Sec Form 13D Filing - Benefit Street Partners LLC filing for Garrett Motion Inc. (GTX) - 2020-12-28

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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).

CUSIP No. 366505105

Explanatory Note

This Amendment No. 1 amends the statement on Schedule 13D filed with the Securities and Exchange Commission by Benefit Street Partners L.L.C. and Thomas J. Gahan. (collectively, the “Reporting Persons”) on November 12, 2020 (as amended, the “Schedule 13D”) with respect to shares of common stock, $0.001 par value per share (the “Shares”) of Garrett Motion Inc. (the “Company”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended to include the following:

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 Third Amended and Restated Coordination Agreement (including the term sheet attached thereto, the “Third Amended Coordination Agreement”) in anticipation of submitting an alternative proposal for a plan of reorganization (the “Plan”) to the Debtors (as defined in the Third Amended Coordination Agreement).

The Third Amended and Restated Coordination Agreement incorporates the following changes, among others: 

•	the dividend rate on the Series A Preferred Stock shall be reduced from 12% to 11%;

•

the Company will have the ability to pay the dividend in cash or in kind at the election of a majority of disinterested members of the Company’s board of directors provided that dividends shall automatically pay in kind during any period in which the reorganized Debtors’ adjusted EBITDA on a consolidated basis for the twelve months immediately preceding the declaration of the dividend falls below $425 million;

•	any dividends paid in kind will not be convertible into common stock and will instead be paid in cash in connection with any conversion or redemption of the Series A Preferred Stock;

•	the Series A Preferred Stock will automatically convert into common stock on the first date on or after the date that is two years from the effective date on which:

o	$100 million or less of amortization payments remain outstanding on the Series B Preferred Stock;

o	the common stock has a 75-day volume weighted average price per share that is greater than or equal to 150% of the conversion price; and

	Item 7.		Material to Be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit				Description
3.				Third Amended and Restated Coordination Agreement, dated December 22, 2020, by and among the parties identified therein (incorporated by reference to Exhibit IV to Oaktree Capital Management, L.P.'s Amendment No. 5 to Schedule 13D filed on December 23, 2020).

CUSIP No. 366505105

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:  December 28, 2020