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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* |
| Garrett Motion Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value per share |
| (Title of Class of Securities) |
| 366505105 |
| (CUSIP Number) |
|
Daniel Altabef Whitebox Advisors LLC 3033 Excelsior Boulevard Suite 500 Minneapolis, MN 55416 (612) 253-6001 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
| December 21, 2020 |
| (Date of Event which Requires Filing of this Statement) |
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o |
| *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). |
| CUSIP No. 366505105 |
SCHEDULE 13D | Page 2 of 11 |
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366505105 | |||
| 1. |
NAME OF REPORTING PERSON
Whitebox Advisors LLC | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o | |||
| 3. |
SEC USE ONLY
| |||
| 4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
o | |||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 | ||
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8.
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SHARED VOTING POWER
750,000 | |||
|
9.
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SOLE DISPOSITIVE POWER
0 | |||
|
10.
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SHARED DISPOSITIVE POWER
750,000 | |||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000 | |||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o | |||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% | |||
| 14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||
| CUSIP No. 366505105 |
SCHEDULE 13D | Page 3 of 11 |
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CUSIP No.
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366505105 | |||
| 1. |
NAME OF REPORTING PERSON
Whitebox General Partner LLC | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o | |||
| 3. |
SEC USE ONLY
| |||
| 4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
o | |||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 | ||
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8.
|
SHARED VOTING POWER
750,000 | |||
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9.
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SOLE DISPOSITIVE POWER
0 | |||
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10.
|
SHARED DISPOSITIVE POWER
750,000 | |||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000 | |||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o | |||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% | |||
| 14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||
| CUSIP No. 366505105 |
SCHEDULE 13D | Page 4 of 11 |
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CUSIP No.
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366505105 | |||
| 1. |
NAME OF REPORTING PERSON
Whitebox Multi-Strategy Partners, L.P. | |||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o | |||
| 3. |
SEC USE ONLY
| |||
| 4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
o | |||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
0 | ||
|
8.
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SHARED VOTING POWER
750,000 | |||
|
9.
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SOLE DISPOSITIVE POWER
0 | |||
|
10.
|
SHARED DISPOSITIVE POWER
750,000 | |||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000 | |||
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o | |||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% | |||
| 14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||
| CUSIP No. 366505105 |
SCHEDULE 13D | Page 5 of 11 |
Item 1. Security and Issuer.
This Schedule 13D (this “Schedule 13D”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”) of Garrett Motion Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is La Pièce 16, Rolle, Switzerland, 1180.
Item 2. Identity and Background
(a), (f) This Schedule 13D is being filed jointly by (i) Whitebox Advisors LLC, a Delaware limited liability company (“WA”), (ii) Whitebox General Partner LLC, a Delaware limited liability company (“WB GP”), (iii) Whitebox Multi-Strategy Partners, LP, a Cayman Islands exempted limited partnership ("WMP"), and (iv) the Executive Officers and Board of Managers of WA and the members of the Board of WB GP, the names and citizenship of which are set forth in Exhibit 2 and Exhibit 3, respectively (each, a “Reporting Person” and collectively, the “Reporting Persons”).
(b) The principal business address for each of WA and WB GP is 3033 Excelsior Boulevard, Suite 500, Minneapolis, Minnesota 55416.
The principal business address for WMP is c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108 Cayman Islands.
The principal business addresses of the Executive Officers and Board of Managers of WA and the members of the Board of WB GP, are set forth in Exhibit 2 and Exhibit 3, respectively.
(c) WA manages and advises private investment funds, including WMP.
WB GP serves as general partner of private investment funds, including WMP.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funding for the purchase of the Common Stock held by the Reporting Person was the general working capital of WMP.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On December 21, 2020, counsel representing the Equity Commitment Parties and Honeywell sent a letter (the “December 21 Letter”) to the Issuer’s counsel regarding potential modifications to the Proposed Plan contemplated by the Second A&R Coordination Agreement. The foregoing description of the December 21 Letter is qualified in its entirety by reference to the December 21 Letter, which is filed as Exhibit 8 hereto and incorporated herein by reference.
