0000899243-23-015069.txt : 20230609 0000899243-23-015069.hdr.sgml : 20230609 20230609071746 ACCESSION NUMBER: 0000899243-23-015069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230606 FILED AS OF DATE: 20230609 DATE AS OF CHANGE: 20230609 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD Corp /ON/ CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231003863 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. DATE OF NAME CHANGE: 20051116 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231003859 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231003860 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAM Partners Trust CENTRAL INDEX KEY: 0001861643 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231003862 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-2621 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231003864 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atlas OCM Holdings, LLC CENTRAL INDEX KEY: 0001790787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231003861 BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT, L.P. STREET 2: 333 S. GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Phoenix Investment Fund, L.P. CENTRAL INDEX KEY: 0001815055 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231003858 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Garrett Motion Inc. CENTRAL INDEX KEY: 0001735707 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 824873189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: LA PIECE 16 CITY: ROLLE STATE: V8 ZIP: 1180 BUSINESS PHONE: 41-21-695-3000 MAIL ADDRESS: STREET 1: LA PIECE 16 CITY: ROLLE STATE: V8 ZIP: 1180 FORMER COMPANY: FORMER CONFORMED NAME: Garrett Transportation Systems Inc. DATE OF NAME CHANGE: 20180327 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-06 0 0001735707 Garrett Motion Inc. GTX,GTXAP 0001407181 OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001001085 BROOKFIELD Corp /ON/ 181 BAY STREET, SUITE 100, BROOKFIELD PLACE TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001861643 BAM Partners Trust 181 BAY STREET, SUITE 100, BROOKFIELD PLACE TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001790787 Atlas OCM Holdings, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001815055 Oaktree Phoenix Investment Fund, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0 Common Stock 2023-06-06 4 A 0 774354 8.177 A 8448888 I See footnotes Common Stock 2023-06-06 4 A 0 2831513 8.177 A 28259811 I See footnotes Common Stock 2023-06-06 4 A 0 102728 8.177 A 1023308 I See footnotes Series A Cumulative Convertible Preferred Stock 5.25 2023-06-06 4 D 0 7418669 8.177 D Common Stock 7418669 6955912 I See footnotes Series A Cumulative Convertible Preferred Stock 5.25 2023-06-06 4 D 0 27127173 8.177 D Common Stock 27127173 25428298 I See footnotes Series A Cumulative Convertible Preferred Stock 5.25 2023-06-06 4 D 0 984182 8.177 D Common Stock 984182 920580 I See footnotes On April 12, 2023, Garret Motion Inc. (the "Company") entered into a Transaction Agreement (the "Transaction Agreement") with Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings"), OCM Opps GTM Holdings LLC ("GTM Holdings"), Oaktree Phoenix Investment Fund LP ("Phoenix") and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. The transactions being reported on this Form 4 were consummated pursuant to the Transaction Agreement and are exempt transactions pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as may be amended. These shares of the Company's common stock, $0.001 par value per share ("Common Stock") and the Series A Cumulative Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock") are beneficially owned by Oaktree Capital Management, L.P. ("Management"), GTM Holdings and Phoenix as a result of being the investment managers of certain private investment funds that directly hold Common Stock and Series A Preferred Stock, including VOF Holdings, Oaktree Value Opportunities Fund GP, L.P. ("VOF GP"), as general partner of VOF Holdings, Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd."), as general partner of VOF GP, Oaktree Fund GP, LLC ("Fund GP"), as manager of GTM Holdings, Oaktree Fund GP I, L.P. ("GP I"), as managing member of Fund GP, Oaktree Capital I, L.P. ("Capital I"), as general partner of GP I, OCM Holdings I, LLC ("Holdings I"), (Continued from Footnote 2) as general partner of Capital I and holder of limited partnership interests in Capital I, Oaktree Holdings LLC ("Holdings"), as managing member of Holdings I, Oaktree Capital Management GP, LLC ("Management GP"), as general partner of Management, Atlas OCM Holdings LLC ("Atlas"), as managing member of Management GP, Oaktree Capital Group, LLC ("OCG"), as managing member of Holdings, Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of each of OCG and Atlas, Brookfield Corporation ("BC"), as indirect owner of the class A units of OCG, and BAM Partners Trust (the "BAM Partnership"), as sole owner of the Class B Limited Voting Shares of BC. BAM Class B Partners Inc. ("BAM Partners") is the trustee of the BAM Partnership. (Continued from Footnote 3) Brookfield Asset Management ULC as indirect owner of Class A units of Atlas OCM Holdings, LLC, Oaktree Phoenix Investment Fund GP, L.P. and Oaktree Phoenix Investment Fund GP Ltd. as general partners of Phoenix. Such entities expressly disclaim beneficial ownership of the shares held of record by VOF Holdings, GTM Holdings and Phoenix, except to the extent of any proportionate pecuniary interest therein. Each share of Series A Preferred Stock is convertible into one share of Common Stock pursuant to the terms of that certain Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock of the Company, dated as of June 6, 2023. This Form 4 is being filed jointly by the Reporting Persons. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any or all of the equity securities covered by this Form 4. OAKTREE HOLDINGS LLC, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 2023-06-08 ATLAS OCM HOLDINGS LLC, By: Oaktree New Holdings, LLC, Its Member, By: /s/ Henry Orren, Title: Senior Vice President 2023-06-08 OAKTREE CAPITAL GROUP LLC, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 2023-06-08 OAKTREE CAPITAL GROUP HOLDINGS GP LLC, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 2023-06-08 BROOKFIELD CORPORATION, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory 2023-06-08 BAM PARTNERS TRUST., By: BAM Class B Partners, Inc, Its Trustee, By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary 2023-06-08 OAKTREE PHOENIX INVESTMENT FUND LP, By: Oaktree Phoenix Investment Fund GP, L.P., Its: GP, By: Oaktree Phoenix Investment Fund GP, Ltd, Its: GP, By: Oaktree Capital Management, L.P., Its: Dir, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior VP 2023-06-08