CUSIP No.
366505105
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SCHEDULE 13D
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Page 2 of 11
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CUSIP No.
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366505105
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1.
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NAME OF REPORTING PERSON
Whitebox Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
750,000
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
750,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
750,000
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.0%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP No.
366505105
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SCHEDULE 13D
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Page 3 of 11
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CUSIP No.
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366505105
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1.
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NAME OF REPORTING PERSON
Whitebox General Partner LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
750,000
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
750,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
750,000
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.0%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No.
366505105
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SCHEDULE 13D
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Page 4 of 11
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CUSIP No.
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366505105
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1.
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NAME OF REPORTING PERSON
Whitebox Multi-Strategy Partners, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
750,000
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
750,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
750,000
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.0%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No.
366505105
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SCHEDULE 13D
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Page 5 of 11
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Item 1. Security
and Issuer.
This Schedule 13D
(this “Schedule 13D”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”) of Garrett
Motion Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is
La Pièce 16, Rolle, Switzerland, 1180.
Item 2. Identity and Background
(a), (f) This Schedule 13D is being filed jointly
by (i) Whitebox Advisors LLC, a Delaware limited liability company (“WA”), (ii) Whitebox General Partner LLC, a Delaware
limited liability company (“WB GP”), (iii) Whitebox Multi-Strategy Partners, LP, a Cayman Islands exempted limited
partnership ("WMP"), and (iv) the Executive Officers and Board of Managers of WA and the members of the Board of WB GP,
the names and citizenship of which are set forth in Exhibit 2 and Exhibit 3, respectively (each, a “Reporting Person”
and collectively, the “Reporting Persons”).
(b) The principal business address for each
of WA and WB GP is 3033 Excelsior Boulevard, Suite 500, Minneapolis, Minnesota 55416.
The principal business address for WMP is c/o
Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108 Cayman Islands.
The principal business addresses of the Executive
Officers and Board of Managers of WA and the members of the Board of WB GP, are set forth in Exhibit 2 and Exhibit 3, respectively.
(c) WA manages and advises private investment
funds, including WMP.
WB GP serves as general partner of private
investment funds, including WMP.
(d) None of the Reporting Persons have, during
the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during
the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding 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.
CUSIP No.
366505105
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SCHEDULE 13D
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Page 6 of 11
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Item 3. Source
and Amount of Funds or Other Consideration.
The source of funding
for the purchase of the Common Stock held by the Reporting Person was the general working capital of WMP.
Item 4. Purpose
of Transaction.
Item 4 is hereby amended
and supplemented as follows:
On November 2, 2020,
the Equity Commitment Parties entered into the Second Amended and Restated Coordination Agreement (including the term sheet attached
thereto, the “Second A&R Coordination Agreement”), by and among the Equity Commitment Parties, Honeywell and the
Consenting Noteholders (as defined therein), in anticipation of submitting an alternative proposal for a plan of reorganization
(the “Proposed Plan”) to the Issuer. The Second A&R Coordination Agreement amended and restated the A&R Coordination
Agreement, entered into by the Equity Commitment Parties and Honeywell on October 20, 2020, to provide that the Consenting Noteholders
will receive payment in full in cash of (1) all outstanding principal and accrued and unpaid interest under the 5.125% senior secured
notes (the “Senior Notes”) at the contractual non-default rate plus (2) $15 million on account of claims arising under,
derived from, or based on the applicable premium (as defined in the relevant indenture). The Proposed Plan has not been approved
by the Issuer and is subject to milestones and conditions that may not occur or be satisfied. As such, there is no assurance that
the Proposed Plan will be completed on the terms set forth in the Second A&R Coordination Agreement, or at all. The foregoing
description of the Second A&R Coordination Agreement is qualified in its entirety by the terms and conditions of the Second
A&R Coordination Agreement, which is filed as Exhibit 6 hereto.
The Shareholder Parties
by themselves or with the Equity Commitment Parties, Honeywell and the Consenting Noteholders (to the extent they own Common Stock)
may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. This filing should not be construed to be
an admission that any of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) of the Exchange
Act.
