Sec Form 13D Filing - HONEYWELL INTERNATIONAL INC (HON) filing for Garrett Motion Inc. (GTX) - 2020-11-03

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Garrett Motion Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

366505105

(CUSIP Number)

Anne T. Madden

Senior Vice President and General Counsel

Honeywell International Inc.

300 South Tryon Street

Charlotte, North Carolina 28202

(704) 627-6200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 29, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 366505105

 

  (1)    

  Name of reporting person

 

  Honeywell International Inc.

  (2)    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☒

 

  (3)    

  SEC use only

 

  (4)    

  Source of funds (see instructions)

 

  OO

  (5)    

  Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  (6)    

  Citizenship or place of organization

 

  Delaware

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    (7)     

  Sole voting power

 

  2,415,549

  (8)     

  Shared voting power

 

  0

  (9)     

  Sole dispositive power

 

  2,415,549

  (10)     

  Shared dispositive power

 

  0

(11)    

  Aggregate amount beneficially owned by each reporting person

 

  2,415,549

(12)    

  Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

(13)    

  Percent of class represented by amount in Row (11)

 

  3.19%1

(14)    

  Type of reporting person (see instructions)

 

  CO

  

 

1 

All calculations of percentage ownership herein are based on a total of 75,788,279 Shares issued and outstanding as of October 26, 2020, as reported on the Form 10-Q filed with the SEC by the Company on November 2, 2020.


Item 1. Security and Issuer.

This Amendment No. 1 amends the Schedule 13D filed on October 29, 2020 (the “Original Schedule 13D” and, as amended, the “Schedule 13D”). This statement of beneficial ownership on Schedule 13D relates to the shares of common stock, $0.001 par value per share (the “Shares”), of Garrett Motion Inc., a Delaware corporation (the “Company”). According to the Company, the address of its principal executive office is La Pièce 16, Rolle, Switzerland 1180. Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Original Schedule 13D filed on October 29, 2020.

Item 3. Source and Amount of Funds or Other Consideration.

On October 29, October 30, and November 2, 2020, the Reporting Person invested approximately $7,373,621 to purchase additional 1,948,349 Shares. In total, the Reporting Person invested approximately $9,016,614 to purchase 2,415,549 Shares. The Reporting Person used cash on hand to fund such purchases. No borrowed funds were used to purchase the Shares.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended as follows:

On November 2, 2020, the Reporting Person entered into the second amended and restated coordination agreement (the “Second A&R Coordination Agreement”) with the Equity Commitment Parties and certain consenting noteholders named therein (the “Consenting Noteholders”), in anticipation of submitting an alternative proposal for a plan of reorganization (the “Proposed Plan”) to the Company. The Second A&R Coordination Agreement amended and restated the A&R Coordination Agreement entered into by the Reporting Person and the Equity Commitment Parties on October 20, 2020 to provide, in particular, that the Consenting Noteholders shall receive payment in full in cash of (1) all outstanding principal and accrued and unpaid interest under the Company’s 5.125% senior secured notes (the “Senior Notes”) at the contractual non-default rate plus (2) $15 million on account of claims arising under, derived from, or based on the applicable premium (as defined in the relevant indenture). The Proposed Plan has not been approved by the Company and is subject to milestones and conditions that may not occur or be satisfied. As such, there is no assurance that the Proposed Plan will be completed on the terms set forth in the Second A&R Coordination Agreement, or at all.

The foregoing description of the Second A&R Coordination Agreement is qualified in its entirety by the terms and conditions of Second A&R Coordination Agreement, which is filed as Exhibit 99.1 hereto.

The Reporting Person, the Equity Commitment Parties and the Consenting Noteholders (to the extent they own Shares of Common Stock) may be deemed to constitute a group for purposes of Rule 13d-3 under the Act. The Reporting Person reserves the right to act independently and without respect to the other Equity Commitment Parties and the Consenting Noteholders, subject to the Second A&R Coordination Agreement, and to change its plans or proposals at any time, including with respect to any matter set forth in items (a) through (j) of Item 4 of Schedule 13D.

Certain of the other Equity Commitment Parties have filed, and the Reporting Person anticipates that other Equity Commitment Parties and Consenting Noteholders may file additional, separate statements of beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing their required information. The Reporting Person assumes no responsibility for the information contained in any filings by any other person. The Reporting Person expressly disclaims beneficial ownership of any securities beneficially owned or acquired by any other person except to the extent of its pecuniary interest, if any, therein. Based on information provided by the Equity Commitment Parties and the Consenting Noteholders, the Reporting Person believes that the Equity Commitment Parties and the Consenting Noteholders beneficially own in the aggregate 51% of the outstanding Shares as of the date of this statement.

Item 5. Interest in Securities of the Issuer.

(a) The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein.

