4824-9904-2779 v.8 Andrew G. Dietderich Brian D. Glueckstein Alexa J. Kranzley Benjamin S. Beller SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004-2498 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 Counsel to the Debtors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ____________________________________________ In re GARRETT MOTION INC., et al., 1 Debtors. ____________________________________________ x : : : : : : : x Chapter 11 Case No. 20-12212 (MEW) Jointly Administered DECLARATION OF REGINA SAVAGE IN SUPPORT OF (1) DEBTORS’ OBJECTION TO MOTION OF THE OFFICIAL COMMITTEE OF EQUITY SECURITIES HOLDERS FOR ENTRY OF AN ORDER TERMINATING THE DEBTORS’ EXCLUSIVE PERIODS TO FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES AND (2) DEBTORS’ MOTION FOR AN ORDER (I) AUTHORIZING THE DEBTORS TO ENTER INTO AND PERFORM UNDER (A) THE PLAN SUPPORT AGREEMENT AND (B) THE EQUITY BACKSTOP COMMITMENT AGREEMENT AND (II) GRANTING RELATED RELIEF I, Regina Savage, hereby declare under penalty of perjury: 1. I am a Managing Director at Morgan Stanley & Co. LLC (“MS&Co”), which has its principal offices located at 1585 Broadway, New York, New York 10036, and other offices 1 The last four digits of Garrett Motion Inc.’s tax identification number are 3189. Due to the large number of debtor entities in these Chapter 11 Cases, which are being jointly administered, a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://www.kccllc.net/garrettmotion. The Debtors’ corporate headquarters is located at La Pièce 16, Rolle, Switzerland. 20-12212-mew Doc 876 Filed 02/09/21 Entered 02/09/21 16:03:18 Main Document Pg 1 of 12
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4824-9904-2779 v.8
Andrew G. Dietderich
Brian D. Glueckstein
Alexa J. Kranzley
Benjamin S. Beller
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, NY 10004-2498
Telephone: (212) 558-4000
Facsimile: (212) 558-3588
Counsel to the Debtors
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
____________________________________________
In re
GARRETT MOTION INC., et al.,1
Debtors.
____________________________________________
x
:
:
:
:
:
:
:
x
Chapter 11
Case No. 20-12212 (MEW)
Jointly Administered
DECLARATION OF REGINA SAVAGE IN SUPPORT OF (1) DEBTORS’ OBJECTION
TO MOTION OF THE OFFICIAL COMMITTEE OF EQUITY SECURITIES
HOLDERS FOR ENTRY OF AN ORDER TERMINATING THE DEBTORS’
EXCLUSIVE PERIODS TO FILE A CHAPTER 11 PLAN AND SOLICIT
ACCEPTANCES AND (2) DEBTORS’ MOTION FOR AN ORDER (I) AUTHORIZING
THE DEBTORS TO ENTER INTO AND PERFORM UNDER (A) THE PLAN
SUPPORT AGREEMENT AND (B) THE EQUITY BACKSTOP COMMITMENT
AGREEMENT AND (II) GRANTING RELATED RELIEF
I, Regina Savage, hereby declare under penalty of perjury:
1. I am a Managing Director at Morgan Stanley & Co. LLC (“MS&Co”), which has
its principal offices located at 1585 Broadway, New York, New York 10036, and other offices
1 The last four digits of Garrett Motion Inc.’s tax identification number are 3189. Due to the large number of
debtor entities in these Chapter 11 Cases, which are being jointly administered, a complete list of the Debtors
and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such
information may be obtained on the website of the Debtors’ claims and noticing agent at
http://www.kccllc.net/garrettmotion. The Debtors’ corporate headquarters is located at La Pièce 16, Rolle,
Switzerland.
20-12212-mew Doc 876 Filed 02/09/21 Entered 02/09/21 16:03:18 Main Document Pg 1 of 12
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2012212210209000000000037
Docket #0876 Date Filed: 02/09/2021
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located worldwide. I work out of MS&Co’s offices in Chicago, Illinois. I have been one of the
principal personnel working on MS&Co’s engagement with the above-captioned debtors and
debtors in possession (collectively, the “Debtors”).
2. I hereby submit this declaration (this “Declaration”) (i) in support of the Debtors’
Objection to Motion of the Official Committee of Equity Securities Holders for Entry of an Order
Terminating the Debtors’ Exclusive Periods to File a Chapter 11 Plan and Solicit Acceptances
filed contemporaneously herewith (the “Exclusivity Termination Objection”)2 and (ii) in further
support of the Debtors’ Motion for an Order (I) Authorizing the Debtors to Enter into and Perform
Under (A) the Plan Support Agreement and (B) the Equity Backstop Commitment Agreement and
(II) Granting Related Relief [D.I. 783] (the “PSA/BCA Motion”). Except as otherwise indicated,
all facts set forth in this Declaration are based upon: (i) my personal knowledge, information and
belief, or my opinion based upon experience, knowledge and information concerning the Debtors;
(ii) information learned from my review of relevant documents; and/or (iii) information supplied
by members of the Debtors’ management, employees of MS&Co or its affiliates working directly
with me or under my supervision, direction or control and/or from the Debtors’ other professionals
and advisors. I am authorized to make this Declaration on behalf of MS&Co. If called upon to
testify, I could and would testify competently to the facts set forth in this Declaration.
Qualifications
3. I am a Managing Director within the Global Industrials Group of MS&Co and I
oversee the global automotive and global mobility technologies verticals. I provide industry-
specific insights and knowledge to the Debtors, general advisory and M&A related services and,
2 Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the
Exclusivity Termination Objection.
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along with my team, have driven the marketing process for the Debtors’ assets. MS&Co’s
professionals assisting the Debtors include professionals with specialties in M&A, Global
Industrials and restructuring. I have been employed by MS&Co since 2009. Prior to joining
MS&Co, I worked in investment banking at Goldman Sachs. I hold an MBA and Masters in Public
Policy from Georgetown University, and a BA in International Affairs from George Washington
University. I have more than 15 years of investment banking and financial advisory experience.
4. MS&Co is registered as a broker-dealer with the SEC and in all 50 states, the
District of Columbia, Puerto Rico and the U.S. Virgin Islands. MS&Co is the primary U.S.
broker-dealer subsidiary of Morgan Stanley, a global financial services firm that, through its
subsidiaries and affiliates, provides a wide variety of products and services to a large and
diversified group of clients and customers, including corporations, governments, financial
institutions and individuals. Morgan Stanley is a publicly-traded company based in the U.S. and
listed on the New York Stock Exchange, among other stock exchanges. As of September 30, 2020,
Morgan Stanley had 63,051 employees worldwide.
5. MS&Co is one of the world’s leading investment banking and financial advisory
firms, specializing in providing investment banking, capital markets solutions, mergers and
acquisition (“M&A”) and restructuring advisory services to companies throughout many
industries. In particular, MS&Co is a leading investment bank in the automotive industry with
extensive experience in providing financial, capital markets and M&A advisory services to, and in
transactions involving, automotive and automotive suppliers such as the Debtors. MS&Co and its
professionals have a strong reputation in advising automotive companies on a variety of corporate
finance matters. MS&Co has been involved in over 45 announced automotive M&A transactions
globally valued at approximately $84 billion over the five years prior to August 31, 2020. For
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instance, MS&Co’s M&A professionals are providing or recently have provided financial
advisory, investment banking, and other services for the following auto industry related
companies: Autoliv; Aston Martin; Bosch; Continental; Ford Motor Co.; Geely; General Motors;