Amended Statement of Ownership: Private Transaction (sc 13e3/a)
30 Giugno 2017 - 4:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3
(Rule 13e-100)
(Amendment No. 5)
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13e-3 THEREUNDER
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
Brookfield Canada Office Properties
(Name of the Issuer)
Brookfield
Canada Office Properties
Brookfield Property Partners L.P.
Brookfield Asset Management Inc.
(Names of Persons Filing Statement)
Trust Units
(Title of Class of Securities)
112823109
(CUSIP Number)
|
|
|
|
|
Michelle Campbell
Assistant Secretary
Brookfield Canada Office Properties
Brookfield Place
181 Bay
Street, Suite 330
Toronto, Ontario M5J 2T3
Tel: (416) 369-8555
|
|
A.J. Silber
Vice President, Legal Affairs and Corporate Secretary
Brookfield Asset Management Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario M5J 2T3
Canada
Tel: (416)
956-5182
|
|
Bryan K. Davis
Chief Financial Officer
Brookfield Property Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Tel: (+441) 294-3309
|
With copies to:
|
|
|
Jeremy London
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue N.W.
Washington, DC 20005
Tel:
(202) 371-3000
|
|
Mile T. Kurta
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, NY 10036
Tel:
(212) 880-6000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
This statement is filed in connection with (check the appropriate box):
|
|
|
|
|
a
|
|
☐
|
|
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
|
|
|
b
|
|
☐
|
|
|
|
The filing of a registration statement under the Securities Act of 1933.
|
Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the
transaction: ☒
Calculation of Filing Fee
|
|
|
Transactional Valuation*
|
|
Amount of Filing Fee**
|
|
|
US$375,284,355.67
|
|
US$43,495.46
|
* Calculated solely for the purposes of determining the filing fee. The aggregate transaction value was calculated as the
product of (a) 15,869,332 trust units, representing the sum of the trust units issued and outstanding as of May 4, 2017 other than trust units owned by Brookfield Property Partners and its subsidiaries, multiplied by (b) the per unit
consideration of C$32.50, converted to US dollars for the purpose of calculating the filing fee using the daily average exchange rate of C$1.3743 to US$1.00 as reported by the Bank of Canada on May 4, 2017.
** The amount of the filing fee calculated by multiplying the transaction above by 0.0001159 in accordance with Exchange Act Rule 0-11.
☒
|
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|
|
|
|
Amount Previously Paid:
|
|
$43,495.46
|
Form or Registration No.:
|
|
Schedule 13E-3
|
Filing Party:
|
|
Brookfield Canada Office Properties, Brookfield Property Partners L.P., Brookfield Asset Management Inc.
|
Date Filed:
|
|
May 8, 2017
|
This Amendment No. 5 (
Amendment No. 5
) amends and supplements
the Rule 13e-3 transaction statement on
Schedule 13E-3
(the
Transaction Statement
), filed with the Securities and Exchange Commission (the
SEC
) on May 8, 2017
jointly by Brookfield Canada Office Properties (
BOX
), Brookfield Property Partners L.P. (
BPY
) and Brookfield Asset Management Inc. (
Brookfield Asset Management
), as amended by Amendment
No. 1, dated May 19, 2017, Amendment No. 2, dated June 21, 2017, Amendment No. 3, dated June 22, 2017, and Amendment No. 4, dated June 28, 2017.
This Transaction Statement relates to (i) the redemption (the
Redemption
) by BOX of all of the issued and
outstanding Units of BOX not already owned by BPY and its subsidiaries pursuant to a redemption agreement (the
Redemption Agreement
) dated as of April 20, 2017 between BPY and BOX; and (ii) an amendment to the amended
and restated declaration of trust dated as of February 24, 2012 to provide for, among other things, the Redemption and the grant of dissent rights to Unitholders in connection with the Redemption (the
Amendment
, and together
with the Redemption, the
Transaction
). Under the Redemption, the holders (the
Unitholders
) of Units of BOX other than BPY and its subsidiaries will receive C$32.50 in cash (the
Redemption
Price
) for each Unit of BOX redeemed pursuant to the Redemption. After the completion of the Redemption, BOX will become an indirect wholly-owned subsidiary of BPY. Copies of the Redemption Agreement and the Amendment are included as
Appendix C and E, respectively, to the management information circular, which is attached as Exhibit (a)(2)(i) hereto (the
Circular
). An annual and special meeting of the Unitholders was held on June 28, 2017 (the
Meeting
) to approve, among other things, the Transaction. Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings given to them in the Transaction Statement.
The Item below is amended and supplemented as described below.
