UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Garrett Motion Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
366505105
(CUSIP Number)
Susanne V. Clark
Senior Managing Director and General Counsel
c/o Centerbridge Partners, L.P.
375 Park Avenue, 11h Floor
New York, New York 10152
(212) 672-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 15, 2021
(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-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 12 Pages
Exhibit Index Appears on Page 10
SCHEDULE 13D
CUSIP No. 366505105 | Page 2 of 12 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Credit Partners Master, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
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)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
None | ||||
8 | Shared voting power
584,237 | |||||
9 | Sole dispositive power
None | |||||
10 | Shared dispositive power
584,237 |
11 |
Aggregate amount beneficially owned by each reporting person
584,237 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
0.77% (1) | |||||
14 | Type of reporting person (see instructions)
PN |
(1) | All calculations of percentage ownership herein are based on a total of 75,813,634 shares of Common Stock issued and outstanding as of February 4, 2021, as reported on the Form 10-K filed with the SEC by the Company on February 16, 2021. |
SCHEDULE 13D
CUSIP No. 366505105 |
Page 3 of 12 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Credit Partners Offshore General Partner, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
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)
☐ | |||||
6 | Citizenship or place of organization
Delaware |
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
None | ||||
8 | Shared voting power
584,237 | |||||
9 | Sole dispositive power
None | |||||
10 | Shared dispositive power
584,237 |
11 |
Aggregate amount beneficially owned by each reporting person
584,237 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
0.77% | |||||
14 | Type of reporting person (see instructions)
PN |
SCHEDULE 13D
CUSIP No. 366505105 | Page 4 of 12 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Credit Cayman GP, Ltd. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
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)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
None | ||||
8 | Shared voting power
584,237 | |||||
9 | Sole dispositive power
None | |||||
10 | Shared dispositive power
584,237 |
11 |
Aggregate amount beneficially owned by each reporting person
584,237 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
0.77% | |||||
14 | Type of reporting person (see instructions)
OO |
SCHEDULE 13D
CUSIP No. 366505105 |
Page 5 of 12 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Credit GP Investors, L.L.C. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
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)
☐ | |||||
6 | Citizenship or place of organization
Delaware |
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
None | ||||
8 | Shared voting power
584,237 | |||||
9 | Sole dispositive power
None | |||||
10 | Shared dispositive power
584,237 |
11 |
Aggregate amount beneficially owned by each reporting person
584,237 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
0.77% | |||||
14 | Type of reporting person (see instructions)
OO |
SCHEDULE 13D
CUSIP No. 366505105 |
Page 6 of 12 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Special Credit Partners III-Flex, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
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)
☐ | |||||
6 | Citizenship or place of organization
Delaware |
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
None | ||||
8 | Shared voting power
2,805,763 | |||||
9 | Sole dispositive power
None | |||||
10 | Shared dispositive power
2,805,763 |
11 |
Aggregate amount beneficially owned by each reporting person
2,805,763 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
3.7% | |||||
14 | Type of reporting person (see instructions)
PN |
SCHEDULE 13D
CUSIP No. 366505105 | Page 7 of 12 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Special Credit Partners General Partner III, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
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)
☐ | |||||
6 | Citizenship or place of organization
Delaware |
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
None | ||||
8 | Shared voting power
2,805,763 | |||||
9 | Sole dispositive power
None | |||||
10 | Shared dispositive power
2,805,763 |
11 |
Aggregate amount beneficially owned by each reporting person
2,805,763 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
3.7% | |||||
14 | Type of reporting person (see instructions)
PN |
SCHEDULE 13D
CUSIP No. 366505105 |
