GARRETT MOTION INC. Item 1.01 Entry into Material Definitive Agreement
As previously reported, on
In accordance with the terms of the Plan Support Agreement, on
• The conduct of the Rights Offering by the Company;
• The commitment of each Equity Backstop Party to (i) exercise its rights,
as a stockholder of the Company, to purchase shares of the Series A
Preferred Stock in the Rights Offering and (ii) purchase, on a pro rata
basis (in accordance with percentages set forth in the Equity Backstop
Commitment Agreement), shares of Series A Preferred Stock which were
offered but not subscribed for in the Rights Offering;
• Reimbursement by the Debtors of professional fees and expenses and filing
fees incurred by the Equity Backstop Parties in connection with the
Chapter 11 Cases in an aggregate amount that, together with and inclusive
of amounts to be reimbursed pursuant to the Plan Support Agreement, do
not exceed $25 million prior to the Debtors' emergence from the Chapter
11 Cases; and
• Indemnification by the Debtors of losses, claims, damages, liabilities,
costs and expenses incurred by the Equity Backstop Parties in connection
with the Restructuring Transactions.
The Equity Backstop Commitment Agreement contains customary representations,
warranties and covenants. The Equity Backstop Commitment Agreement is subject to
certain termination events, including, without limitation, (a) by mutual
agreement of the parties, (b) by the Company following an uncured breach of a
representation, warranty or covenant in the Equity Backstop Commitment Agreement
by an
The foregoing description of the Equity Backstop Commitment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Backstop Commitment Agreement, which is furnished as Exhibit 10.1 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
In connection with the Plan Support Agreement, on
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Although the Company intends to pursue the Restructuring Transactions in
accordance with the terms set forth in the Proposed Plan and the Plan Support
Agreement, there can be no assurance that the Proposed Plan will be approved by
the
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.
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
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Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
10.1 Proposed Equity Backstop Commitment Agreement, dated as of
January 22, 2021 , by and among the Debtors, Centerbridge Partners,
L.P. , Oaktree Capital Management, L.P. , and the additional parties
named therein.
99.1 Proposed Debtors' Amended Joint Plan of Reorganization Under Chapter
11 of the Bankruptcy Code, dated January 22, 2021 .
99.2 Proposed Disclosure Statement for Debtors' Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, dated
January 22, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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