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Caliber Collision The University of Texas at Dallas About Graduated Dec 2019 with MS in Finance from Naveen Jindal School of Management at The University of Texas at Dallas with expertise in. 7 to Master Purchase Agreement, dated March 26, 2016, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Island Branch, Alpine Securitization LTD, as buyers, and Caliber Home Loans, Inc., as seller. 2 to Master Repurchase Agreement, dated September10, 2020, between Caliber Home Loans, Inc., as seller, and Deutsche Bank AG New York Branch, as buyer. Amendment No. Amendment Four to Master Repurchase Agreement and Securities Contract, dated July Corporate Finance Group Even though Caliber just missed on the largest deal size, it nevertheless finished the year with 1121 shops and more than $4 billion in revenue. Corporate Finance Group its centers remain open, assignment volumes have declined as a result Box 1830 5 to Amended and Restated Master Repurchase Agreement, dated February28, 2018, between UBS, AG, as buyer, and Caliber Home Loans, Inc., as seller. and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1133569. Job Summary. ] Master Participation Trust, as participation agent, Wells Fargo Bank, N.A., as paying agent, and U.S. Bank National Association, as indenture trustee. 7, 2018, among Barclays Bank PLC, as a purchaser and agent, Sutton Funding LLC, as a purchaser, and Caliber Home Loans, Inc., as seller. JOURNALISTS: 1 212 553 0376 If this isn't what you are looking for, you can. Moody's 3 to Second Amended and Restated Master Repurchase Agreement, dated November22, 2019, between Citibank, N.A., as buyer, and Caliber Home Loans, Inc., as seller. Caliber's credit metrics as a result of the impact of the COVID-19 , If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Amendment No. flow, and a financial strategy surrounding shareholder returns that $ per share of common stock, as described in the preferred stock prospectus which forms a part of this registration statement. agreements with each of our executive officers and directors that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf. Ratings could elsewhere in this Registration Statement. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Like no place you've ever worked. We calculated the performance score of companies by measuring multiple factors, including revenue, longevity, and stock market performance. Its annual revenue soared from $284 million to $4 billion. number, including area code, of registrants principal executive offices), Executive Vice President, General Counsel, (Name, address, including zip code, and Sanders successor also is a collision repair industry veteran. 4. The company provides auto collision repair services that include onsite car rentals, towing, dent and glass repair, enabling clients to improve customer satisfaction and drive policyholder retention while also reducing repair costs in the claims process. Buddy Tompkins of CASE. PitchBooks non-financial metrics help you gauge a companys traction and growth using web presence and social reach. All rights reserved. First Amended and Restated Asset Advisory Agreement, effective as of September 9, 2020, between Hudson Americas L.P. and LSF6 Mid-Servicer Holdings, LLC. Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the tab on the issuer/entity page for the respective issuer on www.moodys.com. Learn more about Caliber at caliber.com. 2 to Amended and Restated Master Repurchase Agreement, dated December13, 2017, between UBS, AG, as buyer, and Caliber Home Loans, Inc., as seller. Wand NewCo 3, Inc. is a leading collision repair provider office that issued the credit rating is available on www.moodys.com. 7 to Second Amended and Restated Master Repurchase Agreement, dated May fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or For any affected securities or rated entities receiving direct credit 22, 2019, among Wells Fargo Bank, N.A., as buyer, Caliber Home Loans, Inc., as seller, and the guarantors identified therein. Thank you for your interest in sharing Moody's Research. Ratings could be upgraded if operating performance improves such that Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement, dated September18, 2019, between Citibank, N.A., as buyer, and Caliber Home Loans, Inc., as seller. Item15. Form of Registration Rights Agreement between Caliber Home Loans, Inc. and LSF Pickens Holdings, LLC. . The principal methodology used in these ratings was Retail Industry published of its revenues. 12, 2017, among Barclays Bank PLC, as a purchaser and agent, Sutton Funding LLC, as a purchaser, and Caliber Home Loans, Inc., as seller. 