The Reporting Persons
anticipate that the other Equity Commitment Parties, Honeywell and the Consenting Noteholders will file separate statements of
beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Exchange Act, and any amendments thereto, containing
their required information. The Reporting Persons assume no responsibility for the information contained in any filings by any
other person. The Reporting Persons expressly disclaim beneficial ownership of any securities beneficially owned or acquired by
any other person except to the extent of their pecuniary interest therein. As of the date of this Amendment No. 1, based on information
provided by the other Equity Commitment Parties, Honeywell and the Consenting Noteholders, the Reporting Persons believe that the
Equity Commitment Parties, Honeywell and the Consenting Noteholders beneficially own in the aggregate 54.2% of the 75,788,279 outstanding
Common Stock, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 2, 2020.
The Reporting Persons
intend to review their investment in the Issuer on a continuing basis and, depending upon the price of and other market conditions
relating to the Common Stock, developments affecting the Issuer and the Chapter 11 case and other factors deemed relevant, subject
to the terms of the Second A&R Coordination Agreement, the Reporting Persons may increase or decrease the size of their investment
in the Issuer, pursue changes in the composition of the Issuer’s Board of Directors or propose or take one or more other
actions that relate to or would result in any matter referred in items (a) through (j) of Item 4 of Schedule 13D, alone or with
others. The Reporting Persons reserve the right, subject to the terms of the Second A&R Coordination Agreement, to act independently
and without respect to the other Equity Commitment Parties, to change their plans or proposals at any time, and to take any action
as they deem appropriate, either alone or with others, in their sole discretion at any time, including with respect to any matter
set forth in items (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of
the Issuer
(a, b) The responses of each Reporting Person
to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Common Stock are
incorporated herein by reference.
The aggregate beneficial ownership percentage
of the Issuer’s outstanding Common Stock reported by each Reporting Person is based upon a total of 75,788,279 shares of
Common Stock outstanding as of October 26, 2020, as reported by the Issuer in its Form 10-Q filed on November 2, 2020.
CUSIP No.
366505105
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SCHEDULE 13D
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Page 7 of 11
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As of the date hereof, WA may be deemed to
be the beneficial owner of 750,000 shares of Common Stock, constituting 1.0% of the Issuer’s shares of Common Stock.
WA has the sole power to vote or direct the
vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 750,000 shares; has the sole power to dispose
or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 750,000 shares.
As of the date hereof, WB GP may be deemed
to be the beneficial owner of 750,000 shares of Common Stock, constituting 1.0% of the Issuer’s shares of Common Stock.
WB GP has the sole power to vote or direct
the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 750,000 shares; has the sole power to
dispose or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 750,000 shares.
As of the date hereof, WMP may be deemed to
be the beneficial owner of 750,000 shares of Common Stock, constituting 1.0% of the Issuer’s shares of Common Stock.
WMP has the sole power to vote or direct the
vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 750,000 shares; has the sole power to dispose
or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 750,000 shares.
(c) No transactions in the shares of Common
Stock by the Reporting Persons have been effected since the last Schedule 13D filed by the Reporting Persons.
(d) The shares of Common Stock are directly
owned by WMP and may be deemed to be beneficially owned by WA by virtue of its role as the investment manager of WMP and WB GP
by virtue of its role as the general partner of WMP.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
The information contained
in Item 4 of this Schedule 13D is incorporated herein by reference.
Joint Filing Agreement
Pursuant to Rule 13d-1(k) promulgated under
the Exchange Act, the Reporting Persons have entered into an agreement on November 4, 2020 with respect to the joint filing of
this Schedule 13D and any amendment or amendments thereto (the “Joint Filing Agreement”). The Joint Filing Agreement
is attached hereto as Exhibit 1 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 1:
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Joint Filing
Agreement, dated November 4, 2020, between Whitebox Advisors LLC and Whitebox General Partner LLC.
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Exhibit 2:
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Executive Officers and Board of Managers of Whitebox Advisors LLC
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Exhibit 3:
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Board Members of Whitebox General Partner LLC
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Exhibit 6:
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Second Amended and Restated Coordination Agreement, dated November 2, 2020, by and among the parties identified therein (incorporated by reference to Exhibit II to Oaktree Capital Management, L.P.’s Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on November 4, 2020).
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CUSIP No.
