Garrett Motion Inc. just came out with a new prospectus, available here. This is an SEC requirement for firms looking to issue certain types of securities. An excerpt of the prospectus is provided below:
In connection with the Companys emergence from bankruptcy and pursuant to the Plan, all existing shares of the
Companys Old Common Stock were cancelled on the Effective Date, and the Company initially issued (i) 65,050,367 shares of the Companys new Common Stock to holders of the Companys Old Common Stock as of March 15, 2021,
(ii) 247,768,962 shares of Series A Preferred St
ock to the Centerbridge Investors, the Oaktree Investors and certain other investors and parties, including in connection with committed direct equity investments in the amount of $668.8 million
in cash and the consummation of a rights offering for $632 million backstopped on a fully committed basis and (iii) 834,800,000 shares of Series B Preferred Stock to Honeywell, in consideration for a global settlement of its outstanding claims
against the Company.
The shares of Common Stock issued pursuant to the Plan were issued in reliance upon the exemption from the
registration requirements of the Securities Act, provided by section 1145 of the Bankruptcy Code, or, only to the extent such exemption under section 1145 of the Bankruptcy Code is not available, Section 4(a)(2) of the Securities Act and the
safe harbor contained in Regulation D thereunder.
The shares of Series A Preferred Stock issued pursuant to the Plan were issued in
reliance upon the exemption from the registration requirements of the Securities Act, provided by section 1145 of the Bankruptcy Code, or, only to the extent such exemption under section 1145 of the Bankruptcy Code is not available,
Section 4(a)(2) of the Securities Act and the safe harbor contained in Regulation D thereunder. Shares of Series A Preferred Stock are also convertible into Common Stock at any time at the option of the holder, effective on January 1,
April 1, July 1 and October 1 in each year, or on the third business day prior to the date of redemption of the outstanding shares of the Series A Preferred Stock as described in the following sentence. The Company may, at its
election, redeem all but not less than all of the outstanding shares of Series A Preferred Stock (i) at any time following the date which is six years after the Effective Date or (ii) in connection with the consummation of a Change of
Control (as defined in the Series A Certificate of Designations), in either case for a cash purchase price equal to $5.25 per share plus cumulative unpaid preference dividends (whether or not authorized or declared) as of the redemption date.
The shares of Series B Preferred Stock issued pursuant to the Plan were issued in reliance upon the exemption from the registration
requirements of the Securities Act, provided by section 1145 of the Bankruptcy Code, or, only to the extent such exemption under section 1145 of the Bankruptcy Code is not available, Section 4(a)(2) of the Securities Act and the safe harbor
contained in Regulation D thereunder.
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The above information was disclosed in a filing to the SEC. To see the filing, click here.
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