On December 22, 2020, the Equity Commitment Parties entered into the Third Amended and Restated Coordination Agreement (including the term sheet attached thereto, the “Third A&R Coordination Agreement”), by and among the Equity Commitment Parties, Honeywell and the Consenting Noteholders (as defined therein), in anticipation of submitting an alternative proposal for a plan of reorganization to the Issuer. The Third A&R Coordination Agreement amended and restated the Second A&R Coordination Agreement, entered into by the Equity Commitment Parties, Honeywell and the Consenting Noteholders on November 2, 2020, to (1) incorporate certain economic changes to the Proposed Plan and (2) extend the milestones for filing a plan and consummating the Proposed Plan. The foregoing description of the Third A&R Coordination Agreement is qualified in its entirety by the terms and conditions of the Third A&R Coordination Agreement which is filed as Exhibit 9 hereto and incorporated herein by reference.
| CUSIP No. 366505105 |
SCHEDULE 13D | Page 6 of 11 |
The Proposed Plan and any potential modifications thereto have not been approved by the Issuer and are subject to milestones and conditions that may not occur or be satisfied. As such, there is no assurance that the Proposed Plan will be completed on the terms set forth in the December 21 Letter or the Third A&R Coordination Agreement, or at all.
The Shareholder Parties by themselves or with the Equity Commitment Parties, Honeywell and the Consenting Noteholders (to the extent they own Common Stock) may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. This filing should not be construed to be an admission that any of the Reporting Persons are members of a “group” for the purposes of Section 13(d) of the Exchange 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 Exchange 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. 3, 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 57.4% of the 75,788,279 Common Stock outstanding as of October 26, 2020, as reported by the Issuer in its Form 10-Q filed on November 2, 2020.
Item 5. Interest in Securities of the Issuer
(a, b) The responses of each Reporting Person to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Common Stock are incorporated herein by reference.
The aggregate beneficial ownership percentage of the Issuer’s outstanding Common Stock reported by each Reporting Person is based upon a total of 75,788,279 shares of Common Stock outstanding as of October 26, 2020, as reported by the Issuer in its Form 10-Q filed on November 2, 2020.
As of the date hereof, WA may be deemed to be the beneficial owner of 750,000 shares of Common Stock, constituting 1.0% of the Issuer’s shares of Common Stock.
WA has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 750,000 shares; has the sole power to dispose or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 750,000 shares.
As of the date hereof, WB GP may be deemed to be the beneficial owner of 750,000 shares of Common Stock, constituting 1.0% of the Issuer’s shares of Common Stock.
WB GP has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 750,000 shares; has the sole power to dispose or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 750,000 shares.
As of the date hereof, WMP may be deemed to be the beneficial owner of 750,000 shares of Common Stock, constituting 1.0% of the Issuer’s shares of Common Stock.
WMP has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 750,000 shares; has the sole power to dispose or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 750,000 shares.
(c) No transactions in the shares of Common Stock by the Reporting Persons have been effected since the last Schedule 13D filed by the Reporting Persons.
(d) The shares of Common Stock are directly owned by WMP and may be deemed to be beneficially owned by WA by virtue of its role as the investment manager of WMP and WB GP by virtue of its role as the general partner of WMP.
| CUSIP No. 366505105 |
SCHEDULE 13D | Page 7 of 11 |
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information contained in Item 4 of this Schedule 13D is incorporated herein by reference.
Joint Filing Agreement
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement on December 23, 2020 with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
| Exhibit 1: | Joint Filing Agreement, dated December 23, 2020, between Whitebox Advisors LLC and Whitebox General Partner LLC. |
| Exhibit 2: | Executive Officers and Board of Managers of Whitebox Advisors LLC |
| Exhibit 3: | Board Members of Whitebox General Partner LLC |
| Exhibit 8: | Letter dated December 21, 2020 (incorporated by reference to Exhibit 99.1 to Cyrus Capital Partners, L.P.’s Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission on December 23, 2020). |
| Exhibit 9: | The Third Amended and Restated Coordination Agreement dated December 22, 2020, by and among the parties identified therein (incorporated by reference to Exhibit 99.2 to Cyrus Capital Partners, L.P.’s Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission on December 23, 2020). |
| CUSIP No. 366505105 |
SCHEDULE 13D | Page 8 of 11 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 23, 2020
| Whitebox Advisors LLC | ||
| By: | /s/ Daniel Altabef | |
| Daniel Altabef | ||
| Whitebox Advisors LLC | ||
| General Counsel—Regulatory Affairs & Compliance | ||
| Whitebox General Partner LLC | ||
| By: | /s/ Daniel Altabef | |
| Daniel Altabef | ||
| Whitebox Advisors LLC | ||
| General Counsel—Regulatory Affairs & Compliance | ||
| Whitebox Multi-Strategy Partners, L.P. | ||
| By: Whitebox General Partner LLC | ||
| By: | /s/ Daniel Altabef | |
| Daniel Altabef | ||
| Whitebox Advisors LLC | ||
| General Counsel—Regulatory Affairs & Compliance | ||
| CUSIP No. 366505105 |
SCHEDULE 13D | Page 9 of 11 |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto relating to shares of Common Stock, $0.001 par value per share (the “Common Stock”), of Garrett Motion Inc., a company incorporated under the laws of Delaware. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
In evidence thereof, each of the undersigned, being duly authorized, hereby execute this Joint Filing Agreement.
