EX-99.1

EX-99.1 2 d923104dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Case 20-11835-JTD Doc 92 Filed 07/24/20 Page 1 of 6

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


——————————————————————————	x
	:
In re:	:	Chapter 11
	:
GLOBAL EAGLE ENTERTAINMENT	:	CaseNo. 20-11835(JTD)
INC.,et al.,¹	:
	:	(Jointly Administered)
Debtors.	:
	:	Re: Docket No. 79
——————————————————————————	x

NOTICE OF INTERIM ORDER (I) ESTABLISHING

NOTICE AND HEARING PROCEDURES FOR

TRADING OF GLOBAL EAGLE ENTERTAINMENT INC.

EQUITY SECURITIES AND (II) GRANTING RELATED RELIEF

TO HOLDERS OF EQUITY INTERESTS IN GLOBAL EAGLE ENTERTAINMENT INC.

PLEASE TAKE NOTICE THAT on July 22, 2020 (the “Petition Date”), the above-captioned debtors and debtors in possession (collectively, the “Debtors”) commenced voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Subject to certain exceptions, section 362 of the Bankruptcy Code operates as a stay of any act to obtain possession of property of the Debtors’ estates or of property from the Debtors’ estates or to exercise control over property of the Debtors’ estates.

PLEASE TAKE FURTHER NOTICE THAT on the Petition Date the Debtors filed a motion seeking entry of an order pursuant to sections 105, 362, and 541 of the Bankruptcy Code (a) establishing notice and hearing procedures for trading of Global Eagle Entertainment Inc. (“GEE”) equity securities and (b) granting related relief (the “Motion”).

nullnullnullnullnull

¹	nullnullnullnullnullnullnullnullnullnullnullnullnullnullnull

Case 20-11835-JTD Doc 92 Filed 07/24/20 Page 2 of 6

PLEASE TAKE FURTHER NOTICE THAT if an objection is timely filed, served and received before the Objection Deadline, such objection will be heard at the Final Hearing on the Motion. If no objections are timely filed and served in accordance with the procedures set forth herein, proposed counsel to the Debtors will file a certification of counsel to that effect attaching a final form of order and the Bankruptcy Court may enter a final order granting the Motion without further notice and in advance of the Final Hearing.

PLEASE TAKE FURTHER NOTICE THAT, pursuant to the Interim Order, the following procedures will apply to holding and trading of GEE equity securities:

Any purchase, sale, or other transfer of GEE equity securities in violation of the procedures set forth herein (including the notice requirements set forth herein and in the Interim Order) will be null and void ab initio as an act in violation of the automatic stay under sections 362 and 105(a) of the Bankruptcy Code.

nullnullnullnullnullnullnullnullnull

At least 14 calendar days before effectuating any transfer of equity securities (including Options to acquire such securities, as defined in Paragraph (f) below) that would result in an increase in the amount of Stock (as defined in Paragraph (f) below) beneficially owned by a Substantial Shareholder or would result in a person or entity becoming a Substantial Shareholder, such Substantial Shareholder (or person or entity that may become a Substantial Shareholder) must file with the

Case 20-11835-JTD Doc 92 Filed 07/24/20 Page 3 of 6

nullnullnullnullnullnullnullnullnull

The Debtors will have seven calendar days after receipt of a Notice of Proposed Transfer to file with the Bankruptcy Court and serve on such Substantial Shareholder (or person or entity that may become a Substantial Shareholder) an objection to any proposed transfer of equity securities described in the Notice of Proposed Transfer on the grounds that such transfer may adversely affect the

Case 20-11835-JTD Doc 92 Filed 07/24/20 Page 4 of 6

Debtors’ ability to utilize the Tax Attributes. If the Debtors file an objection, such transaction will not be effective unless approved by a final andnon-appealableorder of the Bankruptcy Court. If the Debtors do not object within suchseven-dayperiod, such transaction may proceed solely as set forth in the Notice of Proposed Transfer. Further transactions within the scope of this Paragraph (e) must be the subject of additional notices as set forth herein, with an additionalseven-daywaiting period.

nullnull

nullnullnullnullnullnullnull

nullhttp://cases.primeclerk.com/GEEnull

²	Based upon 3,753,807 shares of GEE’s common stock issued and outstanding as of the Petition Date.

³	For purposes of this Notice, “Stock” includes the Common Stock Purchase Warrant (Penny Warrant) issued by GEE to Searchlight II TRO-W, L.P. on May 27, 2018.

Case 20-11835-JTD Doc 92 Filed 07/24/20 Page 5 of 6

FAILURE TO FOLLOW THE PROCEDURES SET FORTH IN THIS NOTICE WILL CONSTITUTE A VIOLATION OF, AMONG OTHER THINGS, THE AUTOMATIC STAY PRESCRIBED BY SECTION 362 OF THE BANKRUPTCY CODE.

ANY PROHIBITED PURCHASE, ACQUISITION, ACCUMULATION, SALE, TRADE, OR OTHER TRANSFER OF GEE EQUITY SECURITIES IN VIOLATION OF THE INTERIM ORDER WILL BE NULL AND VOID AB INITIO AND MAY BE PUNISHED BY CONTEMPT OR OTHER SANCTIONS IMPOSED BY THE BANKRUPTCY COURT.

PLEASE TAKE FURTHER NOTICE THAT the requirements set forth in this Notice are in addition to the requirements of applicable securities, corporate, and other laws, and do not excuse compliance therewith.

[Remainder of page left intentionally blank]

Case 20-11835-JTD Doc 92 Filed 07/24/20 Page 6 of 6


Dated: July 24, 2020		YOUNG CONAWAY STARGATT & TAYLOR, LLP
Wilmington, Delaware

		/s/ Kara Hammond Coyle
		Michael R. Nestor (No. 3526)
		Kara Hammond Coyle (No. 4410)
		Betsy L. Feldman (No. 6410)
		Rodney Square
		1000 North King Street
		Wilmington, Delaware 19801
		Telephone: (302)571-6600
		Facsimile: (302)571-1253
		null
		kcoyle@ycst.com
		bfeldman@ycst.com

		-and-

		LATHAM & WATKINS LLP

		George A. Davis (admittedpro hac vice)
		Madeleine C. Parish (admittedpro hac vice)
		885 Third Avenue
		New York, New York 10022
		Telephone: (212)906-1200
		Facsimile: (212)751-4864
		null
		madeleine.parish@lw.com

		-and-

		Ted A. Dillman (admittedpro hac vice)
		Helena G. Tseregounis (admittedpro hac vice)
		Nicholas J. Messana (admittedpro hac vice)
		355 South Grand Avenue, Suite 100
		Los Angeles, California 90071
		Telephone: (213)485-1234
		Facsimile: (213)891-8763
		null
		helena.tseregounis@lw.com
		nicholas.messana@lw.com

		Proposed Counsel for Debtors and Debtors in Possession