Garrett Motion Inc Watch

from 8-K 159 pages Findings of Fact, Conclusions of Law and Order Confirming the Debtors’ Amended Joint Chapter 11 Plan of Reorganization Under Chapter 11 of the Bankruptcy Code

from SC 13D/A 5 pages January 5, 2021 Page 1

from SC 13D 34 pages In Accordance With Section 363 of Title 11 of the United States Bankruptcy Code and the Order (A) Authorizing and Approving Bid Procedures, (B) Authorizing and Approving the Stalking Horse Bid Protections, (C) Scheduling a Sale Hearing, (D) Approving Notice Procedures, and (E) Granting Other Relief [Case No. 20-12212, Ecf No. 282] (The “Bidding Procedures Order”) and the Bidding Procedures Annexed Thereto (The “Bidding Procedures”), and in Furtherance of the Letter, Dated November 20, 2020, Expressing an Indication of Interest, on Behalf of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the Affiliates Thereof (Collectively, the “Investor Group”) We Hereby Submit This Bid Letter Detailing the Terms of a Bid for the Going Concern Financial Restructuring of the Company and Related Debtor Entities (Collectively, the “Debtors”) on the Terms and Subject to the Conditions Outlined Herein (The “Proposed Transaction”). in Accordance With Prior Discussions Between the Debtors, the Investor Group and Their Respective Financial and Legal Advisors, the Following Remains Subject to the Negotiation and Execution of Definitive Documentation (The “Definitive Documentation”) Regarding the Transactions Contemplated by the Term Sheet, as Defined Below. Notwithstanding the Submission of This Letter and the Exhibits Annexed Hereto, the Investor Group Shall Continue Its Efforts to Address Comments and Suggestions of the Debtors and the Official Committee of Equity Interest Holders in an Effort to Build a Consensus and Draw Support From the True Stakeholders in These Chapter 11 Cases

from SC 13D 34 pages In Accordance With Section 363 of Title 11 of the United States Bankruptcy Code and the Order (A) Authorizing and Approving Bid Procedures, (B) Authorizing and Approving the Stalking Horse Bid Protections, (C) Scheduling a Sale Hearing, (D) Approving Notice Procedures, and (E) Granting Other Relief [Case No. 20-12212, Ecf No. 282] (The “Bidding Procedures Order”) and the Bidding Procedures Annexed Thereto (The “Bidding Procedures”), and in Furtherance of the Letter, Dated November 20, 2020, Expressing an Indication of Interest, on Behalf of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the Affiliates Thereof (Collectively, the “Investor Group”) We Hereby Submit This Bid Letter Detailing the Terms of a Bid for the Going Concern Financial Restructuring of the Company and Related Debtor Entities (Collectively, the “Debtors”) on the Terms and Subject to the Conditions Outlined Herein (The “Proposed Transaction”). in Accordance With Prior Discussions Between the Debtors, the Investor Group and Their Respective Financial and Legal Advisors, the Following Remains Subject to the Negotiation and Execution of Definitive Documentation (The “Definitive Documentation”) Regarding the Transactions Contemplated by the Term Sheet, as Defined Below. Notwithstanding the Submission of This Letter and the Exhibits Annexed Hereto, the Investor Group Shall Continue Its Efforts to Address Comments and Suggestions of the Debtors and the Official Committee of Equity Interest Holders in an Effort to Build a Consensus and Draw Support From the True Stakeholders in These Chapter 11 Cases

from SC 13D 35 pages In Accordance With Section 363 of Title 11 of the United States Bankruptcy Code and the Order (A) Authorizing and Approving Bid Procedures, (B) Authorizing and Approving the Stalking Horse Bid Protections, (C) Scheduling a Sale Hearing, (D) Approving Notice Procedures, and (E) Granting Other Relief [Case No. 20-12212, Ecf No. 282] (The “Bidding Procedures Order”) and the Bidding Procedures Annexed Thereto (The “Bidding Procedures”), and in Furtherance of the Letter, Dated November 20, 2020, Expressing an Indication of Interest, on Behalf of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the Affiliates Thereof (Collectively, the “Investor Group”) We Hereby Submit This Bid Letter Detailing the Terms of a Bid for the Going Concern Financial Restructuring of the Company and Related Debtor Entities (Collectively, the “Debtors”) on the Terms and Subject to the Conditions Outlined Herein (The “Proposed Transaction”). in Accordance With Prior Discussions Between the Debtors, the Investor Group and Their Respective Financial and Legal Advisors, the Following Remains Subject to the Negotiation and Execution of Definitive Documentation (The “Definitive Documentation”) Regarding the Transactions Contemplated by the Term Sheet, as Defined Below. Notwithstanding the Submission of This Letter and the Exhibits Annexed Hereto, the Investor Group Shall Continue Its Efforts to Address Comments and Suggestions of the Debtors and the Official Committee of Equity Interest Holders in an Effort to Build a Consensus and Draw Support From the True Stakeholders in These Chapter 11 Cases

from 10-K 44 pages Indemnification and Reimbursement Agreement by and Among Honeywell Asasco Inc., Honeywell Asasco 2 Inc., and Honeywell International Inc. Dated as of September 12, 2018

from 8-K 15 pages Definitions

from 8-K 22 pages Intellectual Property Agreement by and Between Honeywell International Inc. and Garrett Motion Inc. Dated as of September 27, 2018

from 8-K 28 pages Employee Matters Agreement by and Between Honeywell International Inc. and Garrett Motion Inc. Dated as of September 27, 2018

from 8-K 35 pages Transition Services Agreement by and Between Honeywell International Inc. and Garrett Transportation I Inc. Dated as of September 27, 2018

from 8-K 59 pages Separation and Distribution Agreement by and Between Honeywell International Inc. and Garrett Motion Inc. Dated as of September 27, 2018

from 8-K 28 pages Definitions

from 8-K 42 pages Indemnification and Reimbursement Agreement by and Among Honeywell Asasco Inc., Honeywell Asasco 2 Inc., and Honeywell International Inc. Dated as of September 12, 2018

from 10-12B/A 42 pages Indemnification and Reimbursement Agreement by and Among Honeywell Asasco, Inc., Honeywell Asasco 2, Inc., and Honeywell International Inc. Dated as of [•], 2018

from 10-12B 43 pages Indemnification and Reimbursement Agreement by and Among Honeywell Asasco, Inc., Honeywell Asasco 2, Inc., and Honeywell International Inc. Dated as of [•], 2018

from 10-12B 15 pages Definitions

from 10-12B 22 pages Intellectual Property Agreement by and Between Honeywell International Inc. and Garrett Motion Inc. Dated as of , 2018

from 10-12B 28 pages Employee Matters Agreement by and Between Honeywell International Inc. and Garrett Motion Inc. Dated as of [ ], 2018

from 10-12B 28 pages Definitions

from 10-12B 35 pages Transition Services Agreement by and Between Honeywell International Inc. and Garrett Transportation I Inc. Dated as of [ ], 2018