ Anthony Pasqua
	Name:		Anthony Pasqua
	Title:		Authorized Person