Goldman Sachs Investment Banking Pitch Book
Goldman
Sachs Change of Control Definition
INVESTMENT BANKING
DIVISION
Waiver and Amendment No. 10 to First Lien Credit Agreement - November 28, 2022
CONFIDENTIAL
A Change of Control occurs if:
At any time prior to an IPO, the Permitted Holders cease to own in aggregate at least 35% voting stock of Borrower
OR
If any person other than Permitted Holders acquire over 35% of the voting stock
Unless (in both cases):
- Permitted Holders still have the right to elect at least a majority of the board of directors
■ Permitted Holders:
Ferdinand Change of Control Definition
Initial Investors and their Affiliates
Members of management of the Borrower and its Subsidiaries
■ Initial Investors:
Stone Point Capital LLC & Affiliates
KKR Freya Aggregator L.P.
Trident FFP LP
CP Falcon AIV L.P.
- Centerbridge Capital Partners SBS II, L.P.
CCP IIV Falcon AIV
- Management
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