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 persons 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Companys 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 Companys 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 ONeill 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 ONeill (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-dAbreu | 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 Companys 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 Companys 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. |
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 Macerichs 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 Ontarios Beneficial Ownership of Equity Stock of Macerich reaches 19.7% to account for the possible desire on Ontarios 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 Macerichs 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 Macerichs 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. |