Sec Form 13D Filing - Benefit Street Partners LLC filing for Garrett Motion Inc. (GTX) - 2021-02-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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

* Includes (i) 240,510 shares held by Benefit Street Partners Dislocation Fund L.P., (ii) 359,000 shares held by Benefit Street Partners Dislocation Fund (Cayman) Master L.P., (iii) 740,329 shares held by BSP Special Situations Master A L.P. and (iv) 50,000 shares held by BSP Credit Solutions Fund, LP (collectively, the “BSP Funds”).  Benefit Street Partners L.L.C. (“BSP”) is a registered investment adviser and 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 a result, for purposes of Rule 13d-3, BSP and Mr. Gahan may be deemed to share beneficial ownership of the shares of Common Stock held by the BSP Funds. The Reporting Persons expressly disclaim beneficial ownership of any securities of the Company beneficially owned or acquired by any other person and assume no responsibility for the information contained in any filings made by any other person.

** Based on 75,813,634 shares of Common Stock outstanding as of February 4, 2021, as reported in the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 filed with the Securities and Exchange Commission on February 16, 2021.

* Includes (i) 240,510 shares held by Benefit Street Partners Dislocation Fund L.P., (ii) 359,000 shares held by Benefit Street Partners Dislocation Fund (Cayman) Master L.P., (iii) 740,329 shares held by BSP Special Situations Master A L.P. and (iv) 50,000 shares held by BSP Credit Solutions Fund, LP (collectively, the “BSP Funds”).  Benefit Street Partners L.L.C. (“BSP”) is a registered investment adviser and 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 a result, for purposes of Rule 13d-3, BSP and Mr. Gahan may be deemed to share beneficial ownership of the shares of Common Stock held by the BSP Funds. The Reporting Persons expressly disclaim beneficial ownership of any securities of the Company beneficially owned or acquired by any other person and assume no responsibility for the information contained in any filings made by any other person.

** Based on 75,813,634 shares of Common Stock outstanding as of February 4, 2021, as reported in the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 filed with the Securities and Exchange Commission on February 16, 2021.

CUSIP No. 366505105

AMENDMENT NO. 3 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Company on November 12, 2020, Amendment No. 1 thereto filed on December 28, 2020 and Amendment No. 2 thereto filed on January 12, 2021 (as so amended, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Schedule 13D.

The Schedule 13D is hereby amended as follows:

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

On February 15, 2021, the Company entered into an Amended and Restated Plan Support Agreement (including the term sheet attached thereto, the “Amended Plan Support Agreement”) with the parties named and defined therein, setting forth the terms by which such parties committed to provide capital to and/or support the Company in connection with its plan of reorganization. The Amended Plan Support Agreement amended and restated the Plan Support Agreement dated as of January 11, 2021 that was Exhibit 4 to the Schedule 13D. The Amended Plan Support Agreement is Exhibit 5 to the Schedule 13D, and any description thereof is qualified in its entirety by reference thereto.

SIGNATURES

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

Dated:  February 17, 2021