Garrett Motion Inc. Enters Material Definitive Agreement

TL;DR

Garrett Motion signed a big deal, could affect financials.

AI Summary

On May 21, 2024, Garrett Motion Inc. entered into a material definitive agreement related to financial obligations. The company, formerly known as Garrett Transportation Systems Inc., is incorporated in Delaware and headquartered in Rolle, Switzerland.

Why It Matters

This filing indicates a significant financial transaction or commitment by Garrett Motion Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Garrett Motion Inc. (company) — Registrant
• Garrett Transportation Systems Inc. (company) — Former company name
• May 21, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Rolle, Switzerland (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — e on which registered Common Stock, $0.001 par value per share GTX The Nasdaq
• $800.0 million — Company's wholly owned subsidiaries, of $800.0 million in aggregate principal amount of 7.750%
• $800 million — nd, will be used to repay approximately $800 million of term loan indebtedness under the Com
• $30,250,000 — Borrower under the Credit Agreement by $30,250,000 (the " Incremental Revolving Commitment
• $600,000,000 — Commitment ") to an aggregate amount of $600,000,000. The Incremental Revolving Commitment h

Filing Documents

• eh240484338_8k.htm (8-K) — 40KB
• eh240484338_ex0401.htm (EX-4.1) — 1046KB
• eh240484338_ex1001.htm (EX-10.1) — 54KB
• eh240484338_ex1002.htm (EX-10.2) — 100KB
• 0000950142-24-001390.txt ( ) — 1664KB
• gtx-20240521.xsd (EX-101.SCH) — 3KB
• gtx-20240521_lab.xml (EX-101.LAB) — 33KB
• gtx-20240521_pre.xml (EX-101.PRE) — 22KB
• eh240484338_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement General On May 21, 2024, Garrett Motion Inc. (the " Company ") announced today the completion of the previously announced offering by Garrett Motion Holdings Inc. (" GMHI ") and Garrett LX I S. r.l. (" Garrett LX I " and, together with GMHI, the " Issuers "), the Company's wholly owned subsidiaries, of $800.0 million in aggregate principal amount of 7.750% Senior Notes due 2032 (the " 2032 Notes "). The 2032 Notes were issued pursuant to an indenture, dated as of May 21, 2024 (the " Indenture "), among the Issuers, the Company, the subsidiary guarantors party thereto from time to time (together with the Company, the " Guarantors "), and Wilmington Trust, National Association, as trustee (the " Trustee "). The 2032 Notes bear interest at a fixed rate of 7.750% per annum, accruing from May 21, 2024. Interest is payable semiannually in arrears on May 31 and November 30 of each year, commencing on November 30, 2024. The 2032 Notes will mature on May 31, 2032. The 2032 Notes are senior unsecured obligations of the Issuers. The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors. The guarantees are senior unsecured obligations of the Guarantors. The proceeds from the sale of the 2032 Notes, together with cash on hand, will be used to repay approximately $800 million of term loan indebtedness under the Company's senior secured facilities, in accordance with the terms thereof, and to pay related fees and expenses. Redemption The Issuers may redeem some or all of the 2032 Notes at its option prior to May 31, 2027, at a redemption price equal to 100% of the principal amount of the 2032 Notes redeemed, plus a customary "make-whole" premium described in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to May 31, 2027, the Issuers may also redeem up to 40% of the aggregate principal amount of the 2032 N

03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above under the subheading "Amendments to Credit Agreement" is hereby incorporated by reference in response to this Item.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events or developments that we or our management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements including, without limitation, certain statements regarding the 2032 Notes. Although we believe 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 our annual report on Form 10-K for the year ended December 31, 2023, as well as our other filings with the Securities and Exchange Commission, under the headings "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Forward-looking statements are not guarantees of future performance, and actual results, developments, and business decisions may differ materially from those envisaged by our forward-looking statements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Document Description 4.1 Indenture, dated as of May 21, 2024, among Garrett Motion Holdings Inc., Garrett LX I S. r.l., Garrett Motion Inc., the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee. 10.1 Amendment No. 4, dated May 21, 2024, to the Credit Agreement, dated April 30, 2021, among Garrett Motion Inc., Garrett LX I S. r.l., Garrett Motion Holdings, Inc., Garrett Motion Srl, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 10.2 Amendment No. 5, dated May 21, 2024, to the Credit Agreement, dated April 30, 2021, among Garrett Motion Inc., Garrett LX I S. r.l., Garrett Motion Holdings, Inc., Garrett Motion Srl, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 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. By: /s/ Sean Deason Name: Sean Deason Title: Senior Vice President and Chief Financial Officer Date: May 21, 2024

View Full Filing

View this 8-K filing on SEC EDGAR