Garrett Motion Inc. — Major Shareholding Notification 2021

Mar 10, 2021

SC 13D/A 1 doc1.htm NONE Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 07 )*

Garrett Motion Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

366505105

(CUSIP Number)

Seth A. Klarman, The Baupost Group L.L.C. 10 ST JAMES AVE BOSTON, Massachusetts 02116 Phone : 617-210-8300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 09, 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. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

| 1 | NAMES
OF REPORTING PERSONS | | |
| --- | --- | --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
| | BAUPOST GROUP LLC/MA 04-3402144 | | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | o |
| | | (b) | x |
| 3 | SEC
USE ONLY | | |
| 4 | SOURCE
OF FUNDS | | |
| | AF | | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f) | | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION | | |
| | State of Delaware | | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER | |
| | | 0 | |
| | 8 | SHARED
VOTING POWER | |
| | | 3,575,000 | |
| | 9 | SOLE
DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED
DISPOSITIVE POWER | |
| | | 3,575,000 | |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 3,575,000 | | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 4.72% | | |
| 14 | TYPE
OF REPORTING PERSON | | |
| | IA | | |

| 1 | NAMES
OF REPORTING PERSONS | | |
| --- | --- | --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
| | Baupost Group GP L.L.C. 82-3254604 | | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | o |
| | | (b) | x |
| 3 | SEC
USE ONLY | | |
| 4 | SOURCE
OF FUNDS | | |
| | AF | | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f) | | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION | | |
| | State of Delaware | | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER | |
| | | 0 | |
| | 8 | SHARED
VOTING POWER | |
| | | 3,575,000 | |
| | 9 | SOLE
DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED
DISPOSITIVE POWER | |
| | | 3,575,000 | |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 3,575,000 | | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 4.72% | | |
| 14 | TYPE
OF REPORTING PERSON | | |
| | HC | | |

| 1 | NAMES
OF REPORTING PERSONS | | |
| --- | --- | --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
| | Seth A. Klarman | | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | o |
| | | (b) | x |
| 3 | SEC
USE ONLY | | |
| 4 | SOURCE
OF FUNDS | | |
| | AF | | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f) | | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION | | |
| | The United State of America | | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER | |
| | | 0 | |
| | 8 | SHARED
VOTING POWER | |
| | | 3,575,000 | |
| | 9 | SOLE
DISPOSITIVE POWER | |
| | | 0 | |
| | 10 | SHARED
DISPOSITIVE POWER | |
| | | 3,575,000 | |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 3,575,000 | | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | 4.72% | | |
| 14 | TYPE
OF REPORTING PERSON | | |
| | HC | | |

ITEM 1. Security and Issuer

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) by the Reporting Persons with respect to the Common Stock of the Issuer on October 23, 2020 (the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided herein, this amendment (“Amendment No. 7”) does not modify any of the information previously reported in the Schedule 13D.

ITEM 2. Identity and Background

(a)

(b)

(c)

(d)

(e)

(f)

ITEM 3. Source and Amount of Funds or Other Consideration

ITEM 4. Purpose of Transaction

Item 4 is hereby amended by adding the following: On March 9, 2021, the Company and its affiliated Debtors entered into a Second Amended and Restated Plan Support Agreement (including all exhibits and schedules attached thereto, the “Second Amended Plan Support Agreement”) with the Plan Sponsors, Honeywell, and the Additional Investors (each as defined therein), setting forth the terms by which the foregoing parties committed to provide capital to and/or support the Company in connection with its plan of reorganization. The Second Amended Plan Support Agreement amended and restated the Amended Plan Support Agreement, entered into by the Debtors, the Plan Sponsors, Honeywell, the Additional Investors, the Initial Consenting Noteholders (as defined in the Second Amended Plan Support Agreement), and the Initial Consenting Lenders (as defined in the Second Amended Plan Support Agreement) on February 15, 2021 and terminated the Equity Backstop Commitment Agreement, entered into by the Debtors, the Plan Sponsors, and certain of the Additional Investors on January 22, 2021 (the “Original BCA”) and certain equity commitment letters previously provided by the Additional Investors to the Debtors. The Second Amended Plan Support Agreement is filed as Exhibit 99.1 hereto and incorporated by reference. On the same day, the Company and the other Debtors (as defined therein) entered into a Replacement Equity Backstop Commitment Agreement (the “Replacement BCA”) with the Equity Backstop Parties (as defined therein), setting forth the terms by which the Equity Backstop Parties committed to participate in a rights offering to provide capital to the Debtors in connection with the Debtors’ plan of reorganization. The Replacement BCA replaced the Original BCA and supplements the Second Amended and Restated Plan Support Agreement. The Replacement BCA is filed as Exhibit 99.2 hereto and incorporated by reference. The Additional Investors by themselves or with the Plan Sponsors, Honeywell and the Initial Consenting Noteholders (to the extent they own Shares) may be deemed to constitute a group for purposes of Rule 13d-3 under the Act. The Reporting Persons anticipate that the Plan Sponsors, Honeywell, the other Additional Investors and the Initial Consenting Noteholders will file separate statements of beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act, and any amendments thereto, containing their required information. The Reporting Persons assume no responsibility for the information contained in any filings by any other person. The Reporting Persons expressly disclaim beneficial ownership of any securities beneficially owned or acquired by any other person except to the extent of their pecuniary interest therein. As of the date of this Amendment No. 7, based on information provided by the Plan Sponsors, Honeywell, the other Additional Investors and the Consenting Noteholders, the Reporting Persons believe that the Plan Sponsors, Honeywell, the Additional Investors and the Consenting Noteholders beneficially own in the aggregate 57.4% of the 76,068,026 outstanding Shares, as set forth in Section 4.4 of the Replacement BCA.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

ITEM 5. Interest in Securities of the Issuer

(a)

(b)

(c)

Transaction Date Shares or Units Purchased (Sold) Price Per Share or Unit

(d)

(e)

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

ITEM 7. Material to Be Filed as Exhibits

The following documents are filed as exhibits to this statement: Exhibit 99.1 Second Amended and Restated Plan Support Agreement, dated March 9, 2021, by and among the parties identified therein (incorporated by reference to Exhibit [10.1] to Form 8-K filed by Garrett Motion Inc. on March 10, 2021). Exhibit 99.2 Replacement Equity Backstop Commitment Agreement, dated March 9, 2021, by and among the parties identified therein (incorporated by reference to Exhibit [10.2] to Form 8-K filed by Garrett Motion Inc. on March 10, 2021).

Signature

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.

| March 10, 2021 | The Baupost Group L.L.C. — By: | /s/
Seth A. Klarman |
| --- | --- | --- |
| | | Chief Executive Officer |
| | Baupost Group GP, L.L.C. | |
| March 10, 2021 | By: | /s/
Seth A. Klarman |
| | | Managing Member |
| | Seth A. Klarman | |
| March 10, 2021 | By: | /s/
Seth A. Klarman |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)