Sec Form 13D Filing - CYRUS CAPITAL PARTNERS L.P. @ Garrett Motion Inc.

Sec Form 13D Filing - CYRUS CAPITAL PARTNERS L.P. filing for Garrett Motion Inc. (GTX) - 2021-05-10

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Garrett Motion Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

366505105

(CUSIP Number)

Jennifer M. Pulick

General Counsel

Cyrus Capital Partners, L.P.

65 East 55th Street, 35th Floor

New York, New York 10022

(212) 380-5800

with a copy to

Robert A. Profusek

Jones Day

250 Vesey Street

New York, New York 10281

(212) 326-3800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 30, 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 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 (“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).


CUSIP No. 366505105				Page 2 of 10 Pages


1.		NAMES OF REPORTING PERSONS Cyrus Capital Partners, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS 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

(1)

Includes 10,220,254 shares of common stock, $0.001 par value per share (the “Common Stock”) and 22,972,264 shares of Common Stock issuable upon conversion of 22,972,264 shares of Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), of Garrett Motion Inc., a Delaware corporation (the “Company”).

(2)	Based on 88,008,065 shares of Common Stock outstanding, consisting of 65,035,801 shares of Common Stock issued to replace the Company’s previously issued and cancelled common stock and 22,972,264 shares of Common Stock issuable upon conversion of 22,972,264 shares of Series A Preferred Stock.


CUSIP No. 366505105				Page 3 of 10 Pages


1.		NAMES OF REPORTING PERSONS Cyrus Capital Partners GP, L.L.C.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS 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

(1)	Includes 10,220,254 shares of Common Stock and 22,972,264 shares of Common Stock issuable upon conversion of 22,972,264 shares of Series A Preferred Stock.

(2)	Based on 88,008,065 shares of Common Stock outstanding, consisting of 65,035,801 shares of Common Stock issued to replace the Company’s previously issued and cancelled common stock and 22,972,264 shares of Common Stock issuable upon conversion of 22,972,264 shares of Series A Preferred Stock.


CUSIP No. 366505105				Page 4 of 10 Pages


1.		NAMES OF REPORTING PERSONS Cyrus Capital Advisors, L.L.C.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS 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

(1)	Includes 6,000,171 shares of Common Stock and 13,486,701 shares of Common Stock issuable upon conversion of 13,486,701 shares of Series A Preferred Stock.

(2)	Based on 78,522,502 shares of Common Stock outstanding, consisting of 65,035,801 shares of Common Stock issued to replace the Company’s previously issued and cancelled common stock and 13,486,701 shares of Common Stock issuable upon conversion of 13,486,701 shares of Series A Preferred Stock.


CUSIP No. 366505105				Page 5 of 10 Pages


1.		NAMES OF REPORTING PERSONS Stephen C. Freidheim
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS 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 of America

(1)	Includes 10,220,254 shares of Common Stock and 22,972,264 shares of Common Stock issuable upon conversion of 22,972,264 shares of Series A Preferred Stock.

(2)	Based on 88,008,065 shares of Common Stock outstanding, consisting of 65,035,801 shares of Common Stock issued to replace the Company’s previously issued and cancelled common stock and 22,972,264 shares of Common Stock issuable upon conversion of 22,972,264 shares of Series A Preferred Stock.


CUSIP No. 366505105				Page 6 of 10 Pages

Explanatory Note

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 Company’s 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 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”).

Item 1.

Security and Issuer

This statement of beneficial ownership on Schedule 13D relates to the shares of Common Stock, including shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock, of Garrett Motion Inc., a Delaware corporation. According to the Company, the address of its principal executive office is La Pièce 16, Rolle, Switzerland 1180.

Item 2.

Identity and Background

This statement is filed by (i) Cyrus Capital Partners, L.P., a Delaware limited partnership (“Cyrus Capital Partners”), (ii) Cyrus Capital Partners GP, L.L.C., a Delaware limited liability company (“Cyrus Capital GP”), (iii) Cyrus Capital Advisors, L.L.C., a Delaware limited liability company (“Cyrus Capital Advisors”) and (iv) Stephen C. Freidheim. Cyrus Capital Partners, Cyrus Capital GP, Cyrus Capital Advisors and Mr. Freidheim are collectively referred to as the “Reporting Persons.” The Reporting Persons have agreed to jointly file this Schedule 13D. A Joint Filing Agreement is filed herewith as Exhibit 99.1.

The address of each of the Reporting Persons is c/o Cyrus Capital Partners, L.P., 65 East 55th Street, 35th Floor, New York, New York, 10022.

Each of the Reporting Persons is engaged in the business of investment. Cyrus Capital Partners is the investment manager of certain private funds and managed accounts that directly hold Shares, including Cyrus 1740 Master Fund, L.P., Canary SC Master Fund, L.P., Cyrus Opportunities Master Fund II, Ltd., Crescent 1, L.P., CRS Master Fund, L.P., Cyrus Select Opportunities Master Fund, Ltd., Cyrus Select Opportunities Master Fund II, L.P., PC Investors III LLC and Peterson Capital Investors LLC (collectively, the “Cyrus Funds”). Cyrus Capital GP is the general partner of Cyrus Capital Partners and the managing member of Cyrus Capital Advisors. Cyrus Capital Advisors is the general partner of Cyrus 1740 Master Fund, L.P., Canary SC Master Fund, L.P., Crescent 1, L.P., CRS Master Fund, L.P. and Cyrus Select Opportunities Master Fund II, L.P. Stephen C. Freidheim is the Chief Investment Officer of Cyrus Capital Partners and is the sole member and manager of Cyrus Capital GP.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such entity or person 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.


CUSIP No. 366505105				Page 7 of 10 Pages

Mr. Freidheim is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

The Cyrus Funds received 10,220,254 shares of Common Stock pursuant to the Plan. In addition, the Cyrus Funds invested $120,604,386 to acquire 22,972,264 shares of Series A Preferred Stock. The source of funds was the Cyrus Funds’ capital available for investment. The Cyrus Funds may effect purchases of Common Stock and Series A Preferred Stock through margin accounts maintained for it with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in Common Stock and Series A Preferred Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. Because other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase Common Stock and Series A Preferred Stock.

Item 4.

Purpose of Transaction

The Reporting Persons acquired the Common Stock and Series A Preferred Stock for investment purposes and as part of the Plan.

Pursuant to the terms of the Plan and the Replacement Equity Backstop Commitment Agreement dated March 9, 2021, the Company issued 22,972,264 shares of Series A Preferred Stock to the Cyrus Funds. Each share of Series A Preferred Stock is convertible into one share of Common Stock pursuant to the terms of the Series A Certificate of Designation.

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), 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 Required Additional Investors (as defined in the Investor Rights Agreement), acting individually and not as a group, have the right to nominate one Investor Director Designee (as defined therein) for election to the board of directors of the Company (the “Board”) at each stockholder meeting of the Company. In April 2021, the Required Additional Investors designated Mr. Petry as their Investor Director Designee to be seated on May 7, 2021. The Investor Rights Agreement is filed hereto as Exhibit 99.1 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 hereto as Exhibit 99.2 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 subparagraphs (a) through (j) of Item 4 of 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 it 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 in items (a) through (j) of Item 4 of Schedule 13D, alone or with others. Additionally, the Reporting Persons may engage in discussions with other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating to the Company, which may include, among other things, the Company’s business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons reserves the right to take such actions as it deems appropriate, in its discretion.


CUSIP No. 366505105				Page 8 of 10 Pages

Item 5.

Interest in Securities of the Issuer

As of the date of this statement, each of Cyrus Capital Partners, Cyrus Capital GP and Mr. Freidheim beneficially owns 33,192,518 shares of Common Stock (including 22,972,264 shares of Common Stock issuable upon conversion of 22,972,264 shares of Series A Preferred Stock beneficially owned by such Reporting Persons), representing 37.7% of 88,008,065 total outstanding shares of Common Stock (consisting of 65,035,801 outstanding shares of Common Stock issued to replace the Company’s cancelled common stock and 22,972,264 shares issuable upon conversion of the Series A Preferred Stock owned by the Reporting Persons). As of the date of this statement, Cyrus Capital Advisors beneficially owns 19,486,872 shares of Common Stock (including 13,486,701 shares of Common Stock issuable upon conversion of 13,486,701 shares of Series A Preferred Stock beneficially owned by Cyrus Capital Advisors), representing 24.8% of 78,522,502 total outstanding shares of Common Stock (consisting of 65,035,801 outstanding shares of Common Stock issued to replace the Company’s cancelled common stock and 13,486,701 shares issuable upon conversion of the Series A Preferred Stock owned by Cyrus Capital Advisors). The Reporting Persons, by virtue of the relationships set forth under Item 2 of this statement, may be deemed to indirectly beneficially own the shares of Common Stock and Series A Preferred Stock directly owned by the Cyrus Funds. Set forth below is the aggregate number of shares of Common Shares and Series A Preferred Stock directly held, as of the date hereof, by each of the following Cyrus Funds.


Fund	Shares of Common Stock		Shares of Series A Preferred Stock
Cyrus 1740 Master Fund, L.P.		264,724		595,025
Canary SC Master Fund, L.P.		1,603,445		3,604,095
Cyrus Opportunities Master Fund II, Ltd.		3,593,111		8,076,306
Crescent 1, L.P.		2,095,093		4,709,181
CRS Master Fund, L.P.		1,994,954		4,484,097
Cyrus Select Opportunities Master Fund, Ltd.		617,127		1,387,128
Cyrus Select Opportunities Master Fund II, L.P.		41,955		94,303
PC Investors III LLC		8,170		18,364
Peterson Capital Investors LLC		1,675		3,765

The Reporting Persons have sole voting power and sole investment power with respect to the shares of Common Stock and Series A Preferred Stock owned by the Cyrus Funds.

During the past 60 days, none of the Reporting Persons has effected any transactions in shares of Common Stock or Series A Preferred Stock except as described in this statement.

No person (other than the Reporting Persons) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock or Series A Preferred Stock owned by the Cyrus Funds.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons entered into the Joint Filing Agreement (the “Joint Filing Agreement”) with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto. The foregoing description of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by the contents of the Joint Filing Agreement, a copy of which is attached as Exhibit 99.3 to this Schedule 13D and is incorporated herein by reference.

The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.


CUSIP No. 366505105				Page 9 of 10 Pages

Except as described in this statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any of the Reporting Persons and between such persons any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Item 7.

Materials to be Filed as Exhibits

The following documents are filed as exhibits to this statement:


Exhibit 99.1		Garrett Motion Inc. Series A Investor Rights Agreement, dated April 30, 2021, by and among the parties identified therein (incorporated by reference to Exhibit 10.2 to Form 8-K filed by Garrett Motion Inc. on April 30, 2021).

Exhibit 99.2		Registration Rights Agreement, dated April 30, 2021, by and among the parties identified therein (incorporated by reference to Exhibit 10.3 to Form 8-K filed by Garrett Motion Inc. on April 30, 2021).

Exhibit 99.3		Joint Filing Agreement, dated as of May 10, 2021 (filed herewith).


CUSIP No. 366505105				Page 10 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 10, 2021


CYRUS CAPITAL PARTNERS, L.P.

By:		Cyrus Capital Partners GP, L.L.C.,
		its general partner

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Sole Member/Manager

CYRUS CAPITAL PARTNERS GP, L.L.C.

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Sole Member/Manager

CYRUS CAPITAL ADVISORS, L.L.C.

By:		Cyrus Capital Partners GP, L.L.C.,
		its managing member

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Sole Member/Manager

/s/ Stephen C. Freidheim
STEPHEN C. FREIDHEIM

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

33,192,518 (1)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

33,192,518 (1)

SHARED DISPOSITIVE POWER

0