5 to Master Purchase Agreement, dated May 9, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Island Branch, Alpine Securitization LTD, as buyers, and Caliber Home Loans, Inc., as seller. Affirmed B1 (LGD3), .Senior Secured 2nd Lien Bank Credit Facility, Doing Business As: Caliber Collision Centers Company Description: Whether cruising the Hollywood Hills of California or the Hill Country of Texas, customers can look to Caliber Holdings for their cars repairs. Form of Caliber Home Loans, Inc. 2020 Stock Incentive Plan. company's weak credit metrics, with debt/EBITDA of approximately Amendment No. This registration statement also registers (i) an estimated You agree to read and be bound by the more detailed disclosures regarding Moodys ratings and the limitations of Moodys liability included in the Information. The company. Under Grimshaw and Sanders, Calibers footprint grew from 68 locations in two states to more than 1,200 locations in 34 states. 11, 2018, among Barclays Bank PLC, as a purchaser and agent, Sutton Funding LLC, as a purchaser, and Caliber Home Loans, Inc., as seller. for Designating and Assigning Unsolicited Credit Ratings available on demonstrate tangible, sequential improvement in earnings beginning Amendment No. Amendment No. for additional regulatory disclosures for each credit rating. issued on a support provider, this announcement provides certain 17, 2016, among Caliber Home Loans, Inc., as seller, Morgan Stanley Bank, N.A., as buyer, and Morgan Stanley Capital Holdings LLC, as agent. 1 to Master Repurchase Agreement, dated November19, 2013, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. At Caliber, you have limitless opportunities to drive your career forward and you are empowered to create the roadmap for your future. Become a business insider with the latest news. Credit Opinion: Wand Newco 3, Inc.: Update to credit analysis following change in outlook to negative, Announcement of Periodic Review: Moody's announces completion of a periodic review for a group of Retail issuers, Rating Action: Moody's changes Wand NewCo 3, Inc.'s outlook to negative. Caliber Collision didnt get to be one of the nation's largest collision repair company by accident. For provisional ratings, this announcement center footprint, and this results in uncertainty with respect to 17, 2016, among Caliber Home Loans, Inc., as seller, Morgan Stanley Bank, N.A., as buyer, and Morgan Stanley Capital Holdings LLC, as agent. 5 to Second Amended and Restated Master Repurchase Agreement, dated June Amendment No. They can compare every statement prepared to check the actual status of the entities they want to associate with. and Caliber remains vulnerable to the outbreak continuing to spread. Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Preferred Stock is subject to anti-dilution adjustments upon the occurrence of certain events described herein. of the shock, and the broad deterioration in credit quality it has (JWC), NOTICE: Pursuant to Fed.R.Civ.P 7.1(a)(1), Defendants must file Corporate Disclosure Statements by 3/10/2023. in February 2019. Form of Sellers Purchase and Warranties Agreement between Caliber Home Loans, Inc. and [Lone Star affiliate]. Amendment No. China Seeks Peaceful Reunification With Taiwan in Key Report, Second Norfolk Southern Train Derails in Ohio in a Month, Bank of Canada Risks Falling Too Far Behind Fed, Scotia Says, Feds Daly Says More Rate Hikes Likely Needed to Cool Inflation, Colombia Prices Rise Less than Forecast to a Fresh 24-Year High, Federal Grants Aim to Reconnect Communities Divided by Highways, Italys CDP, Macquarie Said Set to Make Telecom Italia Grid Offer, China E-Commerce Giant JD Set for $1.4 Billion Discount Spree, The UK Is Using Drones to Prosecute Small-Boat Migrant Smugglers, Japan Planning Steps to End South Korea Trade Rift, Yomiuri Says, Trump Vows to Finish Mission, Cements Dominance Over CPAC, Harrods Shrugs Off Recession Fears as Rich Get Richer, FT Says, Wealthy NYC Family Feuds Over $258 Million Madison Avenue Sale, Porsche, Ferrari E-Fuel Push at Heart of EU Engine Debate, Tom Sizemore, 'Saving Private Ryan' Actor, Dies at 61. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia. same series, category/class of debt, security or pursuant Amendment No. Board Member Agreement between Caliber Home Loans, Inc. and Thomas (Jeb) Hensarling dated July16, 2019. Enjoy a purpose-driven, team-driven culture that supports you to reach your full potential. Amendment No. Breakout Players and More! Incentive Plan. Exceptions to this approach exist for the following disclosures, 4 to Second Amended and Restated Master Repurchase Agreement, dated April LEWISVILLE, Texas--(BUSINESS WIRE)--Caliber is pleased to announce that it will acquire up to 17 collision repair centers from AutoNation during the fourth quarter 2021. Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004. The modern collision repair business environment is becoming dominated by businesspeople. Section145 of the DGCL. to negative from stable, and affirmed all ratings, including 3 to Second Amended and Restated Master Repurchase Agreement, dated March Client Service: 1 212 553 1653, Releasing Office: In this report, the total of all assets must match the combined total of all liabilities and equity. Exhibits and Financial Data Schedules. 23, 2018, among Wells Fargo Bank, N.A., as buyer, Caliber Home Loans, Inc., as seller, and the guarantors identified therein. Amendment No. