SEC Form SC 13D/A filed by Eastman Kodak Company Common New (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

___________________________________________

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

225 Liberty Street, Suite 4210

New York, NY 10281

(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)

June 30, 2023

(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

AMENDMENT NO. 1 TO SCHEDULE 13D

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Kennedy Lewis Management LP (the “Adviser”), KLM GP LLC (“KLM”), Kennedy Lewis Investment Management LLC (“Kennedy Lewis Management”), Kennedy Lewis Investment Holdings LLC (“Holdings I”), Kennedy Lewis Investment Holdings II LLC (“Holdings II”), Kennedy Lewis Capital Partners Master Fund LP (“Master Fund I”), Kennedy Lewis GP LLC (“Fund I GP”), Kennedy Lewis Capital Partners Master Fund II LP (“Master Fund II”), Kennedy Lewis GP II LLC (“Fund II GP”), Kennedy Lewis Capital Partners Master Fund III LP (“Master Fund III”), Kennedy Lewis GP III LLC (“Fund III GP”), Darren Richman and David Chene (collectively, the “Reporting Persons”) on March 28, 2022. This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

On June 30, 2023, certain funds affiliated with Kennedy Lewis Management, as lenders, and Alter Domus (US) LLC, as administrative agent, entered into an amendment (the “Term Loan Amendment”) with the Issuer and certain of its subsidiaries, in order to amend and restate the Term Loan Credit Agreement. Pursuant to the Term Loan Amendment, the lenders agreed to provide the Issuer with a term loan in an aggregate principal amount of $450,000,000 (the “Refinancing Term Loans”) in order to refinance the term loans outstanding under the Term Loan Credit Agreement and certain other indebtedness, including the previously disclosed Convertible Notes purchased by Master Fund I and Master Fund II. The Issuer expects the funding of the Refinancing Term Loans to occur on or prior to July 21, 2023, subject to the satisfaction of certain conditions on or prior to that date.

The Term Loan Amendment also amends and restates the Term Loan Credit Agreement to, among other things, (i) extend the maturity date to the earlier of August 15, 2028, or the date that is 91 days prior to the maturity date or mandatory redemption date of any of the Issuer’s then-outstanding Series B Preferred Stock or Series C Preferred Stock or any extensions or refinancings of any of the foregoing, (ii) make certain other changes to the terms of the Term Loan Credit Agreement and (iii) make certain other changes to the terms of the Guarantee and Collateral Agreement, dated as of February 26, 2021, among the Issuer, the subsidiary guarantors and the administrative agent.

The Refinancing Term Loans bear interest at a rate of 7.5% per annum payable in cash and 5.0% per annum payable “in-kind” or in cash at the Issuer’s option, for an aggregate interest rate of 12.5% per annum.  Obligations under the Term Loan Amendment will be secured by a first priority lien on substantially all assets of the Issuer and the subsidiary guarantors thereunder (subject to certain exceptions) not constituting L/C Cash Collateral (as defined in the Issuer’s Form 8-K filed with the SEC on July 7, 2023) and a second priority lien on the L/C Cash Collateral.

On June 30, 2023, in connection with the execution of the Term Loan Amendment, the Issuer and Kennedy Lewis Management entered into an amendment to the Board Rights Agreement (the “Board Rights Agreement Amendment”) pursuant to which, subject to the effectiveness of the Term Loan Amendment, Kennedy Lewis Management’s right to nominate one individual for election as a director at each annual or special meeting of the Issuer’s shareholders shall last until such time as Kennedy Lewis Management’s affiliated funds cease to hold at least $200 million of the original principal amount of Refinancing Term Loans.

The foregoing are summary descriptions of certain terms of the Term Loan Amendment and the Board Rights Agreement Amendment and do not purport to be complete, and are qualified in their entirety by reference to the full texts of the Term Loan Refinancing Amendment, which is incorporated by reference as Exhibit 99.1 hereto, and the Board Rights Agreement Amendment, which is incorporated by reference as Exhibit 99.2 hereto, each of which is incorporated herein by reference.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(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 79,343,371 shares of Common Stock of the Issuer outstanding as of May 1, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on May 9, 2023. The shares of Common Stock include the 551,146 shares issuable to Master Fund I and the 2,243,716 shares issuable to Master Fund II upon the conversion of the Convertible Notes, respectively. The Adviser, KLM, Kennedy Lewis Management and Messrs. Richman and Chene may be deemed the beneficial owner of 21,446 shares of Common Stock issued to Mr. Richman as restricted stock that has since vested or upon the vesting of restricted stock units granted by the Issuer to Mr. Richman due to Mr. Richman’s service as a member of the Board (the “Director Shares”).  Mr. Richman holds the Director Shares for the benefit of Master Fund I and Master Fund II. Because Mr. Richman serves on the Board as a representative of the Funds and their affiliates, Mr. Richman does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position and Master Fund I and Master Fund II are entitled to an indirect proportionate pecuniary interest in any securities granted to Mr. Richman by the Issuer in respect of Mr. Richman's Board position.

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 owner of the Common Stock such Fund holds, including the shares underlying the Convertible Notes.  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 held by Master Fund I, including the shares underlying the Convertible Note.  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 held by Master Fund II, including the shares underlying the Convertible Note.  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) There have been no transactions in the Issuer’s Common Stock by or on behalf of the Reporting Persons during the past sixty days.

(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 Master Fund I and Master Fund II. 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.

Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure in Item 4 is incorporated herein by reference.

The Term Loan Amendment is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference.

The Board Rights Agreement Amendment is incorporated by reference as Exhibit 99.2 and 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 July 7, 2023