0001193125-16-498565.txt : 20160309 0001193125-16-498565.hdr.sgml : 20160309 20160309170634 ACCESSION NUMBER: 0001193125-16-498565 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160309 DATE AS OF CHANGE: 20160309 GROUP MEMBERS: 1700480 ONTARIO INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MACERICH CO CENTRAL INDEX KEY: 0000912242 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954448705 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43323 FILM NUMBER: 161495253 BUSINESS ADDRESS: STREET 1: 401 WILSHIRE BLVD STREET 2: STE 700 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3103946000 MAIL ADDRESS: STREET 1: 401 WILSHIRE BLVD SUITE 700 CITY: SANTA MONICA STATE: CA ZIP: 90401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 SC 13D/A 1 d165369dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D Amendment No. 3 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

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)

February 23, 2016

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13D

 

CUSIP No. 554382101   Page 2 of 6 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)

 

    15.6%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

    FI

 


SCHEDULE 13D

 

CUSIP No. 554382101   Page 3 of 6 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)

 

    15.6%

14  

TYPE OF REPORTING PERSON (See Instructions)

 

    CO

 


This Amendment No. 3 (this “Amendment No. 3”) 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”) and Amendment No. 2 to the Original Schedule 13D filed with the SEC on May 15, 2015 (“Amendment No. 2”, and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, 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 and Amendment No. 2.

All calculations with respect to beneficial ownership of the Issuer’s Common Stock set forth in this Schedule 13D are based on 149,149,560 shares of Common Stock outstanding as of February 22, 2016, as reported on the cover of the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Form 10-K”), filed with the SEC by the Issuer on February 23, 2016.

 

Item 2. Identity and Background

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

 

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following immediately after the last paragraph thereof:

The 1,186,000 shares of Common Stock acquired by 1700480 between May 18, 2015 and May 19, 2015 reported herein were acquired at an aggregate purchase price of $98,693,989. The source of the funds used to purchase such shares of Common Stock was a capital contribution to equity by 1700480’s parent, Teachers’.

In addition, according to its Form 10-K, the Issuer repurchased 9,333,590 shares of its Common Stock between November 12, 2015 and February 17, 2016. As a result of the acquisition of shares of Common Stock by 1700480 and the Issuer’s repurchase of its Common Stock, the Reporting Persons’ beneficial ownership percentage increased approximately 1.7% to 15.6%, with 0.9% of the approximately 1.7% increase due to the Issuer’s repurchase of its Common Stock.

 

4


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 15.6% of the shares of Common Stock outstanding. Pursuant to the Master Agreement, 1700480 agreed that if it and its affiliates collectively own (beneficially or of record) more than 9.9% of the outstanding shares of Common Stock, 1700480 will cause to be voted in accordance with the recommendations of the Issuer’s Board of Directors all of the shares of Common Stock owned by them in excess of such number of shares that represents 9.9% of the outstanding shares of Common Stock. The foregoing summary of the Master Agreement is qualified in its entirety by reference to the full text of the Master Agreement.

 

5


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.

March 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/ Sandra J. Hardy

Name:   Sandra J. Hardy
Title:   Vice-President and Secretary


SCHEDULE A

CERTAIN INFORMATION REGARDING THE BOARD MEMBERS AND OFFICERS

OF ONTARIO TEACHERS’ PENSION PLAN BOARD

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

 

Name

  

Residence or Business

Address

  

Occupation or Employment

Rodney Stephen Albert

(Board Member)

  

566 Rosebank Road S.

Pickering, ON L1W 2N5

   Board Member

William Frank Chinery

(Board Member)

  

129 Yonge Boulevard,

Toronto, ON M5M 3H2

   Board Member

Patricia Anne Croft

(Board Member)

  

155 Talbot Drive

Oakville, ON L6L 4C4

   Board Member

Lise Fournel

(Board Member)

  

30 Lakeshore Boulevard

Beaconsfield, Quebec

H9W 4H3

   Senior Vice President & Chief Information Officer, Air Canada

John David Murray

(Board Member)

  

43 Centennial Boulevard

Ottawa, ON K1S 0M6

   Board Member

Kathleen O’Neill

(Board Member)

  

21 Wilgar Road

Toronto, ON M8X 1J3

   Board Member

Steven Robert McGirr

(Board Member)

  

206 Bloor Street West

Suite 1102

Toronto, ON M5S 1T8

   Board Member

Barbara Frank Palk

(Board Member)

  

4 Douglas Drive

Toronto, ON M4W 2B3

   Board Member

David William Smith

(Board Member)

  

37 Burton Road

Toronto, ON M5P 1V1

   Board Member

Daniel Francis Sullivan

(Board Member)

  

65 Chestnut Park Road

Toronto, ON M4W 1W7

   Board Member

Jean Turmel

(Board Member)

  

1067 Boul. Mont-Royal

Outremont, QUE H2V 2H5

   President, Perseus Capital Inc.


