UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

(Amendment No. )

 
       
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BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

 

 

 

 

(Name of Registrant as Specified In Its Charter)

 

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NOTICE OF 2020 Annual MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 12, 2020

 

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

October 2, 2020

 

TO THE STOCKHOLDERS OF BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.:

 

NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Brookfield DTLA Fund Office Trust Investor Inc., a Maryland corporation (the “Company”, “we”, “our” or “us”), will be held on November 12, 2020 at 11:00 a.m. (New York time), for holders of common stock, par value $0.01 per share (“Common Stock”), and holders of 7.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), of the Company. The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visiting https://edge.media-server.com/mmc/p/at8n3kks or dialing (844) 358-9182 (US and Canada) or (478) 219-0399 (International) with passcode 8882707.

 

At the Annual Meeting, holders of Common Stock will be entitled to vote as a single class for:

 

The election of five directors to serve until the 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualifies;
The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and
The transaction of such other business as may properly come before the meeting or any continuation, postponement or adjournment thereof.

 

At the Annual Meeting, holders of Series A Preferred Stock will not be entitled to vote on any matter.

 

Pursuant to our charter, holders of Series A Preferred Stock are entitled to elect two directors (“Preferred Directors”) until the full payment (or setting aside for payment) of all dividends on the Series A Preferred Stock that are in arrears, as well as dividends for the then-current period. At a Special Meeting of holders of the Company’s Series A Preferred Stock held on November 10, 2017, which was adjourned until, and concluded on, December 11, 2017, Andrew Dakos and Phillip Goldstein were elected by the holders of Series A Preferred Stock to serve as directors on the board of directors (the “Board”). As holders of Series A Preferred Stock did not submit nominees for the Annual Meeting as provided in our Second Amended and Restated Bylaws of the Company, dated August 11, 2014 (the “Amended Bylaws”), Mr. Dakos and Mr. Goldstein will continue to serve on the Board as Preferred Directors until their successors are duly elected and qualifies or, if earlier, until the full payment (or setting aside for payment) of all dividends on the Series A Preferred Stock that are in arrears, as well as dividends for the then-current period in accordance with Maryland law, our charter and the Amended Bylaws.

 

The Board has fixed the close of business on September 14, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any continuation, postponement or adjournment thereof. Only holders of Common Stock of record on September 14, 2020 may vote at the Annual Meeting on the foregoing matters. A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 is enclosed.

 

Brookfield DTLA Holdings LLC, a Delaware limited liability company, is the holder of all of the issued and outstanding shares of Common Stock. Please refer to the attached Information Statement, which forms a part of this Notice of Annual Meeting and is incorporated herein by reference, for further information with respect to the business to be transacted at the Annual Meeting.

 

By Order of the Board,

Michelle L. Campbell, Secretary

 

 

 

 

BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.

250 VESEY STREET, 15TH FLOOR NEW YORK, NY 10281

  

  

INFORMATION STATEMENT

 

  

INFORMATION CONCERNING VOTING AT THE ANNUAL MEETING

 

General Information

 

This information statement (“Information Statement”) is being furnished by Brookfield DTLA Fund Office Trust Investor Inc., a Maryland corporation (the “Company”, “we”, “our” or “us”), in connection with the Annual Meeting (the “Annual Meeting”) of stockholders of the Company being held on November 12, 2020 at 11:00 a.m. (New York time), for holders of common stock, par value $0.01 per share (“Common Stock”) and holders of 7.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”) of the Company, and at any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visiting https://edge.media-server.com/mmc/p/at8n3kks or dialing (844) 358-9182 (US and Canada) or (478) 219-0399 (International) with passcode 8882707. We are first mailing this Information Statement on or about October 2, 2020 to stockholders of record as of the close of business on September 14, 2020, the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”).

 

THE BOARD OF DIRECTORS (THE “BOARD”) OF THE COMPANY IS NOT ASKING FOR A PROXY.