Page 8 of 12 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CSCP III Cayman GP Ltd. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
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)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
None | ||||
8 | Shared voting power
2,805,763 | |||||
9 | Sole dispositive power
None | |||||
10 | Shared dispositive power
2,805,763 |
11 |
Aggregate amount beneficially owned by each reporting person
2,805,763 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
3.7% | |||||
14 | Type of reporting person (see instructions)
OO |
SCHEDULE 13D
CUSIP No. 366505105 |
Page 9 of 12 Pages |
1 | Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey H. Aronson | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
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)
☐ | |||||
6 | Citizenship or place of organization
United States |
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
None | ||||
8 | Shared voting power
3,390,000 | |||||
9 | Sole dispositive power
None | |||||
10 | Shared dispositive power
3,390,000 |
11 |
Aggregate amount beneficially owned by each reporting person
3,390,000 | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
4.47% | |||||
14 | Type of reporting person (see instructions)
IN |
Page 10 of 12 Pages
Item 1. | Security and Issuer. |
This Amendment No. 8 amends the Schedule 13D filed on October 5, 2020 and amended by Amendment No. 1 to Schedule 13D filed on October 16, 2020, Amendment No. 2 to Schedule 13D filed on October 20, 2020, Amendment No. 3 to Schedule 13D filed on November 4, 2020, Amendment No. 4 to the Schedule 13D filed on November 17, 2020, Amendment No. 5 filed on December 23, 2020, Amendment No. 6 filed on January 12, 2021, and Amendment No. 7 filed on January 26, 2021 (as amended, the Schedule 13D). The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the Common Stock), of Garrett Motion Inc., a Delaware corporation (the Company), which has its principal executive office at La Pièce 16 Rolle, Switzerland. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in Amendment No. 6 to this Schedule 13D filed on January 12, 2021.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended to include the following:
On February 15, 2021, the Company, the Plan Sponsors, Honeywell and certain of the Additional Investors agreed to amend and restate the PSA (including the term sheet and other exhibits attached thereto, the A&R Plan Support Agreement) to, among other things, add certain of the Companys prepetition lenders as parties thereto.
The foregoing description of the A&R Plan Support Agreement is a summary only and is qualified in its entirety by the terms and conditions of the A&R Plan Support Agreement, which is filed as Exhibit 10.1 attached to the Companys Form 8-K, filed on February 16, 2021.
Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit |
Description | |
IX | Amended and Restated Plan Support Agreement, dated February 15, 2021, by and among the parties identified therein (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 16, 2021). |
Page 11 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: February 17, 2021
CENTERBRIDGE CREDIT PARTNERS | ||
MASTER, L.P. | ||
By: | Centerbridge Credit Partners Offshore General Partner, L.P., its general partner | |
By: | Centerbridge Credit Cayman GP, Ltd., | |
its general partner | ||
By: | Centerbridge Credit GP Investors, | |
L.L.C., its director | ||
/s/ Susanne V. Clark | ||
Name: Susanne V. Clark | ||
Title: Authorized Signatory | ||
CENTERBRIDGE CREDIT PARTNERS | ||
OFFSHORE GENERAL PARTNER, L.P. | ||
By: | Centerbridge Credit Cayman GP, Ltd., | |
its general partner | ||
By: | Centerbridge Credit GP Investors, | |
L.L.C., its director | ||
/s/ Susanne V. Clark | ||
Name: Susanne V. Clark | ||
Title: Authorized Signatory | ||
CENTERBRIDGE CREDIT CAYMAN GP, LTD. | ||
By: | Centerbridge Credit GP Investors, | |
L.L.C., its director | ||
/s/ Susanne V. Clark | ||
Name: Susanne V. Clark | ||
Title: Authorized Signatory |
Page 12 of 12 Pages
CENTERBRIDGE CREDIT GP | ||
INVESTORS, L.L.C. | ||
/s/ Susanne V. Clark | ||
Name: Susanne V. Clark | ||
Title: Authorized Signatory | ||
CENTERBRIDGE SPECIAL CREDIT PARTNERS III-FLEX, L.P. | ||
By: |
Centerbridge Special Credit Partners General Partner III, L.P., its general partner | |
By: |
CSCP III Cayman GP Ltd., its general partner | |
/s/ Susanne V. Clark | ||
Name: Susanne V. Clark | ||
Title: Authorized Signatory | ||
CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER III, L.P. | ||
By: |
CSCP III Cayman GP Ltd., its general partner | |
/s/ Susanne V. Clark | ||
Name: Susanne V. Clark | ||
Title: Authorized Signatory | ||
CSCP III CAYMAN GP LTD. | ||
/s/ Susanne V. Clark | ||
Name: Susanne V. Clark | ||
Title: Authorized Signatory | ||
JEFFREY H. ARONSON | ||
/s/ Jeffrey H. Aronson |