UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3
(Rule 13e-100)
(Amendment No. 2)
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.
|
|
|
|
c
|
|
☐
|
|
A tender offer.
|
|
|
|
d
|
|
☒
|
|
None of the above.
|
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
|
|
Filing Party:
|
|
Brookfield Canada Office Properties, Brookfield Property Partners L.P., Brookfield Asset Management Inc.
|
Form or Registration No.:
|
|
Schedule 13E-3
|
|
Date Filed:
|
|
May 8, 2017
|
This Amendment No. 2 (
Amendment No. 2
) 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
).
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 has been called for June 28, 2017 (the
Meeting
) to approve, among other things, the Transaction.
This Amendment No. 2 amends and supplements the Circular. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings given to them
in the Transaction Statement.
Item 10 Sources and Amounts of Fund or Other Consideration
Item 10 is hereby amended and supplemented as follows:
On or about June 28, 2017 (the Closing Date), Brookfield Office Properties Canada LP, BOPC GP Inc., as general partner of
Brookfield Office Properties Canada LP, BPY BOPC LP and BPY BOPC GP Inc., as general partner of BPY BOPC LP (the
Borrowers
) are expected to enter into separate senior unsecured non-revolving term credit agreements (each, a
Term Loan Credit Agreement
) for the purpose of financing the Transaction with each of the following seven lenders (collectively, the
Term Loan Lenders
): The Bank of Nova Scotia, Bank of Montreal, Canadian
Imperial Bank of Commerce, Royal Bank of Canada, The Toronto-Dominion Bank, Caisse Centrale Desjardins and National Bank of Canada. The Borrowers are affiliates of BPY and BOX.
Each separate Term Loan Credit Agreement provides for a $38,000,000 term loan (
Term Loan
and collectively, the
Term Loans
), which will be available to be drawn in a single draw following the Closing Date but no later than July 7, 2017, and is scheduled to mature one year from the Closing Date. An upfront fee of $22,800 is payable on each
of the Term Loans on the Closing Date. The Borrowers may extend the maturity date of each Term Loan for one more year on the same terms and conditions, subject to certain conditions.
The Borrowers may draw on the Term Loan by way of Canadian Prime Rate Loans and may make Conversions and Rollovers by way of Canadian Prime
Rate Loans and Bankers Acceptances (as such terms are defined in the Term Loan Credit Agreement). Each Canadian Prime Rate Loan will bear interest at a rate per annum equal to a margin over the greater of (i) the rate of interest per
annum established from time to time by the Term Loan Lender in accordance with the Term Loan Credit Agreement; and (ii) the average one-month discount rate determined in accordance with the Term Loan Credit Agreement plus 1.00% adjusted
automatically with each quoted, published or displayed change in such rate. Bankers Acceptances will bear interest at a rate per annum equal to a margin over a base rate determined by reference to the average rate for Canadian Dollar
bankers acceptances. The margin for the Term Loan Credit Agreements is 0.45% for Prime Loans and 1.45% for Bankers Acceptances. The Term Loans are subject to customary conditions set forth in the Term Loan Credit Agreements. There are no
current plans to finance or repay the Term Loans.
1
In addition, on or about the Closing Date, the Borrowers are expected to enter into amendments to
the existing separate senior unsecured revolving credit agreements (each, a
Revolving Facility Credit Agreement
) for the purpose, in part, of financing the Transaction, with each of the following seven lenders (collectively, the
Revolving Loan Lenders
): The Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank of Canada, The Toronto-Dominion Bank, Caisse Centrale Desjardins and National Bank of Canada.
Each Revolving Facility Credit Agreement provides for a $50,000,000 revolving credit facility (a
Revolving Credit Facility
)
under which the Borrowers may borrow under the Revolving Credit Facility by way of Canadian Prime Rate Loans, Base Rate Loans, LIBOR Loans, Letters of Credit or Bankers Acceptances, each as defined in the Revolving Facility Credit Agreement.
The Revolving Facility Credit Agreement is scheduled to mature on August 29, 2021.
The Borrowers plan to drawdown the aggregate amount of
approximately $251,000,000 from the Revolving Credit Facility in connection with this Transaction.
Each Prime Rate Loan will bear
interest at a rate per annum equal to a margin over the Canadian Prime Rate. Each Base Rate Loan will bear interest at a rate per annum equal to a margin over a base rate. Each LIBOR Loan will bear interest at a rate per annum equal to a margin over
LIBOR. Bankers Acceptances will bear interest at a rate per annum equal to a margin over a base rate determined in accordance with the Revolving Facility Credit Agreement. Each Letter of Credit will be charged a fee based on a Letter of Credit
fee rate on the amount of such Letter of Credit.
The margin for the Revolving Facility Credit Agreements is 0.45% for Canadian Prime Rate
Loans and Base Rate Loans, 1.45% for LIBOR Loans, 1.45% for Bankers Acceptances, and 1.10% or 1.45% for Letters of Credit, as applicable. The Revolving Credit Facilities are subject to customary conditions set forth in the Revolving Facility
Credit Agreements. There are no current plans to finance or repay the loans under the Revolving Credit Facilities.
The foregoing
summaries of the credit agreements do not purport to be complete and are qualified in their entirety by reference to the form of credit agreements, which are expected to be substantially in the form included as exhibits to this Amendment No. 2 to
the Schedule 13E-3.
Item 16 Exhibits
|
|
|
(a)(2)(x)
|
|
Press release of the Company with respect to the recommendation of the Transaction by ISS (incorporated by reference to the Companys report on Form 6-K submitted to the SEC on June 20, 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.
|
2
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 21, 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 the Company with respect to the filing of Amendment No. 1, dated May 19, 2017.
|
|
|
(a)(2)(x)
|
|
Press release of the Company with respect to the recommendation of the Redemption by Institutional Shareholders Services (incorporated by reference to the Companys report on Form 6-K submitted to the SEC on June 20,
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.
|
|
|
(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 Btothe Circular).
|
4
|
|
|
|
|
(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.
|
5
Brookfield Canada Office Properties (NYSE:BOXC)
過去 株価チャート
から 6 2024 まで 7 2024
Brookfield Canada Office Properties (NYSE:BOXC)
過去 株価チャート
から 7 2023 まで 7 2024