Current Report Filing (8-k)
June 21 2023 - 4:31PM
Edgar (US Regulatory)
0001735707
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0001735707
2023-06-20
2023-06-20
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): June 20, 2023
GARRETT MOTION INC.
(Exact name of Registrant
as specified in its charter)
Delaware |
1-38636 |
82-4873189 |
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
La
Pièce 16
Rolle,
Switzerland |
1180 |
(Address of Principal Executive Offices) |
(Zip Code) |
+41
21 695
30 00
(Registrant’s telephone
number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Common
Stock, $0.001 par value per share |
|
GTX |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On June 20, 2023,
Garrett Motion Inc. (“we” or the “Company”) completed the final step of the conversion of all shares of our
Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) into shares of
our Common Stock, par value $0.001 per share (the “Common Stock”), in accordance with the terms of the Amended and Restated
Certificate of Designations for the Series A Preferred Stock.
As previously
reported, at approximately 5:00 p.m. New York City time on June 12, 2023, trading of the Series A Preferred Stock on Nasdaq was
suspended and each holder of shares of Series A Preferred Stock as of the conversion was deemed to hold one share of Common Stock for
each share of Series A Preferred Stock then held. On June 20, 2023, all prior holders of Series A Preferred Stock received, in respect
of each share of Series A Preferred Stock held immediately prior to the conversion, a payment in lieu of the accrued and unpaid dividends
on the Series A Preferred Stock through June 30, 2023, plus an additional amount representing
the dividends that would have accrued on the Series A Preferred Stock through September 30, 2023 (collectively, the “Additional
Payment”). In the aggregate, the Additional Payment was comprised of, for each share of Series A Preferred Stock, $0.144375
in cash and approximately 0.104379 shares of Common Stock (representing $0.853509 in accrued and unpaid dividends per share of Common
Stock, valued at $8.177 per share), subject to adjustment to avoid the issuance of fractional shares of Common Stock, totaling approximately
$25,315,149 in cash and 18,301,481 additional shares of Common Stock. As previously disclosed, on June 5, 2023, as part of the consideration
paid in respect of the purchase of approximately $570 million of shares of Series A Preferred Stock from entities related to each of Centerbridge
Partners, L.P. and Oaktree Capital Management, L.P., the Company paid to such entities an aggregate of $10,064,071 in cash and
7,276,036 in shares of Common Stock, which represents the accrued and unpaid dividends and additional amounts that such entities would
have received upon the conversion of the repurchased shares of Series A Preferred Stock (if they had held such shares on the conversion
date).
The Company has approximately 265,574,498 shares of Common Stock outstanding following the completion of these transactions and recent repurchases pursuant to the Company's stock repurchase program.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
GARRETT MOTION INC. |
|
|
|
|
|
Date: June 21, 2023 |
By: |
/s/ Jerome P. Maironi |
|
|
|
Jerome P. Maironi |
|
|
|
Senior Vice President, General Counsel and Corporate Secretary |
|
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