Filed pursuant to Rule 424(b)(3)
Registration No. 333-256659
PROSPECTUS SUPPLEMENT No. 3
(To Prospectus Dated June 23, 2022)
Garrett Motion Inc.
37,680,203 Shares of Common Stock
219,552,835 Shares of Series A Cumulative Convertible Preferred Stock
219,552,835 Shares of Common Stock Issuable Upon Conversion of Series A
Cumulative Convertible Preferred Stock
This prospectus supplement no. 3 supplements the prospectus dated June 23, 2022 (the “Prospectus”) filed pursuant to the Securities Act of 1933, as amended, by Garrett Motion Inc. Pursuant to the Prospectus, this prospectus supplement relates to the offer and sale by the selling security holders identified in the Prospectus of up to (i) 219,552,835 shares of our Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”), (ii) 37,680,203 shares of our common stock, par value $0.001 per share (the “Common Stock” and together with the Series A Preferred Stock, the “Securities”) and (iii) 219,552,835 shares of our Common Stock issuable upon conversion of the Series A Preferred Stock.
This prospectus supplement incorporates into the Prospectus the information contained in our attached:
| · | Current Report on Form 8-K, which was filed with the Securities and Exchange Commission (“SEC”) on September 8, 2022. |
You should read this prospectus supplement in conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus.
Our Common Stock is quoted on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “GTX.” Our Series A Preferred Stock is quoted on the Nasdaq under the symbol “GTXAP”.
Investing in our Securities involves risks. Please see “Risk Factors” beginning on page 4 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 8, 2022.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2022
GARRETT MOTION INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 1-38636 | 82-4873189 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
La Pièce 16 Rolle, Switzerland |
1180 |
| (Address of Principal Executive Offices) | (Zip Code) |
+41 21 695 30 00
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.001 par value per share | GTX | The Nasdaq Stock Market LLC | ||
| Series A Cumulative Convertible Preferred Stock, par value $0.001 per share | GTXAP | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On September 8, 2022, the Disinterested Directors Committee of the Board of Directors of Garrett Motion Inc. (the “Company”) declared the payment of a cash dividend of $0.17 per share on the Company’s Series A Cumulative Convertible Preferred Stock, par value $0.001 per share. The dividend will be paid on October 3, 2022 to shareholders of record as of the close of business on September 23, 2022.
A copy of the Company’s press release announcing the dividend payment is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description | |
| 99.1 | Press Release of Garrett Motion Inc., dated September 8, 2022 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GARRETT MOTION INC. | |||
Date: September 8, 2022 |
By: | /s/ Jerome Maironi | |
| Name: | Jerome Maironi | ||
| Title: | Senior Vice President, General Counsel and Corporate Secretary |
| |
Garrett Motion Declares Cash Dividend on Series A Preferred Stock
ROLLE, Switzerland, September 8, 2022 – Garrett Motion Inc. (Nasdaq: GTX, GTXAP), a leading differentiated automotive technology provider, today announced that the third quarter dividend for the Series A 11% PIK Preferred Stock will be made in cash and is in lieu of allowing the third quarter dividend to accrete. On September 8, 2022, the Disinterested Directors Committee of the Board of Directors of Garrett declared a quarterly cash dividend of $0.17 per share, which will be paid on October 3, 2022 to holders of record as of the close of business on September 23, 2022.
“Consistently generating cash even in a volatile market, has allowed Garrett to significantly deleverage as we continue to make progress toward a full capital structure normalization,” said Olivier Rabiller, Garrett President and CEO. “Now that we have fully repaid the Series B preferred stock, we are going to use cash generated by the business to pay the third quarter Series A dividend and reduce the impact of compounding interest, as well as future dilution at conversion.”
About Garrett Motion Inc.
Garrett Motion is a differentiated technology leader, serving customers worldwide for more than 65 years with passenger vehicle, commercial vehicle, aftermarket replacement and performance enhancement solutions. Garrett’s cutting-edge technology enables vehicles to become cleaner, more efficient and connected. Our portfolio of turbocharging, electric boosting and automotive software solutions empowers the transportation industry to redefine and further advance motion. For more information, please visit www.garrettmotion.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of fact, that address activities, events or developments that we or our management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements including, without limitation, our statements regarding our capital structure. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of Garrett to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to those described in our annual report on Form 10-K for the year ended December 31, 2021 and our quarterly reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, as well as our other filings with the Securities and Exchange Commission, under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by our forward-looking statements.
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| Contacts: | ||
Media |
Investor Relations | |
Christophe Mathy |
Paul Blalock | |
| +41 786 43 71 94 | +1 862 812-5013 | |
| christophe.mathy@garrettmotion.com | paul.blalock@garrettmotion.com |