Filing Details
- Accession Number:
- 0001193125-23-163894
- Form Type:
- 13D Filing
- Publication Date:
- 2023-06-08 20:00:00
- Filed By:
- Oaktree Capital Management
- Company:
- Garrett Motion Inc. (NYSE:GTX)
- Filing Date:
- 2023-06-09
- SEC Url:
- 13D Filing
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 | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Oaktree Value Opportunities Fund Holdings | 8,448,888 | 8,448,888 | 8,448,888 | 11.8% | ||
| Oaktree Value Opportunities Fund GP | 8,448,888 | 8,448,888 | 8,448,888 | 11.8% | ||
| Oaktree Value Opportunities Fund GP Ltd | 8,448,888 | 8,448,888 | 8,448,888 | 11.8% | ||
| OCM Opps GTM Holdings | 25,428,298 | 25,428,298 | 25,428,298 | 28.1% | ||
| Oaktree Fund GP | 28,302,787 | 28,302,787 | 28,302,787 | 31.3% | ||
| Oaktree Fund GP I | 28,302,787 | 28,302,787 | 28,302,787 | 31.3% | ||
| Oaktree Capital I | 28,302,787 | 28,302,787 | 28,302,787 | 31.3% | ||
| OCM Holdings I | 28,302,787 | 28,302,787 | 31.3% | |||
| Oaktree Holdings | 28,302,787 | 28,302,787 | 28,302,787 | 31.3% | ||
| Oaktree Capital Management | 9,369,468 | 28,302,787 | 9,369,468 | 12.9% | ||
| Oaktree Capital Management GP | 9,369,468 | 9,369,468 | 9,369,468 | 12.9% | ||
| Atlas OCM Holdings | 9,369,468 | 9,369,468 | 9,369,468 | 12.9% | ||
| Oaktree Capital Group | 28,302,787 | 9,369,468 | 28,302,787 | 31.3% | ||
| Oaktree Capital Group Holdings GP | 37,672,255 | 28,302,787 | 37,672,255 | 37.8% | ||
| Brookfield Corporation | 28,302,787 | 37,672,255 | 28,302,787 | 31.3% | ||
| BAM Partners Trust | 28,302,787 | 28,302,787 | 28,302,787 | 31.3% | ||
| Oaktree Phoenix Investment Fund | 920,580 | 28,302,787 | 920,580 | 1.4% | ||
| Oaktree Opportunities Fund Xb Holdings (Delaware) | 2,874,489 | 920,580 | 2,874,489 | 4.4% | ||
| Brookfield Asset Management ULC | 9,369,468 | 2,874,489 | 9,369,468 | 12.9% | ||
| Oaktree Phoenix Investment Fund GP | 920,580 | 9,369,468 | 920,580 | 920,580 | 1.4% | |
| Oaktree Phoenix Investment Fund GP Ltd | 920,580 | 920,580 | 920,580 | 1.4% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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 6, 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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
8,448,888 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
8,448,888 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,448,888 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
11.8% (2) | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (1) | In its capacity as the direct owner of 1,492,976 shares of common stock, par value $0.001 per share of the Company (Common Stock) and 6,955,912 shares of Series A Cumulative Convertible Preferred Stock (Series A Preferred Stock). |
| (2) | All calculations of percentage ownership herein are based on a total of 64,959,553 shares of Common Stock outstanding as of April 19, 2023, as reported on the Form 10-Q filed with the SEC by the Company on April 24, 2023. All calculations are based on the shares of Common Stock and Series A Preferred Stock owned by the Reporting Person divided by the outstanding shares of Common Stock plus the shares of Series A Preferred Stock owned by the Reporting Person. |
| 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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
8,448,888 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
8,448,888 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,448,888 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
11.8% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
8,448,888 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
8,448,888 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,448,888 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
11.8% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
(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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
25,428,298 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
25,428,298 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,428,298 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
28.1% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (1) | In its capacity as the direct owner of 25,428,298 shares of Series A Preferred Stock. |
| 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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
28,302,787 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
28,302,787 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,302,787 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
31.3% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
28,302,787 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
28,302,787 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,302,787 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
31.3% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
28,302,787 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
28,302,787 (1) | |||||
| 10 | Sole dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,302,787 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
31.3% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
28,302,787 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
28,302,787 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,302,787 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
31.3% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
28,302,787 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
28,302,787 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,302,787 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
31.3% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
(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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
9,369,468 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
9,369,468 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,369,468 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
12.9% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
9,369,468 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
9,369,468 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,369,468 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
12.9% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
9,369,468 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
9,369,468 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,369,468 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
12.9% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
28,302,787 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
28,302,787 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,302,787 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
31.3% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
37,672,255 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
37,672,255 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
37,672,255 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
37.8% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
28,302,787 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
28,302,787 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,302,787 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
31.3% | |||||
| 14 | Type of reporting person (see instructions)
HC | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
28,302,787 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
28,302,787 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,302,787 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
31.3% | |||||
| 14 | Type of reporting person (see instructions)
HC | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
920,580 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
920,580 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
920,580 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
1.4% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (1) | In its capacity as the direct owner of 920,580 shares of Series A Preferred Stock. |
| 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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
2,874,489 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
2,874,489 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,874,489 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
4.4% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
9,369,468 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
9,369,468 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,369,468 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
12.9% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
920,580 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
920,580 (1) | |||||
| 10 | Shared dispositive power
None | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
920,580 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
1.4% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| (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 | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
920,580 (1) | ||||
| 8 | Shared voting power
None | |||||
| 9 | Sole dispositive power
| |||||
| 10 | Shared dispositive power
920,580 (1) | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
920,580 (1) | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | Percent of class represented by amount in Row (11)
1.4% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| (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. 2 amends the Schedule 13D filed on May 14, 2021 (Original Schedule 13D), as amended by that certain Amendment No. 1 filed on April 17, 2023 (the Amendment No. 1). The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the Common Stock), including shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock. Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D and Amendment No. 1 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 or Amendment No. 1, as applicable.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to include the following:
On June 6, 2023, the Company, Oaktree Value Opportunities Fund Holdings, L.P. (VOF Holdings), GTM Holdings, Oaktree Phoenix Investment Fund LP (Phoenix) and Xb Holdings consummated the Series A Repurchase as set forth in the Transaction Agreement. VOF Holdings, GTM Holdings and Phoenix sold and transferred to the Company 7,418,669 shares, 27,127,173 shares and 984,182 shares of Series A Preferred Stock held by such Investors, respectively. As part of the consideration for such sale and transfer, the Company paid to VOF Holdings, GTM Holdings and Phoenix a cash price of approximately $60,662,456, $221,818,893 and $8,047,656, respectively. At the closing of the Series A Repurchase, the Company issued to VOF Holdings, GTM Holdings and Phoenix, 774,354 shares, 2,831,513 shares and 102,728 shares of Common Stock, respectively, and paid to VOF Holdings, GTM Holdings and Phoenix, $1,071,070, $3,916,486 and $142,091 in cash, respectively, representing all dividends paid or payable with respect to the shares of Series A Preferred Stock through September 30, 2023. Pursuant to the Transaction Agreement, upon the closing of the Series A Repurchase, the Investors board designation rights were reduced from three to one designee.
| 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. 2 is incorporated herein by reference.
(c)
The information set forth in Item 4 of this Amendment No. 2 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 8, 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 | |