Sec Form 13D Filing - Centerbridge Credit Partners Master L.P. filing for Garrett Motion Inc. (GTX) - 2021-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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, 11th Floor

New York, New York 10152

(212) 672-5000

(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 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).

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.

(a)-(c), (f)     

This Schedule 13D is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the “Reporting Persons”).

Information required by Instruction C of Schedule 13D with respect to the managing member of Credit GP Investors and to the director of CSCP III Cayman GP is set forth on Schedule I attached hereto.

The business address of each of the Reporting Persons is 375 Park Avenue, 11th Floor, New York, New York 10152.

Other than Mr. Aronson, the Reporting Persons are private investment funds (or their general partners or director, as the case may be) principally engaged in the business of making investments in financial instruments. Mr. Aronson is the Managing Principal of Centerbridge Partners, L.P.

As described in Item 4, each of the Reporting Persons and the Other Shareholders (as defined in Item 4) expressly disclaims that they constitute a “group” for the purposes of Sections 13(d) of the Securities Exchange Act of 1934 (the

“Act”) and the rules thereunder. The Other Shareholders have agreed to file separate statements of beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing its required information. The Reporting Persons assume no responsibility for the information contained in such Schedule 13D filed by the Other Shareholders.

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 247,771,426 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”). Centerbridge Credit Partners Master, L.P. acquired 584,237 shares of Common Stock and 19,621,696 shares of Series A Preferred Stock. Centerbridge Special Credit Partners III-Flex, L.P. acquired 2,805,763 shares of Common Stock and 48,985,486 shares of Series A Preferred Stock.

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

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, and the Oaktree Investors and the Additional Investors together, the “Other Shareholders”), 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 Centerbridge Investors have the right to designate three Investor Director Designees (as defined therein) to be nominated for election to the board of directors of the Company (the “Board”) at each stockholder meeting of the Company, subject to reduction if the Centerbridge Investors’ beneficial ownership stake in the company decreases. In April 2021, the Centerbridge Investors designated Steven Silver, Julia Steyn and Robert Shanks as the initial Investor Director Designees of the Centerbridge Investors, with Robert Shanks designated as the “Additional Director”. The Investor Rights Agreement is filed as Exhibit 99.1 hereto 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 as Exhibit 99.2 hereto 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 Item 4 of this 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 its 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 to in Item 4 of this Schedule 13D, alone or with others. Each of the Reporting Persons reserves the right to take such actions as it deems appropriate, in its discretion.

(a) and (b).

The information contained on the cover page of this Schedule 13D is incorporated herein by reference. Based on the Form 8-K filed with the SEC by the Company on April 30, 2021, there were 65,035,801 shares of Common Stock and 247,771,428 shares of Series A Preferred Stock issued and outstanding as of April 30, 2021. All ownership percentage calculations are based on the shares of Common Stock and Series A Preferred Stock owned by the Reporting Person divided by the outstanding shares of Common Stock plus the shares of Series A Cumulative Convertible Preferred Stock owned by the Reporting Person.

The infor mation required by Items 5(a) – (b) is set forth in rows 7 – 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

Credit Partners Master has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by Credit Partners Offshore GP, its general partner, Credit Cayman GP, the general partner of Credit Partners Offshore GP, and Credit GP Investors, the director of Credit Cayman GP. None of Credit Partners Offshore GP, Credit Cayman GP or Credit GP Investors directly owns any of the shares of Common Stock or the Series A Preferred Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock and the Series A Preferred Stock beneficially owned by Credit Partners Master. However, none of the foregoing should be construed in and of itself as an admission by Credit Partners Offshore GP, Credit Cayman GP and Credit GP Investors or by any Reporting Person as to beneficial ownership of shares of Common Stock or the Series A Preferred Stock owned by another Reporting Person. In addition, each of Credit Partners Offshore GP, Credit Cayman GP and Credit GP Investors expressly disclaims beneficial ownership of shares of Common Stock or the Series A Preferred Stock owned by Credit Partners Master.

SC III-Flex has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by Special Credit III GP, its general partner, and CSCP III Cayman GP, the general partner of Special Credit III GP. Neither Special Credit III GP nor CSCP III Cayman GP directly owns any of the shares of Common Stock or the Series A Preferred Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock and the Series A Preferred Stock beneficially owned by SC III-Flex. However, none of the foregoing should be construed in and of itself as an admission by Special Credit III GP or CSCP III Cayman GP or by any Reporting Person as to beneficial ownership of shares of Common Stock or the Series A Preferred Stock owned by another Reporting Person. In addition, each of Special Credit III GP and CSCP III Cayman GP expressly disclaims beneficial ownership of shares of Common Stock or the Series A Preferred Stock owned by SC III-Flex.

As the director of CSCP III Cayman GP and the managing member of Credit GP Investors, respectively, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares of Common Stock and Series A Preferred Stock held of record by each of SC III-Flex and Credit Partners Master. Such persons and entities expressly disclaim beneficial ownership of the shares of Common Stock and Series A Preferred Stock held of record by each of SC III-Flex and Credit Partners Master, except to the extent of any proportionate pecuniary interest therein.

(c) Other than as reported in Item 3, the Reporting Persons have not effected any transactions in the Common Stock or the Series A Preferred Stock during the past 60 days.

(d) and (e) are not applicable.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit I to this Schedule 13D and is incorporated by reference herein.

Other than the joint filing agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the securities of the Company.

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: May 13, 2021