OFFICERS      
Tracy Lee Abel   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Member Services
Deborah Mary Allan   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Communications and Media Relations
Neil Bisset   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President and Chief Information Officer
Dale Burgess   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Latin America, Infrastructure & Natural Resources
Charley Butler   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Member Experience & Innovation
Bogdan Cenanovic   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Technology, Media & Telecom, Private Capital
Jason Nicholas Chang   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Fixed Income, Currencies & Commodities, Capital Markets
Andrew James Claerhout   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Infrastructure
Jeffrey Michael Davis   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   General Counsel, Senior Vice President, Corporate Affairs and Corporate Secretary
Robert De Santis   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Solution Engineering
Rossana Di Lieto   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President & Chief Compliance Officer, Compliance
Kevin Clifford Duggan   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Execution & Treasury, Capital Markets
Steven Tommaso Faraone   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Healthcare & Consumer Retail, Teachers’ Private Capital
Audrey Ann Gaspar   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Total Fund Architecture, Strategy & Risk
Doug Gerhart   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Investment IT Architecture
Carol Gordon   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Audit Services
Alyssa Van Graft   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Strategy and Business Management
Jonathan Craig Hammond   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Enterprise Technology Services
Jonathan Michael Hausman   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Alternative Investments & Global Tactical Asset Allocation, Capital Markets
Ziad Hindo   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Capital Markets


Daniel Leo Houle   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Investment Operations
Hersh Joshi   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Taxation
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
Romeo Stephen Leemrijse   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Industrial Products, Energy & Power, Private Capital
Leslie Ann Lefebvre   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Global Active Equities, Public Equities
Kenneth James Steven Manget   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Relationship Investing, Public Equities
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
Stephen Frederick James McLennan   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Natural Resources, Infrastructure & Natural Resources
Calum McNeil   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Financial & Management Reporting
Marcia Elizabeth Mendes-d’Abreu   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Human Resources & Facilities
Ronald Wesley Mock   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   President & Chief Executive Officer
Michael Murray   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Financial Services, Private Capital
Nicole Theresa Musicco   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Regional Managing Director, Asia Pacific
Jennifer Susanne Newman   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Enterprise Services
John Scott Picket   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Research & Risk, Strategy & Risk
Sarah Jane Rowe   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Senior Vice President, Private Capital
Christopher Schindler   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Portfolio Management & Asset Allocation, Portfolio Construction Group
Lino Louis Sienna   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Long Term Equities, Private Capital


Peter Laverne Everett Simpson   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Financial Operations and Data Management
Stephen Jay Solursh   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President & Associate General Counsel
Olivia Penelope Steedman   

5650 Yonge Street, 3rd Floor

Toronto, ON M2M 4H5

   Vice President, Greenfield Investments & Value Creation, Infrastructure & Natural Resources
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 Asset, Strategy & Risk and Chief Investment Risk Officer


SCHEDULE B

CERTAIN INFORMATION REGARDING THE DIRECTORS

AND EXECUTIVE OFFICERS OF 1700480 ONTARIO INC.

Set forth in the table below are the name, current residence or business address and current occupation or employment of each of the directors and executive officers of 1700480 Ontario Inc., an Ontario, Canada corporation. Each director and officer is a citizen of Canada with the exception of Russell Goin, who is a citizen of the United States.

 

Name

  

Residence or Business Address

  

Occupation or Employment

John M. Sullivan

(Director)

  

20 Queen Street West, 5th Floor

Toronto, ON M5H 3R4

   President & Chief Executive Officer of The Cadillac Fairview Corporation Limited

Sandra J. Hardy

(Director)

  

20 Queen Street West, 5th Floor

Toronto, ON M5H 3R4

   Executive Vice President, General Counsel and Secretary of The Cadillac Fairview Corporation Limited

Duncan Osborne

(Officer)

  

20 Queen Street West, 5th Floor

Toronto, ON M5H 3R4

   Senior Vice President, Development of The Cadillac Fairview Corporation Limited

Russell Goin

(Officer)

  

20 Queen Street West, 5th Floor

Toronto, ON M5H 3R4

   Executive Vice President, Operations of The Cadillac Fairview Corporation Limited

Alan Millar

(Officer)

  

20 Queen Street West, 5th Floor

Toronto, ON M5H 3R4

   Vice President, Finance of The Cadillac Fairview Corporation Limited

Lois A. Miles

(Officer)

  

20 Queen Street West, 5th Floor

Toronto, ON M5H 3R4

   Senior Vice President, Taxation of The Cadillac Fairview Corporation Limited

Cathal J. O’Connor

(Officer)

  

20 Queen Street West, 5th Floor

Toronto, ON M5H 3R4

   Executive Vice President & Chief Financial Officer, The Cadillac Fairview Corporation Limited

Louie DiNunzio

(Officer)

  

20 Queen Street West, 5th Floor

Toronto, ON M5H 3R4

   Senior Vice President, Investments, The Cadillac Fairview Corporation Limited

Salvatore Iacono

(Officer)

  

20 Queen Street West, 5th Floor

Toronto, ON M5H 3R4

   Executive Vice President, Investments, The Cadillac Fairview Corporation Limited

Karl Kreppner

(Officer)

  

20 Queen Street West, 5th Floor

Toronto, ON M5H 3R4

   Senior Vice President, Investments, The Cadillac Fairview Corporation Limited