Act) and the rules thereunder. The Other Shareholders have agreed to file separate statements of beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing its required information. The Reporting Persons assume no responsibility for the information contained in such Schedule 13D filed by the Other Shareholders.
Item 3.
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Source and Amount of Funds or Other Consideration.
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On April 30, 2021, the Plan of Reorganization (the Plan) under Chapter 11 of Title 11 of the United States Code of
Garrett Motion Inc., a Delaware corporation (the Company), became effective. Upon effectiveness of the Plan, all previously issued and outstanding common stock of the Company was cancelled in exchange for an equal number of shares
of the reorganized Companys common stock, $0.001 par value per share (the Common Stock). Pursuant to the terms of the Plan and the Replacement Equity Backstop Commitment Agreement dated March 9, 2021, the Company also
issued 247,771,426 shares of Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the Series A Preferred Stock). Each share of Series A Preferred Stock is convertible into one share of Common Stock pursuant
to the terms of the Certificate of Designations of Series A Cumulative Convertible Preferred Stock (the Series A Certificate of Designations). Centerbridge Credit Partners Master, L.P. acquired 584,237 shares of Common Stock and
19,621,696 shares of Series A Preferred Stock. Centerbridge Special Credit Partners III-Flex, L.P. acquired 2,805,763 shares of Common Stock and 48,985,486 shares of Series A Preferred Stock.
Item 4.
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Purpose of Transaction
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The Reporting Persons acquired the Common Stock and Series A Preferred Stock for investment purposes and as part of the Plan.
On April 30, 2021, the Company entered into a Series A Investor Rights Agreement (the Investor Rights Agreement) with
the Centerbridge Investors, the Oaktree Investors and the Additional Investors (each as defined therein, and the Oaktree Investors and the Additional Investors together, the Other Shareholders), setting forth the terms by which
the Company agreed to provide certain rights in connection with the issuance of shares of its Series A Preferred Stock pursuant to the Plan. Pursuant to the Investor Rights Agreement, the Centerbridge Investors have the right to designate three
Investor Director Designees (as defined therein) to be nominated for election to the board of directors of the Company (the Board) at each stockholder meeting of the Company, subject to reduction if the Centerbridge
Investors beneficial ownership stake in the company decreases. In April 2021, the Centerbridge Investors designated Steven Silver, Julia Steyn and Robert Shanks as the initial Investor Director Designees of the Centerbridge Investors, with
Robert Shanks designated as the Additional Director. The Investor Rights Agreement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
On the same day, the Company entered into a Registration Rights Agreement (the Registration Rights Agreement) with the
Centerbridge Investors, the Oaktree Investors, and the Additional Investors (each as defined therein), setting forth the terms by which the Company agreed to provide certain registration rights with respect to its securities pursuant to its plan of
reorganization. The Registration Rights Agreement is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
The
arrangements contemplated by the Investor Rights Agreement and Registration Rights Agreement are not intended to constitute the formation of a group (as defined in Section 13(d)(3) of the Exchange Act).
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the
transactions described in Item 4 of this Schedule 13D. Each of the Reporting Persons intends to review its investment in the Company on a continuing basis and, depending upon the price of and other market conditions relating to the Common Stock and
Series A Preferred Stock, developments affecting the Company and other factors deemed relevant, may increase or decrease the size of its investment in the Company, exercise its right to convert its shares of Series A Preferred Stock to shares of
Common Stock, or take one or more other actions that relate to or would result in any matter referred to in Item 4 of this Schedule 13D, alone or with others. Each of the Reporting Persons reserves the right to take such actions as it deems
appropriate, in its discretion.