0001193125-16-676838.txt : 20160809 0001193125-16-676838.hdr.sgml : 20160809 20160809163654 ACCESSION NUMBER: 0001193125-16-676838 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160809 DATE AS OF CHANGE: 20160809 GROUP MEMBERS: 1700480 ONTARIO INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MACERICH CO CENTRAL INDEX KEY: 0000912242 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954448705 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43323 FILM NUMBER: 161818489 BUSINESS ADDRESS: STREET 1: 401 WILSHIRE BLVD STREET 2: STE 700 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3103946000 MAIL ADDRESS: STREET 1: 401 WILSHIRE BLVD SUITE 700 CITY: SANTA MONICA STATE: CA ZIP: 90401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 SC 13D/A 1 d208393dsc13da.htm AMENDMENT NO. 4 TO SCHEDULE 13D Amendment No. 4 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

The Macerich Company

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

554382101

(CUSIP Number)

Jeff Davis

Senior Vice President and General Counsel

Ontario Teachers’ Pension Plan Board

5650 Yonge Street, 3rd Floor

Toronto, Ontario M2M 4H5

Canada

(416) 228-5900

With a Copy to:

William G. Farrar

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4940

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

August 8, 2016

(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 § 240.13d-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 (the “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).

 

 

 


SCHEDULE 13D

 

CUSIP No. 554382101   Page  2  of  7  Pages

 

  1   

NAMES OF REPORTING PERSONS            I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Ontario Teachers’ Pension Plan Board

  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

  5  

CHECK BOX 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

 

    0

     8   

SHARED VOTING POWER

 

    23,286,237

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    23,286,237

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    23,286,237

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    16.2%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

    FI


SCHEDULE 13D

 

CUSIP No. 554382101   Page  3  of  7  Pages

 

  1   

NAMES OF REPORTING PERSONS            I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

1700480 Ontario 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)

 

    OO

  5  

CHECK BOX 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

 

    0

     8   

SHARED VOTING POWER

 

    23,286,237

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    23,286,237

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    23,286,237

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    16.2%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

    CO


This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2014 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D filed with the SEC on May 8, 2015 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed with the SEC on May 15, 2015 (“Amendment No. 2”) and Amendment No. 3 to the Original Schedule 13D filed with the SEC on March 9, 2016 (“Amendment No. 3”, and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 4, the “Schedule 13D”) with respect to the common stock, par value $0.01 per share (the “Common Stock”), of The Macerich Company, a Maryland corporation (the “Issuer”), filed by Ontario Teachers’ Pension Plan Board, an Ontario, Canada corporation (“Teachers’”), and 1700480 Ontario Inc., an Ontario, Canada corporation (“1700480”), wholly owned by Teachers’. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Original Schedule 13D. All items or responses not described herein remain as previously reported in the Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3.

All calculations with respect to beneficial ownership of the Issuer’s Common Stock set forth in this Schedule 13D are based on 143,625,500 shares of Common Stock outstanding as of August 2, 2016, as reported on the cover of the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, filed with the SEC by the Issuer on August 3, 2016 (the “June 2016 Form 10-Q”). Based on information reported by the Issuer in the June 2016 Form 10-Q, the Issuer repurchased 5,930,209 shares of its Common Stock between April 19, 2016 and July 11, 2016. The Issuer’s repurchases resulted in the increase in beneficial ownership of the Reporting Persons reported in this Amendment No. 4 from 15.6% in Amendment No. 3 to 16.2%.

 

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended solely with respect to Schedule A attached hereto.

 

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following immediately prior to the last paragraph thereof:

On August 8, 2016, the Issuer, Teachers’ and 1700480 executed an agreement (the “Letter Agreement”) that: (i) amended the Limited Waiver to change the “Excepted Holder Limit” from 14.9% to 19.9% and to provide that, if Teachers’ Beneficial Ownership does not equal or exceed 19.7% at any time on or prior to July 31, 2021, then from and after that date the Excepted Holder Limit automatically will be reset to the highest Beneficial Ownership percentage actually reached by Teachers between August 1, 2016 and July 31, 2021; (ii) amended the Registration Rights Agreement to replace the definition of “Shares” with “all Common Shares directly or indirectly held from time to time by the Holders and their respective Affiliates”, and (iii) amended and restated Section 2.4 of the Master Agreement with the effect of replacing “9.9%” with “14.9%”

 

4


in the two places it appears therein. A copy of the Letter Agreement is included as Exhibit 99.6 to this Schedule 13D and is incorporated by reference herein. The foregoing summary of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement.