 

YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

Who Can Vote

 

Common Stock

 

As of the Record Date, Brookfield DTLA Holdings LLC, a Delaware limited liability company (“DTLA Holdings”, and together with its affiliates excluding the Company and its subsidiaries, the “Manager”), was the holder of all of the issued and outstanding shares of Common Stock. DTLA Holdings is an indirect partially- owned subsidiary of Brookfield Property Partners L.P., which is the flagship listed real estate company of Brookfield Asset Management Inc. (“Brookfield Asset Management” or “BAM”), a leading global alternative asset manager with over $550 billion in assets under management. DTLA Holdings is entitled to vote on the election of five directors, the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm and on each other matter properly presented at the Annual Meeting. As of the Record Date, there were 1,000 shares of Common Stock outstanding.

 

Series A Preferred Stock

 

Holders of Series A Preferred Stock will not be entitled to vote on any matter at the Annual Meeting. As of the Record Date, there were 9,730,370 shares of Series A Preferred Stock outstanding.

 

Voting of Shares

 

DTLA Holdings, the holder of record of all of the issued and outstanding shares of Common Stock as of the close of business on the Record Date, is the only stockholder entitled to vote for each of the five directors to be elected at the Annual Meeting by the holders of Common Stock, the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm and each other matter to be voted upon at the Annual Meeting. The Board knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this Information Statement.

 

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Quorum; Counting of Votes

 

In order for there to be a vote on any matter at the Annual Meeting, there must be a quorum. In order to have a quorum for the transaction of business by the holders of Common Stock, DTLA Holdings, as the sole holder of Common Stock, must be present in person or by legal proxy. In determining whether there is a quorum, shares held by persons attending the Annual Meeting in person will be counted as present for purposes of determining a quorum. Abstentions are counted as present for determining the presence of a quorum. If we fail to obtain a quorum for the Common Stock, the chair of the Annual Meeting may adjourn the meeting to another place, date or time.

 

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, a representative of the Company, who will separately tabulate affirmative and negative votes and abstentions. There will be no fee associated with these services.

 

Votes Required to Elect Directors and Adopt Other Proposals

 

In order to be elected as a director by the holders of Common Stock, a nominee must receive a plurality of all the votes cast by DTLA Holdings at the Annual Meeting. The affirmative vote of a majority of the votes cast by DTLA Holdings is required for the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.

 

For purposes of calculating votes cast in the election of directors, votes withheld will not be counted as votes cast “for” or “against” a director and will have no effect on the election of directors. For purposes of calculating votes cast regarding the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, abstentions will not be counted as votes cast “for” or “against” the proposal and will not have an effect on the result of such proposal.

 

Costs

 

We will bear the entire cost of the Annual Meeting. These costs will include reimbursements paid to brokerage firms and others for their expenses incurred in forwarding this Information Statement and other material regarding the Annual Meeting to beneficial owners of our securities.

 

  

NO PERSON IS AUTHORIZED ON OUR BEHALF TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS INFORMATION STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION AND/OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS INFORMATION STATEMENT SHALL UNDER NO CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE COMPANY’S AFFAIRS SINCE THE DATE OF THIS INFORMATION STATEMENT.

 

The Company’s principal executive offices are located at 250 Vesey Street, 15th Floor, New York, NY 10281 and its telephone number is (212) 417-7000. References herein to the “Company” refer to Brookfield DTLA Fund Office Trust Investor Inc. and its subsidiaries, unless the context indicates otherwise.

 

   

The date of this Information Statement is October 2, 2020.

 

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ELECTION OF DIRECTORS

 

Under our charter and the Second Amended and Restated Bylaws of the Company, dated August 11, 2014 (the “Amended Bylaws”), other than with respect to the Preferred Directors (as described below under the heading “—Information Regarding the Preferred Directors”), each member of the Board is elected by a vote of the Common Stock and serves until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies, or until such director’s earlier death, resignation or removal. Vacancies among directors elected by the holders of Common Stock may be filled only by a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual election of directors and until such director’s successor is elected and qualifies.