(b) The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein.

(c) The information set forth in response to Item 3 is incorporated by reference herein. During the past 60 days, the Reporting Person has not effected any transactions in the Shares, except as set forth on Schedule A hereto.

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares set forth above.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 is incorporated by reference into this Item 6.


Item 7. Material to be Filed as Exhibits

The following document is filed as exhibit to this statement:

 

Exhibit 99.1   

Exhibit 99.1: Second Amended and Restated Coordination Agreement, dated November 2, 2020, by and among the parties identified therein.


SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 3, 2020

 

HONEYWELL INTERNATIONAL INC.

By:

 

/s/ Anne T. Madden

Name:

 

Anne T. Madden

Title:

 

Senior Vice President and General Counsel


Transactions in Shares effected by Honeywell International Inc. in the last 60 days

(all purchases and sales effected on the OTC Pink Market)

 

Transaction Date

  

Transaction Type

  

Quantity

  

Price Per Share ($)

10/21/2020

   Buy    2,100    2.76

10/21/2020

   Buy    16,000    2.77

10/21/2020

   Buy    12,500    2.80

10/21/2020

   Buy    2,500    2.84

10/21/2020

   Buy    1,500    2.86

10/21/2020

   Buy    3,000    2.90

10/21/2020

   Buy    15,000    2.91

10/26/2020

   Buy    5,000    3.32

10/26/2020

   Buy    13,000    3.32

10/26/2020

   Buy    3,000    3.33

10/26/2020

   Buy    4,000    3.42

10/26/2020

   Buy    19,600    3.45

10/27/2020

   Buy    5,000    3.35

10/27/2020

   Buy    5,000    3.40

10/27/2020

   Buy    5,000    3.41

10/27/2020

   Buy    10,000    3.46

10/27/2020

   Buy    4,253    3.50

10/27/2020

   Buy    4,000    3.52

10/27/2020

   Buy    11,500    3.54

10/27/2020

   Buy    2,500    3.55

10/27/2020

   Buy    7,500    3.55

10/27/2020

   Buy    23,822    3.55

10/27/2020

   Buy    25,000    3.58

10/27/2020

   Buy    21,425    3.59

10/27/2020

   Buy    100    3.67

10/27/2020

   Buy    1,900    3.68

10/27/2020

   Buy    1,500    3.69

10/27/2020

   Buy    10,000    3.69

10/27/2020

   Buy    11,500    3.70

10/28/2020

   Buy    9,638    3.55

10/28/2020

   Buy    19,568    3.56

10/28/2020

   Buy    700    3.59

10/28/2020

   Buy    35,600    3.60

10/28/2020

   Buy    2,000    3.61

10/28/2020

   Buy    5,000    3.62

10/28/2020

   Buy    9,294    3.63

10/28/2020

   Buy    68,700    3.64

10/28/2020

   Buy    3,000    3.65

10/28/2020

   Buy    43,500    3.66

10/28/2020

   Buy    23,000    3.74

10/29/2020

   Buy    49    3.67

10/29/2020

   Buy    5,000    3.69

10/29/2020

   Buy    25,400    3.70

10/29/2020

   Buy    38,400    3.71

10/29/2020

   Buy    19,951    3.72

10/29/2020

   Buy    600,000    3.73

10/29/2020

   Buy    1,500    3.73

10/29/2020

   Buy    64,000    3.74

10/29/2020

   Buy    45,100    3.74

10/29/2020

   Buy    742,500    3.75

10/29/2020

   Buy    33,100    3.80

10/29/2020

   Buy    25,000    3.84

10/29/2020

   Buy    25,000    3.85


10/29/2020 

   Buy    25,000    3.90

10/29/2020

   Buy    800    3.94

10/29/2020

   Buy    1,600    3.98

10/29/2020

   Buy    22,600    3.99

10/29/2020

   Buy    25,000    4.00

10/30/2020

 &# xA0; Buy    11,183    3.70

10/30/2020

   Buy    51,398    3.75

10/30/2020

   Buy    10,734    3.80

10/30/2020

   Buy    4,500    3.84

10/30/2020

   Buy    35,400    3.85

10/30/2020

   Buy    4,183    3.90

11/2/2020

   Buy    300    3.71

11/2/2020

   Buy    9,000    3.73

11/2/2020

   Buy    4,900    3.73

11/2/2020

   Buy    10,800    3.74

11/2/2020

   Buy    1,000    3.86

11/2/2020

   Buy    5,000    3.89

11/2/2020

   Buy    19,020    3.90

11/2/2020

   Buy    14,000    3.93

11/2/2020

   Buy    5,951    3.95

11/2/2020

   Buy    16,500    3.97

11/2/2020

   Buy    10,700    3.99

11/2/2020

   Buy    33,780    4.00