Filing Details

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Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

9,174,940 (1)

Shared voting power

None

Sole dispositive power

9,174,940 (1)

Shared dispositive power

None

Accession Number:: 0001193125-23-166916
Form Type:: 13D Filing
Publication Date:: 2023-06-13 20:00:00

Filed By:: Oaktree Capital Management
Company:: Garrett Motion Inc. (NYSE:GTX)
Filing Date:: 2023-06-14
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Oaktree Value Opportunities Fund Holdings	9,174,940	9,174,940		9,174,940	3.5%
Oaktree Value Opportunities Fund GP	9,174,940	9,174,940		9,174,940	3.5%
Oaktree Value Opportunities Fund GP Ltd	9,174,940	9,174,940		9,174,940	3.5%
OCM Opps GTM Holdings	30,913,997	30,913,997		30,913,997	11.6%
Oaktree Fund GP	33,788,486	33,788,486		33,788,486	12.7%
Oaktree Fund GP I	33,788,486	33,788,486		33,788,486	12.7%
Oaktree Capital I	33,788,486	33,788,486		33,788,486	12.7%
OCM Holdings I	33,788,486			33,788,486	12.7%
Oaktree Holdings	33,788,486	33,788,486		33,788,486	12.7%
Oaktree Capital Management	10,294,337	33,788,486		10,294,337	3.9%
Oaktree Capital Management GP	10,294,337	10,294,337		10,294,337	3.9%
Atlas OCM Holdings	10,294,337	10,294,337		10,294,337	3.9%
Oaktree Capital Group	33,788,486	10,294,337		33,788,486	12.7%
Oaktree Capital Group Holdings GP	44,082,823	33,788,486		44,082,823	16.8%
Brookfield Corporation	33,788,486	44,082,823		33,788,486	12.7%
BAM Partners Trust	33,788,486	33,788,486		33,788,486	12.7%
Oaktree Phoenix Investment Fund	1,119,397	33,788,486		1,119,397	0.4%
Oaktree Opportunities Fund Xb Holdings (Delaware)	2,874,489	1,119,397		2,874,489	1.1%
Brookfield Asset Management ULC	10,294,337	2,874,489		10,294,337	3.9%
Oaktree Phoenix Investment Fund GP	1,119,397	10,294,337	1,119,397	1,119,397	0.4%
Oaktree Phoenix Investment Fund GP Ltd	1,119,397	1,119,397		1,119,397	0.4%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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, 28th Floor

Los Angeles California 90071 (213)

830-6300

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

June 12, 2023

(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 persons 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 28 Pages

SCHEDULE 13D


CUSIP No. 366505105				Page 2 of 28 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 9,174,940 shares of Common Stock, including shares issuable upon Conversion and the additional shares issuable with respect to accrued and unpaid dividends.

(2)

All calculations of percentage ownership herein are based on a total of 266,014,442 shares of Common Stock that are expected to be outstanding taking into account the shares of Common Stock outstanding as of April 12, 2023, the shares of Common Stock issuable upon Conversion and the additional shares of Common Stock issuable with respect to accrued dividends on the shares of Series A Preferred Stock, based upon information provided to the Reporting Persons on behalf of the Company. All calculations are based on the shares of Common Stock owned by the Reporting Person divided by such outstanding shares of Common Stock.

SCHEDULE 13D


CUSIP No. 366505105				Page 3 of 28 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 28 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 Holdings, L.P.

SCHEDULE 13D


CUSIP No. 366505105				Page 5 of 28 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

(1)	In its capacity as the direct owner of 30,913,997 shares of Common Stock, including shares issuable upon Conversion and the additional shares issuable with respect to accrued and unpaid dividends.

SCHEDULE 13D


CUSIP No. 366505105				Page 6 of 28 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 manager of OCM Opps GTM Holdings, LLC and the general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

SCHEDULE 13D


CUSIP No. 366505105				Page 7 of 28 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.