 

Information Regarding the Common Stock Directors

 

Directors are elected by a plurality of the votes cast at the Annual Meeting, which means the five individuals nominated for election as directors by the holders of Common Stock who receive the largest number of votes properly cast by the holders of Common Stock will be elected as directors. Each share of Common Stock is entitled to one vote for each of the director nominees. Cumulative voting is not permitted. It is the intention of DTLA Holdings, the sole holder of all of the issued and outstanding shares of Common Stock, to vote for the election of the nominees named below. If any nominee should become unavailable for election prior to the Annual Meeting, an event which the Board does not currently anticipate, DTLA Holdings will vote for the election of a substitute nominee or nominees proposed by the Board.

 

G. Mark Brown, Michelle L. Campbell, Murray Goldfarb, Ian Parker and Robert L. Stelzl are the nominees for election to the Board by the holders of Common Stock. Each nominee has consented to be named in this Information Statement and to serve as a director if elected, and management has no reason to believe that any nominee will be unable to serve. The information below relating to the nominees for election as directors by the holders of Common Stock has been furnished to us by the respective individuals. If elected at the Annual Meeting, Messrs. Brown, Goldfarb, Parker and Stelzl and Ms. Campbell would each serve until the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) and until their respective successors are duly elected and qualifies, or until such director’s earlier death, resignation or removal.

 

The following table sets forth information regarding the individuals who are the nominees for election as directors of the Company by DTLA Holdings as the sole holder of the Company’s Common Stock:

 

 

Name       

 

 

Age

 

 

Position with the Company

 

Director

Since

G. Mark Brown   55   Director (also Chairman of the Board and Principal Executive Officer)   2013
Michelle L. Campbell   49   Director (also Senior Vice President, Secretary)   2014
Murray Goldfarb   45   Director   2018
Ian Parker   56   Director   2017
Robert L. Stelzl   75   Director   2014

 

Certain members of the Board are employed by the Manager. The Manager manages the Company’s operations and activities, and it, together with the Board and officers, makes decisions on the Company’s behalf. Certain subsidiaries of the Company have entered into arrangements with the Manager, pursuant to which the Manager provides property management and various other services to the Company.

 

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G. Mark Brown has served on the Board since the Company was formed in 2013 and has served as Chairman of the Board and the Company’s Principal Executive Officer since May 2017. Mr. Brown is a Managing Partner in Brookfield Asset Management’s real estate group. He has been employed by the Manager since 2000 in various senior executive roles, including Global Chief Investment Officer. The Board nominated Mr. Brown to serve as a director based on, among other factors, his knowledge of the Company and his experience in commercial real estate.

 

Michelle L. Campbell has served on the Board since 2014 and has served as Senior Vice President and Secretary of the Company since March 2016 and as Vice President and Secretary of the Company since it was formed in 2013. Ms. Campbell is a Senior Vice President in Brookfield Asset Management’s real estate group and has been employed by the Manager in various legal positions since 2007. The Board nominated Ms. Campbell to serve as a director based on, among other factors, her knowledge of the Company and her experience in legal matters and commercial real estate.

 

Murray Goldfarb has served on the Board since August 2018. Mr. Goldfarb is a Managing Partner in Brookfield Asset Management’s real estate group. He has been employed by the Manager since 2012. The Board nominated Mr. Goldfarb to serve as a director based on, among other factors, his knowledge of the Company and its affiliates and his experience in legal matters and commercial real estate.

 

Ian Parker has served on the Board since 2017. Prior to his retirement in July 2020, Mr. Parker served as the Chief Operating Officer of the Company and of Brookfield Properties in the Western US and Canada. He was employed by the Manager in various senior operational roles since 1996. The Board nominated Mr. Parker to serve as a director based on, among other factors, his knowledge of the Company’s affiliates and his experience in commercial real estate.

