Filed pursuant to Rule
424(b)(3)
Registration No. 333-256659
PROSPECTUS SUPPLEMENT No. 9
(To Prospectus Dated June 23, 2022)
Garrett Motion Inc.
37,680,203 Shares of Common Stock
219,552,835 Shares of Series A Cumulative Convertible
Preferred Stock
219,552,835 Shares of Common Stock Issuable Upon
Conversion of Series A
Cumulative Convertible Preferred Stock
This prospectus supplement no. 9 supplements the prospectus
dated June 23, 2022 (the “Prospectus”) filed pursuant to the Securities Act of 1933, as amended, by Garrett Motion Inc.
Pursuant to the Prospectus, this prospectus supplement relates to the offer and sale by the selling security holders identified in
the Prospectus of up to (i) 219,552,835 shares of our Series A Cumulative Convertible Preferred Stock (the “Series A Preferred
Stock”), (ii) 37,680,203 shares of our common stock, par value $0.001 per share (the “Common Stock” and together
with the Series A Preferred Stock, the “Securities”) and (iii) 219,552,835 shares of our Common Stock issuable upon
conversion of the Series A Preferred Stock.
This prospectus supplement incorporates into the
Prospectus the information contained in our attached:
|
· |
Current Report on Form 8-K, which was filed with
the Securities and Exchange Commission (“SEC”) on March 8, 2023. |
You should read this prospectus supplement in conjunction
with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the Prospectus
except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus.
This prospectus supplement is not complete without,
and may not be delivered or utilized except in connection with, the Prospectus.
Our Common Stock is quoted on the Nasdaq Global Select
Market (“Nasdaq”) under the symbol “GTX.” Our Series A Preferred Stock is quoted on the Nasdaq under the symbol
“GTXAP”.
Investing in our Securities involves risks. Please
see “Risk Factors” beginning on page 4 of the Prospectus.
Neither the SEC nor any state securities commission
has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary
is a criminal offense.
The date of this prospectus supplement is March 8, 2023.
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): March 8, 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 |
Series
A Cumulative Convertible Preferred Stock, par value $0.001 per share |
|
GTXAP |
|
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 March 8, 2023, the Disinterested Directors Committee
of the Board of Directors of Garrett Motion Inc. (the “Company”) declared the payment of a dividend of $0.17 per share
of the Company’s Series A Cumulative Convertible Preferred Stock, $0.001 par value per share. The dividend will be paid on
April 3, 2023 to shareholders of record as of March 22, 2023.
A copy of the Company’s press release
announcing the dividend is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference
herein.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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: March 8, 2023 |
By: |
/s/ Jerome Maironi |
|
|
Name: |
Jerome Maironi |
|
|
Title: |
Senior Vice President, General Counsel and Corporate Secretary |
|
EXHIBIT 99.1
Garrett Motion Declares
a Cash Dividend on Series A Preferred Stock
ROLLE, Switzerland, March 8, 2022 – Garrett Motion Inc. (Nasdaq:
GTX, GTXAP), a leading differentiated automotive technology provider, today announced that the first quarter dividend for the Series
A 11% PIK Preferred Stock will be made in cash and is in lieu of allowing the first quarter dividend to accrete. On March 8, 2023, the
Disinterested Directors Committee of the Board of Directors of Garrett declared a quarterly cash dividend of $0.17 per share, which will
be paid on April 3, 2023, to holders of record as of the close of business on March 22, 2023.
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 cleaner, more efficient and connected. 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.
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. 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 capital structure. 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 Garrett 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, 2022, 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 from those envisaged by our
forward-looking statements.
# # #
Contacts: |
Media |
|
Investor
Relations |
|
Christophe
Mathy |
|
Eric Birge |
|
+41
786 43 71 94 |
|
+1 734 228 9529 |
|
christophe.mathy@garrettmotion.com |
|
eric.birge@garrettmotion.com |
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