DRS/A 1 filename1.htm DRS/A

Confidential Draft Submission No. 3 submitted to the Securities and Exchange Commission on August 8, 2018.

This draft registration statement has not been publicly filed with the Securities and Exchange Commission.

All information herein remains strictly confidential.

File No.          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

Form 10

 

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g)

OF THE SECURITIES EXCHANGE ACT OF 1934

Garrett Motion Inc.†

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   82-4873189

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification Number)

La Pièce 16, Rolle, Switzerland   1180
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code:

+41 21 695 30 00

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class to be so Registered

  

Name of Each Exchange on
Which Each Class is to be Registered

Common Stock, par value $0.001 per share   New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒  (Do not check if a smaller reporting company)    Smaller reporting company   ☐
     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.  ☐

 

 

 

†

The registrant was formerly named Garrett Transportation Systems Inc. As of June 14, 2018, the registrant changed its name to Garrett Motion Inc.

Confidential Treatment Requested by Garrett Motion Inc.

 

Garrett Motion Inc.

Information Required in Registration Statement

Cross-Reference Sheet between the Information Statement and Items of Form 10

This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement, which is Exhibit 99.1 to this Registration Statement on Form 10.

 

Item No.

   

Name of Item

   

Location in Information Statement

1.    Business    See “Information Statement Summary,” “Business,” “The Spin-Off,” “Capitalization,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Where You Can Find More Information”
1A.    Risk Factors    See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements”
2.    Financial Information    See “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
3.    Properties    See “Business—Properties”
4.    Security Ownership of Certain Beneficial Owners and Management    See “Security Ownership of Certain Beneficial Owners and Management”
5.    Directors and Executive Officers    See “Management”
6.    Executive Compensation    See “Management” and “Compensation Discussion and Analysis”
7.    Certain Relationships and Related Transactions, and Director Independence    See “Risk Factors,” “Management” and “Certain Relationships and Related Party Transactions”
8.    Legal Proceedings    See “Business—Legal Proceedings”
9.    Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters    See “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock”
10.    Recent Sales of Unregistered Securities    See “Description of Our Capital Stock”
11.    Description of Registrant’s Securities to be Registered    See “Description of Our Capital Stock”
12.    Indemnification of Directors and Officers    See “Description of Our Capital Stock” and “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Separation and Distribution Agreement”
13.    Financial Statements and Supplementary Data    See “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Index to Combined Financial Statements” and the financial statements referenced therein
14.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    None
15.    Financial Statements and Exhibits   

(a) Combined Financial Statements

 

See “Index to Combined Financial Statements,” “Unaudited Pro Forma Combined Financial Statements” and the financial statements referenced therein

 

(b) Exhibits

 

See the Exhibit Index of this Registration Statement on Form 10

Confidential Treatment Requested by Garrett Motion Inc.

 

EXHIBIT INDEX

 

Exhibit
Number

   

Exhibit Description

  2.1    Form of Separation and Distribution Agreement between Honeywell International Inc. and the registrant+**
  2.2    Form of Transition Services Agreement between Honeywell International Inc. and the registrant+**
  2.3    Form of Tax Matters Agreement between Honeywell International Inc. and the registrant+**
  2.4    Form of Employee Matters Agreement between Honeywell International Inc. and the registrant+**
  2.5    Form of Intellectual Property Agreement between Honeywell International Inc. and the registrant+**
  2.6    Form of Trademark License Agreement between Honeywell International Inc. and the registrant+**
  2.7    Form of Indemnification and Reimbursement Agreement by and between AlliedSignal Aerospace Service Corp., Honeywell Asia Pacific Inc. and Honeywell International Inc+**
  3.1    Form of Amended and Restated Certificate of Incorporation of the registrant+
  3.2    Form of Amended and Restated By-Laws of the registrant+
10.1    Offer Letter for Olivier Rabiller, dated May 2, 2018+
10.2    Employment Contract for Alessandro Gili, dated May 2, 2018+
10.3    Offer Letter of Daniel Deiro, dated June 1, 2018+
10.4    Offer Letter of Thierry Mabru, dated June 1, 2018+
10.5    Offer Letter of Craig Balis, dated June 1, 2018+
21.1    List of subsidiaries of the registrant*
99.1    Preliminary Information Statement
99.2    Pertinent pages from Honeywell International Inc.’s Proxy Statement, dated March 8, 2018, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934+
99.3    Pertinent pages from the Annual Report of Honeywell International Inc. on Form 10-K for the fiscal year ended December 31, 2017, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934+

 

+  Previously filed.
* To be filed by amendment.
** Certain schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and similar attachments upon request by the U.S. Securities and Exchange Commission.

Confidential Treatment Requested by Garrett Motion Inc.

 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused its Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GARRETT MOTION INC.
By:    
  Name:
  Title:

DATED:                 , 2018