Docoh
Loading...

Centerbridge Credit Partners Master

Filed: 13 May 21, 4:48pm
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Centerbridge Special Credit Partners III-Flex, L.P.

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2021
3. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 3,390,000(1) I See footnotes(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Cumulative Convertible Preferred Stock (2) (2) Common Stock 68,607,182(2) 5.25(2) I See footnotes(3)(4)
1. Name and Address of Reporting Person*
Centerbridge Special Credit Partners III-Flex, L.P.

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Centerbridge Credit Partners Master, L.P.

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Centerbridge Credit Partners Offshore General Partner, L.P.

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Centerbridge Credit Cayman GP, Ltd.

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Centerbridge Credit GP Investors, L.L.C.

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Centerbridge Special Credit Partners General Partner III, L.P.

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCP III Cayman GP Ltd.

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Aronson Jeffrey

(Last) (First) (Middle)
375 PARK AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 11

(City) (State) (Zip)
Explanation of Responses:
1. 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").
2. 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.
3. 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.
4. (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.
Remarks:
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 05/13/2021
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 05/13/2021
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 05/13/2021
CENTERBRIDGE CREDIT GP INVESTORS, L.L.C., /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 05/13/2021
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 05/13/2021
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 05/13/2021
CSCP III CAYMAN GP LTD., /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 05/13/2021
JEFFREY H. ARONSON, /s/ Jeffrey H. Aronson 05/13/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.