Item 1. Security and Issuer.
This statement of beneficial ownership on Schedule 13D relates to the shares of common stock, $0.001 par value per share (the “Shares”), of
Garrett Motion Inc., a Delaware corporation (the “Company”). According to the Company, the address of its principal executive office is La Pièce 16, Rolle, Switzerland 1180.
Item 2. Identity and Background.
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(a)
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This statement is filed by Honeywell International Inc. (the “Reporting Person”).
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(b)
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The address of the Reporting Person is Honeywell International Inc., 300 South Tryon Street, Charlotte, North
Carolina 28202.
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(c)
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The Reporting Person is a diversified technology and manufacturing company.
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(d)
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During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors).
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(e)
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During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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(f)
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The Reporting Person is a Delaware corporation.
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Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person invested a total of approximately $1,642,992 to purchase 467,200 Shares. The Reporting Person used cash on hand to fund such purchases. No
borrowed funds were used to purchase the Shares.
Item 4. Purpose of Transaction.
On September 20, 2020, the Company announced that it had commenced reorganization proceedings under Chapter 11 of the United States Bankruptcy Code. Based
on filings made by the Company with the Securities and Exchange Commission, the Company also entered into a restructuring support agreement with certain of the Company’s lenders and a stalking horse purchase agreement with a private equity firm
in connection with its Chapter 11 filing.
On October 20, 2020, the Reporting Person, Oaktree Capital Management, L.P. (“Oaktree”),
Centerbridge Partners, L.P., (“Centerbridge”) and certain other Company shareholders (the “Shareholder Parties” and, together with Oaktree and Centerbridge, the “Equity Commitment Parties”) entered into the Amended and
Restated Coordination Agreement (including the term sheet attached thereto, the “A&R Coordination Agreement”) in anticipation of submitting an alternative proposal for a plan of reorganization (the “Proposed Plan”) to the
Company.
Thereafter, the Reporting Person purchased the Shares reported herein in open-market transactions for investment purposes and to demonstrate
alignment with the Company’s other shareholders. The Reporting Person intends (but does not commit) to purchase from time to time in open-market transactions (and subject to market prices) additional Shares up to but not exceeding 4.75% of the
Company’s outstanding Shares.
The restructuring transactions contemplated by the A&R Coordination Agreement provide for the treatment of claims
against the Company and its subsidiaries, including the termination of the Reporting Person’s Indemnification and Reimbursement Agreement and Tax Matters Agreement with the Company in exchange for an initial cash payment of $275.0 million
and new series B preferred stock in the reorganized Company providing for payment of $1.175 billion to be paid over a twelve-year period ending December 31, 2034. Under the A&R Coordination Agreement, the Equity Commitment Parties
agreed to commit to purchase, $1,050.0 million of new shares of convertible series A preferred stock of the reorganized Company. The A&R Coordination Agreement also provides for a rights offering in which all holders of shares of Common
Stock will receive subscription rights to purchase additional shares of convertible series A preferred stock at a purchase price of up to $100.0 million in the aggregate in cash pursuant to the terms and conditions therein. Under the A&R
Coordination Agreement, among other things, the Shareholder Parties agreed not to dispose of any ownership, including any beneficial ownership in any interests in the Debtors (as defined therein) unless the A&R Coordination Agreement with
respect to the Shareholder Parties is terminated with respect to the Shareholder Parties and such termination is disclosed in an amendment to their respective Schedule 13Ds.