UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
The Macerich Company
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
554382101
(CUSIP Number)
Jeff Davis
Chief Legal & Corporate Affairs Officer
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)
January 31, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 554382101 | Page 2 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Ontario Teachers’ Pension Plan Board | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
23,286,237 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
23,286,237 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,286,237 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5% | |||||
| 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)
16.5% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
This Amendment No. 5 (this “Amendment No. 5”) 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”), Amendment No. 3 to the Original Schedule 13D filed with the SEC on March 9, 2016 (“Amendment No. 3”) and Amendment No. 4 to the Original Schedule 13D filed with the SEC on August 9, 2016 (“Amendment No. 4”) (the Original Schedule 13D, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, collectively, 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, Amendment No. 3 and Amendment No. 4.
All calculations with respect to beneficial ownership of the Issuer’s Common Stock set forth in this Amendment No. 5 are based on 140,772,872 shares of Common Stock outstanding as of November 2, 2017, as reported on the cover of the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the SEC by the Issuer on November 3, 2017 (the “September 2017 Form 10-Q”). Based on information reported by the Issuer in the September 2017 Form 10-Q, the Issuer reduced the number of outstanding shares of its Common Stock by 2,852,628 between August 2, 2016 and November 2, 2017. This reduction resulted in the increase in beneficial ownership of the Reporting Persons reported in this Amendment No. 5 from 16.2% in Amendment No. 4 to 16.5%.
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is hereby amended solely with respect to Schedule A and B 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 January 31, 2018, Mr. Sullivan informed the Issuer that he will not be standing for reelection to the Issuer’s board at the upcoming annual meeting of shareholders. The Reporting Persons confirm that they are holding shares of Common Stock for investment purposes only.
4
| Item 5. | Interest in Securities of the Issuer |
The first sentence of paragraphs (a) and (b) of Item 5 of the Schedule 13D is hereby amended and restated to read in its entirety as follows:
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 16.5% of the shares of Common Stock outstanding.
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit No. |
Description | |
| Exhibit 99.1 | Master Agreement, dated as of November 14, 2014, by and among The Macerich Company, Pacific Premier Retail LP, MACPT LLC, Macerich PPR GP LLC, Queens JV LP, Macerich Queens JV LP, Queens JV GP LLC, and 1700480 Ontario Inc. (incorporated by reference to Exhibit 2.1 to The Macerich Company’s Current Report on Form 8-K filed on November 18, 2014). | |
| Exhibit 99.2 | Registration Rights Agreement, dated as of November 14, 2014, by and between The Macerich Company and 1700480 Ontario Inc. (incorporated by reference to Exhibit 10.1 to The Macerich Company’s Current Report on Form 8-K filed on November 18, 2014). | |
| Exhibit 99.3 | Representation Letter, dated as of November 24, 2014, executed and delivered by The Macerich Company and agreed to by Ontario Teachers’ Pension Plan Board and 1700480 Ontario Inc. (incorporated by reference to Exhibit 99.3 to the Original Schedule 13D filed on November 24, 2014). | |
| 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. (incorporated by reference to Exhibit 99.6 to Amendment No. 4 filed on August 9, 2016). | |
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.
February 1, 2018
| Ontario Teachers’ Pension Plan Board | ||
| By: | /s/ Rossana Di Lieto | |
| Name: | Rossana Di Lieto | |
| Title: | Managing Director & Chief Compliance Officer | |
| 1700480 Ontario Inc. | ||
| By: | /s/ Duncan Osborne | |
| Name: | Duncan Osborne | |
| Title: | Authorized Officer | |
SCHEDULE A
CERTAIN INFORMATION REGARDING THE BOARD MEMBERS AND OFFICERS OF ONTARIO TEACHERS’ PENSION PLAN BOARD
Set forth in the table below are the name, current residence or business address and current occupation or employment of each of the board members and officers of Ontario Teachers’ Pension Plan Board, an Ontario, Canada corporation (“Teachers’”). Each director and officer is a citizen of Canada with the exception of: (i) Kathleen O’Neill who is a citizen of Canada and Ireland; (ii) Bjarne Graven Larsen who is a citizen of Denmark; and (iii) Andrew Jonathan Mark Taylor who is a citizen of the United Kingdom.