366505105
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SCHEDULE 13D
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Page 8 of 11
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 4, 2020
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Whitebox Advisors LLC
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By:
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/s/ Daniel Altabef
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Daniel Altabef
Whitebox Advisors LLC
General Counsel—Regulatory Affairs &
Compliance
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Whitebox General Partner LLC
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By:
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/s/ Daniel Altabef
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Daniel Altabef
Whitebox Advisors LLC
General Counsel—Regulatory Affairs &
Compliance
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Whitebox Multi-Strategy Partners, L.P.
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By:
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Whitebox General Partner LLC
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By:
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/s/ Daniel Altabef
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Whitebox Advisors LLC
General Counsel—Regulatory Affairs &
Compliance
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CUSIP No.
366505105
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SCHEDULE 13D
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Page 9 of 11
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D and any amendments thereto relating to shares of Common Stock, $0.001 par value per
share (the “Common Stock”), of Garrett Motion Inc., a company incorporated under the laws of Delaware. This Joint Filing
Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which
together shall constitute one and the same instrument.
In evidence thereof, each
of the undersigned, being duly authorized, hereby execute this Joint Filing Agreement.
Date: November 4, 2020
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Whitebox Advisors LLC
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By:
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/s/ Daniel Altabef
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Daniel Altabef
Whitebox Advisors LLC
General Counsel—Regulatory Affairs &
Compliance
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Whitebox General Partner LLC
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By:
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/s/ Daniel Altabef
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Daniel Altabef
Whitebox Advisors LLC
General Counsel—Regulatory Affairs &
Compliance
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Whitebox Multi-Strategy Partners, L.P.
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By:
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Whitebox General Partner LLC
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By:
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/s/ Daniel Altabef
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Whitebox Advisors LLC
General Counsel—Regulatory Affairs &
Compliance
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CUSIP No.
366505105
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SCHEDULE 13D
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Page 10 of 11
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Exhibit 2
EXECUTIVE OFFICERS AND BOARD OF MANAGERS
OF WHITEBOX ADVISORS LLC
The name, business address,
present principal employment and citizenship of each executive officer of Whitebox Advisors, LLC is set forth below.
Name
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Business Address
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Present Principal Employment
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Citizenship
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Robert Vogel
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Co-Chair of the Investment
Committee and Board member
Whitebox Advisors LLC
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USA
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Chris Hardy
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280 Park Ave
Suite 43W
New York, NY 10017
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Chief Compliance Officer
Whitebox Advisors LLC
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USA
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Brian Lofton
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Chief Risk Officer
Whitebox Advisors LLC
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USA
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Paul Twitchell
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Co-Chair of the Investment Committee
and Board member
Whitebox Advisors LLC
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USA
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Robert Riepe
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Chief Financial Officer
Whitebox Advisors LLC
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USA
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Jake Mercer
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3033 Excelsior Boulevard,
Suite 500
Minneapolis, MN 55416
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Partner, Head of Special Situations and Restructuring
and Board member
Whitebox Advisors LLC
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USA
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Paul Roos
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3033 Excelsior Boulevard,
Suite 500
Minneapolis, MN 55416
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Partner, Head of Structured Credit and Board member
Whitebox Advisors LLC
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USA
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Muqu Karim
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280 Park Ave
Suite 43W
New York, NY 10017
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Chief Operating Officer
Whitebox Advisors LLC
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USA
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CUSIP No.
366505105
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SCHEDULE 13D
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Page 11 of 11
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Exhibit 3
BOARD MEMBERS OF WHITEBOX GENERAL PARTNER
LLC
The name, business address,
present principal employment and citizenship of each executive officer of Whitebox Advisors LLC is set forth below.
Name
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Business Address
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Present Principal Employment
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Citizenship
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Robert Vogel
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Co-Chair of the Investment Committee
Whitebox Advisors LLC
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USA
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Paul Twitchell
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Co-Chair of the Investment Committee
Whitebox Advisors LLC
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USA
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Jake Mercer
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3033 Excelsior Boulevard,
Suite 500
Minneapolis, MN 55416
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Partner, Head of Special Situations and Restructuring
Whitebox Advisors LLC
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USA
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Paul Roos
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3033 Excelsior Boulevard,
Suite 500
Minneapolis, MN 55416
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Partner, Head of Structured Credit
Whitebox Advisors LLC
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USA
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