Amended Statement of Beneficial Ownership (sc 13d/a)

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

718,622 (1)

Shared voting power

None

Sole dispositive power

718,622 (1)

Shared dispositive power

None

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

October 13, 2020

(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 17 Pages

Exhibit Index Appears on Page 19


	SCHEDULE 13D
CUSIP No. 366505105		Page 2 of 17 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

(1)	In its capacity as the direct owner of 718,622 shares of common stock, par value $0.001 per share of the Company (“Common Stock”).

(2)	All calculations of percentage ownership herein are based on a total of 75,635,938 shares of Common Stock issued and outstanding as of July 27, 2020, as reported on the Form 10-Q filed with the SEC by the Company on July 30, 2020.


	SCHEDULE 13D
CUSIP No. 366505105		Page 3 of 17 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

(1)	Solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.


	SCHEDULE 13D
CUSIP No. 366505105		Page 4 of 17 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

(1)	Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.


	SCHEDULE 13D
CUSIP No. 366505105		Page 5 of 17 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Opportunities Fund Xb Holdings (Delaware), 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

(1)	In its capacity as the direct owner of 2,874,489 shares of Common Stock.


	SCHEDULE 13D
CUSIP No. 366505105		Page 6 of 17 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

(1)	Solely in its capacity as the general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.


	SCHEDULE 13D
CUSIP No. 366505105		Page 7 of 17 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

(1)	Solely in its capacity as the managing member of Oaktree Fund GP, LLC and the sole shareholder of Oaktree Value Opportunities Fund GP Ltd.


	SCHEDULE 13D
CUSIP No. 366505105		Page 8 of 17 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

(1)	Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.


	SCHEDULE 13D
CUSIP No. 366505105		Page 9 of 17 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

(1)	Solely in its capacity as the general partner of Oaktree Capital I, L.P.


	SCHEDULE 13D
CUSIP No. 366505105		Page 10 of 17 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

(1)	Solely in its capacity as the managing member of OCM Holdings I, LLC.


	SCHEDULE 13D
CUSIP No. 366505105		Page 11 of 17 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

(1)	Solely in its capacity as the sole director of Oaktree Value Opportunities Fund GP Ltd.


	SCHEDULE 13D
CUSIP No. 366505105		Page 12 of 17 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

(1)	Solely in its capacity as the general partner of Oaktree Capital Management, L.P.


	SCHEDULE 13D
CUSIP No. 366505105		Page 13 of 17 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

(1)	Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.


	SCHEDULE 13D
CUSIP No. 366505105		Page 14 of 17 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

(1)	Solely in its capacity as the managing member of Oaktree Holdings, LLC.


	SCHEDULE 13D
CUSIP No. 366505105		Page 15 of 17 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

(1)	Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.


	SCHEDULE 13D
CUSIP No. 366505105		Page 16 of 17 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

(1)	Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.


	SCHEDULE 13D
CUSIP No. 366505105		Page 17 of 17 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Partners Limited
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

(1)	Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management, Inc.

Item 1. Security and Issuer.

This Amendment No. 1 amends the Schedule 13D filed on October 5, 2020 (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 filed on October 5, 2020.

Item 4. Purpose of Transaction

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

Oaktree Capital Management, L.P., Centerbridge Partners, L.P., (together with Oaktree Capital Management, L.P., the “Plan Sponsors”) and Honeywell International Inc. (“Honeywell”) have entered into a Coordination Agreement (including the term sheet attached thereto, the “ Coordination Agreement”) in anticipation of submitting an alternative proposal for a plan of reorganization (the “Plan”) to the Debtors (as defined in the Coordination Agreement). In arriving at the terms for the Plan set forth in the Coordination Agreement, the Plan Sponsors engaged in discussions with other potential investors, which discussions remain ongoing. Such discussions, and/or discussions with other parties, may result in amendments to the Coordination Agreement and/or the addition of other parties thereto.

Under the Coordination Agreement, (i) the Plan Sponsors have agreed to offer to provide a new money debtor-in-possession term loan facility in a principal amount of up to $250 million (the “DIP Facility”), on terms set forth in a new credit agreement and (ii) the reorganized Company shall issue shares of Convertible Series A Preferred Stock (the “Convertible Series A Preferred Stock”) at a purchase price of up to approximately $1.15 billion in the aggregate.

The Plan contemplates, among other things:

•

payment in full in cash of the Debtors’ debtor in possession financing that remains outstanding;

•

the payment in full in cash of all outstanding principal and accrued interest under the Debtors’ senior secured credit facility at the contractual non-default rate to the Effective Date;

•

(a) if holders of at least 66 2/3% in amount of all Senior Notes Claims (as defined in the Coordination Agreement) execute the Coordination Agreement, the payment in full in cash of all outstanding principal and accrued interest under the Debtors’ 5.125% senior notes due 2026 (the “Senior Notes”) at the contractual non-default rate to the date of the Debtors’ chapter 11 filing; or (b) if holders of at least 66 2/3% in amount of all Senior Notes Claims do not execute the Coordination Agreement, at the option of the Plan Sponsors (i) the reinstatement of the Senior Notes, or (ii) such other treatment rendering the Senior Notes unimpaired;

•

in full and final satisfaction and in exchange for each claim of Honeywell arising under that certain Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc., and Honeywell and that certain Indemnification Guarantee Agreement, dated as of September 27, 2018, by and among Honeywell ASASCO 2 Inc., as payee, Garrett ASASCO Inc., as payor, and certain subsidiary guarantors as defined therein (collectively, the “Indemnification Agreements”) and that certain Tax Matters Agreement by and among Garrett, Honeywell, Honeywell ASASCO Inc., and Honeywell ASASCO 2 Inc. (the “Tax Matters Agreement”), Honeywell shall receive: (a) an initial payment of $275 million in cash on the Effective Date (the “Initial Payment”); and (b) new series B preferred stock of the reorganized Company, which shall provide for $1.175 billion in total payments to Honeywell through December 31, 2034, unless repaid earlier on the terms and conditions set forth in the term sheet;

•

(a) the payment in full in cash of all allowed general unsecured claims against the Debtors, (b) the reinstatement of such claims, or (c) such other treatment rendering such claims unimpaired; and

•

the reinstatement of the Common Stock.

The Coordination Agreement may be terminated upon the occurrence of certain events set forth in the Coordination Agreement.

The foregoing description of the Coordination Agreement is a summary only and is qualified in its entirety by the terms and conditions of the Coordination Agreement, which is filed as Exhibit II attached hereto.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to include the following:

The information set forth in Item 4 above is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to include the following:


Exhibit		Description

II		Coordination Agreement by and among the parties identified therein.

Schedule 13D

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: October 16, 2020


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:		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:		Vice President

OAKTREE VALUE OPPORTUNITIES FUND GP LTD.

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

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

OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P.

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


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:		Vice President

OCM HOLDINGS I, LLC

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

OAKTREE HOLDINGS, LLC

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

OAKTREE CAPITAL MANAGEMENT, L.P.

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

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:		Vice President


ATLAS OCM HOLDINGS, LLC

By:		Oaktree New Holdings, LLC
Its:		Member

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

OAKTREE CAPITAL GROUP, LLC

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

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

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

BROOKFIELD ASSET MANAGEMENT INC.

By:		/s/ Justin Beber
Name:		Justin Beber
Title:		Chief Legal Officer

PARTNERS LIMITED

By:		/s/ Brian D. Lawson
Name:		Brian D. Lawson
Title:		Director