0000899243-23-015528.txt : 20230614 0000899243-23-015528.hdr.sgml : 20230614 20230614161116 ACCESSION NUMBER: 0000899243-23-015528 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230612 FILED AS OF DATE: 20230614 DATE AS OF CHANGE: 20230614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231014228 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE FUND GP I, L.P. CENTRAL INDEX KEY: 0001402746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231014223 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 I, L.P. CENTRAL INDEX KEY: 0001403530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231014222 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: OCM HOLDINGS I, LLC CENTRAL INDEX KEY: 0001407178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231014221 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 FORMER NAME: FORMER CONFORMED NAME: OAKTREE HOLDINGS I, LLC DATE OF NAME CHANGE: 20070718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Value Opportunities Fund GP, L.P. CENTRAL INDEX KEY: 0001474239 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231014226 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: OCM Opps GTM Holdings, LLC CENTRAL INDEX KEY: 0001860759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231014220 BUSINESS ADDRESS: STREET 1: 333 S. GRAND AVE., 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 S. GRAND AVE., 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Value Opportunities Fund Holdings, L.P. CENTRAL INDEX KEY: 0001474241 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231014227 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 Fund GP, LLC CENTRAL INDEX KEY: 0001499005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231014224 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 Value Opportunities Fund GP Ltd. CENTRAL INDEX KEY: 0001474240 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231014225 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 Management GP, LLC CENTRAL INDEX KEY: 0001831013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38636 FILM NUMBER: 231014219 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH 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 2023-06-12 0 0001735707 Garrett Motion Inc. GTX,GTXAP 0000949509 OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001474241 Oaktree Value Opportunities Fund Holdings, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001474239 Oaktree Value Opportunities Fund GP, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001474240 Oaktree Value Opportunities Fund GP Ltd. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001499005 Oaktree Fund GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001402746 OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403530 Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001407178 OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001860759 OCM Opps GTM Holdings, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001831013 Oaktree Capital Management GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0 Common Stock 2023-06-12 4 A 0 7681964 A 9174940 I See footnotes Common Stock 2023-06-12 4 A 0 28082484 A 30913997 I See footnotes Common Stock 2023-06-12 4 A 0 1016669 A 1119397 I See footnotes Series A Cumulative Convertible Preferred Stock 5.25 2023-06-12 4 M 0 6955912 D Common Stock 6955912 0 I See footnotes Series A Cumulative Convertible Preferred Stock 5.25 2023-06-12 4 M 0 25428298 D Common Stock 25428298 0 I See footnotes Series A Cumulative Convertible Preferred Stock 5.25 2023-06-12 4 M 0 920580 D Common Stock 920580 0 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 on June 12, 2023 (the "Conversion Date"), pursuant to the Transaction Agreement and the terms of that certain Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock of the Company (the "Certificate of Designations"), dated as of June 6, 2023. On the Conversion Date, each share of Series A Cumulative Convertible Preferred Stock, (continued from footnote 1) par value $0.001 per share ("Series A Preferred Stock") of the Company was automatically converted into one fully-paid, non-assessable share of Company's common stock, $0.001 par value per share ("Common Stock") and each holder of Series A Preferred Stock was deemed to be the holder of record of the Common Stock issuable upon such conversion. Further, in connection with such conversion, the Company is obligated to pay to the holders, including VOF Holdings, GTM Holdings and Phoenix, in respect of each share of Series A Preferred Stock held immediately prior to the Conversion, (i) $0.144375 in cash, and (ii) approximately 0.104379 shares of Common Stock (representing $0.853509 in accrued and unpaid dividends per share of Series A Preferred Stock, (continued from footnote 2) valued at $8.177 per share), subject to adjustments pursuant to the Certificate of Designations to avoid the issuance of fractional shares of Common Stock. The amounts reflected in this Form 4 include both the shares issuable upon conversion as well as the additional shares issuable with respect to accrued and unpaid dividends. Following the Conversion Date, the Reporting Persons no longer own any shares of Series A Preferred Stock. These shares of Common 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, 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"), 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, (continued from footnote 4) 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. 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. On the Conversion Date, each share of Series A Preferred Stock was automatically converted into one share of Common Stock pursuant to the terms of the Certificate of Designations. 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 VALUE OPPORTUNITIES FUND HOLDINGS, L.P. By: Oaktree Capital Management, L.P., Its: Indirect Director, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 2023-06-13 OAKTREE VALUE OPPORTUNITIES FUND GP, L.P., By: Oaktree Value Opportunities Fund GP Ltd., Its General Partner, By: Oaktree Capital Management, L.P., Its: Director, By: /s/ Henry Orren, Title: Senior Vice President 2023-06-13 OAKTREE VALUE OPPORTUNITIES FUND GP LTD., By: Oaktree Capital Management, L.P., Its: Director, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 2023-06-13 OCM OPPS GTM HOLDINGS, LLC., By: Oaktree Fund GP, LLC, Its: General Partner, By: Oaktree Fund GP I L.P., Its: Managing Member, By: /s/ Henry Orren, Name: Henry Orren, Title: Authorized Signatory 2023-06-13 OAKTREE FUND GP, LLC. By: Oaktree Fund GP I, L.P., Its: Managing Member, By:/s/ Henry Orren, Name: Henry Orren, Title: Authorized Signatory 2023-06-13 OAKTREE FUND GP I, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Authorized Signatory 2023-06-13 OAKTREE CAPITAL I, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 2023-06-13 OCM HOLDINGS I, LLC., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 2023-06-13 OAKTREE CAPITAL MANAGEMENT, L.P., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 2023-06-13 OAKTREE CAPITAL MANAGEMENT GP, LLC., By: Atlas OCM Holdings, LLC, Its: Managing Member, By: Oaktree New Holdings, LLC, Its Member, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President 2023-06-13