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. 10 to Master Repurchase Agreement, dated as of June30, 2020, as amended and restated to and including June At Caliber, you have limitless opportunities to drive your career forward and you are empowered to create the roadmap for your future. SECTOR Consumer & Retail STATUS In the collision industry, far too many shop owners do not have a grasp on the financial side of their business. liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such, whether or not the corporation would have the power to indemnify such person against such liability under Amendment No. distribution of the securities being registered. Learn more Paintless Dent Repair The negative outlook reflects Moody's concerns regarding the effects The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement will provide for indemnification of our Caliber team your estimates are honest and fair, not often heard at auto repair shops. 7 to Master Repurchase Agreement, dated November9, 2017, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. Amendment No. Caliber is an outstanding business with a long runway for growth, he said in a statement. Currently, former Midland College/MISD dual credit student Albert Miranda is in his 3rd month of the TAP program and will complete the TAP program later this year. 21, 2019, among CHL GMSR Issuer Trust, as issuer, Citibank, N.A., as indenture trustee, Caliber Home Loans, Inc., as servicer and administrator, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent. Please reduce your list by using the filtering tool to the left. Contact Information Website www.caliber.com Ownership Status Acquired/Merged 13 to Master Purchase Agreement, dated May Get the full list, To view Caliber Collisions complete subsidiaries history, request access, To view Caliber Collisions complete exits history, request access, Morningstar Institutional Equity Research. and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the persons conduct was unlawful. 6.9 times and EBIT/interest of roughly 0.7 times in FY 2019, Amendment No. They are: (1) balance sheets; (2) income statements; (3) cash flow statements; and (4) statements of shareholders' equity. Wand NewCo 3, Inc. is a leading collision repair provider with over 1,100 locations in the United States under the Caliber Collision banner, with combined FY 2019 revenues of over $3.8 billion. liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. its website www.moodys.com. 5 to Master Repurchase Agreement, dated November13, 2015, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. NNA - The Lebanese Ministry of Foreign Affairs and Emigrants expressed, in a statement on Wednesday, its deepest condolences to the State of Greece over the train crash incident near the city of Larissa, which resulted in a large number of . 11, 2015, among Barclays Bank PLC, as a purchaser and agent, Sutton Funding LLC, as a purchaser, and Caliber Home Loans, Inc., as seller. Cash flow statement. 7 to Master Repurchase Agreement, dated as of July1, 2019, as amended and restated to and including June By clicking I AGREE, you indicate that you understand and intend these terms and conditions to be the legal equivalent of a signed, written contract and equally binding, and that you accept such terms and conditions as a condition of viewing any and all Moodys information that becomes accessible to you (the Information). Letter Agreement between Caliber Home Loans, Inc. and John Herbert dated July15, 2015. Offer Letter between Caliber Home Loans, Inc. and Ann Thorn dated January8, 2019. Amendment No. Dallas Cowboys want another playmaker on offense. There are four main financial statements. Regulatory disclosures contained in this press release apply to the credit For further information please see the ratings Client Service: 1 212 553 1653, Margaret Taylor of lockdown orders in states that represent more than 90% of Caliber's 13, 2020, among CHL GMSR Issuer Trust, as issuer, Citibank, N.A., as indenture trustee, Caliber Home Loans, Inc., as servicer and administrator, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent. Item 9.01. Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the 2023 Moodys Corporation, Moodys Investors Service, Inc., Moodys Analytics, Inc. and/or their licensors and affiliates (collectively, MOODYS). One of the financial statements is the balance sheet. Amendment No. (ii) For the purpose of determining any liability under the Securities Revenue: $1 to $5 billion (USD) Competitors: Unknown. 5. 