- Company enters into a definitive agreement with KPS to serve as
stalking horse bidder to purchase the business for $2.1 billion,
subject to adjustment
- Company voluntarily files for Chapter 11 protection, with
support of holders of approximately 61% of its outstanding senior
secured debt, to address balance sheet issues and facilitate the
purchase
- Company seeks court approval for $250 million
debtor-in-possession financing facility to bolster liquidity
position
- Company expects to operate without interruption, including
serving its customers and continued partnerships with its valued
suppliers in the ordinary course of business
Garrett Motion Inc. (“Garrett” or the “Company”) (NYSE: GTX)
today announced that it has entered into an agreement with KPS
Capital Partners, LP (“KPS”) with respect to a potential purchase
of its business and commenced voluntary Chapter 11 cases with the
United States Bankruptcy Court for the Southern District of New
York in order to implement the purchase.
In connection with its reorganization, the Company has entered
into a Restructuring Support Agreement with holders of
approximately 61% of the Company’s outstanding senior secured debt
as of the date of the chapter 11 filing and is seeking Court
approval of $250 million of debtor-in-possession financing,
arranged by Citigroup. The proceeds of the new financing, which is
subject to Court approval and the satisfaction of other conditions
precedent, will supplement cash flow from ongoing operations and
bolster the Company’s liquidity position during the Chapter 11
cases.
KPS is a leading global private equity firm with a demonstrated
track record of successfully investing in the automotive and
transportation industries and well known to global automotive OEMs.
KPS, with approximately $11.5 billion of assets under management,
works to advance the strategic position, competitiveness and
profitability of its investments to create world-class,
industry-leading companies. Garrett believes KPS will provide the
strategic and financial support to enable the Company to accelerate
the development of cutting-edge technologies and solutions in
highly engineered turbocharger, electric-boosting and connected
vehicle technologies critical to the automotive industry’s future
vehicle development.
The KPS stalking horse transaction agreement is subject to
higher or better offers in the bankruptcy case. Closing of the
transaction is subject to customary regulatory approvals, as well
as court approval and other customary conditions.
Olivier Rabiller, President and Chief Executive Officer of
Garrett, said, “Although the fundamentals of our business are
strong and we have continued to try to develop our business
strategy, the financial strains of the heavy debt load and
liabilities we inherited in the spin-off from Honeywell - all
exacerbated by COVID-19 - have created a significant long-term
burden on our business.”
“This proposed transaction will provide a capital structure and
institutional support to ensure our long-term viability and set the
foundation for the next phase of Garrett’s growth. Our goal is to
emerge from this process in early 2021 with a strengthened
financial position, new and supportive ownership, and renewed
energy and resources to continue to provide exceptional service to
our customers, be a strong and reliable partner to our suppliers
and other stakeholders, and act as a stable and desirable employer.
I look forward to continuing to work with Garrett’s talented team
and serving our customers with our advanced technologies,” Rabiller
said.
Throughout the process, Garrett expects to operate without
interruption, including providing customers with the same
high-quality products and services they expect and continued
partnerships with its valued suppliers in the ordinary course of
business.
Additional Information on the Proposed Transaction
The Company anticipates emerging from the Chapter 11 and
completing the sale process in early 2021. Upon the closing of the
transaction, Garrett will operate as a private company.
Morgan Stanley & Co. LLC and Perella Weinberg Partners are
serving as financial advisors, Sullivan & Cromwell LLP and
Quinn Emanuel Urquhart & Sullivan LLP are serving as legal
advisors, and AlixPartners are serving as restructuring advisor to
Garrett Motion. UBS Investment Bank and Credit Suisse are serving
as financial advisors and Davis Polk & Wardwell LLP is serving
as legal advisor to KPS.
Court filings and other documents related to the Chapter 11
process are available at http://www.kccllc.net/garrettmotion or by
calling the Company’s claims agent, KCC, at 866-812-2297 (U.S.
toll-free) or +800 3742 6170 (international toll-free) or sending
an email to Garrettinfo@kccllc.com.
Forward-Looking Statements
This press release contains “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 we or our
management intend, expect, project, believe or anticipate will or
may occur in the future are forward-looking statements including
without limitation our statements regarding our Chapter 11 process.
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, 2019, as updated by our
quarterly report on Form 10-Q for the period ended June 30, 2020,
as well as our other filings with the Securities and Exchange
Commission, under the headings “Risk Factors” and “Cautionary
Statement Concerning 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 from those
envisaged by our forward-looking statements.
About Garrett Motion Inc.
Garrett Motion is a differentiated technology leader, serving
customers worldwide for more than 65 years with passenger vehicle,
commercial vehicle, aftermarket replacement and performance
enhancement solutions. Garrett’s cutting-edge technology enables
vehicles to become safer, and more connected, efficient and
environmentally friendly. Our portfolio of turbocharging, electric
boosting and automotive software solutions empowers the
transportation industry to redefine and further advance motion. For
more information, please visit www.garrettmotion.com.
About KPS Capital Partners, LP
KPS, through its affiliated management entities, is the manager
of the KPS Special Situations Funds, a family of investment funds
with over $11.5 billion of assets under management (as of June 30,
2020). For over two decades, the Partners of KPS have worked
exclusively to realize significant capital appreciation by making
controlling equity investments in manufacturing and industrial
companies across a diverse array of industries, including basic
materials, branded consumer, healthcare and luxury products,
automotive parts, capital equipment and general manufacturing. KPS
creates value for its investors by working constructively with
talented management teams to make businesses better, and generates
investment returns by structurally improving the strategic
position, competitiveness and profitability of its portfolio
companies, rather than primarily relying on financial leverage. The
KPS Funds’ portfolio companies have aggregate annual revenues of
approximately $7.7 billion, operate 146 manufacturing facilities in
26 countries, and have approximately 26,000 employees, directly and
through joint ventures worldwide. The KPS investment strategy and
portfolio companies are described in detail at www.kpsfund.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20200920005074/en/
Garrett Motion: Michael Cimini Garrett Motion Inc. T:
973.216.3986 Michael.Cimini@garrettmotion.com
Arielle Patrick Edelman T: 917.624.3004
arielle.patrick@edelman.com
KPS: David Wells or Catherine Johnson Prosek Partners T:
646.818.9287
Garrett Motion (NYSE:GTX)
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