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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
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)
March 10, 2021
(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
35,399,535 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
35,399,535 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,399,535 | |||||
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)
13.1%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
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
35,399,535 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
35,399,535 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,399,535 | |||||
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)
13.1%(2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(2) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
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
13,744,737 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
13,744,737 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,744,737 | |||||
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)
5.1%(3) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(3) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
CUSIP No. 89346D107
1 |
NAMES OF REPORTING PERSONS
BIF IV EAGLE NR CARRY 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
21,654,798 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
21,654,798 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,654,798 | |||||
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)
8.0%(4) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(4) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
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
21,654,798 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
21,654,798 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,654,798 | |||||
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)
8.0%(5) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(5) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
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)
& #xA0; ☐ | |||||
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
35,399,535 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
35,399,535 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,399,535 | |||||
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)
13.1%(6) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(6) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
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
35,399,535 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
35,399,535 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,399,535 | |||||
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)
13.1%(7) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(7) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
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
35,399,535 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
35,399,535 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,399,535 | |||||
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)
13.1%(8) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(8) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
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
35,399,535 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
35,399,535 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,399,535 | |||||
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)
13.1%(9) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(9) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
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
35,399,535 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
35,399,535 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,399,535 | |||||
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)
13.1%(10) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(10) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
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
35,399,535 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
35,399,535 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,399,535 | |||||
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)
13.1%(11) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(11) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
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
35,399,535 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
35,399,535 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,399,535 | |||||
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)
13.1%(12) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(12) | Percentage ownership is based on an aggregate 269,883,087 outstanding common shares of the Issuer as of March 2, 2021. |
EXPLANATORY NOTE
This Amendment No. 4 (this Amendment No. 4) to Schedule 13D is being filed to 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 2,210,170 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$23,990,161 (excluding brokerage commission and director compensation shares), at prices between C$8.89 per Common Share and C$11.88 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. This Amendment No. 4 also reflects certain inter-company transactions among the Reporting Persons.
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. 4.
Item 2. Identity and Background
Item 2 of the original Schedul e 13D is hereby amended and supplemented as follows:
Schedules I and II hereto set forth an updated list of the names of the directors and executive officers of Brookfield and Partners (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 2,210,170 Common Shares in the open market for an aggregate consideration of C$23,990,161 (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.
Item 4. Purpose of Transaction.
Item 4 of the original Schedule 13D is hereby supplemented as follows:
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. Interests 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 35,399,535 shares, constituting approximately 13.1% of the Issuers currently outstanding Common Shares. The percentage of Common Shares of the Issuer in this Item 5 is based on an aggregate 269,883,097 Common Shares of the Issuer outstanding as of March 2, 2021, based on Issuers Form 40-F dated March 3, 2021.
(i) | Eagle Canada | |||
(a) | Eagle Canada may be deemed the beneficial owner of 13,744,737 Common Shares, constituting a percentage of approximately 5.1% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 13,744,737 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 13,744,737 Common Shares |
(ii) | BIF IV Eagle | |||
(a) | BIF IV Eagle may be deemed the beneficial owner of 21,654,798 Common Shares, constituting a percentage of approximately 8.0% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 21,654,798 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 21,654,798 Common Shares | |||
(iii) | BIF IV LTIP | |||
(a) | BIF IV LTIP may be deemed the beneficial owner of 21,654,798 Common Shares, constituting a percentage of approximately 8.0% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 21,654,798 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 21,654,798 Common Shares | |||
(iv) | BIF IV Cdn | |||
(a) | BIF IV Cdn may be deemed the beneficial owner of 35,399,535 Common Shares, constituting a percentage of approximately 13.1% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 35,399,535 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 35,399,535 Common Shares | |||
(v) | BIF IV Cdn GP | |||
(a) | BIF IV Cdn GP may be deemed the beneficial owner of 35,399,535 Common Shares, constituting a percentage of approximately 13.1% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 35,399,535 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 35,399,535 Common Shares | |||
(vi) | BIF IV Cdn GP Ltd | |||
(a) | BIF IV Cdn GP Ltd may be deemed the beneficial owner of 35,399,535 Common Shares, constituting a percentage of approximately 13.1% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 35,399,535 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 35,399,535 Common Shares | |||
(vii) | BIG Holdings |
(a) | BIG Holdings may be deemed the beneficial owner of 35,399,535 Common Shares, constituting a percentage of approximately 13.1% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 35,399,535 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 35,399,535 Common Shares | |||
(viii) | BIGL | |||
(a) | BIGL may be deemed the beneficial owner of 35,399,535 Common Shares, constituting a percentage of approximately 13.1% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 35,399,535 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 35,399,535 Common Shares | |||
(ix) | BIG LP | |||
(a) | BIG LP may be deemed the beneficial owner of 35,399,535 Common Shares, constituting a percentage of approximately 13.1% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 35,399,535 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 35,399,535 Common Shares | |||
(x) | BAM Limited | |||
(a) | BAM Limited may be deemed the beneficial owner of 35,399,535 Common Shares, constituting a percentage of approximately 13.1% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 35,399,535 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 35,399,535 Common Shares | |||
(xi) | Brookfield | |||
(a) | Brookfield may be deemed the beneficial owner of 35,399,535 Common Shares, constituting a percentage of approximately 13.1% | |||
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 35,399,535 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 35,399,535 Common Shares | |||
(xii) | Partners | |||
(a) | Partners may be deemed the beneficial owner of 35,399,535 Common Shares, constituting a percentage of approximately 13.1% |
(b) | Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 35,399,535 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 35,399,535 Common Shares | |||
(c) | Schedule III 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:
As of March 10, 2021, up to 35,333,956 Common Shares were subject to the pledge under the security agreements in connection with the 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.