| Name |
Residence or Business Address |
Occupation or Employment | ||
| 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 |
Board Member | ||
| Gene Lewis (Board Member) |
3177 Saddleworth Crescent Oakville, ON L6M 0A8 |
Board Member | ||
| 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) |
155 St. Clair Avenue West Toronto, ON M4W 1W7 |
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, Quebec
|
President, Perseus Capital Inc. | ||
| OFFICERS |
||||
| Tracy Lee Abel |
5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5 |
Chief Pension Officer | ||
| Andrew James Claerhout | 5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5 |
Senior Managing Director, Infrastructure & Natural Resources | ||
| Jeffrey Michael Davis | 5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5 |
Chief Legal & Corporate Affairs Officer | ||
| Ziad Hindo | 5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5 |
Senior Managing Director, Capital Markets | ||
| 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 |
Chief Operating Officer | ||
| David Lloyd McGraw | 5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5 |
Chief Financial Officer | ||
| 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 |
Senior Managing Director, Public Equities | ||
| Sarah Jane Rowe | 5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5 |
Senior Managing Director, Private Capital | ||
| Andrew Jonathan Mark Taylor | 5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5 |
Senior Managing Director, International | ||
| Beth Tyndall | 5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5 |
Chief People Officer | ||
| Michael Peter Wissell | 5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5 |
Senior Managing Director, Portfolio Construction | ||
| Barbara Maria Zvan-Watson | 5650 Yonge Street, 3rd Floor Toronto, ON M2M 4H5 |
Chief Risk & Strategy 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.
| Name |
Residence or Business Address |
Occupation or Employment | ||
| John M. Sullivan (Director) |
20 Queen Street West, 5th Floor Toronto, Ontario M5H 3R4 |
President & Chief Executive Officer of The Cadillac Fairview Corporation Limited | ||
| Sandra J. Hardy (Director) |
20 Queen Street West, 5th Floor Toronto, Ontario 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, Ontario M5H 3R4 |
Executive Vice-President, Investments of The Cadillac Fairview Corporation Limited | ||
| Cathal J. O’Connor (Officer) |
20 Queen Street West, 5th Floor Toronto, Ontario M5H 3R4 |
Executive Vice-President & Chief Financial Officer of The Cadillac Fairview Corporation Limited | ||
| Alan Millar (Officer) |
20 Queen Street West, 5th Floor Toronto, Ontario M5H 3R4 |
Vice-President, Finance of The Cadillac Fairview Corporation Limited | ||
| Lois A. Miles (Officer) |
20 Queen Street West, 5th Floor Toronto, Ontario M5H 3R4 |
Senior Vice-President, Taxation of The Cadillac Fairview Corporation Limited | ||
| Salvatore Iacono (Officer) |
20 Queen Street West, 5th Floor Toronto, Ontario M5H 3R4 |
Executive Vice-President, Operations of The Cadillac Fairview Corporation Limited | ||
| Louie DiNunzio (Officer) |
20 Queen Street West, 5th Floor Toronto, Ontario M5H 3R4 |
Senior Vice-President , Investments of The Cadillac Fairview Corporation Limited | ||
| Karl Kreppner (Officer) |
20 Queen Street West, 5th Floor Toronto, Ontario M5H 3R4 |
Senior Vice-President, Investments of The Cadillac Fairview Corporation Limited | ||
EXHIBIT INDEX
| Exhibit 99.1 | Master Agreement, dated as of November 14, 2014, by and among The Macerich Company, Pacific Premier Retail LP, MACPT LLC, Macerich PPR GP LLC, Queens JV LP, Macerich Queens JV LP, Queens JV GP LLC, and 1700480 Ontario Inc. (incorporated by reference to Exhibit 2.1 to The Macerich Company’s Current Report on Form 8-K filed on November 18, 2014). | |
| Exhibit 99.2 | Registration Rights Agreement, dated as of November 14, 2014, by and between The Macerich Company and 1700480 Ontario Inc. (incorporated by reference to Exhibit 10.1 to The Macerich Company’s Current Report on Form 8-K filed on November 18, 2014). | |
| Exhibit 99.3 | Representation Letter, dated as of November 24, 2014, executed and delivered by The Macerich Company and agreed to by Ontario Teachers’ Pension Plan Board and 1700480 Ontario Inc. (incorporated by reference to Exhibit 99.3 to the Original Schedule 13D filed on November 24, 2014). | |
| Exhibit 99.4 | Limited Waiver, dated as of November 14, 2014, of the Macerich Company to Ontario Teachers’ Pension Plan Board and its affiliates (incorporated by reference to Exhibit 99.4 to the Original Schedule 13D filed on November 24, 2014). | |
| Exhibit 99.5 | Joint Filing Agreement, dated November 24, 2014, by and between Ontario Teachers’ Pension Plan Board and 1700480 Ontario Inc. (incorporated by reference to Exhibit 99.5 to the Original Schedule 13D filed on November 24, 2014). | |
| Exhibit 99.6 | Letter Agreement, dated as of August 8, 2016, by and among The Macerich Company, Ontario Teachers’ Pension Plan Board and 1700480 Ontario Inc. (incorporated by reference to Exhibit 99.6 to Amendment No. 4 filed on August 9, 2016). | |