Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TransAlta Corporation
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
89346D107
(CUSIP Number)
Justin B. Beber
Brookfield Asset Management Inc.
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
(416) 363-9491
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 2, 2020
(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. ☐
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 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
BROOKFIELD ASSET MANAGEMENT INC. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
33,189,365 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
33,189,365 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,189,365 | |||||
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)
12.1%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
CO |
(1) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
PARTNERS LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
33,189,365 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
33,189,365 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,189,365 | |||||
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)
12.1%(2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
CO |
(2) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
EAGLE CANADA COMMON HOLDINGS LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
13,667,702 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
13,667,702 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,667,702 | |||||
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)
5.0%(3) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
PN |
(3) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
BIF IV EAGLE NR CARRY LP | |||||
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| ||||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
19,521,663 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
19,521,663 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,521,663 | |||||
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)
7.1%(4) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
PN |
(4) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
BIF IV LTIP CANADA SPLITTER LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
19,521,663 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
19,521,663 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,521,663 | |||||
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)
7.1%(5) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
PN |
(5) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
BIF IV CDN SPLIT LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
33,189,365 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
33,189,365 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,189,365 | |||||
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)
12.1%(6) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
PN |
(6) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
BIF IV CDN GP LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
33,189,365 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
33,189,365 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,189,365 | |||||
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)
12.1%(7) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
PN |
(7) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
BIF IV CDN GP LTD. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
33,189,365 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
33,189,365 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,189,365 | |||||
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)
12.1%(8) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
CO |
(8) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
BIG HOLDINGS LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
MANITOBA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
33,189,365 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
33,189,365 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,189,365 | |||||
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)
12.1%(9) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
PN |
(9) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
BROOKFIELD INFRASTRUCTURE GROUP LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
33,189,365 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
33,189,365 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,189,365 | |||||
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)
12.1%(10) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
CO |
(10) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
BAM INFRASTRUCTURE GROUP L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
MANITOBA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
33,189,365 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
33,189,365 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,189,365 | |||||
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)
12.1%(11) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
PN |
(11) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
CUSIP No. 89346D107
1 | NAMES OF REPORTING PERSONS
BAM LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
33,189,365 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
33,189,365 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,189,365 | |||||
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)
12.1%12) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||||
CO |
(12) | Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020. |
EXPLANATORY NOTE
This Amendment No. 3 (this Amendment No. 3) to Schedule 13D is being filed to (i) reflect an amendment and restatement, dated as of November 2, 2020, of the Margin Loan Agreement, dated as of September 9, 2019, between Eagle Canada Common Holdings LP and BIF IV Eagle NR Carry LP, as Borrowers, Bank of Montreal as lender and BMO Nesbitt Burns Inc. as the calculation agent and (ii) reflect that Eagle Canada Common Holdings LP and BIF IV Eagle NR Carry LP (collectively, the Purchaser Reporting Persons) have acquired, in aggregate, an additional 1,704,482 common shares (the Common Shares) in the capital of TransAlta Corporation (the Issuer) on the Toronto Stock Exchange in open market purchases (the Additional Purchases) for aggregate cash consideration of C$13,087,155 (excluding brokerage commission and director compensation shares), at prices between C$7.52 per Common Share and C$8.00 per Common Share, or received through grants of Common Shares awarded as director compensation to the Reporting Persons director nominees currently serving on the Issuers board of directors in accordance with the terms of the Investment Agreement.
Information reported and defined terms used in the original Schedule 13D remain in effect, unless they are amended or superseded by information or defined terms contained in this Amendment No. 3.
Item 2. | Identity and Background. |
Item 2 of the original Schedule 13D is hereby amended and supplemented as follows:
Schedules I, II and III hereto set forth an updated list of the directors and executive officers of Brookfield, Partners and BAM Limited (to be included as Scheduled Persons), and their respective principal occupations, addresses, and citizenships.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of original Schedule 13D is hereby supplemented as follows:
The Purchaser Reporting Persons acquired the additional 1,704,482 Common Shares in the open market for an aggregate consideration of C$13,087,155 (excluding brokerage commission and director compensation shares) or received through grants of Common Shares awarded as director compensation to the Reporting Persons director nominees currently serving on the Issuers board of directors in accordance with the terms of the Investment Agreement. All purchases of Common Shares in open market transactions were funded from available liquidity.
