Eastman Kodak Enters Material Definitive Agreement

TL;DR

Kodak just signed a big deal, details TBD.

AI Summary

On November 20, 2024, Eastman Kodak Company entered into a Material Definitive Agreement. The filing does not disclose the specific details of this agreement or any associated parties. Further information is expected to be provided in subsequent filings.

Why It Matters

This filing indicates a significant new contract or partnership for Eastman Kodak, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in this filing creates uncertainty about the nature and potential impact of the agreement.

Key Players & Entities

• Eastman Kodak Company (company) — Registrant

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share KODK New York Stock Excha
• $764.4 million — arch 31, 2024 (the "Reference Date") of $764.4 million for a purchase price of $550.6 million
• $550.6 million — $764.4 million for a purchase price of $550.6 million payable in cash at closing. The closing
• $87.3 million — asset value as of the Reference Date of $87.3 million for a purchase price of $61.7 million p
• $61.7 million — f $87.3 million for a purchase price of $61.7 million payable in cash at closing, except for
• $15.3 million — payable in cash at closing, except for $15.3 million of cash proceeds which are payable on a
• $161.3 million — quid Assets having a net asset value of $161.3 million as of September 30, 2024. KRIP also own
• $917.2 million — hedge funds having a net asset value of $917.2 million as of September 30, 2024 ("Hedge Fund A
• $885 million — IP would have surplus assets of between $885 million and $975 million after the satisfaction
• $975 million — plus assets of between $885 million and $975 million after the satisfaction of KRIP's liabil
• $530 million — eds from KRIP having a value of between $530 million and $585 million. Kodak believes no mat
• $585 million — ing a value of between $530 million and $585 million. Kodak believes no material amount of i
• $220 million — o have assets having a value of between $220 million and $245 million which would allow Koda
• $245 million — ing a value of between $220 million and $245 million which would allow Kodak to provide valu
• $300 million — amount of the Term Loans is reduced to $300 million and, thereafter, to use 50% of the Reve

Filing Documents

• kodk-20241120.htm (8-K) — 57KB
• 0000950170-24-130438.txt ( ) — 170KB
• kodk-20241120.xsd (EX-101.SCH) — 23KB
• kodk-20241120_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 20, 2024, the Kodak Retirement Income Plan Trust (the "Trust"), in its capacity as holder of assets for the benefit of the Kodak Retirement Income Plan ("KRIP"), entered into a Purchase and Sale Agreement (the "Agreement") with Mastercard Foundation (the "Buyer"). Pursuant to the Agreement, the Trust agreed to sell and the Buyer agreed to purchase certain private equity ownership interests and other illiquid assets held by the Trust for the benefit of KRIP (collectively, "KRIP Illiquid Assets") having an aggregate net asset value as of March 31, 2024 (the "Reference Date") of $764.4 million for a purchase price of $550.6 million payable in cash at closing. The closing is scheduled to occur as of December 31, 2024, but a portion of the KRIP Illiquid Assets subject to the Agreement may be sold at one or more subsequent closings in accordance with the terms of the Agreement. The Agreement contains representations, warranties, covenants, conditions and other provisions customary for secondary sales of private equity investments.

01 Other Events

Item 8.01 Other Events. Subsequent to the entry into the Agreement, the Trust entered into or expects to enter into in the near term Purchase and Sale Agreements similar to the Agreement (collectively, the "Other Agreements" and, together with the Agreement, the "Sale Agreements") with four other investors pursuant to which the Trust agreed or will agree to sell and such investors agreed or will agree to purchase certain KRIP Illiquid Assets having an aggregate net asset value as of the Reference Date of $87.3 million for a purchase price of $61.7 million payable in cash at closing, except for $15.3 million of cash proceeds which are payable on a deferred basis on December 31, 2025. The Sale Agreements were entered into as a result of the previously announced secondary sale process with respect to the KRIP Illiquid Assets being conducted by a third-party broker. Assuming the consummation of the transactions contemplated by the Sale Agreements, the Trust will continue to hold KRIP Illiquid Assets having a net asset value of $161.3 million as of September 30, 2024. KRIP also owns interests in hedge funds having a net asset value of $917.2 million as of September 30, 2024 ("Hedge Fund Assets") which are not included in the KRIP Illiquid Assets. As previously reported, redemption notices have been given with respect to a substantial majority of Hedge Fund Assets and KRIP expects to receive proceeds from the redemption of those Hedge Fund Assets in accordance with the agreements governing the relevant Hedge Fund Assets. The Board of Directors of Eastman Kodak Company ("Kodak"), the settlor of KRIP, is reviewing options with respect to KRIP, including the possible termination of KRIP, and has instructed the committee with authority to manage KRIP's assets to take actions appropriate to position KRIP for a potential termination. At this time, the Board has not yet made a formal determination to terminate KRIP. The following disclosure summarizes what Kodak expects an

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EASTMAN KODAK COMPANY Date: November 25, 2024 By: /s/ David E. Bullwinkle David E. Bullwinkle Chief Executive Officer and Senior Vice President

View Full Filing

View this 8-K filing on SEC EDGAR