Business Context and Reporting Period
This Form 8-K Current Report from Garrett Motion Inc. (GTX) covers events occurring on September 30, 2021. The filing details corporate governance changes, amendments to preferred stock terms, and the listing of new securities.
Key Financial Metrics
This filing does not contain operational financial results such as revenue, profit, cash flow, or margins. The only specific financial metric disclosed relates to the capital structure of the Series B Preferred Stock:
- Series B Preferred Stock Redemption Target: The Company is required to redeem shares such that the Present Value of remaining outstanding shares equals $400,000,000.
Material Changes
Board of Directors Change
Effective September 30, 2021, Darius Adamczyk was replaced as Honeywell's designee on the Board of Directors by Tina Pierce, Vice President and CFO of Honeywell's Performance Materials and Technologies segment. Ms. Pierce is eligible for a pro-rated grant of restricted stock units.
Amendment to Series B Preferred Stock
The Company filed an Amended and Restated Certificate of Designations for its Series B Preferred Stock, effective October 1, 2021. Key changes include:
- Planned Partial Early Redemption: The Company must redeem shares on or before March 31, 2022, to reduce the Present Value of outstanding shares to $400 million, subject to legal availability of funds.
- Holder Put Right Restriction: Holders cannot exercise their right to require redemption until after December 31, 2022, unless the Planned Partial Early Redemption fails to occur by March 31, 2022.
Series A Preferred Stock Listing
Nasdaq approved the listing of the Company's Series A Cumulative Convertible Preferred Stock. Trading is expected to commence on October 1, 2021, under the ticker symbol "GTXAP".
Guidance, Outlook, and Risks
The filing contains standard forward-looking statements regarding the anticipated listing of Series A Preferred Stock and the execution of the Series B redemption plan. Management cautions that actual results may differ due to risks described in previous filings (Form 10-K and 10-Q), including uncertainties related to the availability of funds for the planned redemption.
Investor Verification Checklist
- Verify the exact terms of the "Planned Partial Early Redemption" in the attached Amended and Restated Certificate of Designations (Exhibit 3.1).
- Confirm the commencement of trading for Series A Preferred Stock (GTXAP) on Nasdaq on October 1, 2021.
- Review the Company's liquidity position in the most recent Form 10-Q to assess the ability to fund the $400 million Series B redemption target by March 31, 2022.
- Check for any related party transaction disclosures regarding Honeywell, given the new board appointee's role at Honeywell.