 

Robert L. Stelzl has served on the Board since 2014. Mr. Stelzl is a private real estate investor and investment manager. In 2003, he retired from Colony Capital, LLC, a global real estate private equity investor, after 14 years as a principal and member of the Investment Committee. The Board nominated Mr. Stelzl to serve as a director based on, among other factors, his experience in commercial real estate.

 

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF MESSRS. BROWN, GOLDFARB, PARKER AND STELZL AND MS. CAMPBELL TO SERVE ON THE BOARD UNTIL THE 2021 Annual MEETING AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIES.

 

Information Regarding the Preferred Directors

 

As holders of Series A Preferred Stock of the Company did not submit any proposals for the election of directors at the Annual Meeting, Andrew Dakos and Phillip Goldstein will continue to serve on the Board as Preferred Directors until their successors are duly elected and qualifies or, if earlier, until the full payment (or setting aside for payment) of all dividends on the Series A Preferred Stock that are in arrears, as well as dividends for the then-current period in accordance with Maryland law, the Company’s charter and the Amended Bylaws.

 

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Each of Messrs. Dakos and Goldstein, as incumbent directors, has consented to be named in this Information Statement and to continue to serve as a Preferred Director. The information below relating to the incumbent directors has been furnished to us by the respective individuals. The following table sets forth information regarding the incumbent Preferred Directors:

 

 

Name       

 

 

Age

 

 

Position

 

Director

Since

Andrew Dakos   54   Director   2017
Phillip Goldstein   75   Director   2017

 

Andrew Dakos has served on the Board since December 2017, following his election at a Special Meeting of holders of the Company’s Series A Preferred Stock. Mr. Dakos is a Principal of Bulldog Investors, LLC (“Bulldog Investors”), a Securities and Exchange Commission (“SEC”) registered investment adviser to certain private funds (currently being liquidated), separately-managed accounts and Special Opportunities Fund, Inc., a New York Stock Exchange (“NYSE”) listed registered closed-end investment company (“Special Opportunities Fund”). He co-manages Bulldog Investor’s investment strategy. Mr. Dakos also serves as President and Director of Special Opportunities Fund, CEO, President and Chairman of Swiss Helvetia Fund, Inc., Trustee of Crossroads Liquidating Trust and Trustee and President of the High Income Securities Fund.

 

Phillip Goldstein has served on the Board since December 2017, following his election at a Special Meeting of holders of the Company’s Series A Preferred Stock. Mr. Goldstein is a co-founder and Principal of Bulldog Investors. He is the lead investment strategist for Bulldog Investors. Mr. Goldstein also serves as Chairman of The Mexico Equity and Income Fund, Inc., Secretary and Chairman of Special Opportunities Fund, Director of MVC Capital, Inc., Director of Swiss Helvetia Fund, Inc., Trustee of Crossroads Liquidating Trust and Chairman and Secretary of the High Income Securities Fund.

 

Board Governance Documents

 

The Board maintains a charter for its Audit Committee, has adopted written policies regarding the Approval of Audit and Non-Audit Services Provided by the External Auditor and has adopted Corporate Governance Guidelines. The Board has also adopted the Code of Business Conduct and Ethics and Personal Trading Policy of Brookfield Asset Management, each applicable to the directors, officers and employees of BAM and its subsidiaries. The Company is an indirect subsidiary of BAM. The Audit Committee Charter, Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on the Company’s website at www.dtlaofficefund.com under the heading “Reports & Filings/Governance Documents” and are also available in print to any person who sends a written request to that effect to the attention of Michelle L. Campbell, Senior Vice President, Secretary, and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.

 

Director Independence

 

Because the Series A Preferred Stock is the only publicly listed security of the Company, the Company is treated as a special entity as defined by the NYSE Rules on corporate governance (the “NYSE Rules”) and is not required to comply with most of the NYSE rules on corporate governance. The Company has chosen to rely on the NYSE Rules’ “special entity exemption” with respect to certain independence requirements. Of the Company’s seven directors, three are currently independent of management, DTLA Holdings and the Manager. The Board has adopted independence standards as part of its Corporate Governance Guidelines, which are available in print to any person who sends a written request to that effect to the attention of our Secretary, as provided for above under the heading “–Board Governance Documents.”

