Garrett Motion Inc. — Major Shareholding Notification 2020

Oct 21, 2020

SC 13D/A 1 d56462dsc13da.htm SC 13D/A SC 13D/A

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, 28 th Floor

Los Angeles California 90071

(213) 830-6300

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

October 20, 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

| 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 | |
| Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 718,622 (1) |
| | 8 | Shared voting power None |
| | 9 | Sole dispositive power 718,622 (1) |
| | 10 | Shared dispositive power None |
| 11 | Aggregate amount beneficially owned by each reporting person 718,622 (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) 0.95% (2) | |
| 14 | Type of reporting person (see
instructions) PN | |

(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.

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 718,622 (1)
8	Shared voting power None
9	Sole dispositive power 718,622 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 718,622 (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) 0.95%
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.

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 718,622 (1)
8	Shared voting power None
9	Sole dispositive power 718,622 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 718,622 (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) 0.95%
14	Type of reporting person (see
instructions) OO

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

| 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 |

Number of shares beneficially owned by each reporting person with	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) 3.8%
14	Type of reporting person (see
instructions) PN

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

| 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 |

Number of shares beneficially owned by each reporting person with	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) 3.8%
14	Type of reporting person (see
instructions) PN

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

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 3,593,111 (1)
8	Shared voting power None
9	Sole dispositive power 3,593,111 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 3,593,111 (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) 4.75%
14	Type of reporting person (see
instructions) PN

(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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 3,593,111 (1)
8	Shared voting power None
9	Sole dispositive power 3,593,111 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 3,593,111 (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) 4.75%
14	Type of reporting person (see
instructions) PN

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

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 3,593,111 (1)
8	Shared voting power None
9	Sole dispositive power 3,593,111 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 3,593,111 (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) 4.75%
14	Type of reporting person (see
instructions) PN

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

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 3,593,111 (1)
8	Shared voting power None
9	Sole dispositive power 3,593,111 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 3,593,111 (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) 4.75%
14	Type of reporting person (see
instructions) PN

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

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 718,622 (1)
8	Shared voting power None
9	Sole dispositive power 718,622 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 718,622 (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) 0.95%
14	Type of reporting person (see
instructions) OO

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

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 718,622 (1)
8	Shared voting power None
9	Sole dispositive power 718,622 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 718,622 (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) 0.95%
14	Type of reporting person (see
instructions) OO

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

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 718,622 (1)
8	Shared voting power None
9	Sole dispositive power 718,622 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 718,622 (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) 0.95%
14	Type of reporting person (see
instructions) OO

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

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 3,593,111 (1)
8	Shared voting power None
9	Sole dispositive power 3,593,111 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 3,593,111 (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) 4.75%
14	Type of reporting person (see
instructions) OO

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

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 3,593,111 (1)
8	Shared voting power None
9	Sole dispositive power 3,593,111 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 3,593,111 (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) 4.75%
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.

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 3,593,111 (1)
8	Shared voting power None
9	Sole dispositive power 3,593,111 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 3,593,111 (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) 4.75%
14	Type of reporting person (see
instructions) HC

(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.

| 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 |

Number of shares beneficially owned by each reporting person with	Sole voting power 3,593,111 (1)
8	Shared voting power None
9	Sole dispositive power 3,593,111 (1)
10	Shared dispositive power None

11	Aggregate amount beneficially owned by each reporting person 3,593,111 (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) 4.75%
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 Asset Management, Inc.

ITEM 1. Security and Issuer.

This Amendment No. 2 amends the Schedule 13D filed on October 5, 2020 and amended by Amendment No. 1 to Schedule 13D filed on October 16, 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., (“ Centerbridge ” and, together with Oaktree Capital Management, L.P., the “ Plan Sponsors ”), Attestor Value Master Fund LP, The Baupost Group, L.L.C., Cyrus Capital Partners, L.P., FIN Capital Partners LP, Hawk Ridge Capital Management LP, IngleSea Capital, Keyframe Capital Partners, L.P., Newtyn Management, LLC, Sessa Capital (Master), L.P. and Whitebox Multi-Strategy Partners, L.P. (collectively, the “ Additional Investors ”) and Honeywell International Inc. (“ Honeywell ”) have entered into an Amended and Restated Coordination Agreement (including the term sheet attached thereto, the “ Amended Coordination Agreement ”) in anticipation of submitting an alternative proposal for a plan of reorganization (the “ Plan ”) to the Debtors (as defined in the Amended Coordination Agreement).

Under the Amended 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 Amended Coordination Agreement) execute the Amended 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 Amended 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 Amended Coordination Agreement may be terminated upon the occurrence of certain events set forth in the Amended Coordination Agreement.

Based on information provided by Centerbridge and the Additional Investors, the Reporting Persons believe that the Reporting Persons’ holdings, if taken together with what the Reporting Persons currently understand to be the holdings of Centerbridge and the Additional Investors, would represent beneficial ownership in the aggregate of approximately 48.6% of the outstanding shares of Common Stock as of the date of this report. Each Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock held by Centerbridge and the Additional Investors. The Reporting Persons anticipate that Centerbridge and the Additional Investors will file separate statements of beneficial ownership on Schedule 13D containing their required information. The Reporting Persons assume no responsibility for the information contained in any filings by such persons. This filing should not be construed to be an admission that any of the Reporting Persons and Centerbridge or the Additional Investors are members of a “group” for the purposes of Sections 13(d) of the Act.

The foregoing description of the Amended Coordination Agreement is a summary only and is qualified in its entirety by the terms and conditions of the Amended 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	Amended and Restated Coordination Agreement, dated October 20, 2020, 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 20, 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/ Jessica Diab

Name:	Jessica Diab
Title:	Vice President, Legal &
Regulatory

PARTNERS LIMITED

By: /s/ Brian D. Lawson

Name:	Brian D. Lawson
Title:	Director