March 10, 2021 | 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 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 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 | |||||
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 Employment |
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 |
250 Vesey Street, 15th Floor, New York, NY 10281-1023, 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 |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Former Chief Executive Officer, Vale SA | Brazil | |||
J. Bruce Flatt Director and Managing Partner and Chief Executive Officer |
One Canada Square, Level 25 Canary Wharf, London U.K. E14 5AA | 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 Honorary Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield | Canada |
Cyrus Madon Managing Partner, Chief Executive Officer Private Equity |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, 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 | |||
Hutham S. Olayan Director |
505 Park Avenue, New York, NY 10022, U.S.A. | Chairman of The Olayan Group | U.S.A. and Saudi Arabia | |||
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, Chief Executive Officer Renewable Power |
One Canada Square, Level 25, Canary Wharf, London, UK E14 5AA | Managing Partner, 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 | |||
Lisa Chu, Treasurer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President Finance, Brookfield | Canada | |||
Jack L. Cockwell, Director and Chairman of the Board |
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Chair of Brookfield Partners Foundation | Canada | |||
Lorretta Corso, Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Administrator, Corporate Secretary, Brookfield | Canada | |||
Brian W. Kingston, Director | 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. | Managing Partner, Chief Executive Real Estate, Brookfield | Canada | |||
Brian D. Lawson, Director and President |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
Cyrus Madon, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Private Equity, Brookfield | Canada | |||
Samuel J.B. Pollock, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure, Brookfield | Canada | |||
Timothy R. Price, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada | |||
Sachin Shah, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Investment Officer, Brookfield | Canada | |||
Tim Wang, Assistant Secretary | 181 Bay Street, Suite 3 00, Toronto, Ontario M5J 2T3, Canada | Manager, Capital Markets and Treasury, Brookfield | Canada |
SCHEDULE III
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. All such transactions were effected in the open market through a broker, and the prices exclude commissions. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares purchased or sold at each separate price.
Party |
Trade Date |
Buy/Sell | Number of Shares |
Weighted Average Price (C$) |
Low Price per Share (C$) |
High Price per Share (C$) |
||||||||||||||||||
BIF IV Eagle NR Carry LP |
1/12/2021 | Buy | 61,682 | 10.80 | 10.80 | 10.80 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
1/12/2021 | Buy | 38,318 | 10.80 | 10.80 | 10.80 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
1/13/2021 | Buy | 13,632 | 10.83 | 10.83 | 10.83 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
1/12/2021 | Buy | 8,468 | 10.83 | 10.83 | 10.83 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
1/15/2021 | Buy | 38,551 | 10.94 | 10.94 | 10.94 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
1/15/2021 | Buy | 23,949 | 10.94 | 10.94 | 10.94 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
1/18/2021 | Buy | 16,839 | 10.94 | 10.94 | 10.94 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
1/18/2021 | Buy | 10,461 | 10.94 | 10.94 | 10.94 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
1/19/2021 | Buy | 3,886 | 10.93 | 10.93 | 10.93 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
1/19/2021 | Buy | 2,414 | 10.93 | 10.93 | 10.93 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
1/28/2021 | Buy | 169,624 | 11.24 | 11.23 | 11.25 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
1/28/2021 | Buy | 105,376 | 11.24 | 11.23 | 11.25 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
1/29/2021 | Buy | 123,363 | 11.23 | 11.23 | 11.23 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
1/29/2021 | Buy | 76,637 | 11.23 | 11.23 | 11.23 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
2/1/2021 | Buy | 28,281 | 11.36 | 11.36 | 11.36 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
2/1/2021 | Buy | 17,569 | 11.36 | 11.36 | 11.36 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
2/2/2021 | Buy | 29,792 | 11.49 | 11.49 | 11.49 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
2/2/2021 | Buy | 18,508 | 11.49 | 11.49 | 11.49 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
2/3/2021 | Buy | 61,682 | 11.47 | 11.47 | 11.47 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
2/3/2021 | Buy | 38,318 | 11.47 | 11.47 | 11.47 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
2/4/2021 | Buy | 107,943 | 11.43 | 11.43 | 11.43 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
2/4/2021 | Buy | 67,057 | 11.43 | 11.43 | 11.43 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
2/5/2021 | Buy | 92,522 | 11.46 | 11.46 | 11.46 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
2/5/2021 | Buy | 57,478 | 11.46 | 11.46 | 11.46 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
2/9/2021 | Buy | 53,663 | 11.64 | 11.64 | 11.64 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
2/9/2021 | Buy | 33,337 | 11.64 | 11.64 | 11.64 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
2/10/2021 | Buy | 61,682 | 11.72 | 11.72 | 11.72 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
2/10/2021 | Buy | 38,318 | 11.72 | 11.72 | 11.72 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
2/11/2021 | Buy | 33,308 | 11.74 | 11.74 | 11.74 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
2/11/2021 | Buy | 20,692 | 11.74 | 11.74 | 11.74 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
2/16/2021 | Buy | 30,841 | 11.88 | 11.88 | 11.88 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
2/16/2021 | Buy | 19,159 | 11.88 | 11.88 | 11.88 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
2/17/2021 | Buy | 30,841 | 11.88 | 11.88 | 11.88 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
2/17/2021 | Buy | 19,159 | 11.88 | 11.88 | 11.88 | ||||||||||||||||||
BIF IV Eagle NR Carry LP |
3/10/2021 | Buy | 308 | 10.96 | 10.96 | 10.96 | ||||||||||||||||||
Eagle Canada Common Holdings LP |
3/10/2021 | Buy | 192 | 10.96 | 10.96 | 10.96 |