 

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The independence standards contained in the Corporate Governance Guidelines incorporate the categories of relationships between a director and a listed company that would make a director ineligible to be independent according to the standards issued by the NYSE.

 

In accordance with the NYSE Rules and our Corporate Governance Guidelines, on March 24, 2020, the Board affirmatively determined that each of the following directors is and was independent within the meaning of both the Company’s and the NYSE’s director independence standards, as then in effect:

 

Andrew Dakos

Phillip Goldstein

Robert L. Stelzl

 

The Board has also determined that each of Messrs. Dakos and Stelzl is independent within the meaning of both the Company’s and the NYSE’s director independence standards applicable to members of an Audit Committee. Additionally, Messrs. Dakos and Stelzl satisfy the enhanced independence standards set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) applicable to all companies with securities listed on the NYSE.

 

Board Meetings

 

The Board held five meetings during the fiscal year ended December 31, 2019. Mr. Brown, Chairman of the Board and Principal Executive Officer, presided as Chairman at all of these meetings. The number of meetings for the Audit Committee is set forth below under the heading “Board Committees – Audit Committee – Audit Committee Meetings.”

 

Directors are expected to make best efforts to attend all Board meetings and all meetings of the Audit Committee if they are a member of that committee. Five of the seven directors who were then serving on the Board attended our 2019 annual meeting. During the fiscal year ended December 31, 2019, all of our current directors attended 100% of the total number of meetings of the Board that they were eligible to attend.

 

During the 2020 calendar year through the date of this Information Statement, the Board met four times and all of our directors attended 100% of the total number of meetings of the Board during such period. Mr.

Brown presided as Chairman over all of these meetings.

 

Board Leadership Structure and Risk Oversight

 

The Amended Bylaws give the Board the flexibility to determine whether the roles of principal executive officer and Chairman of the Board should be held by the same person or two separate individuals. In connection with the listing of the Series A Preferred Stock on the NYSE, the Board determined that having one person serve as both principal executive officer and Chairman of the Board is in the best interest of the Company’s stockholders. We believe this structure makes the best use of the principal executive officer’s extensive knowledge of the Company and fosters real-time communication between management and the Board. Since 2017, Mr. Brown has served as Chairman of the Board and Principal Executive Officer of the Company.

 

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The Board is actively involved in overseeing the Company’s risk management. Under the Corporate Governance Guidelines, the Board is responsible for assessing the major risks facing the Company and its business and approving and monitoring appropriate systems to manage those risks. Under its charter, the Audit Committee is responsible for reviewing and approving the Company’s policies with respect to risk assessment and management, particularly financial risk exposure, and discussing with management the steps taken to monitor and control risks.

 

Board Committees

 

As a special entity under the NYSE Rules, the Board maintains an Audit Committee, but is not required to establish or maintain a Nominating and Corporate Governance Committee or a Compensation Committee.

 

Audit Committee – General

 

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act and is responsible for monitoring the Company’s systems and procedures for financial reporting, risk management and internal controls, reviewing certain public disclosure documents and monitoring the performance and independence of the Company’s external auditors. The Audit Committee is also responsible for reviewing the Company’s annual audited financial statements, unaudited quarterly financial statements and management’s discussion and analysis of the financial condition and results of operations prior to their approval by the full Board. In addition, the Audit Committee is responsible for recommending to the Board the firm of independent registered public accountants to be nominated for appointment as the external auditors, for approving the assignment of any non-audit work to be performed by the external auditors and preparing the report that federal securities laws require to be included in our information statement each year (see page 14 for the Audit Committee Report relating to the financial statements for the most recent year ended). The Audit Committee meets regularly in separate private sessions with the Company’s external auditors, without management present, to discuss and review specific issues as appropriate. The Board has approved a charter of the Audit Committee, and the Audit Committee carries out its responsibilities in accordance with those terms. The charter is available in print to any person who requests it by writing to our Secretary, as provided for above under the heading “– Board Governance Documents.”

