Item 1.01 Entry into a Material Definitive Agreement.
Repurchase and Exchange Agreement
On February 26, 2021, Eastman Kodak Company (the Company), Southeastern Asset Management, Inc.
(Southeastern) and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which are investment funds managed by Southeastern (such investment
funds, collectively, the Purchasers), entered into a Series A Preferred Stock Repurchase and Exchange Agreement (the Repurchase and Exchange Agreement) pursuant to which the Company agreed to repurchase from the
Purchasers, and the Purchasers agreed to sell to the Company, an aggregate of 1,000,000 shares of the Companys 5.50% Series A Convertible Preferred Stock, no par value per share (the Series A Preferred Stock), for an
aggregate repurchase price of $100,641,667, representing the liquidation value of the repurchased Series A Preferred Stock plus accrued and unpaid dividends. In addition, the Company and the Purchasers agreed to exchange the remaining 1,000,000
shares of Series A Preferred Stock held by the Purchasers for shares of the Companys newly created 4.0% Series B Convertible Preferred Stock, no par value (the Series B Preferred Stock) on a one-for-one basis.
The Repurchase and Exchange Agreement contains largely customary terms for
private repurchases of preferred shares and private investments in public companies, including representations, warranties, covenants and closing conditions. The Repurchase and Exchange Agreement also provides for the Company to register for resale
the shares of common stock of the Company, par value $0.01 per share (the Common Stock), issuable upon conversion of the Series B Preferred Stock and extends the terms of the existing Registration Rights Agreement between the
Company and the Purchasers, dated as of November 15, 2016, to such shares of Common Stock.
On February 26, 2021, the Company
and the Purchasers closed the transaction contemplated by the Repurchase and Exchange Agreement, and the Company repurchased 1,000,000 shares of the Series A Preferred Stock from the Holders for the repurchase price described above and issued to the
Purchasers an aggregate of 1,000,000 shares of the Series B Preferred Stock in exchange for the remaining 1,000,000 shares of Series A Preferred Stock held by the Purchasers. In connection with the exchange, the Company paid the Purchasers $641,666,
representing the accrued and unpaid dividends on the exchanged shares of Series A Preferred Stock.
Certificate of Designations of the Series B
Preferred Stock
On February 25, 2021, the Company filed with the Department of Treasury of the State of New Jersey a
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the Series B Certificate of Designations) creating the Series B Preferred Stock and establishing the designation, number of
shares, rights, preferences and limitations of the Series B Preferred Stock. The Series B Certificate of Designations became effective upon filing. The Series B Preferred Stock ranks senior to the Common Stock and pari passu with the Series C
Preferred Stock (defined below), with respect to dividend rights and rights on liquidation, winding-up and dissolution. The Series B Preferred Stock has a liquidation preference of $100 per share, and holders
of Series B Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 4.0% per annum. If dividends on any Series B Preferred Stock are in arrears for six or more consecutive or
non-consecutive dividend periods, the holders of the Series B Preferred Stock will be entitled to nominate one director at the next annual shareholder meeting and all subsequent
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