Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
December 21, 2020
(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).
Page 1 of 13 Pages
Exhibit Index Appears on Page 11
SCHEDULE 13D
| CUSIP No. 366505105 | Page 2 of 13 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 75,788,279 shares of Common Stock issued and outstanding as of October 26, 2020, as reported on the Form 10-Q filed with the SEC by the Company on November 2, 2020. |
SCHEDULE 13D
| CUSIP No. 366505105 | Page 3 of 13 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 13 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 13 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 13 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)
3.57% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D
| CUSIP No. 366505105 | Page 7 of 13 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)
3.57% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13D
| CUSIP No. 366505105 | Page 8 of 13 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)
3.57% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13D
| CUSIP No. 366505105 | Page 9 of 13 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 | |||||
| Item 1. | Security and Issuer. |
This Amendment No. 5 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 and Amendment No. 4 to the Schedule 13D filed on November 17, 2020 (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 the Schedule 13D filed on October 5, 2020.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended to include the following:
Centerbridge Partners, L.P., Oaktree Capital Management, L.P. (“Oaktree” and, together with Centerbridge Partners, 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”), AllianceBernstein L.P., Benefit Street Partners LLC, 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: |
| • | $100 million or less of amortization payments remain outstanding on the Series B Preferred Stock; |
| • | 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 |
| • | the reorganized Debtors’ adjusted EBITDA on a consolidated basis for the prior twelve months equals or exceeds $600 million for two consecutive quarters. |
| • | the Series A Preferred Stock shall be redeemable following the sixth anniversary of the effective date at par plus accrued and unpaid dividends; and |
| • | the milestone for filing the Plan shall be extended from January 19, 2021 to April 19, 2021 and the milestone for consummating the Plan shall be extended from March 20, 2021 to June 30, 2021, and shall be automatically extended further by ninety (90) days unless a notice of termination is provided pursuant to Section 11.12 of the Third Amended Coordination Agreement. These extensions will renew indefinitely unless the aforementioned notice of termination is provided. |
The Third Amended Coordination Agreement may be terminated upon the occurrence of certain events set forth in the Third Amended Coordination Agreement.
The foregoing description of the Third Amended Coordination Agreement is a summary only and is qualified in its entirety by the terms and conditions of the Third Amended Coordination Agreement, which is filed as Exhibit V attached hereto.
Further, on December 21, 2020, counsel to Plan Sponsors, Additional Investors and Honeywell sent a letter to the Debtors’ counsel which outlined the changes contemplated by the Third Amended Coordination Agreement. The letter is filed as Exhibit VI attached hereto.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended to include the following:
Mark T. Gallogly retired from Centerbridge Partners, L.P. effective December 7, 2020. As the director of CSCP III Cayman GP and the managing member of Credit GP Investors, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by each of SC III-Flex and Credit Partners Master. Mr. Aronson and such entities expressly disclaim beneficial ownership of the shares held of record by each of SC III-Flex and Credit Partners Master, except to the extent of any proportionate pecuniary interest therein.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended to include the following:
| Exhibit |
Description | |
| V | Third Amended and Restated Coordination Agreement, dated December 22, 2020, by and among the parties identified therein. | |
| VI | Letter to Sullivan & Cromwell LLP re: Garrett Motion Inc., et al., dated December 21, 2020, by and among the parties identified therein. | |
Schedule 13D
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: December 22, 2020
| 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 | ||
| 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 | ||