Item 7.01 Regulation FD Disclosure.
As previously reported, on September 20, 2020 (the "Petition Date"), Garrett
Motion Inc. (the "Company") and certain of its subsidiaries (collectively, the
"Debtors") each filed a voluntary petition for relief under chapter 11 of title
11 of the United States Code in the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court"). The Debtors' Chapter 11
cases (the "Chapter 11 Cases") are being jointly administered under the caption
"In re Garrett Motion Inc., 20-12212."
Also as previously announced, on January 11, 2021, the Company entered into a
Plan Support Agreement (the "Plan Support Agreement") with affiliated funds of
Centerbridge Partners, L.P., affiliated funds of Oaktree Capital Management,
L.P., Honeywell International Inc. and certain other investors and parties (the
"CO Group") regarding restructuring transactions (the "Restructuring
Transactions") pursuant to a Chapter 11 plan of reorganization on the terms and
conditions set forth in the Plan Support Agreement. On February 15, 2021, and
March 9, 2021, the Debtors and the CO Group made certain amendments to the Plan
Support Agreement (as so amended and restated, the "A&R Plan Support
Agreement"), as described in the Company's Current Report on Form 8-K on
February 16, 2021, and March 10, 2021, respectively.
Following the entry by the Bankruptcy Court on March 12, 2021, of an order
approving the Debtors' solicitation procedures, the Debtors filed solicitation
versions of the Chapter 11 plan of reorganization (the "Proposed Plan") and the
related disclosure statement (the "Proposed Disclosure Statement") with the
Bankruptcy Court to implement the Restructuring Transactions. Copies of the
Proposed Plan and the Proposed Disclosure Statement are attached as Exhibit 99.1
and 99.2, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Although the Company intends to pursue the Restructuring Transactions in
accordance with the terms set forth in the Proposed Plan, there can be no
assurance that the Proposed Plan will be approved by the Bankruptcy Court or
that the Company will be successful in consummating the Restructuring
Transactions or any other similar transaction on the terms set forth in the
Proposed Plan, on different terms or at all.
Each holder of the Company's common stock, par value $0.001 (the "Common
Stock"), should carefully review the Proposed Plan and Proposed Disclosure
Statement in their entirety before casting a ballot or taking any other actions
with respect to their Common Stock. The Proposed Disclosure Statement does not
constitute legal, business, financial or tax advice. Holders of Common Stock
should consult with their own advisors.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1
and 99.2, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933 or the
Exchange Act.
Cautionary Information Regarding Trading in the Company's Securities.
The Company's securityholders are cautioned that trading in the Company's
securities during the pendency of the Chapter 11 Cases is highly speculative and
poses substantial risks. Trading prices for the Company's securities may bear
little or no relationship to the actual recovery, if any, by holders thereof in
the Company's Chapter 11 Cases. Accordingly, the Company urges extreme caution
with respect to existing and future investments in its securities.
Forward-Looking Statements.
This Current Report on Form 8-K and the exhibit hereto may contain
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than statements of fact,
that address activities, events or developments that the Company or the
Company's management intend, expect, project, believe or anticipate will or may
occur in the future are forward-looking statements. Although the Company
believes forward-looking statements are based upon reasonable assumptions, such
statements involve known and unknown risks, uncertainties, and other factors,
which may cause the actual results or performance of the Company to be
materially different from any future results or performance expressed or implied
by such forward-looking statements. Such risks and uncertainties include, but
are not limited to those described in the Company's annual report on Form 10-K
for the year ended December 31, 2020, as well as the Company's other filings
with the Securities and Exchange Commission, under the headings "Risk Factors"
and "Cautionary Note Regarding Forward-Looking Statements." You are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this document. Forward-looking statements are not
guarantees of future performance, and actual results, developments and business
decisions may differ from those envisaged by the Company's forward-looking
statements.
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Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Proposed Debtors' Joint Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code, dated March 12, 2021.
99.2 Proposed Disclosure Statement for Debtors' Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, dated
March 12, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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