CUSIP No. 366505105
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Explanatory Note
This Amendment No. 5 amends the statement on Schedule 13D filed with the Securities and Exchange Commission by Keyframe Fund I,
L.P., Keyframe Fund II, L.P., Keyframe Fund III, L.P., Keyframe Fund IV, L.P., Keyframe Capital Advisors, L.L.C., Keyframe Capital Partners, L.P., Keyframe Capital Partners GP, L.L.C. and Mr. John R. Rapaport (collectively, the
“Reporting Persons”) on October 29, 2020 (as amended, the “Schedule 13D”) with respect to shares of common stock, $0.001 par value per share (the “Shares”) of Garrett Motion Inc. (the “Company”).
Capitalized terms used but not otherwise defined herein have the meanings set forth in the Schedule 13D.
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Item 4.
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Purpose of Transaction
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On January 22, 2021, the Company and the other Debtors (as defined therein) entered into the Equity Backstop Commitment Agreement (the
“Equity Backstop Commitment Agreement”) with the Equity Backstop Parties (as defined therein), setting forth the terms by which the Equity Backstop Parties committed to participate in a rights offering to provide capital to the Debtors in
connection with the Debtors’ plan of reorganization. The Equity Backstop Commitment Agreement supplements the Plan Support Agreement, entered into by the Company, the other Debtors, the Equity Backstop Parties, Honeywell and the Consenting
Noteholders on January 11, 2021. The Equity Backstop Commitment Agreement is filed as Exhibit 99.1 hereto and incorporated by reference.
The Shareholder Parties by themselves or with the Equity Commitment Parties, Honeywell and the Consenting Noteholders (to the extent they own
Shares) may be deemed to constitute a group for purposes of Rule 13d-3 under the 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 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. 5, 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 57.6% of the 75,788,279 outstanding Shares, as reported in the Company’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 2, 2020.
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Item 7.
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Materials to be Filed as Exhibits
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The following documents are filed as exhibits to this statement:
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Exhibit 99.1
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Equity Backstop Commitment Agreement, dated January 22, 2021, by and among the parties identified therein (incorporated by reference to Exhibit 10.1 to Form 8-K filed by Garrett Motion
Inc. on January 25, 2021).
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