20-12212-mew Doc 948 Filed 02/22/21 Entered 02/22/21 14:51:03 Main Document

Docket #0948 Date Filed: 02/22/2021

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
____________________________________________
x
: Chapter 11
In re :
: Case No. 20-12212 (MEW)
GARRETT MOTION INC., et al.,1 :
: Jointly Administered
Debtors. :
:
____________________________________________ x

SUPPLEMENTAL DECLARATION OF DR. FATEN SABRY IN SUPPORT

OF APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION FOR
ENTRY OF AN ORDER AUTHORIZING RETENTION AND EMPLOYMENT
OF NERA ECONOMIC CONSULTING AS AN EXPERT WITNESS

I, Faten Sabry, hereby state as follows:

1. I am a managing director and Chair of Global Securities and Finance at NERA

Economic Consulting (“NERA”). I submit this supplemental declaration (the “Supplemental

Declaration”) in connection with the application of the Debtors to retain and employ NERA as an

expert witness in connection with the Honeywell Claims, nunc pro tunc to the Petition Date [ECF

No. 649] (the “Application”).2 Except as otherwise noted, I have personal knowledge of the

matters set forth herein.

2. The Debtors filed the Application on December 23, 2020. On January 11, 2021,

the Office of the United States Trustee (the “U.S. Trustee”) filed an Objection to the Application

[ECF No. 721] (the “Objection”). On January 26, 2021, the Court held a status conference on the

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.
2
Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Application.

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Application and Objection. The Debtors, NERA, and the U.S. Trustee subsequently agreed on an

alternate form of retention, pursuant to section 363 of the Bankruptcy Code, and an expanded

search to confirm NERA does not have a conflict of interest. I submit this Supplemental

Declaration in furtherance of the parties’ agreement.

3. As stated in the Declaration, NERA is a wholly owned subsidiary of MMC. In

order to resolve the Objection, NERA requested that Oliver Wyman Group (“OWG”), which is

also owned by MMC, conduct a search to confirm that it does not, and has not previously,

represented Honeywell3 in connection with the Honeywell Claims. OWG agreed to conduct the

requested search.

4. OWG has confirmed to me that OWG does not, and has not previously, represented

Honeywell in connection with the Honeywell Claims.

5. NERA believes the scope of this additional search is appropriate under the

circumstances. NERA will not provide the Debtors with any restructuring related services.

NERA’s sole role in these chapter 11 cases is that of an expert witness, which is the same capacity

in which NERA provided services to the Debtors prior to the Petition Date.

6. NERA, moreover, is completely ring-fenced from OWG and all other MMC

entities, including separate operations, networks, computer systems, and client management

systems. The Objection included a chart to show the structure of MMC and NERA’s placement

within that structure, but that chart does not represent a corporate ownership structure. Instead, it

is merely a visual description of the types of work the various MMC entities provide and how they

are reported. Accordingly, NERA is considered part of OWG solely for purposes of classifying

the types of MMC businesses and reporting.

3
A list of all Honeywell entities that were searched is attached hereto as Schedule 1.

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7. NERA’s separateness is especially important based upon the nature of its business,

which focuses on providing expert analysis and advice to complex business and legal challenges.

If the strict ring-fenced procedures were not in place, NERA’s credibility and independence could

be compromised. However, because NERA is considered part of OWG for organizational

purposes, NERA was hopeful that OWG would perform the search for connections with

Honeywell as outlined above. Although NERA could not compel OWG to comply with the

request, OWG did ultimately agree to conduct the requested search.

8. While NERA does not believe that an expanded search was necessary for the

reasons presented, it agreed to ask the other entities within OWG to perform a conflict search in

this specific situation in order to resolve the Objection. NERA believes the scope of search set

forth herein is as broad as it should be based upon the types of services NERA and the other MMC

entities provide. NERA is the only MMC entity that provides consulting and expert witness

services that could possibly be relevant in connection with the Honeywell Claims. Oliver Wyman

(“OW”), which is part of OWG, is an international professional services firm that largely

specializes in global management consulting, brand strategy, and business strategy. This work,

while not litigation focused, does occasionally touch on advising clients in connection with their

relationships with customers or vendors. Accordingly, though still broader than would be

anticipated, NERA has requested that OW perform a conflict search to resolve the Objection.

9. NERA does not believe that a search of other MMC entities is even feasible. While

NERA has some connection to OWG because it is a member of that entity group for organizational

purposes, NERA’s connection with the other MMC entities is limited to having a common owner,

MMC. NERA is confident the other MMC entities are not advising Honeywell in connection with

the Honeywell Action because: (i) Honeywell has already disclosed its expert witnesses and no

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MMC entities are included; and (ii) the nature of the work of other MMC entities (consisting of

insurance brokerage, reinsurance, and human resources services) is wholly unrelated to the issues

in the Honeywell Claims.

10. If I discover additional information that requires disclosure or modification of this

Supplemental Declaration, I will file a supplemental declaration with the Court.

11. By reason of the foregoing, as well as the statements in the Application and

Declaration, I believe NERA is eligible for employment and retention by the Debtors pursuant to

Bankruptcy Code section 363 and the applicable Bankruptcy Rules and Local Rules.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct to the best of my knowledge and belief.

Dated: February 19, 2021 /s/ __Faten Sabry____

Connecticut Dr. Faten Sabry

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Schedule 1

Honeywell Automotive Parts Services (Shanghai) Co., Ltd.

Honeywell Bermuda II, Ltd.
Honeywell Korea Ltd Indonesia Representative Office
Honeywell Transportation Investment (China) Co., Ltd. (New China TS Co)
Honeywell Turbo Technologies (Wuhan) Co., Ltd.
Honeywell Intellectual Properties Inc.
Honeywell International Inc.
Honeywell ASASCO 2 Inc.
Honeywell International Inc.
Honeywell (China) Co., Ltd.
Honeywell Aftermarket Europe S.r.l.
Honeywell Control Systems Limited
Honeywell Garrett Italia Srl
Honeywell GmbH
HONEYWELL INGENIERIA Y TECNOLOGIA AEROSPACIAL DE MEXICO S.
DE R.L. DE C.V.
HONEYWELL INTERNATIONAL INC.
Honeywell International S.à.r.l.
Honeywell Japan Ltd.
Honeywell Limited
Honeywell Technologies Sarl
Honeywell UK Limited
HONEYWELL ASASCO 2 LLC
HONEYWELL ASASCO LLC
Honeywell do Brasil Ltda.
HONEYWELL HOLDINGS INTERNATIONAL INC.