Garrett Motion Inc. — Major Shareholding Notification 2020

Nov 18, 2020

SC 13D/A 1 d38678dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

November 16, 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 10 Pages

Exhibit Index Appears on Page 11

SCHEDULE 13D

CUSIP No. 366505105 Page 2 of 10 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	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 10 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	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 10 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	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 10 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	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 10 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	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) 3.70%
14	Type of reporting person
(see instructions) PN

SCHEDULE 13D

CUSIP No. 366505105 Page 7 of 10 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	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) 3.70%
14	Type of reporting person
(see instructions) PN

SCHEDULE 13D

CUSIP No. 366505105 Page 8 of 10 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	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) 3.70%
14	Type of reporting person
(see instructions) OO

SCHEDULE 13D

CUSIP No. 366505105 Page 9 of 10 Pages

| 1 | Name of reporting persons. I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mark T.
Gallogly |
| --- | --- |
| 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	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

SCHEDULE 13D

CUSIP No. 366505105 Page 10 of 10 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. 4 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 and Amendment No. 3 to Schedule 13D filed on November 4, 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:

On November 16, 2020, counsel to 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 ”) and Honeywell International Inc. (“ Honeywell ”) sent a letter to the Debtors’ counsel, which, among other things, offered, if sufficient to obtain the Debtors’ support, potential changes to the proposed plan of reorganization contemplated by the Second Amended and Restated Cooperation Agreement. The letter is filed as Exhibit III attached hereto.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to include the following:

Exhibit	Description
III	Letter to Sullivan & Cromwell LLP re: Garrett Motion Inc., et al., dated November 16, 2020, by and among the parties identified therein.
IV	Power of Attorney.

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: November 18, 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
MARK T. GALLOGLY
By:	Susanne V. Clark, as attorney-in-fact pursuant to Power of Attorney attached as Exhibit IV to this Schedule 13D
/s/ Susanne V. Clark
JEFFREY H. ARONSON
/s/ Jeffrey H. Aronson