SEC Filing | Garrett Motion

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

None

Sole dispositive power

0

Shared dispositive power

None

View:

Download DOC

Download PDF

Download XLS

SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 10)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Garrett Motion Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

366505105

(CUSIP Number)

Todd E. Molz

General Counsel, Chief Administrative Officer & Managing Director

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28^th Floor

Los Angeles California 90071

(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 30, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 21 Pages

SCHEDULE 13D


CUSIP No. 366505105				Page 2 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Value Opportunities Fund Holdings, L.P.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO (See Item 3)
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 3 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Value Opportunities Fund GP, L.P.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Cayman Islands

SCHEDULE 13D


CUSIP No. 366505105				Page 4 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Value Opportunities Fund GP Ltd.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Cayman Islands

SCHEDULE 13D


CUSIP No. 366505105				Page 5 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OCM Opps GTM Holdings, LLC
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) OO (See Item 3)
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 6 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Fund GP, LLC
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 7 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Fund GP I, L.P.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 8 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Capital I, L.P.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 9 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OCM Holdings I, LLC
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 10 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Holdings, LLC
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 11 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Capital Management, L.P.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 12 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Capital Management GP, LLC
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 13 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Atlas OCM Holdings, LLC
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 14 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Capital Group, LLC
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 15 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Capital Group Holdings GP, LLC
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Delaware

SCHEDULE 13D


CUSIP No. 366505105				Page 16 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brookfield Asset Management Inc.
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Ontario, Canada

SCHEDULE 13D


CUSIP No. 366505105				Page 17 of 21 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BAM Partners Trust
2		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3		SEC use only
4		Source of funds (see instructions) Not applicable
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization Ontario, Canada


				Page 18 of 21 Pages

Item 1.

Security and Issuer.

This Amendment No. 10 amends the Schedule 13D filed on October 5, 2020 and amended by Amendment No. 1 to Schedule 13D filed on October 16, 2020, Amendment No. 2 to Schedule 13D filed on October 20, 2020, Amendment No. 3 to Schedule 13D filed on November 4, 2020, Amendment No. 4 to the Schedule 13D filed on November 17, 2020, Amendment No. 5 filed on December 23, 2020, Amendment No. 6 filed on January 12, 2021, Amendment No. 7 filed on January 27, 2021, Amendment No. 8 filed on February 19, 2021 and Amendment No. 9 filed on March 15, 2021 (as amended, the “Schedule 13D”). The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the “Common Stock”), of Garrett Motion Inc., a Delaware corporation (the “Company”), which has its principal executive office at La Pièce 16 Rolle, Switzerland. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to include the following:

On April 30, 2021, the Company’s plan of reorganization became effective which automatically terminated the Second Amended and Restated Plan Support Agreement. Upon the effective date of the plan of reorganization, all then outstanding shares of Common Stock were cancelled. As a result, on April 30, 2021, each of the Reporting Persons ceased to be the beneficial owner of any shares of Common Stock, and instead acquired beneficial ownership of newly issued securities in the reorganized Company.

Item 5.

Interest in Securities of the Issuer

As of the date of this statement, each of the Reporting Persons own zero (0) shares of Common Stock.

Not applicable.

During the past 60 days, none of the Reporting Persons has effected any transactions in the Common Stock.

No person (other than the Reporting Persons) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

On April 30, 2021, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding shares of Common Stock. As such, the filing of this Amendment No. 10 represents the final amendment to the Schedule 13D.

SCHEDULE 13D


				Page 19 of 21 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

DATED: May 4, 2021


OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.

By:		Oaktree Value Opportunities Fund GP, L.P.
Its:		General Partner

By:		Oaktree Value Opportunities Fund GP Ltd.
Its:		General Partner

By:		Oaktree Capital Management, L.P.
Its:		Director

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Senior Vice President

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
Name:		Henry Orren
Title:		Senior Vice President

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


OCM OPPS GTM HOLDINGS, LLC

By:		Oaktree Fund GP, LLC
Its:		General Partner
By:		Oaktree Fund GP I, L.P.

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Authorized Signatory


				Page 20 of 21 Pages


OAKTREE FUND GP, LLC

By:		Oaktree Fund GP I, L.P.
Its:		Managing Member

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Authorized Signatory

OAKTREE FUND GP I, L.P.

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Authorized Signatory

OAKTREE CAPITAL I, L.P.

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Senior Vice President

OCM HOLDINGS I, LLC

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Senior Vice President

OAKTREE HOLDINGS, LLC

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Senior Vice President

OAKTREE CAPITAL MANAGEMENT, L.P.

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Senior Vice President


				Page 21 of 21 Pages


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

ATLAS OCM HOLDINGS, LLC

By:		Oaktree New Holdings, LLC
Its:		Member

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Senior Vice President

OAKTREE CAPITAL GROUP, LLC

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Senior Vice President

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

By:		/s/ Henry Orren
Name:		Henry Orren
Title:		Senior Vice President

BROOKFIELD ASSET MANAGEMENT INC.

By:		/s/ Kathy Sarpash
Name:		Kathy Sarpash
Title:		Senior Vice President Legal & Regulatory

BAM PARTNERS TRUST
By: Its:		BAM Class B Partners Inc. Trustee

By:		/s/ Kathy Sarpash
Name:		Kathy Sarpash
Title:		Secretary