Date: December 23, 2020
| Whitebox Advisors LLC | ||
| By: | /s/ Daniel Altabef | |
| Daniel Altabef | ||
| Whitebox Advisors LLC | ||
| General Counsel—Regulatory Affairs & Compliance | ||
| Whitebox General Partner LLC | ||
| By: | /s/ Daniel Altabef | |
| Daniel Altabef | ||
| Whitebox Advisors LLC | ||
| General Counsel—Regulatory Affairs & Compliance | ||
| Whitebox Multi-Strategy Partners, L.P. | ||
| By: Whitebox General Partner LLC | ||
| By: | /s/ Daniel Altabef | |
| Daniel Altabef | ||
| Whitebox Advisors LLC | ||
| General Counsel—Regulatory Affairs & Compliance | ||
| CUSIP No. 366505105 |
SCHEDULE 13D | Page 10 of 11 |
Exhibit 2
EXECUTIVE OFFICERS AND BOARD OF MANAGERS OF WHITEBOX ADVISORS LLC
The name, business address, present principal employment and citizenship of each executive officer of Whitebox Advisors, LLC is set forth below.
| Name | Business Address | Present Principal Employment | Citizenship | |||
| Robert Vogel |
3033 Excelsior Boulevard Suite 500 Minneapolis, MN 55416 |
Partner, Co-Chair of the Investment Committee and Board member Whitebox Advisors LLC
|
USA | |||
| Chris Hardy |
280 Park Ave Suite 43W New York, NY 10017
|
Chief Compliance Officer Whitebox Advisors LLC |
USA | |||
| Brian Lofton |
3033 Excelsior Boulevard Suite 500 Minneapolis, MN 55416
|
Chief Risk Officer Whitebox Advisors LLC |
USA | |||
| Paul Twitchell |
3033 Excelsior Boulevard Suite 500 Minneapolis, MN 55416
|
Partner, Co-Chair of the Investment Committee and Board member Whitebox Advisors LLC
|
USA | |||
| Robert Riepe |
3033 Excelsior Boulevard Suite 500 Minneapolis, MN 55416
|
Chief Financial Officer Whitebox Advisors LLC |
USA | |||
| Jake Mercer |
3033 Excelsior Boulevard, Suite 500 Minneapolis, MN 55416 |
Partner, Head of Special Situations and Restructuring and Board member Whitebox Advisors LLC
|
USA | |||
| Paul Roos |
3033 Excelsior Boulevard, Suite 500 Minneapolis, MN 55416
|
Partner, Head of Structured Credit and Board member Whitebox Advisors LLC |
USA | |||
| Muqu Karim |
280 Park Ave Suite 43W New York, NY 10017
|
Chief Operating Officer Whitebox Advisors LLC |
USA |
| CUSIP No. 366505105 |
SCHEDULE 13D | Page 11 of 11 |
Exhibit 3
BOARD MEMBERS OF WHITEBOX GENERAL PARTNER LLC
The name, business address, present principal employment and citizenship of each executive officer of Whitebox Advisors LLC is set forth below.
| Name | Business Address | Present Principal Employment | Citizenship | |||
| Robert Vogel |
3033 Excelsior Boulevard Suite 500 Minneapolis, MN 55416
|
Partner, Co-Chair of the Investment Committee Whitebox Advisors LLC |
USA | |||
| Paul Twitchell |
3033 Excelsior Boulevard Suite 500 Minneapolis, MN 55416
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Partner, Co-Chair of the Investment Committee Whitebox Advisors LLC |
USA | |||
| Jake Mercer |
3033 Excelsior Boulevard, Suite 500 Minneapolis, MN 55416 |
Partner, Head of Special Situations and Restructuring Whitebox Advisors LLC
|
USA | |||
| Paul Roos |
3033 Excelsior Boulevard, Suite 500 Minneapolis, MN 55416 |
Partner, Head of Structured Credit Whitebox Advisors LLC |
USA |