Item 1.01
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Entry into a Material Definitive Agreement.
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As previously reported, on September 20, 2020 (the “Petition Date”), Garrett Motion Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ Chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered under the caption “In re Garrett Motion Inc., 20-12212.”
Second Amended and Restated Plan Support Agreement
Also as previously announced, on January 11, 2021, the Company entered into a Plan Support Agreement (the “Plan Support Agreement”) with affiliated funds of Centerbridge Partners, L.P. (“Centerbridge”), affiliated funds of Oaktree Capital Management, L.P. (“Oaktree”), Honeywell International Inc. (“Honeywell”) and certain other investors and parties (the “Additional Investors” and, together with Centerbridge, Oaktree and Honeywell, the “CO Group”) regarding restructuring transactions (the “Restructuring Transactions”) pursuant to a Chapter 11 plan of reorganization on the terms and conditions set forth in the Plan Support Agreement. On February 15, 2021, the Debtors and the CO Group made certain amendments to the Plan Support Agreement, as described in the Company’s Current Report on Form 8-K on February 16, 2021.
On March 9, 2021, the Debtors and the CO Group agreed to further amend and restate the Plan Support Agreement (as so amended and restated, the “A&R Plan Support Agreement”) to include, among other things:
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Committed direct equity investments by certain members of the CO Group in the amount of $668.8 million in the aggregate in cash; and
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A rights offering of the reorganized Company’s convertible Series A preferred stock (the “Series A Preferred Stock”) for a maximum aggregate value of $632 million (the “Rights Offering Amount”) to existing holders of the Company’s common stock (the “Rights Offering”), backstopped by certain of the Additional Investors (the “Equity Backstop Parties”) on a fully committed basis and subject to a backstop allocation and a subscription waterfall.
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The Debtors’ entry into and performance and obligations under the A&R Plan Support Agreement are subject to approval by the Bankruptcy Court and other customary closing conditions.
The foregoing description of the A&R Plan Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Plan Support Agreement, which is furnished as Exhibit 10.1 hereto and incorporated herein by reference.
Replacement Equity Backstop Commitment Agreement
As previously disclosed, in connection with the Plan Support Agreement, on January 22, 2021, the Debtors entered into an Equity Backstop Commitment Agreement (the “Original Equity Backstop Commitment Agreement”) with Oaktree, Centerbridge, and certain of the Additional Investors, as described in the Company’s Current Report on Form 8-K on January 25, 2021.
In the A&R Plan Support Agreement, the parties to the Original Equity Backstop Commitment Agreement agreed to terminate that agreement. Simultaneously, the Debtors and the Equity Backstop Parties entered into a replacement equity backstop commitment agreement (the “Replacement Equity Backstop Commitment Agreement”) to provide for, among other things:
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a backstop commitment allocation granting the Equity Backstop Parties subscription rights to purchase shares of Series A Preferred Stock equal to 8.441636227% of the Rights Offering Amount; and
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the several, and not joint, commitment of the Equity Backstop Parties to exercise their subscription rights in the Rights Offering and to purchase any unsubscribed Series A Preferred Stock from the Rights Offering.
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