 

Item 5. Interest in Securities of the Issuer

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) and (b). 1700480, as a wholly-owned subsidiary of Teachers’, may be deemed to share voting and dispositive power with Teachers’ with respect to the 23,286,237 shares of Common Stock it beneficially owns, representing approximately 16.2% of the shares of Common Stock outstanding. Pursuant to the Master Agreement, as amended by the Letter Agreement, 1700480 agreed that if it and its affiliates collectively own (beneficially or of record) more than 14.9% of the outstanding shares of Common Stock, 1700480 will cause to be voted in accordance with the recommendations of the Issuer’s Board of Directors all of the shares of Common Stock owned by them in excess of such number of shares that represents 14.9% of the outstanding shares of Common Stock. The foregoing summary of the Master Agreement, as amended by the Letter Agreement, is qualified in its entirety by reference to the full text of the Master Agreement and the full text of the Letter Agreement.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following immediately prior to the last paragraph thereof:

On August 8, 2016, the Issuer, Teachers’ and 1700480 executed the Letter Agreement. See “Item 4. Purpose of Transaction” for a description of the Letter Agreement, which is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 99.6 hereto and incorporated herein by reference in answer to this Item 6.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit No.

  

Description

Exhibit 99.1    Master Agreement, dated as of November 14, 2014, by and among The Macerich Company, Pacific Premier Retail LP, MACPT LLC, Macerich PPR GP LLC, Queens JV LP, Macerich Queens JV LP, Queens JV GP LLC, and 1700480 Ontario Inc. (incorporated by reference to Exhibit 2.1 to The Macerich Company’s Current Report on Form 8-K filed on November 18, 2014).
Exhibit 99.2    Registration Rights Agreement, dated as of November 14, 2014, by and between The Macerich Company and 1700480 Ontario Inc. (incorporated by reference to Exhibit 10.1 to The Macerich Company’s Current Report on Form 8-K filed on November 18, 2014).
Exhibit 99.3    Representation Letter, dated as of November 24, 2014, executed and delivered by The Macerich Company and agreed to by Ontario Teachers’ Pension Plan Board and 1700480 Ontario Inc. (incorporated by reference to Exhibit 99.3 to the Original Schedule 13D filed on November 24, 2014).

 

5


Exhibit 99.4    Limited Waiver, dated as of November 14, 2014, of the Macerich Company to Ontario Teachers’ Pension Plan Board and its affiliates (incorporated by reference to Exhibit 99.4 to the Original Schedule 13D filed on November 24, 2014).
Exhibit 99.5    Joint Filing Agreement, dated November 24, 2014, by and between Ontario Teachers’ Pension Plan Board and 1700480 Ontario Inc. (incorporated by reference to Exhibit 99.5 to the Original Schedule 13D filed on November 24, 2014).
Exhibit 99.6    Letter Agreement, dated as of August 8, 2016, by and among The Macerich Company, Ontario Teachers’ Pension Plan Board and 1700480 Ontario Inc.

 

6


Signatures

After reasonable 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.

August 9, 2016

 

Ontario Teachers’ Pension Plan Board
By:  

/s/ Rossana Di Lieto

Name:   Rossana Di Lieto
Title:   Chief Compliance Officer and Vice President
1700480 Ontario Inc.
By:  

/s/ Salvatore Iacono

Name:   Salvatore Iacono
Title:   Authorized Officer


SCHEDULE A

CERTAIN INFORMATION REGARDING THE BOARD MEMBERS AND OFFICERS

OF ONTARIO TEACHERS’ PENSION PLAN BOARD

Set forth in the table below are the name, current residence or business address and current occupation or employment of each of the board members and officers of Ontario Teachers’ Pension Plan Board, an Ontario, Canada corporation (“Teachers’”). Each director and officer is a citizen of Canada with the exception of: (i) Kathleen O’Neill who is a citizen of Canada and Ireland; (ii) Bjarne Graven Larsen who is a citizen of Denmark; and (iii) Andrew Jonathan Mark Taylor who is a citizen of the United Kingdom.

 

Name

  

Residence or Business

Address

  

Occupation or Employment

Rodney Stephen Albert

(Board Member)

  

566 Rosebank Road S.

Pickering, ON L1W 2N5

   Board Member

William Frank Chinery

(Board Member)

  

129 Yonge Boulevard,

Toronto, ON M5M 3H2

   Board Member

Patricia Anne Croft

(Board Member)

  

155 Talbot Drive

Oakville, ON L6L 4C4

   Board Member

Lise Fournel

(Board Member)

  

30 Lakeshore Boulevard

Beaconsfield, Quebec

H9W 4H3

   Senior Vice President & Chief Information Officer, Air Canada

John David Murray

(Board Member)

  

43 Centennial Boulevard

Ottawa, ON K1S 0M6

   Board Member

Kathleen O’Neill

(Board Member)

  

21 Wilgar Road

Toronto, ON M8X 1J3

   Board Member

Steven Robert McGirr

(Board Member)