 

Mr. Stelzl is currently Chairman of the Audit Committee and Mr. Dakos is a member of the Audit Committee. Each of Messrs. Stelzl and Dakos is an independent director. Mr. Stelzl has served on the Audit Committee since his election to the Board in 2014 and was also appointed Chair of the Audit Committee in 2014. Mr. Dakos has served on the Audit Committee since March 2018. The composition of the Audit Committee meets NYSE requirements for a special entity. As a special entity under the NYSE Rules, the Board is not required to determine whether any members of the Audit Committee qualify as an “audit committee financial expert” as defined by the SEC. The independent members of the Audit Committee also satisfy the enhanced independence standards applicable to audit committees set forth in Rule 10A-3(b)(1) under the Exchange Act.

 

Audit Committee Meetings

 

During the fiscal year ended December 31, 2019, the Audit Committee met four times and all of the directors serving on the Audit Committee attended 100% of the total number of meetings of the Audit Committee that they were eligible to attend during such fiscal year.

 

During the 2020 calendar year through the date of this Information Statement, the Audit Committee met three times and all of the members of the Audit Committee attended 100% of the total number of meetings of the Audit Committee during such period.

 

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Pre-approval Policies and Procedures of the Audit Committee

 

Consistent with SEC rules regarding auditor independence, the Company has adopted written policies, which require the Audit Committee or the Chair of the Audit Committee to pre-approve both audit and non-audit services to be performed for us by our independent registered public accounting firm. Any decisions of the Chair of the Audit Committee to pre-approve a permitted service (as defined in the policy) shall be reported to the Audit Committee at each of its regularly scheduled meetings. The Audit Committee does not delegate to management its responsibilities to pre-approve services performed by the independent registered public accounting firm. The pre-approval of audit and non-audit services may be given at any time up to a year before commencement of the specified services. During the fiscal year ended December 31, 2019, all audit and non-audit services provided to us by Deloitte & Touche LLP were pre-approved by the Audit Committee.

 

Qualifications of Director Nominees

 

The Board has not set forth minimum qualifications for Board nominees. However, under our Corporate Governance Guidelines, director nominees must have, among other criteria, an understanding of the Company’s principal operational and financial objectives, plans and strategies, financial position and performance as well as the performance of the Company relative to its principal competitors. The Board has not adopted any formal policy regarding an attempt to maintain a pre-determined mix of backgrounds of the Board nominees as such backgrounds related to education, geography, race, gender, national origin or other factors have no bearing on expertise. Rather, the Board looks to that level and type of experience, expertise and credentials of our nominees that the Company determines are necessary or desirable for the Board at the time.

 

Process for Considering Director Nominees

 

The Board has proposed a slate of nominees to the holders of Common Stock for re-election at the Annual Meeting at which directors are to be re-elected consisting of nominees who, in the exercise of the Board’s judgment, the Board has found to be well qualified and willing and available to serve. The basis for the Board’s recommendation of each of Messrs. Brown, Goldfarb, Parker and Stelzl and Ms. Campbell is described above in the respective director’s biography.

 

At an appropriate time after a vacancy arises on the Board or a director advises the Board of his or her intention to resign, the Board may fill such vacancy with a director who, in the exercise of the Board’s judgment, the Board has found to be well qualified and willing and available to serve. However, if such vacancy relates to a director elected by the holders of Series A Preferred Stock, according to the Articles Supplementary for the Series A Preferred Stock (the “Articles”), the vacancy may be filled by the remaining Preferred Director or, if none remains in office, by a vote of the holders of record of a majority of the outstanding Series A Preferred Stock. A special meeting of the holders of the Series A Preferred Stock shall be called upon written request of the holders of record of at least 10% of the outstanding shares of the Series A Preferred Stock. Such special meeting shall be held not less than ten and not more than 45 days after the date such written request is provided to the Company. In order to elect Preferred Directors at any annual or special meeting, a quorum, which is the holders of one-third of the Series A Preferred Stock, must be present in person or by proxy.