SCHEDULE 13D


CUSIP No. 366505105				Page 8 of 28 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 28 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 28 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 28 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 director of Oaktree Value Opportunities Fund GP Ltd. and director of Oaktree Phoenix Investment Fund GP Ltd.

SCHEDULE 13D


CUSIP No. 366505105				Page 12 of 28 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 28 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 28 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 28 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 28 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brookfield Corporation
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 Oaktree Capital Group, LLC.

SCHEDULE 13D


CUSIP No. 366505105				Page 17 of 28 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

(1)	Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation.

SCHEDULE 13D


CUSIP No. 366505105				Page 18 of 28 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Phoenix Investment Fund, 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)	In its capacity as the direct owner of 1,119,397 shares of Common Stock, including shares issuable upon Conversion and the additional shares issuable with respect to accrued and unpaid dividends.

SCHEDULE 13D


CUSIP No. 366505105				Page 19 of 28 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Opportunities Fund Xb Holdings (Delaware) LP
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 20 of 28 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brookfield Asset Management ULC
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 British Columbia, Canada

(1)	In its capacity as the indirect owner of Class A units of Atlas OCM Holdings, LLC.

SCHEDULE 13D


CUSIP No. 366505105				Page 21 of 28 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Phoenix Investment 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 Phoenix Investment Fund, L.P.

SCHEDULE 13D


CUSIP No. 366505105				Page 22 of 28 Pages


1		Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oaktree Phoenix Investment 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 Phoenix Investment Fund, L.P.


CUSIP No. 366505105				Page 23 of 28 Pages

Item 1. Security and Issuer.

This Amendment No. 3 amends the Schedule 13D filed on May 14, 2021 (the Original Schedule 13D), as amended by that certain Amendment No. 1 filed on April 17, 2023 (the Amendment No. 1) and as further amended by that certain Amendment No. 2 filed on June 9, 2023 (the Amendment No. 2). 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, Amendment No. 1 and Amendment No. 2 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, Amendment No. 1 or Amendment No. 2, as applicable.

Item 4. Purpose of Transaction.

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

On June 12, 2023 (the Conversion Date), the Company consummated the conversion of all shares of Series A Preferred Stock that were not repurchased in the Series A Repurchase into shares of Common Stock, as set forth in the Transaction Agreement and the Second Amended and Restated Certificate of Designations (the Conversion). On the Conversion Date, each share of Series A Preferred Stock was automatically converted into one fully-paid, non-assessable share of 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, valued at $8.177 per share), subject to adjustments pursuant to the Second Amended and Restated Certificate of Designations to avoid the issuance of fractional shares of Common Stock.

SCHEDULE 13D


CUSIP No. 366505105				Page 24 of 28 Pages

Item 5. Interest in Securities of the Issuer.

(a) and (b)

The information contained on the cover page of this Amendment No. 3 is incorporated herein by reference.

(c)

The information set forth in Item 4 of this Amendment No. 3 is incorporated herein by reference.

SCHEDULE 13D


				Page 25 of 28 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: June 14, 2023


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 26 of 28 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 27 of 28 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 CORPORATION

By:		/s/ Swati Mandava
Name:		Swati Mandava
Title:		Managing Director, Legal & Regulatory

BAM PARTNERS TRUST

By:		BAM Class B Partners Inc.
Its:		Trustee

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

OAKTREE PHOENIX INVESTMENT FUND L.P.

By:		Oaktree Phoenix Investment Fund GP, L.P.
Its:		General Partner

By:		Oaktree Phoenix Investment Fund GP, Ltd.
Its:		General Partner


				Page 28 of 28 Pages


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

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

BROOKFIELD ASSET MANAGEMENT ULC

By:		/s/ Kathy Sarpash
Name:		Kathy Sarpash
Title:		Managing Director, Legal & Regulatory

OAKTREE PHOENIX INVESTMENT FUND GP, L.P.

By:		Oaktree Phoenix Investment 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 PHOENIX INVESTMENT FUND GP LTD.

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

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