The Additional Purchases were completed in accordance with the investment intention of the Reporting Persons in the Issuer and the agreements related thereto, as described in the original Schedule 13D.
Item 5. | Interest in Securities of the Issuer. |
Sections (a), (b), and (c) of Item 5 of the original Schedule 13 are hereby amended and restated as follows:
(a)-(b) The aggregate number and percentage of Common Shares held by the Reporting Persons to which this Schedule 13D relates is 33,189,365 shares, constituting approximately 12.1% of the Issuers currently outstanding Common Shares. The percentage of Common Shares of the Issuer is based on an aggregate number of Common Shares of the Issuer of 274.2 million as of November 3, 2020, based on Issuers Form 6-K dated November 4, 2020.
(i) | Eagle Canada |
(a) | Eagle Canada may be deemed the beneficial owner of 13,667,702 Common Shares, constituting a percentage of approximately 5.0% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 13,667,702 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 13,667,702 Common Shares
(ii) | BIF IV Eagle |
(a) | BIF IV Eagle may be deemed the beneficial owner of 19,521,663 Common Shares, constituting a percentage of approximately 7.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 19,521,663 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 19,521,663 Common Shares
(iii) | BIF IV LTIP |
(a) | BIF IV LTIP may be deemed the beneficial owner of 19,521,663 Common Shares, constituting a percentage of approximately 7.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 19,521,663 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 19,521,663 Common Shares
(iv) | BIF IV Cdn |
(a) | BIF IV Cdn may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 33,189,365 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 33,189,365 Common Shares
(v) | BIF IV Cdn GP |
(a) | BIF IV Cdn GP may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 33,189,365 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 33,189,365 Common Shares
(vi) | BIF IV Cdn GP Ltd |
(a) | BIF IV Cdn GP Ltd may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 33,189,365 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 33,189,365 Common Shares
(vii) | BIG Holdings |
(a) | BIG Holdings may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 33,189,365 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 33,189,365 Common Shares
(viii) | BIGL |
(a) | BIGL may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 33,189,365 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 33,189,365 Common Shares
(ix) | BIG LP |
(a) | BIG LP may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 33,189,365 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 33,189,365 Common Shares
(x) | BAM Limited |
(a) | BAM Limited may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 33,189,365 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 33,189,365 Common Shares
(xi) | Brookfield |
(a) | Brookfield may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 33,189,365 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 33,189,365 Common Shares
(xii) | Partners |
(a) | Partners may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 33,189,365 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 33,189,365 Common Shares
(c) | Schedule IV filed herewith, which is incorporated herein by reference, describes all of the transactions in the Common Shares that were effected in the past 60 days by the Reporting Persons. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the original Schedule 13D is hereby supplemented as follows:
On November 2, 2020, BIF IV Eagle and Eagle Canada, as borrowers, Bank of Montreal as lender and BMO Nesbitt Burns Inc. as the calculation agent, amended and restated the Margin Loan Agreement (the A&R Margin Loan Agreement) to, among other things, increase the borrowing limit to C$200,000,000. As of November 4, 2020, up to 33,132,606 Common Shares were subject to the pledge under the security agreements in connection with the A&R Margin Loan Agreement.
