April 21, 2023

Milbank Advises Oaktree Capital Management in Agreement with Garett Motion to Transform Its Capital Structure

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Milbank LLP is advising Oaktree Capital Management in connection with its agreement with Garrett Motion Inc. (Nasdaq: GTX, GTXAP) to simplify Garret Motion’s capital structure by converting all outstanding Series A Preferred Stock into a single class of Common Stock. The agreement contemplates the repurchase of approximately US$290 million of Series A Preferred Stock from Oaktree and provides for a reduction in governance rights, as well as lock-up and other agreements. Oaktree will continue as a large shareholder of Garret Motion.

Oaktree is a leading global investment manager specializing in alternative investments with US$170 billion in assets under management. Garrett Motion is a leading provider of differentiated automotive technology, serving customers worldwide for more than 65 years with passenger vehicle, commercial vehicle, aftermarket replacement and performance enhancement solutions.

The repurchase is subject to the satisfaction of certain conditions, including Garrett Motion obtaining new debt funding. The conversion is expected to occur on or about July 3, 2023, subject to the completion of the repurchase from Oaktree and another large shareholder with whom Garret Motion has executed a similar transaction agreement.

The Milbank team was led by Global Corporate partner Scott Golenbock and associates Pragyan Patnaik and Allison Mahoney.