UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) |
|
o |
|
|
|
Securities Act Rule 802 (Exchange Offer) |
|
o |
|
|
|
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) |
|
x |
|
|
|
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) |
|
o |
|
|
|
Exchange Act Rule 14e-2(d) (Subject Company Response) |
|
o |
|
|
|
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) |
|
o |
BROOKFIELD OFFICE PROPERTIES INC.
(Name of Subject Company)
N/A
(Translation of Subject Companys Name into English (if applicable))
Canada
(Jurisdiction of Subject Companys Incorporation or Organization)
BROOKFIELD OFFICE PROPERTIES INC.
BROOKFIELD PROPERTY PARTNERS L.P.
BROOKFIELD PROPERTY SPLIT CORP.
BROOKFIELD OFFICE PROPERTIES EXCHANGE LP
(Name of Person(s) Furnishing Form)
Class AAA Series G Preference Shares
Class AAA Series H Preference Shares
Class AAA Series J Preference Shares
Class AAA Series K Preference Shares
(Title of Class of Subject Securities)
112900709
112900808
112900873
112900865
(CUSIP Number of Class of Securities (if applicable))
Bryan K. Davis
Chief Financial Officer
Brookfield Office Properties Inc.
Brookfield Place, 181 Bay Street
Suite 330, P.O. Box 770
Toronto, Ontario M5J 2T3
Telephone: 416.369.2300
(Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized
to Receive Notices and Communications on Behalf of Subject Company)
Copy to:
Jeffrey Nadler, Esq.
Gerald Shepherd, Esq.
Davies Ward Phillips & Vineberg LLP
900 Third Avenue, 24th Floor
New York, New York 10022
Telephone: 212-588-5500
May 12, 2014
(Date Tender Offer/Rights Offering Commenced)
Part I INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
Exhibit 1.1 |
|
Brookfield Office Properties Inc.s (BPO) Notice of Annual & Special Meeting of Shareholders and Accompanying Management Proxy Circular dated as of May 5, 2014 (incorporated by reference from Exhibit 99.1 to BPOs Form 6-K dated May 12, 2014) |
|
|
|
Exhibit 1.2 |
|
BPO Letter to Holders of Class AAA Preference Shares, Series G, H, J and K dated as of May 5, 2014 (incorporated by reference from Exhibit 99.2 to BPOs Form 6-K dated May 12, 2014) |
|
|
|
Exhibit 1.3 |
|
BPO Proxy Form for Annual & Special Meeting of Shareholders for Holders of Class AAA, Series G, H, J and K Preference Shares dated as of May 5, 2014 (incorporated by reference from Exhibit 99.4 to BPOs Form 6-K dated May 12, 2014) |
|
|
|
Exhibit 1.4 |
|
BPO Letter of Transmittal for Holders of Class AAA Preference Shares, Series G, H, J and K dated as of May 5, 2014 (incorporated by reference from Exhibit 99.6 to BPOs Form 6-K dated May 12, 2014) |
Item 2. Informational Legends
The required legends are included under the heading Notice to Shareholders in the United States on p. iv of the Management Circular, a copy of which is furnished as Exhibit 1.1 to this Form CB.
PART II INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
Exhibit 2.1 |
|
Arrangement Agreement dated as of April 24, 2014 between Brookfield Property Partners L.P., Brookfield Office Properties Exchange LP, Brookfield Property Split Corp., and BPO (incorporated by reference from Exhibit 99.1 to BPOs Form 6-K dated April 25, 2014) |
|
|
|
Exhibit 2.2 |
|
Press release issued by BPO dated April 24, 2014 (incorporated by reference from Exhibit 99.2 to BPOs Form 6-K dated April 25, 2014) |
PART III CONSENT TO SERVICE OF PROCESS
A written irrevocable consent and power of attorney on Form F-X is filed concurrently with the Commission on May 12, 2014.
SIGNATURES
After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information contained in this statement is true, complete and correct.
Dated as of May 12, 2014. |
|
|
|
|
|
|
BROOKFIELD OFFICE PROPERTIES INC. | |
|
|
|
|
|
|
|
By: |
/s/ Michelle L. Campbell |
|
|
Name: Michelle L. 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 PROPERTY SPLIT CORP. | |
|
|
|
|
|
|
|
By: |
/s/ Murray Goldfarb |
|
|
Name: Murray Goldfarb |
|
|
Title: Director |
|
|
|
|
BROOKFIELD OFFICE PROPERTIES EXCHANGE LP, by its general partner, BOP EXCHANGE GP ULC | |
|
|
|
|
|
|
|
By: |
/s/ Murray Goldfarb |
|
|
Name: Murray Goldfarb |
|
|
Title: Director |