Item 7. | Materials to Be Filed as Exhibits. |
Exhibit 99.5 A&R Margin Loan Agreement
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
November 4, 2020 | EAGLE CANADA COMMON HOLDINGS LP, by its general partner BIF IV CDN SPLIT LP, by its general partner BIF IV CDN GP LP, by its general partner BIF IV CDN GP LTD. | |||||
By: | /s/ Adrienne Moore | |||||
Name: Adrienne Moore | ||||||
Title: Vice-President | ||||||
BIF IV EAGLE NR CARRY LP, by its general partner BIF IV LTIP CANADA SPLITTER LP, by its gene ral partner BIF IV CDN SPLIT LP, by its general partner BIF IV CDN GP LP, by its general partner BIF IV CDN GP LTD. | ||||||
By: | /s/ Adrienne Moore | |||||
Name: Adrienne Moore | ||||||
Title: Vice-President | ||||||
BIF IV LTIP CANADA SPLITTER LP, by its general partner BIF IV CDN SPLIT LP, by its general partner BIF IV CDN GP LP, by its general partner BIF IV CDN GP LTD. | ||||||
By: | /s/ Adrienne Moore | |||||
Name: Adrienne Moore | ||||||
Title: Vice-President | ||||||
BIF IV CDN SPLIT LP, by its general partner BIF IV CDN GP LP, by its general partner BIF IV CDN GP LTD. | ||||||
By: | /s/ Adrienne Moore | |||||
Name: Adrienne Moore | ||||||
Title: Vice-President | ||||||
BIF IV CDN GP LP, by its general partner BIF IV CDN GP LTD. | ||||||
By: | /s/ Adrienne Moore | |||||
Name: Adrienne Moore | ||||||
Title: Vice-President |
BIF IV CDN GP LTD. | ||||||
By: | /s/ Adrienne Moore | |||||
Name: Adrienne Moore | ||||||
Title: Vice-President | ||||||
BIG HOLDINGS LP, by its general partner BROOKFIELD INFRASTRUCTURE GROUP LIMITED | ||||||
By: | /s/ James Rickert | |||||
Name: James Rickert | ||||||
Title: President | ||||||
BROOKFIELD INFRASTRUCTURE GROUP LIMITED | ||||||
By: | /s/ James Rickert | |||||
Name: James Rickert | ||||||
Title: President | ||||||
BAM INFRASTRUCTURE GROUP L.P., by its general partner BAM LIMITED | ||||||
By: | /s/ Kathy Sarpash | |||||
Name: Kathy Sarpash | ||||||
Title: Vice-President and Secretary | ||||||
BAM LIMITED | ||||||
By: | /s/ Kathy Sarpash | tr>|||||
Name: Kathy Sarpash | ||||||
Title: Vice-President and Secretary | ||||||
BROOKFIELD ASSET MANAGEMENT INC. | ||||||
By: | /s/ Kathy Sarpash | |||||
Name: Kathy Sarpash | ||||||
Title: Senior Vice-President | ||||||
PARTNERS LIMITED | ||||||
By: | /s/ Brian D. Lawson | |||||
Name: Brian D. Lawson | ||||||
Title: President |
SCHEDULE I
BROOKFIELD ASSET MANAGEMENT INC.
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or |
Citizenship | |||
M. Elyse Allan, Director | 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Corporate Director | Canada and U.S.A. | |||
Justin B. Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Head of Corporate Strategy and Chief Legal Officer, Brookfield | Canada | |||
Jeffrey M. Blidner, Vice Chair and Director |
181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
Angela F. Braly, Director | 832 Alverna Drive, Indianapolis, Indiana 46260, U.S.A. | Corporate Director | U.S.A. | |||
Jack L. Cockwell, Director | 51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1, Canada | Chair of Brookfield Partners Foundation | Canada | |||
Marcel R. Coutu, Director | c/o Suite 1210, 225 6th Ave. S.W. Calgary, Alberta, T2P 1N2, Canada |
Corporate Director | Canada | |||
Maureen Kempston Darkes, Director |
10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada | Corporate Director | Canada | |||
Janice Fukakusa, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Murilo Ferreira, Director | Rua General Venãncio Flores, 50 Cob. 01, Leblon, Rio de Janeiro RJ 22441-090 |
Former Chief Executive Officer, Vale SA | Brazil | |||
J. Bruce Flatt, Director, Managing Partner and Chief Executive Officer | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Managing Partner and Chief Executive Officer, Brookfield | Canada | |||
Nicholas H. Goodman, Managing Partner and Chief Financial Officer | 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Managing Partner and Chief Financial Officer, Brookfield | United Kingdom | |||
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate | 250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A. | Managing Partner, Chief Executive Officer Real Estate, Brookfield | Canada | |||
Brian D. Lawson, Vice Chair and Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair and Director, Brookfield | Canada |
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity |
181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada | Managing Pa rtner, Chief Executive Officer of Private Equity, Brookfield | Canada | |||
Howard S. Marks, Director | 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A. | Co-Chairman, Oaktree Capital Management | U.S.A. | |||
Frank J. McKenna, Director | TDCT Tower, 161 Bay Street, 35th Floor, Toronto, Ontario M5J 2T2, Canada |
Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale | Canada | |||
Rafael Miranda, Director | C/Santiago de Compostela 100 28035 Madrid, Spain | Corporate Director | Spain | |||
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments |
181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
Managing Partner, Chief Executive Officer Alternative Investments, Brookfield | Canada | |||
Lord Augustine Thomas ODonnell, Director |
Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA |
Chairman of Frontier Economics Limited | United Kingdom | |||
Lori Pearson, Managing Partner and Chief Operating Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner and Chief Operating Officer, Brookfield | Canada | |||
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure, Brookfield | Canada | |||
Ngee Huat Seek, Director | 501 Orchard Road, #08 01 Wheelock Place, Singapore 238880 | Chairman, Global Logistic Properties | Singapore | |||
Sachin G. Shah, Managing Partner, Chief Investment Officer |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Investment Officer, Brookfield | Canada | |||
Diana L. Taylor, Director | c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075 | Corporate Director | U.S.A. and Canada | |||
Connor Teskey, Managing Partner and Chief Executive Officer Renewable Power | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Managing Partner and Chief Executive Officer Renewable Power, Brookfield | Canada |
SCHEDULE II
PARTNERS LIMITED
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Jack L. Cockwell, Director and Chairman of the Board |
51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada | Chairman of Brookfield Partners Foundation | Canada | |||
Brian W. Kingston, Director |
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. |
Managing Partner, Chief Executive Real Estate of Brookfield | Canada | |||
Brian D. Lawson, Director and President |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Vice Chair of Brookfield | Canada | |||
Cyrus Madon, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Managing Partner, Chief Executive Officer Private Equity of Brookfield | Canada | |||
Timothy R. Price, Director |
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada | |||
Samuel J.B. Pollock, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Managing Partner, Chief Executive Officer Infrastructure of Brookfield | Canada | |||
Sachin G. Shah, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Managing Partner, Chief Investment Officer of Brookfield | Canada | |||
Lisa Chu, Treasurer |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Senior Vice PresidentFinance of Brookfield | Canada | |||
Lorretta Corso, Secretary |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Administrator, Corporate Secretary of Brookfield | Canada | |||
Tim Wang, Assistant Secretary |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Manager, Capital Markets and Treasury of Brookfield | Canada |
SCHEDULE III
BAM LIMITED
Name and Position of Officer or Director |
Principal Business |
Principal |
Citizenship | |||
Thomas Corbett, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Managing Director, Finance of Brookfield | Canada | |||
Karly Dyck, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Senior Vice-President, Capital Markets & Treasury of Brookfield | Canada | |||
Aleks Novakovic, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Managing Partner, Tax of Brookfield | Canada | |||
Katayoon Sarpash, Director, Vice-President and Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Senior Vice-President, Legal & Regulatory of Brookfield | Canada | |||
Cam Ha, President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Vice-President, Tax of Brookfield | Canada | |||
Bowen Li, Vice-President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Manager, Finance of Brookfield | Canada | |||
Tim Wang, Vice-President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Manager, Capital Markets & Treasury of Brookfield | Canada |
SCHEDULE IV
TRADING IN COMMON SHARES
The table below sets forth all transactions in the Common Shares effected during the past 60 days by the Reporting Persons.
Party |
Trade Date | Buy/Sell | Number of Shares |
Weighted Average Price |
Low Price per Share |
High Price per Share |
||||||||||||||||||
BIF IV Eagle NR Carry LP |
9/23/2020 | Buy | * | 6,139 | | | | |||||||||||||||||
Eagle Canada Common Holdings LP |
9/23/2020 | Buy | * | 3,831 | | | |
* Represents Common Shares received through grants awarded as director compensation to the Reporting Persons director nominees currently serving on the Issuers board of directors in accordance with the terms of the Investment Agreement.