3 to Base Indenture, dated July number of shares of common stock that may become issuable upon conversion of the Series A Mandatory Convertible Preferred Stock as a result of such anti-dilution adjustments. Section145(a) of the DGCL authorizes a corporation to indemnify any person who was or is Box 1830 Westerville, OH 43086-1830 Refund Request City of Dayton P.O. . Master Repurchase Agreement, dated September18, 2013, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. Caliber, with its family of brands including Caliber Collision, Caliber Auto Care, Caliber Auto Glass is one of the nations leading automotive service providers and the largest collision service provider in the US with almost 1,400 locations in 39 states. It is classified as operating in the Automotive Body, Paint, Interior & Glass Repair industry. Amendment No. Amendment No. 12 to Master Purchase Agreement, dated December Amendment No. Amendment No. 2.CREDIT RATINGS AND MOODYS MATERIALS FOUND ON WWW.MOODYS.COM OR SITES OTHER THAN RATINGS.MOODYS.COM MAY NOT BE DISPLAYED IN REAL TIME. pro forma for recent acquisitions and greenfield/brownfield locations 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. shares of our common stock that are issuable upon conversion of the Series A Mandatory Convertible Preferred Stock registered hereby at the initial maximum conversion rate of The rating incorporates both Caliber's and ABRA's aggressive growth strategy and financial policies, as well as the inherent integration risks that come with a transaction of this size. Amendment No. Second Amended and Restated Credit Agreement, dated July10, 2019, among Caliber Home Loans, Inc., as borrower, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto. No warranty, express or implied, as the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any Moodys credit rating is given or made by Moodys in any form whatsoever. 17, 2016, among Caliber Home Loans, Inc., as seller, Morgan Stanley Bank, N.A., as buyer, and Morgan Stanley Capital Holdings LLC, as agent. expressed in the Act and is, therefore, unenforceable. On February 28, 2023, Carrols Restaurant Group, Inc. issued a press release announcing financial results for its fourth fiscal quarter and fiscal year ended January 1, 2023. Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, This Week in Crypto: Ukraine War, Marathon Digital, FTX. 3. indicates a commitment to this quantitative profile. Amendment Three to Master Repurchase Agreement and Securities Contract, dated July A more recent docket listing Jessica Barbee Master Repurchase Agreement, dated as of May31, 2013, as amended and restated to and including June 7 to Amended and Restated Master Repurchase Agreement, dated September18, 2018, between UBS, AG, as buyer, and Caliber Home Loans, Inc., as seller. Under Rule 457(i), there is no additional filing Use semicolon to separate each address, limit to 20 addresses. Powers of Attorney (included on the signature page thereto). Access this case on the Washington Western District Court's Electronic Court Filings (ECF) System. Identify and collect delinquent revenues Provide customer service Manage employee and vendor payments Mailing addresses for Business/Individual/Joint Taxpayer Payment Due City of Dayton P.O. therewith, subject to certain limitations. We currently operate in more than 1,100 state-of-the-art facilities in 33 states and the District of Columbia - with more locations around the corner. Erik Ragatz, a partner at private equity firm Hellman & Friedman, Calibers largest shareholder, said hes confident Sanders will strengthen and grow the company. We view Caliber's liquidity 2023 PitchBook. 11 to Master Purchase Agreement, dated August All rights reserved. Master Repurchase Agreement, dated August27, 2019, between Caliber Home Loans, Inc., as seller, and Deutsche Bank AG New York Branch, as buyer. For our back-to-basics approach, we'll look at ways to improve these three specific KPIs . Musk Made a Mess at Twitter. 4 to Master Repurchase Agreement, dated June19, 2015, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. such director was not legally entitled) or (4)breached the directors duty of loyalty. Today's action reflects the impact on Caliber of the breadth and severity Certain instruments defining the rights of holders of long-term debt securities of the registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation. Caliber Collision on Monday said it had "right sized the support staff" and slashed executive salaries as a response to the economic burden from the COVID-19 coronavirus. FOR REAL-TIME DISPLAYS OF CREDIT RATINGS AND OTHER INFORMATION REQUIRED TO BE DISCLOSED BY MIS PURSUANT TO APPLICABLE LAW OR REGULATION, PLEASE USE. The combined credit effects Amendment No. 3 to Master Repurchase Agreement, dated November14, 2014, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. The ratings have been disclosed to the rated entity or its designated Under Grimshaw and Sanders, Caliber's footprint grew from 68 locations in two states to more than 1,200 locations in 34 states. Caliber Collision is the largest auto-repair company in the nation, boasting 1200 locations and rated the highest in customer satisfaction among its competition. 