0000899243-23-015526.txt : 20230614
0000899243-23-015526.hdr.sgml : 20230614
20230614161023
ACCESSION NUMBER: 0000899243-23-015526
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: 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: 231014205
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: 231014201
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: 231014202
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: 231014204
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: 231014206
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: 231014203
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: 231014200
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
2023-06-12
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
2023-06-12
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.
(Continued from footnote 1). On the Conversion Date, each share of Series A Cumulative Convertible Preferred Stock, 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
(Continued from footnote 2) (representing $0.853509 in accrued and unpaid dividends per share of Series A Preferred Stock, 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, Atlas OCM Holdings LLC ("Atlas"),
(Continued from footnote 4) 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 HOLDINGS LLC. By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President
2023-06-13
ATLAS OCM HOLDINGS LLC., By: Oaktree New Holdings, LLC, Its Member, By: /s/ Henry Orren, Title: Senior Vice President
2023-06-13
OAKTREE CAPITAL GROUP LLC. By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President
2023-06-13
OAKTREE CAPITAL GROUP HOLDINGS GP LLC., By: /s/ Henry Orren, Name: Henry Orren, Title: Senior Vice President
2023-06-13
BROOKFIELD CORPORATION By:/s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory
2023-06-13
BAM PARTNERS TRUST., By: BAM Class B Partners, Inc. Its Trustee, By: /s/Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary
2023-06-13
OAKTREE PHOENIX INVESTMENT FUND LP, By: Oaktree Phoenix Investment Fund GP, L.P., Its: GP, By: Oaktree Phoenix Investment Fund
2023-06-13
GP, Ltd, Its: GP, By: Oaktree Capital Management, L.P., Its: Dir, By: /s/ Henry Orren, Name: Henry Orren, Title: Senior VP
2023-06-13