Sec Form 13D Filing - Brookfield Oaktree Holdings LLC (OAK) filing for Garrett Motion Inc. (GTX) - 2024-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)

 

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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)

 

October 24, 2024

(Date of Event Which Requires Filing of this Statement)

 

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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. ☐

 

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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.

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*      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).

 

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1	NAMES OF REPORTING PERSONS
	Oaktree Value Opportunities Fund Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			9,174,939
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			9,174,939
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,174,939
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.3%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Calculated based on 213,562,312 shares of Issuer common stock (the “Common Stock”) outstanding as of October 18, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 24, 2024.

 

1	NAMES OF REPORTING PERSONS
	OCM Opps GTM Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			30,913,991
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			30,913,991
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	30,913,991
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.5%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Calculated based on 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 24, 2024.

 

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☒
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,294,336
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,294,336
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,294,336
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.8%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based on 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 24, 2024.

 

1	NAMES OF REPORTING PERSONS
	Brookfield Oaktree Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			33,788,480
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			33,788,480
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,788,480
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.8%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based on 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 24, 2024.

 

1	NAMES OF REPORTING PERSONS
	Brookfield Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			33,788,480
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			33,788,480
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,788,480
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.8%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1) Calculated based on 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 24, 2024.

 

1	NAMES OF REPORTING PERSONS
	BAM Partners Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			33,788,480
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			33,788,480
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,788,480
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.8%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1) Calculated based on 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 24, 2024.

 

1	NAMES OF REPORTING PERSONS
	Oaktree Phoenix Investment Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,119,397
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,119,397
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,119,397
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.5%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Calculated based on 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 24, 2024.

 

1	NAMES OF REPORTING PERSONS
	Oaktree Opportunities Fund Xb Holdings (Delaware) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,874,489
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,874,489
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,874,489
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.4%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Calculated based on 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 24, 2024.

 

1	NAMES OF REPORTING PERSONS
	Brookfield Asset Management ULC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,294,336
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,294,336
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,294,336
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.8%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based on 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 24, 2024.

 

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			44,082,816
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			44,082,816
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,082,816
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	20.6%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Calculated based on 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 24, 2024.

 

Explanatory Note:

 

This Amendment No. 6 amends the Schedule 13D filed on May 14, 2021 (the “Original Schedule 13D”), as amended by Amendment No. 1 on April 17, 2023 (the “Amendment No. 1”), Amendment No. 2 on June 9, 2023 (the “Amendment No. 2”), Amendment No. 3 on June 12, 2023 (the “Amendment No. 3”), Amendment No. 4, on October 27, 2023 (the “Amendment No. 4”), Amendment No. 5 on April 25, 2024 (Amendment No. 5” and as further amended by this Amendment No. 6,  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”). Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D, remain unchanged, provided that if any Item amended herein is incorporated by reference into any other Item in the Schedule 13D as previously amended, such incorporation by reference is also amended hereby. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Original Schedule 13D.

 

 

Item 2(e) is hereby amended and restated in its entirety as follows:

 

On September 25, 2024, the SEC accepted an offer by Oaktree Capital Management L.P., an affiliate of the Reporting Persons (including Oaktree Capital Holdings LLC as the sole managing member of the general partner of Oaktree Capital Management L.P.), to resolve an investigation involving Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 13d-2 and 16a-3 thereunder, which require certain investors, like Oaktree, that beneficially own the registered equity securities of a public company to file reports with the SEC of their beneficial ownership in the equity of the company, including changes in their beneficial ownership, within specified timeframes.  Oaktree cooperated immediately and fully with the SEC’s investigation, and, without admitting or denying the SEC’s findings, in a settled proceeding agreed to cease and desist from committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder and to pay a $375,000 penalty.

 

 

Item 5 (a), (b), and (c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a) and (b)

 

The information contained on the cover pages of this Statement is incorporated herein by reference.

 

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 44,082,816 shares of Common Stock, representing approximately 20.6% of the Common Stock outstanding as of the date hereof. All such ownership percentages of the securities reported herein are based upon 213,562,312 shares of Common Stock outstanding as of October 18, 2024, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on October 24, 2024. This Amendment No. 6 is being filed to reflect changes to the percentages previously reported solely as a result of the change in the outstanding shares of Common Stock reported by the Issuer in its Form 10-Q.

 

Oaktree Value Opportunities Fund Holdings, L.P. directly holds 9,174,939 shares of Common Stock and has the sole power to vote and dispose of such shares;

 

OCM Opps GTM Holdings, LLC directly holds 30,913,991 shares of Common Stock and has the sole power to vote and dispose of such shares of Common Stock;

 

Oaktree Phoenix Investment Fund LP directly holds 1,119,397 shares of Common Stock and has the sole power to vote and dispose of such shares;

 

Oaktree Opportunities Fund Xb Holdings (Delaware) LP directly holds 2,874,489 shares of Common Stock and has the sole power to vote and dispose of such shares;

 

Brookfield Oaktree Holdings, LLC, in its capacity as the indirect manager of the BOH Entities, may be deemed to beneficially own the 33,788,480 shares of Common Stock held directly by the BOH Entities;

 

Oaktree Capital Holdings, LLC, in its capacity as the indirect manager of the OCH Entities, may be deemed to beneficially own the 10,294,336 shares of Common Stock held directly by the OCH Entities;

 

Oaktree Capital Group Holdings GP, LLC, in its capacity as the indirect owner of each of Brookfield Oaktree Holdings, LLC and Oaktree Capital Holdings, LLC, may be deemed to beneficially own the aggregate 44,082,816 shares of Common Stock held directly by the BOH Entities and the OCH Entities;

 

Brookfield Corporation, in its capacity as an indirect owner of Brookfield Oaktree Holdings, LLC, may be deemed to beneficially own the 33,788,480 shares of Common Stock held directly by the BOH Entities;

 

BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation, may be deemed to beneficially own the 33,788,480 shares of Common Stock held directly by the BOH Entities; and

 

Brookfield Asset Management ULC, in its capacity as an indirect owner of Oaktree Capital Holdings, LLC, may be deemed to beneficially own the 10,294,336 shares of Common Stock held directly by the OCH Entities.

 

With respect to the shares of Common Stock reported herein, each of the Reporting Persons may be deemed to have shared voting and dispositive power or the shared power to direct the vote and disposition of the shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the shares of Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than each Direct Holder with respect to securities reported as directly held by such Direct Holder.

 

(c)

 

The Reporting Persons have not effected any transactions related to the Common Stock during the past 60 days.

 

 

 

SIGNATURE

 

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