GARRETT MOTION INC. 
Item 1.01 Entry into a Material Definitive Agreement
As previously reported, on
In connection with the Chapter 11 Cases, on
The material terms of the Plan Support Agreement include, among other things:
• Committed direct equity investment by certain members of the CO Group in
the amount of $1,050.8 million in the aggregate in cash;
• A rights offering of the reorganized Company's common stock for a maximum
aggregate value of $200 million to existing holders of the Company's
common stock, backstopped by certain members of the CO Group on a fully
committed basis;
• Holders of the Company's existing common stock may retain their stock or,
at each stockholder's election (unless such stockholder is a party to the
Plan Support Agreement), receive cash at $6.25 per share in exchange for
cancellation of their shares;
• Payment in full of all customer, supplier, trade, vendor, employee,
pension, regulatory, environmental and other liabilities of the Debtors
and their worldwide subsidiaries; and
• A final global settlement for substantially all claims by Honeywell
International Inc. and its affiliates (including spin-off-related claims,
but excluding claims arising under ordinary course business dealings).
The Plan Support Agreement contains customary representations, warranties and
covenants. The Plan Support Agreement is subject to certain termination events,
subject to certain exceptions, including (a) the breach by any party of any of
the representations, warranties, covenants, obligations or commitments set forth
therein, where such breach would materially and adversely interfere with the
Restructuring Transactions and remains uncured; (b) the issuance by any
governmental authority of an order that would have an adverse effect on a
material provision of the Plan Support Agreement or a material portion of the
Restructuring Transactions or the Approved Plan or a material adverse effect on
the Debtors' business; (c) an examiner, trustee or receiver is appointed in the
Chapter 11 Cases; (d) conversion of one or more of the Chapter 11 Cases to cases
under Chapter 7 of the Bankruptcy Code or dismissal of any of the Chapter 11
Cases; (e) if any of the restructuring documents after completion (i) contain
terms, conditions, representations, warranties or covenants that are materially
inconsistent with the terms of the Plan Support Agreement, (ii) are materially
and adversely amended or modified with respect to the terminating party or
(iii) are withdrawn without the consent of the applicable party; (f) if any
party proposes, supports, assists, solicits or files a pleading seeking approval
of any alternative transaction without the prior written consent of certain
parties; (g) if, on or after
The Company's performance and obligations under the Plan Support Agreement are
subject to approval by the
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The foregoing description of the Plan Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Support Agreement, which is furnished as Exhibit 10.1 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Press Release
On
Auction Notice
In connection with the Chapter 11 Cases, and pursuant to bid procedures approved
by the
The second place bid at Auction was a proposal from
As noted in the Auction Notice, in addition to the written bids received at
Auction, the Debtors simultaneously reviewed, considered and discussed with
consulting professionals proposals made in parallel by the
Stalking Horse Purchase Agreement Termination Provisions
Pursuant to the terms of the share and asset purchase agreement (the "Stalking
Horse Purchase Agreement"), dated
The foregoing description of the Stalking Horse Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stalking Horse Purchase Agreement, which is furnished as Exhibit 10.2 hereto.
Filing of Plan of Reorganization and Related Disclosure Statement
On
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Following the Debtors' entry into the Plan Support Agreement, the Debtors intend to file an amended plan of reorganization and an amended disclosure statement reflecting the Restructuring Transactions contemplated by the
Plan Support Agreement. There can be no assurance that any such plan of
reorganization will be approved by the
The information furnished pursuant to this Item 7.01, including Exhibits 99.1 through 99.5, 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
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Plan Support Agreement, dated as ofJanuary 11, 2021 , by and among the Debtors,Centerbridge Partners, L.P. ,Oaktree Capital Management, L.P. , Honeywell International Inc., and the additional parties named therein. 10.2 Share and Asset Purchase Agreement, dated as ofSeptember 20, 2020 , by and amongGarrett Motion Inc. ,Garrett Motion Holdings Inc. ,Garrett ASASCO Inc. ,Garrett Motion Holdings II Inc. ,AMP Intermediate B.V. andAMP U.S. Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company onSeptember 21, 2020 ). 99.1 Press Release, datedJanuary 11, 2021 . 99.2 Subscription Agreement Proposal, datedJanuary 5, 2021 . 99.3 Proposed Backstop Commitment Agreement, dated as ofDecember 20, 2020 (incorporated by reference to Exhibit 3 to the Schedule 13D/A filed byWarlander Asset Management, L.P. , onJanuary 7, 2021 ). 99.4 Revised Bid Letter, dated as ofJanuary 4, 2021 , submitted by CetusCapital VI, L.P. ,Owl Creek Asset Management, L.P. ,Warlander Asset Management, L.P. ,Jefferies LLC ,Bardin Hill Opportunistic Credit Master Fund LP , andMarathon Asset Management L.P. (incorporated by reference to Exhibit 4 to the Schedule 13D/A filed byWarlander Asset Management, L.P. , onJanuary 7, 2021 ). 99.5 Further Revised Bid Letter, dated as ofJanuary 5, 2021 , submitted byCetus Capital VI, L.P. ,Owl Creek Asset Management, L.P. ,Warlander Asset Management, L.P. ,Jefferies LLC ,Bardin Hill Opportunistic Credit Master Fund LP , andMarathon Asset Management L.P. (incorporated by reference to Exhibit 5 to the Schedule 13D/A filed byWarlander Asset Management, L.P. , onJanuary 7, 2021 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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