Item 16 Exhibits
Item 16 is hereby amended and supplemented by the addition of the following exhibit thereto:
|
|
|
|
|
(a)(2)(xiii)
|
|
Press release of BOX with respect to the closing of the Redemption (incorporated by reference to Exhibit 99.1 to Boxs report on Form 6-K submitted to the SEC on June 30, 2017).
|
1
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Date: June 30, 2017
|
|
|
Brookfield Canada Office Properties
|
|
|
By:
|
|
/s/ Michelle Campbell
|
Name:
|
|
Michelle Campbell
|
Title:
|
|
Assistant Secretary
|
|
|
|
Brookfield Property Partners L.P., by its general partner, Brookfield Property
Partners Limited
|
|
|
By:
|
|
/s/ Jane Sheere
|
Name:
|
|
Jane Sheere
|
Title:
|
|
Corporate Secretary
|
|
|
|
Brookfield Asset Management Inc.
|
|
|
By:
|
|
/s/ A.J. Silber
|
Name:
|
|
A.J. Silber
|
Title:
|
|
Vice President, Legal Affairs
|
Exhibit Index
|
|
|
|
|
(a)(2)(i)
|
|
Circular dated May 8, 2017.
|
|
|
(a)(2)(ii)
|
|
Form of Proxy.
|
|
|
(a)(2)(iii)
|
|
Letter of Transmittal.
|
|
|
(a)(2)(iv)
|
|
Notice of Annual and Special Meeting of Unitholders and Availability of Investor Materials (incorporated by reference to the Circular).
|
|
|
(a)(2)(v)
|
|
Letter to Unitholders (incorporated by reference to the Circular).
|
|
|
(a)(2)(vi)
|
|
Press release of BOX with respect to the signing of the Redemption Agreement, dated April 20, 2017 (incorporated by reference to Exhibit 99.1 to BOXs report on Form 6-K submitted to the SEC on April 21, 2017).
|
|
|
(a)(2)(vii)
|
|
Press release of BPY with respect to the signing of the Redemption Agreement, dated April 20, 2017 (incorporated by reference to Exhibit 99.1 to BPYs report on Form 6-K submitted to the SEC on April 21, 2017).
|
|
|
(a)(2)(viii)
|
|
Press release of BOX with respect to the filing of the meeting materials, dated May 8, 2017.
|
|
|
(a)(2)(ix)
|
|
Press release of BOX with respect to the filing of Amendment No. 1, dated May 19, 2017.
|
|
|
(a)(2)(x)
|
|
Press release of BOX with respect to the recommendation of the Redemption by Institutional Shareholders Services (incorporated by reference to Exhibit 99.1 to BOXs report on Form 6-K submitted to the SEC on June 20,
2017).
|
|
|
(a)(2)(xi)
|
|
Press release of BOX with respect to the recommendation of the Redemption by Glass, Lewis & Co. (incorporated by reference to Exhibit 99.1 to BOXs report on Form 6-K submitted to the SEC on June 22,
2017).
|
|
|
(a)(2)(xii)
|
|
Press release of BOX with respect to the voting results of the Meeting (incorporated by reference to Exhibit 99.1 to BOXs report on Form 6-K submitted to the SEC on June 28, 2017).
|
|
|
(a)(2)(xiii)
|
|
Press release of BOX with respect to the closing of the Redemption (incorporated by reference to Exhibit 99.1 to BOXs report on Form 6-K submitted to the SEC on June 30, 2017).
|
|
|
(b)(1)
|
|
Form of $38,000,000 Non-Revolving Facility Credit Agreement between Brookfield Office Properties Canada LP, BOPC GP Inc., BPY BOPC LP and BPY BOPC GP Inc, as obligors, and the lender thereto.
|
|
|
(b)(2)
|
|
Form of $50,000,000 Amended and Restated Revolving Credit Agreement between Brookfield Office Properties Canada LP, BOPC GP Inc., BPY BOPC LP and BPY BOPC GP Inc, as obligors, and the lender thereto.
|
|
|
(c)(1)
|
|
Valuation and Fairness Opinion of Greenhill & Co. Canada Ltd. (incorporated by reference to Appendix D to the Circular).
|
|
|
(c)(2)
|
|
Special Committee Discussion Materials provided by Greenhill & Co. Canada Ltd. to the Special Committee on March 24, 2017.
|
3
|
|
|
|
|
(c)(3)
|
|
Special Committee Discussion Materials provided by Greenhill & Co. Canada Ltd. to the Special Committee on April 20, 2017.
|
|
|
(d)(1)
|
|
Redemption Agreement (incorporated by reference to Appendix C to the Circular).
|
|
|
(d)(2)
|
|
Amendment to the Declaration of Trust (incorporated by reference to Appendix E to the Circular).
|
|
|
(d)(3)
|
|
Transaction Resolution (incorporated by reference to Appendix B to the Circular).
|
|
|
(d)(4)
|
|
Lock-up Agreement dated January 22, 2017, by and between BPY and Morgan Stanley Investment Management (incorporated by reference to Exhibit 4 to BOXs Schedule 13D filed with the SEC on April 21, 2017).
|
|
|
(d)(5)
|
|
Amendment to Lock-up Agreement dated April 20, 2017, by and between BPY and Morgan Stanley Investment Management (incorporated by reference to Exhibit 5 to BOXs Schedule 13D filed with the SEC on April 21, 2017).
|
|
|
(d)(6)
|
|
Lock-up Agreement dated January 22, 2017, by and between BPY and RBC Global Asset Management Inc. (incorporated by reference to Exhibit 6 to BOXs Schedule 13D filed with the SEC on April 21, 2017).
|
|
|
(f)
|
|
Dissent Rights (incorporated by reference to Section 12.15 of Schedule A of the Redemption Agreement).
|
|
|
(g)
|
|
None.
|
|
|
(h)
|
|
None.
|
|
Previously filed as an exhibit to the Transaction Statement.
|
4
Grafico Azioni Brookfield Canada Office Properties (NYSE:BOXC)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Brookfield Canada Office Properties (NYSE:BOXC)
Storico
Da Lug 2023 a Lug 2024