Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2014 - 4:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
x
Form
10-K
¨
Form 20-F
¨
Form 11-K
¨
Form 10-Q
¨
Form 10-D
¨
Form N-SAR
For Period Ended:
December 31, 2013
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¨
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Transition Report on Form
10-K
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¨
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Transition Report on Form
20-F
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¨
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Transition Report on Form
11-K
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¨
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Transition Report on Form
10-Q
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¨
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Transition Report on Form
N-SAR
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For the Transition Period Ended: _______________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Brookfield
DTLA Fund Office Trust Investor Inc.
Full Name of Registrant
Former Name if Applicable
250 Vesey Street, 15
th
Floor
Address of Principal Executive Office
(Street
and Number)
New York, NY 10281
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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x
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(a)
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The reason described in reasonable detail in Part III
of this form could not be eliminated without unreasonable effort or expense
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(b)
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The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
(Attach extra Sheets if Needed)
The Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2013 cannot be filed within the prescribed time period because of the time required for us to conclude our preparation
of our financial statements and for our independent registered public accounting firm to conclude its audit of our financial statements,
as a result of the Registrant’s acquisition of MPG Office Trust, Inc. and MPG office, L.P. (“MPG”) during the
fourth quarter of 2013 and the additional time required to apply acquisition accounting to the Registrant’s financial statements.
The Registrant anticipates that its Annual Report on Form 10-K will be filed on or before the fifteenth calendar day following
its prescribed due date.
PART IV — OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification.
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Edward F. Beisner
(Name)
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212
(Area Code)
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417-7000
(Telephone Number)
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(2)
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Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify
report(s). Yes
x
No
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(3)
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Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
Yes
x
No
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If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
The Registrant anticipates changes in the results
of operations since the corresponding period for the year ended December 31, 2012 due to the acquisition of MPG.
Brookfield DTLA Fund Office Trust Investor
Inc.
(Name of Registrant
as Specified in Charter)
has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date: March 31, 2014
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By
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/s/ Edward F. Beisner
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Edward F. Beisner
Senior Vice President, Controller and Treasurer
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