  

206 Bloor Street West

Suite 1102

Toronto, ON M5S 1T8

   Board Member

Barbara Frank Palk

(Board Member)

  

4 Douglas Drive

Toronto, ON M4W 2B3

   Board Member

David William Smith

(Board Member)

  

37 Burton Road

Toronto, ON M5P 1V1

   Board Member

Daniel Francis Sullivan

(Board Member)

  

65 Chestnut Park Road

Toronto, ON M4W 1W7

   Board Member

Jean Turmel

(Board Member)

  

1067 Boul. Mont-Royal

Outremont, QUE H2V 2H5

   President, Perseus Capital Inc.
OFFICERS      
Tracy Lee Abel   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Member Services
Andrew James Claerhout   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Infrastructure & Natural Resources


Jeffrey Michael Davis   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   General Counsel, Senior Vice President, Corporate Affairs and Corporate Secretary
Ziad Hindo   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Capital Markets
Wayne Anthony Kozun   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Public Equities
Bjarne Graven Larsen   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Executive Vice President & Chief Investment Officer
Rosemarie Ellen McClean   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

  

Senior Vice President and

Chief Operations Officer

David Lloyd McGraw   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President & Chief Financial Officer
Marcia Elizabeth Mendes-d’Abreu   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Human Resources & Facilities
Ronald Wesley Mock   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   President & Chief Executive Officer
Nicole Theresa Musicco   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Regional Managing Director, Asia Pacific
Sarah Jane Rowe   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Private Capital
Andrew Jonathan Mark Taylor   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Regional Managing Director, Europe, Middle East and Africa
Michael Peter Wissell   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Portfolio Construction
Barbara Maria Zvan-Watson   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Strategy & Risk and Chief Investment Risk Officer


EXHIBIT INDEX

 

Exhibit 99.1    Master Agreement, dated as of November 14, 2014, by and among The Macerich Company, Pacific Premier Retail LP, MACPT LLC, Macerich PPR GP LLC, Queens JV LP, Macerich Queens JV LP, Queens JV GP LLC, and 1700480 Ontario Inc. (incorporated by reference to Exhibit 2.1 to The Macerich Company’s Current Report on Form 8-K filed on November 18, 2014).
Exhibit 99.2    Registration Rights Agreement, dated as of November 14, 2014, by and between The Macerich Company and 1700480 Ontario Inc. (incorporated by reference to Exhibit 10.1 to The Macerich Company’s Current Report on Form 8-K filed on November 18, 2014).
Exhibit 99.3    Representation Letter, dated as of November 24, 2014, executed and delivered by The Macerich Company and agreed to by Ontario Teachers’ Pension Plan Board and 1700480 Ontario Inc. (incorporated by reference to Exhibit 99.3 to the Original Schedule 13D filed on November 24, 2014).
Exhibit 99.4    Limited Waiver, dated as of November 14, 2014, of the Macerich Company to Ontario Teachers’ Pension Plan Board and its affiliates (incorporated by reference to Exhibit 99.4 to the Original Schedule 13D filed on November 24, 2014).
Exhibit 99.5    Joint Filing Agreement, dated November 24, 2014, by and between Ontario Teachers’ Pension Plan Board and 1700480 Ontario Inc. (incorporated by reference to Exhibit 99.5 to the Original Schedule 13D filed on November 24, 2014).
Exhibit 99.6    Letter Agreement, dated as of August 8, 2016, by and among The Macerich Company, Ontario Teachers’ Pension Plan Board and 1700480 Ontario Inc.
EX-99.6 2 d208393dex996.htm EX-99.6 EX-99.6

Exhibit 99.6

August 8, 2016

Ontario Teachers’ Pension Plan Board

c/o/The Cadillac Fairview Corporation Limited

20 Queen Street West, 5th Floor

Toronto, Ontario M5H 3R4

Attention: Sandra Hardy

Re: Amendment of Limited Waiver of Ownership Limit

Ladies and Gentlemen:

Reference is made to that certain Limited Waiver granted to Ontario Teachers’ Pension Plan Board and its affiliates (collectively, “Ontario”) by the Board of Directors (the “Board”) of The Macerich Company (“Macerich”) on November 14, 2014 (the “Waiver”), and the representation letter, dated as of November 14, 2014, entered into by Ontario and Macerich and attached to such Waiver, as amended on November 24, 2014 (the “Representation Letter”). Pursuant to the terms of the Waiver, among other matters, Ontario is currently permitted to Beneficially Own up to 14.9% of the Equity Stock of Macerich (or such other percentage as Ontario owns as a result of Macerich purchasing its own Equity Stock after the most recent date Ontario purchased additional Equity Stock). Capitalized terms used but not defined herein shall have the same meaning as set forth in Macerich’s charter (as amended to date).

