Exhibit 99.2
VIA E-MAIL
Board of Directors
Garrett Motion, Inc.
c/o Mr. Olivier Rabiller
Z.A. La Pièce 16
1180 Rolle
Switzerland
Re: In re Garrett Motion, Inc. et al.
To Members of the Board of Directors, Olivier Rabiller and Sean Deason:
As the Board is aware, the Equity Committee has filed a motion to terminate exclusivity to advance a Stand-Alone Plan that the Committee believes is far more democratic and value-maximizing than the COH Plan. Given the circumstances, we feel that, as fiduciaries, we must pursue a transaction that preserves value for all existing shareholders, not one that unnecessarily transfers that value to a small, exclusive group of plan sponsors.
At the Omnibus Hearing on January 26, the counsel for the Debtors and counsel for COH leveled the following criticisms at the Stand-Alone Plan:
| 1. | The lack of a cash-out option |
| 2. | The lack of a convertibility feature on the Atlantic Park Preferred A security |
| 3. | The higher amount of 1L senior secured debt than in the COH Plan |
| 4. | The lack of agreement with Honeywell despite treatment equivalent to the terms proposed in the COH plan |
Notably, no party has claimed that the Stand-Alone Plan does not provide higher and better value for shareholders than the COH Plan. We also maintain our clear position that the sale of control of this Company is neither necessary nor desirable from the standpoint of unconflicted shareholders. We have been in contact with shareholders holding nearly 15 million shares and who likely constitute all shareholders outside of the COH Group other than retail investors: not a single one wants to see the Company sold or favors the COH deal, and all favor the Standalone Plan as the best outcome for shareholders.
Nonetheless, because we are committed to advancing a plan that is in the best interest of all stakeholders, the Equity Committee and Atlantic Park (the “EC Plan Sponsors”) are prepared to consider certain enhancements to the terms of the Stand-Alone Plan to address the expressed concerns. Specifically, the EC Plan sponsors, in exchange for the Debtors’ support, are prepared to modify the terms of the Stand-Alone Plan as follows:
| 1. | While the Equity Committee does not believe that a cash-out option is necessary given the fact that the common stock will remain publicly traded, liquid and not massively diluted by a conversion at $3.50/share, the EC Plan Sponsors would include a cash out provision to allow shareholders to elect cash vs. reinstatement at a value equal to $7.00 per share up to a |