Item 1.
|
Security and Issuer.
|
This Amendment No. 5 amends the Schedule 13D filed on October 5, 2020 and amended by Amendment No. 1 to Schedule 13D filed on
October 16, 2020, Amendment No. 2 to Schedule 13D filed on October 20, 2020, Amendment No. 3 to Schedule 13D filed on November 4, 2020 and Amendment No. 4 to the Schedule 13D filed on November 17, 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.
Item 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is hereby amended to include the following:
Oaktree Capital Management, L.P., Centerbridge Partners, L.P. (Centerbridge and, together with Oaktree Capital Management,
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 Third Amended and Restated Coordination Agreement (including the term sheet attached thereto, the Third Amended Coordination Agreement) in anticipation of submitting an
alternative proposal for a plan of reorganization (the Plan) to the Debtors (as defined in the Third Amended Coordination Agreement).
The Third Amended and Restated Coordination Agreement incorporates the following changes, among others:
|
|
|
the dividend rate on the Series A Preferred Stock shall be reduced from 12% to 11%;
|
|
|
|
The Company will have the ability to pay the dividend in cash or in kind at the election of a majority of
disinterested members of the Companys board of directors provided that dividends shall automatically pay in kind during any period in which the reorganized Debtors adjusted EBITDA on a consolidated basis for the twelve months
immediately preceding the declaration of the dividend falls below $425 million;
|
|
|
|
any dividends paid in kind will not be convertible into common stock and will instead be paid in cash in
connection with any conversion or redemption of the Series A Preferred Stock;
|
|
|
|
the Series A Preferred Stock will automatically convert into common stock on the first date on or after the date
that is two years from the effective date on which:
|
|
|
|
$100 million or less of amortization payments remain outstanding on the Series B Preferred Stock;
|
|
|
|
the common stock has a 75-day volume weighted average price per share
that is greater than or equal to 150% of the conversion price; and
|
|
|
|
the reorganized Debtors adjusted EBITDA on a consolidated basis for the prior twelve months equals or
exceeds $600 million for two consecutive quarters.
|
|
|
|
the Series A Preferred Stock shall be redeemable following the sixth anniversary of the effective date at par
plus accrued and unpaid dividends; and
|