Initial statement of beneficial ownership of securities



>




X0206


3


2021-04-30


0



0001735707


Garrett Motion Inc.


GTX





0001674541


Centerbridge Special Credit Partners III-Flex, L.P.




375 PARK AVENUE, 11TH FLOOR




NEW YORK


NY


10152






0


0


1


0






0001584544


Centerbridge Credit Partners Master, L.P.




375 PARK AVENUE, 11TH FLOOR




NEW YORK


NY


10152






0


0


1


0






0001484834


Centerbridge Credit Partners Offshore General Partner, L.P.




375 PARK AVENUE, 11TH FLOOR




NEW YORK


NY


10152






0


0


1


0






0001667800


Centerbridge Credit Cayman GP, Ltd.




375 PARK AVENUE, 11TH FLOOR




NEW YORK


NY


10152






0


0


1


0






0001584682


Centerbridge Credit GP Investors, L.L.C.




375 PARK AVENUE, 11TH FLOOR




NEW YORK


NY


10152






0


0


1


0






0001827884


Centerbridge Special Credit Partners General Partner III, L.P.




375 PARK AVENUE, 11TH FLOOR




NEW YORK


NY


10152






0


0


1


0






0001667801


CCP III Cayman GP Ltd.




375 PARK AVENUE, 11TH FLOOR




NEW YORK


NY


10152






0


0


1


0






0001425800


Aronson Jeffrey




375 PARK AVENUE, 11TH FLOOR




NEW YORK


NY


11






0


0


1


0







Common Stock





3390000








I




See footnotes













Series A Cumulative Convertible Preferred Stock




5.25















Common Stock




68607182








I




See footnotes











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"), dated as of April 30, 2021 by Garrett Motion Inc. as filed pursuant to its Form 8-K dated as of April 30, 2021.


CSCP III Cayman GP Ltd. ("CSCP III Cayman GP") is the general partner of Centerbridge Special Credit Partners General Partner III, L.P. ("Special Credit III GP"), which is the general partner of Centerbridge Special Credit Partners III-Flex, L.P. ("SC III-Flex"), and may be deemed to share beneficial ownership over the 2,805,763 shares of Common Stock and 48,985,486 shares of Series A Cumulative Convertible Preferred Stock held of record by SC III-Flex. As the director of CSCP III Cayman GP, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by SC III-Flex. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by SC III-Flex, except to the extent of any proportionate pecuniary interest therein.


(Continued from Footnote 3) Centerbridge Credit GP Investors, L.L.C. ("Credit GP Investors") is the sole director of Centerbridge Credit Cayman GP, Ltd. ("Credit Cayman GP"), which is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. ("Credit Partners Offshore GP"), which is the general partner of Centerbridge Credit Partners Master, L.P. ("Credit Partners Master"), and may be deemed to share beneficial ownership over the 584,237 shares of Common Stock and 19,621,696 shares of Series A Cumulative Convertible Preferred Stock held of record by Credit Partners Master. As the managing member of Credit GP Investors, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the shares held of record by Credit Partners Master. Such persons and entities expressly disclaim beneficial ownership of the shares held of record by Credit Partners Master, except to the extent of any proportionate pecuniary interest therein.



The Reporting Persons are jointly filing this Form 3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose. We note that the undersigned have made a Schedule 13D filing, and we refer to the disclosures contained therein regarding potential "group" status and disclaimers thereto.



CENTERBRIDGE CREDIT PARTNERS MASTER, L.P., By: Centerbridge Credit GP Investors, LLC, its Indirect Director, /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory


2021-05-13




CENTERBRIDGE CREDIT PARTNERS OFFSHORE GENERAL PARTNER, L.P., By: Centerbridge Credit Cayman GP, Ltd., its GP, By: Centerbridge Credit GP Investors, L.L.C., its director, /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory


2021-05-13




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


2021-05-13




CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory


2021-05-13




CENTERBRIDGE SPECIAL CREDIT PARTNERS III-FLEX, L.P., By: Centerbridge Special Credit Partners General Partner III, L.P., its GP, By: CSCP III Cayman GP Ltd., its GP, /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory


2021-05-13




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


2021-05-13




CSCP III CAYMAN GP LTD., /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory


2021-05-13




JEFFREY H. ARONSON, /s/ Jeffrey H. Aronson


2021-05-13





The above information was disclosed in a filing to the SEC. To see the filing, click here.

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