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