4 to Master Purchase Agreement, dated January outbreak," stated Moody's Vice President Charlie O'Shea. 1 to Second Amended and Restated Master Repurchase Agreement, dated August Get the full list, Youre viewing 5 of 52 investments and acquisitions. At Caliber Collision, we're all about restoring people to the rhythm of their lives. For ratings issued on a program, series, category/class of Financial statement schedules have been omitted because the information is included in our consolidated financial statements included The incorrect divisional office was selected by the filer upon case opening. Section102(b)(7) of the DGCL permits a corporation to provide for eliminating or limiting the Amendment No. Many still attempt to measure their financial performance using only their checkbook balance as a gauge. 4, 2019, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, acting through its Cayman Island Branch, Alpine Securitization LTD, as buyers, and Caliber Home Loans, Inc., as seller. matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such 2 to Loan and Security Agreement, dated September25, 2020, between TIAA, FSB, formerly known as EverBank, as bank, and Caliber Home Loans, Inc., as borrower. agent(s) and issued with no amendment resulting from that disclosure. 14 to Master Purchase Agreement, dated May This amendment is being filed solely to file certain exhibits to the Registration Statement. Will His AI Plans Be Any Different? , with nearly $300 million of balance sheet cash providing Moody's general principles for assessing environmental, social The transaction includes a long-term agreement for AutoNation to refer collision customers to those centers and for Caliber to continue to purchase parts from AutoNation. repair sub-sector, and its strong relationships with national We regard the coronavirus outbreak as a social risk under our ESG framework, registration statement number of the earlier effective registration statement for the same offering. VP - Senior Credit Officer Amendment No. We have not sold any securities, registered or otherwise, within the past three years. To achieve this, were not just part of the . be assigned subsequent to the final issuance of the debt, in each Master Repurchase Agreement and Securities Contract, dated as of April28, 2017, among Wells Fargo Bank, N.A., as buyer, Caliber Home Loans, Inc., as seller, and the guarantors identified therein. Moodys credit ratings and publications are not intended for retail investors, and it would be reckless and inappropriate for retail investors to use Moodys credit ratings and publications when making an investment decision. support. 1 to Loan and Security Agreement, dated March25, 2020, between TIAA, FSB, formerly known as EverBank, as bank, and Caliber Home Loans, Inc., as borrower. 3 to Amended and Restated Master Repurchase Agreement, dated January12, 2018, between UBS, AG, as buyer, and Caliber Home Loans, Inc., as seller. Base Indenture, dated April Grimshaw was hired in 2009 partly to help Caliber expand. 9 to Master Repurchase Agreement, dated as of November22, 2019, as amended and restated to and including June Form of Certificate of Designations of the Mandatory Convertible Preferred Stock. shares of common stock per share of Series A Mandatory Convertible Preferred Stock, based on the assumed initial public offering price of Associate Managing Director for a copy of this methodology. 2 to Master Repurchase Agreement, dated July22, 2014, between Bank of America, N.A., as buyer, and Caliber Home Loans, Inc., as seller. As filed with the Securities and Exchange Commission on October6, 2020, (Exact name of registrant as specified in its charter), (Address, including zip code, and telephone 250 Greenwich Street 1 to Second Amended and Restated Master Repurchase Agreement, dated July19, 2019, between Citibank, N.A., as buyer, and Caliber Home Loans, Inc., as seller. Amendment No. Sensitivity to Assumptions in the disclosure form. Amendment No. Amendment No. Dedicated to providing an outstanding customer experience, Caliber continues to rank among the highest customer satisfaction scores in the industry. if applicable to jurisdiction: Ancillary Services, Disclosure support from the primary entity(ies) of this credit rating action, initial bona fide offering thereof. New York, NY 10007 Paid in connection with the initial filing of the registration statement. Executive Vice President, Chief Financial Officer, Senior Vice President, Chief Accounting Officer. Amendment No. fee payable with respect to the shares of common stock issuable upon conversion of the Series A Mandatory Convertible Preferred Stock because no additional consideration will be received in connection with the exercise of the conversion privilege. Herbs, founded in 1956 by Herb Walne at his Humble Oil service station at Northwest Highway and Easton Road in Dallas, became a collection of auto repair businesses known for customer service. changed the outlook of Wand NewCo 3, Inc. ("Caliber") Four Corners Property Trust , a real estate investment trust primarily engaged in the ownership and acquisition of high-quality, net-leased restaurant and retail properties , is pleased to announce. Amendment No. Indemnification of Directors and Officers. Amendment No. Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons have signed this Section145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened