Sec Form 13D Filing - Benefit Street Partners LLC filing for Garrett Motion Inc. (GTX) - 2020-11-12

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

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.  [   ]

* 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, as amended (“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).

* Beneficial ownership percentage is based upon 75,788,279 shares of common stock, $0.001 par value per share (“Common Stock”), of Garrett Motion Inc., a Delaware corporation (the “Company”), issued and outstanding as of October 26, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2020. The shares of Common Stock of the Company reported herein are held by Benefit Street Partners Dislocation Fund L.P. (as to 240,510 shares), Benefit Street Partners Dislocation Fund (Cayman) Master L.P. (as to 359,000 shares), BSP Special Situations Master A L.P. (as to 740,329 shares), BSP Credit Solutions Fund, LP (as to 50,000 shares) (collectively, the “BSP Funds”). Benefit Street Partners L.L.C. (“BSP”) is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. BSP serves as the investment adviser to each of the BSP Funds. Thomas J. Gahan controls BSP through his indirect ownership of membership interests of BSP and as Chief Executive Officer of BSP’s sole managing member. As of November 12, 2020, the BSP Funds collectively held 1,389,839 shares of Common Stock of the Company. As a result, for purposes of Rule 13d-3 promulgated under the Act, each of Mr. Gahan and BSP may be deemed to share beneficial ownership of the 1,389,839 shares of Common Stock held in the aggregate by the BSP Funds, or approximately 1.8% of the shares of Common Stock of the Company deemed issued and outstanding as of November 12, 2020.

* Beneficial ownership percentage is based upon 75,788,279 shares of common stock, $0.001 par value per share (“Common Stock”), of Garrett Motion Inc., a Delaware corporation (the “Company”), issued and outstanding as of October 26, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2020. The shares of Common Stock of the Company reported herein are held by Benefit Street Partners Dislocation Fund L.P. (as to 240,510 shares), Benefit Street Partners Dislocation Fund (Cayman) Master L.P. (as to 359,000 shares), BSP Special Situations Master A L.P. (as to 740,329 shares), BSP Credit Solutions Fund, LP (as to 50,000 shares) (collectively, the “BSP Funds”). Benefit Street Partners L.L.C. (“BSP”) is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. BSP serves as the investment adviser to each of the BSP Funds. Thomas J. Gahan controls BSP through his indirect ownership of membership interests of BSP and as Chief Executive Officer of BSP’s sole managing member. As of November 12, 2020, the BSP Funds collectively held 1,389,839 shares of Common Stock of the Company. As a result, for purposes of Rule 13d-3 promulgated under the Act, each of Mr. Gahan and BSP may be deemed to share beneficial ownership of the 1,389,839 shares of Common Stock held in the aggregate by the BSP Funds, or approximately 1.8% of the shares of Common Stock of the Company deemed issued and outstanding as of November 12, 2020.

This Schedule 13D (this “Schedule 13D”) relates to the common stock, $0.001 par value per share (“Common Stock”), of Garrett Motion Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at La Pièce 16, Rolle, Switzerland, 1180.

The source of funds for the purchase of the shares of Common Stock reported herein was the working capital of the BSP Funds. A total of $3,230.815.10 was paid to acquire the shares of Common Stock purchased.

Oaktree Capital Management, L.P., Centerbridge Partners, L.P., (together with Oaktree Capital Management, L.P., the “Plan Sponsors”), Attestor Value Master Fund LP, The Baupost Group, L.L.C., Cyrus Capital Partners, L.P., FIN Capital Partners LP, Hawk Ridge Capital Management LP, IngleSea Capital, Keyframe Capital Partners, L.P., Newtyn Management, LLC, Sessa Capital (Master), L.P. and Whitebox Multi-Strategy Partners, L.P. (collectively, the “Additional Investors”), Benefit Street Partners L.L.C., AllianceBernstein L.P.,  Diameter Capital Partners LP, KSAC Europe Investments S.á.r.l., Lord, Abbett & Co LLC, P. Schoenfeld Asset Management LP, Robeco Institutional Asset Management B.V., (collectively, the “Initial Consenting Noteholders”) and Honeywell International Inc. (“Honeywell”) have entered into a Second Amended and Restated Coordination Agreement (including the term sheet attached thereto, the “Second Amended Coordination Agreement”) in anticipation of submitting an alternative proposal for a plan of reorganization (the “Plan”) to the Debtors (as defined in the Second Amended Coordination Agreement).

Under the Second Amended Coordination Agreement, (i) the Plan Sponsors have agreed to offer to provide a new money debtor-in-possession term loan facility in a principal amount of up to $200 million (the “DIP Facility”), on terms set forth in a new credit agreement and (ii) the reorganized Company shall issue shares of Convertible Series A Preferred Stock (the “Convertible Series A Preferred Stock”) at a purchase price of up t o approximately $1.15 billion in the aggregate.

The Plan contemplates, among other things:

•	payment in full in cash of the Debtors’ debtor in possession financing that remains outstanding;

•	the payment in full in cash of all outstanding principal and accrued interest under the Debtors’ senior secured credit facility at the contractual non-default rate to the Effective Date;

•

the payment in full in cash of all outstanding principal and accrued and unpaid interest under the Debtors’ 5.125% senior notes due 2026 (the “Senior Notes”) at the contractual non-default rate to the Effective Date plus $15,000,000 on account of claims arising under, derived from, or based on the Applicable Premium (as defined in the indenture for the Senior Notes);

•

in full and final satisfaction and in exchange for each claim of Honeywell arising under that certain Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc., and Honeywell and that certain Indemnification Guarantee Agreement, dated as of September 27, 2018, by and among Honeywell ASASCO 2 Inc., as payee, Garrett ASASCO Inc., as payor, and certain subsidiary guarantors as defined therein (collectively, the “Indemnification Agreements”) and that certain Tax Matters Agreement by and among Garrett, Honeywell, Honeywell ASASCO Inc., and Honeywell ASASCO 2 Inc. (the “Tax Matters Agreement”), Honeywell shall receive: (a) an initial payment of $275 million in cash on the Effective Date (the “Initial Payment”); and (b) new series B preferred stock of the reorganized Company, which shall provide for $1.175 billion in total payments to Honeywell through December 31, 2034, unless repaid earlier on the terms and conditions set forth in the term sheet;

•	(a) the payment in full in cash of all allowed general unsecured claims against the Debtors, (b) the reinstatement of such claims, or (c) such other treatment rendering such claims unimpaired; and

•	the reinstatement of the Common Stock.

The Second Amended Coordination Agreement may be terminated upon the occurrence of certain events set forth in the Second Amended Coordination Agreement.

Based on information provided by the Plan Sponsors, Honeywell, the Additional Investors and the Initial Consenting Noteholders, the Reporting Persons believe that the Reporting Persons’ holdings, if taken together with what the Reporting Persons currently understand to be the holdings of the Plan Sponsors, Honeywell, the Additional Investors and the other Initial Consenting Noteholders, would represent beneficial ownership in the aggregate of approximately 54.1% of the outstanding shares of Common Stock as of the date of this report. Each Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock held by the Plan Sponsors, Honeywell, the Additional Investors and the other Initial Consenting Noteholders. The Reporting Persons anticipate that the Plan Sponsors, Honeywell, the Additional Investors and the other Initial Consenting Noteholders will file separate statements of beneficial ownership on Schedule 13D containing their required information. The Reporting Persons assume no responsibility for the information contained in any filings by such persons. This filing should not be construed to be an admission that any of the Reporting Persons and the Plan Sponsors, Honeywell, the Additional Investors or the other Initial Consenting Noteholders are members of a “group” for the purposes of Sections 13(d) of the Act.

The foregoing description of the Second Amended Coordination Agreement is a summary only and is qualified in its entirety by the terms and conditions of the Second Amended Coordination Agreement, which is filed as Exhibit II attached hereto.

Except as otherwise set forth herein, the Reporting Persons have no plans or proposals relating to any matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

SIGNATURES

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:  November 12, 2020

Exhibit 1

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 them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, $0.001 par value per share, of Garrett Motion Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit 1 to such Schedule 13D. In evidence thereof, the undersigned hereby execute this agreement this 12^th day of November, 2020.

Date:  November 12, 2020

	BENEFIT STREET PARTNERS, L.L.C.
	By: /s/ Bryan R. Martoken
	Name:  Bryan R. Martoken Title: Authorized Signatory       /s/ Thomas J. Gahan
	Thomas J. Gahan