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Item 1.
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Security and Issuer.
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This Amendment No. 3 amends the Schedule 13D filed on October 5, 2020 and amended by Amendment No. 1 to Schedule 13D filed on October 16,
2020 and Amendment No. 2 to Schedule 13D filed on October 20, 2020 (as amended, the “Schedule 13D”). The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the
“Common Stock”), of Garrett Motion Inc., a Delaware corporation (the “Company”), which has its principal executive office at La Pièce 16 Rolle, Switzerland. Unless specifically amended hereby, the disclosures
set forth in the Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Schedule 13D filed on October 5, 2020.
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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended to include the following:
Centerbridge Partners, L.P., Oaktree Capital Management, L.P. (“Oaktree” and, together with Centerbridge Partners, L.P., the
“Plan Sponsors”), Attestor Value Master Fund LP, The Baupost Group, L.L.C., Cyrus Capital Partners, L.P., FIN Capital Partners LP, Hawk Ridge Capital Management LP, IngleSea Capital, Keyframe Capital Partners, L.P., Newtyn
Management, LLC, Sessa Capital (Master), L.P. and Whitebox Multi-Strategy Partners, L.P. (collectively, the “Additional Investors”), AllianceBernstein L.P., Benefit Street Partners LLC, Diameter Capital Partners LP, KSAC Europe
Investments S.á.r.l., Lord, Abbett & Co LLC, P. Schoenfeld Asset Management LP, Robeco Institutional Asset Management B.V., (collectively, the “Initial Consenting Noteholders”) and Honeywell International Inc.
(“Honeywell”) have entered into a Second Amended and Restated Coordination Agreement (including the term sheet attached thereto, the “Second Amended Coordination Agreement”) in anticipation of submitting an
alternative proposal for a plan of reorganization (the “Plan”) to the Debtors (as defined in the Second Amended Coordination Agreement).
Under the Second Amended Coordination Agreement, (i) the Plan Sponsors have agreed to offer to provide a new money debtor-in-possession term loan facility in a principal amount of up to $200 million (the “DIP Facility”), on terms set forth in a new credit agreement
and (ii) the reorganized Company shall issue shares of Convertible Series A Preferred Stock (the “Convertible Series A Preferred Stock”) at a purchase price of up to approximately $1.15 billion in the aggregate.
The Plan contemplates, among other things:
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payment in full in cash of the Debtors’ debtor in possession financing that remains outstanding;
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the payment in full in cash of all outstanding principal and accrued interest under the Debtors’ senior
secured credit facility at the contractual non-default rate to the Effective Date;
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the payment in full in cash of all outstanding principal and accrued and unpaid interest under the Debtors’
5.125% senior notes due 2026 (the “Senior Notes”) at the contractual non-default rate to the Effective Date plus $15,000,000 on account of claims arising under, derived from, or based on the
Applicable Premium (as defined in the indenture for the Senior Notes);
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in full and final satisfaction and in exchange for each claim of Honeywell arising under that certain
Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc., and Honeywell and that certain Indemnification Guarantee Agreement, dated as of September 27, 2018, by and
among Honeywell ASASCO 2 Inc., as payee, Garrett ASASCO Inc., as payor, and certain subsidiary guarantors as defined therein (collectively, the “Indemnification Agreements”) and that certain Tax Matters Agreement by and among
Garrett, Honeywell, Honeywell ASASCO Inc., and Honeywell ASASCO 2 Inc. (the “Tax Matters Agreement”), Honeywell shall receive: (a) an initial payment of $275 million in cash on the Effective Date (the “Initial
Payment”); and (b) new series B preferred stock of the reorganized Company, which shall provide for $1.175 billion in total payments to Honeywell through December 31, 2034, unless repaid earlier on the terms and conditions
set forth in the term sheet;
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(a) the payment in full in cash of all allowed general unsecured claims against the Debtors, (b) the
reinstatement of such claims, or (c) such other treatment rendering such claims unimpaired; and
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the reinstatement of the Common Stock.
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