 

In addition, to the extent the Company is legally required by contract or otherwise to permit a third party to nominate one or more of the directors to be elected (for example, pursuant to rights contained in the Articles to elect directors upon non-payment of dividends), then the nomination or election of such directors shall be governed by such requirements. Any director nominations received from stockholders will be evaluated in the same manner that nominees suggested by our directors, management or other parties are evaluated.

 

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Manner by Which Stockholders May Nominate Director Candidates for Election at the Next Annual Meeting

 

The Board will consider Preferred Director candidates properly nominated for election at the 2021 Annual Meeting in accordance with the Amended Bylaws by holders of Series A Preferred Stock received at least 90 days before the first anniversary of this year’s date of mailing of this Information Statement but no more than 120 days prior to such date. All nominations should be directed in writing to Michelle L. Campbell, Secretary, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281. Each holder of Series A Preferred Stock nominating a person as a Preferred Director candidate should provide us with the information required by Section 2 of the Amended Bylaws so that the Board may determine, among other things, whether the nominated director candidate is independent from the stockholder, or each member of the stockholder group, that has nominated the director candidate. These requirements include the following:

 

If the nominating stockholder or any member of the nominating stockholder group is a natural person, whether the nominated Preferred Director candidate is the nominating stockholder, a member of the nominating stockholder group, or a member of the immediate family of the nominating stockholder or any member of the nominating stockholder group;
   

If the nominating stockholder or any member of the nominating stockholder group is an entity, whether the nominated Preferred Director candidate or any immediate family member of the nominated director candidate is or has been at any time during the current or preceding calendar year an employee of the nominating stockholder or any member of the nominating stockholder group;
   

Whether the nominated director candidate or any immediate family member of the nominated Preferred Director candidate has accepted, directly or indirectly, any consulting, advisory, or other compensatory fees from the nominating stockholder or any member of the group of nominating stockholders, or any of their respective affiliates, during the current or preceding calendar year;
   

Whether the nominated Preferred Director candidate is an executive officer or director (or person fulfilling similar functions) of the nominating stockholder or any member of the nominating stockholder group, or any of their respective affiliates; and
   

Whether the nominated Preferred Director candidate controls the nominating stockholder or any member of the nominating stockholder group.

 

The nominating stockholder may also be asked by the Board to provide supplemental information to enable the Board to determine whether the nominated Preferred Director candidate (i) is qualified to serve on the Audit Committee, (ii) meets the standards of an independent director and (iii) satisfies the standards for our directors set forth above under the heading “ Qualifications of Director Nominees.” In addition, the nominating stockholder should include the consent of the nominated Preferred Director candidate in the information provided to us and the nominated Preferred Director candidate will need to make himself or herself reasonably available to be interviewed by the Board. The Board will consider all nominated Preferred Director candidates properly submitted to it in accordance with these procedures and the requirements of our charter and the Amended Bylaws. The Board will not consider any Preferred Director candidate if such candidate’s candidacy or, if elected, Board membership, would violate controlling federal or state law.

 

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Communications with the Board

 

Stockholders or other interested persons wishing to communicate with the Board may send correspondence directed to the Board, c/o Michelle L. Campbell, Senior Vice President, Secretary and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281. Ms. Campbell will review all correspondence addressed to the Board, or any individual Board member, for any inappropriate correspondence and correspondence more suitably directed to our management. Ms. Campbell will summarize all correspondence not forwarded to the Board and make the correspondence available to the Board for its review at the Board’s request. Ms. Campbell will forward all such communications to the Board prior to the next regularly scheduled meeting of the Board following the receipt of the communication, as appropriate.