The parties hereto desire to, and by execution of this letter agreement do, amend the Waiver and the Representation Letter and certain other documents as set forth herein.

 

  1. The Waiver is hereby amended to change the “Excepted Holder Limit” applicable to Ontario from 14.9% to 19.9%. Ontario expressed to the Board its desire to purchase additional Equity Stock of Macerich in the near future, therefore if Ontario reaches the higher Excepted Holder Limit at any time prior to July 31, 2021 (which shall be deemed to have occurred if Ontario’s Beneficial Ownership of Equity Stock of Macerich reaches 19.7% to account for the possible desire on Ontario’s part to allow a small safety margin), then the 19.9% Excepted Holder Limit shall remain in effect. If Ontario does not reach the higher Excepted Holder Limit prior to July 31, 2021, then the Excepted Holder Limit shall be automatically and without further action on the part of Macerich or Ontario be reset to the highest Beneficial Ownership percentage actually reached by Ontario between August 1, 2016 and July 31, 2021. All other terms of the Waiver remain in full force and effect without change. Macerich represents and warrants that the Board has duly approved the increase in the Excepted Holder Limit and reconfirmed all other terms of the Waiver.

 

  2. The Master Agreement by and among Macerich, Pacific Premier Retail LP, MACPT, LLC, Macerich PPR GP LLC, Queens JV LP, Queens JV GP LLC and 1700480 Ontario Inc., dated as of November 14, 2014 (the “Master Agreement”) is hereby amended to delete Section 2.4 in its entirety and replace it with the following:


2.4 Voting Agreement. If 1700480 and its affiliates (as defined in the Securities Act of 1933, as amended (the “Securities Act”)), collectively own (beneficially or of record) greater than 14.9% of the outstanding shares of Macerich Common Stock, 1700480 shall cause to be voted in accordance with the recommendations of the Macerich board of directors such number of shares of Macerich Common Stock owned by 1700480 and such affiliates, taken together, equal to the difference of (a) the aggregate number of shares of Macerich Common Stock owned by 1700480 and its Affiliates minus (b) such number of shares that represents 14.9% of the outstanding shares of Macerich Common Stock. The obligations pursuant to this Section 2.4 will survive the Closing (as defined below), but automatically will expire and be of no further force or effect on the first date on which OTPP and its affiliates, including 1700480, no longer own a number of shares of Macerich Common Stock that exceeds the Ownership Limit (as defined in Macerich’s charter).”

All provisions of the Master Agreement other than Section 2.4 thereof remain in effect under their original terms and are not amended, modified or affected hereby.

 

  3. The Registration Rights Agreement dated November 14, 2014 between the parties hereto is hereby amended to replace the definition of “Shares” with the following:

“Shares” shall mean all Common Shares directly or indirectly held from time to time by the Holders and their respective Affiliates.”

 

  4. Ontario represents and warrants that each of the representations and warranties made by it in the Representation Letter are true and complete as of the date hereof as if made on the date hereof. Ontario agrees to each of the agreements and undertakings made by it in the Representation Letter as of the date hereof. Ontario acknowledges and agrees that the representations, warranties, agreements, and undertakings in this letter agreement are a material inducement to Macerich’s grant of the amendment to the Waiver set forth in Section 1 above, and that Macerich is relying on the accuracy of the representations and warranties, and compliance with the undertakings and agreements, contained in this letter in granting such amendment to the Waiver.

 

  5. Each of the undersigned represents that it has authority to enter into this letter agreement and make the representations and agreements set forth herein.

[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, the undersigned has executed this letter agreement as of the date first set forth above and agrees to be bound by the terms of this letter agreement.

 

Very truly yours,
THE MACERICH COMPANY1
By:   /s/ Thomas J. Leanse
Name:   Thomas J. Leanse
Title:  

Senior Executive Vice President,

Chief Legal Officer and Secretary

ONTARIO TEACHERS’ PENSION PLAN BOARD,
a corporation (without shares) existing under laws of the Province of Ontario and created pursuant to the Teachers’ Pension Plan Act of the Province of Ontario
By:   /s/ Russell T. Goin
Name:   Russell T. Goin
Title:   Authorized Signing Officer
By:   /s/ Wayne Barwise
Name:  

Wayne Barwise

Title:   Authorized Signing Officer
1700480 ONTARIO INC.,
a corporation existing under laws of the Province of Ontario
By:   /s/ Salvatore Iacono
Name:   Salvatore Iacono
Title:   Authorized Officer
By:   /s/ John Sullivan
Name:   John Sullivan
Title:   Authorized Officer

  

 

1  On behalf of itself and the other Macerich Parties that are parties to the Master Agreement referred to in paragraph (2) of this letter agreement.