 

Correspondence intended for our non-management directors as a group should be delivered to the address above, “Attention: Non-Management Directors, c/o Michelle L. Campbell, Secretary.”

 

Compensation of Directors

 

The following table summarizes the compensation earned by each of our independent directors during the fiscal year ended December 31, 2019:

 

Name (1)  

Fees Earned

or Paid

in Cash

($) (2)

   

 

 

Stock Awards

($)

   

 

 

Option Awards

($)

   

 Non-Equity

Incentive Plan

Compensation

($)

   

 

All Other

Compensation

($)

   

  

 

Total

($)

 
(a)   (b)     (c)     (d)     (e)     (f)     (g)  
Andrew Dakos     65,000       -       -       -       -       65,000  
Phillip Goldstein     55,000       -       -       -       -       55,000  
Robert L. Stelzl     65,000       -       -       -       -       65,000  

 

(1) Each non-independent member of the Board does not receive any additional compensation from the Company for his or her services as a director.
(2) The compensation of the Company’s independent directors consists of an annual retainer fee of $55,000 and an additional $10,000 for members of the Audit Committee.

 

ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

 

Our executive officers are employed and compensated by the Manager and, consequently, this Information Statement does not include executive compensation disclosure pursuant to Item 402 of Regulation S- K of the U.S. Securities Act of 1933 (“Item 402”), including the Compensation Discussion and Analysis section, the compensation tables and other narrative executive compensation disclosure required by Item 402. The Company is not required to hold a non-binding advisory stockholder “say-on-pay” vote on the compensation of our executive officers, as such a vote is required only when proxies are being solicited from stockholders.

 

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee of the Board has recommended to the Board that it select Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 and has further directed that management submit the selection of the independent registered public accounting firm for ratification by DTLA Holdings as the sole holder of Common Stock at the Annual Meeting. Deloitte & Touche LLP has audited our financial statements since our inception in 2013.

 

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Principal Accounting Fees and Services

 

The following table summarizes the aggregate fees billed to the Company for professional services rendered by its independent registered public accounting firm, Deloitte & Touche LLP, for the fiscal years ended December 31, 2019 and 2018: 

 

    For the Year Ended December 31, 2019     For the Year Ended December 31, 2018  
Audit fees (1)   $ 776,100     $ 754,100  
Audit-related fees     -       -  
Tax fees     -       -  
All other fees     -       -  
    $ 776,100     $ 754,100  

 

 

(1) Audit fees consist of fees for professional services provided in connection with the audits of the Company’s annual consolidated financial statements, audits of the Company’s subsidiaries required for statute or otherwise and the performance of interim reviews of the Company’s quarterly unaudited condensed consolidated financial statements.

 

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm by holders of Common Stock is not required by the Amended Bylaws or otherwise. However, the Board is submitting the selection of Deloitte & Touche LLP to DTLA Holdings as the sole holder of Common Stock for ratification as a matter of corporate practice. Although it is expected that DTLA Holdings will ratify the selection, the Audit Committee may in its discretion direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s best interests.

 

Representatives of Deloitte & Touche LLP that are currently advising the Company for the fiscal year ended December 31, 2019 are expected to be present at the Annual Meeting. They will have the opportunity to make a statement and such representatives will be expected to be available to respond to appropriate questions.

 

The affirmative vote of a majority of the votes cast by the holders of Common Stock at the Annual Meeting is required for the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm.

 

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PRINCIPAL STOCKHOLDERS

 

As of September 14, 2020, DTLA Holdings owns 100% of the issued and outstanding shares of the Company’s Common Stock.

 

Based on the Company’s review of all forms filed with the SEC by holders of the Series A Preferred Stock with respect to ownership of shares of Series A Preferred Stock and other information, as of September 14, 2020, set forth below is a table that shows how much of our Series A Preferred Stock was beneficially owned on September 14, 2020, by each person known to us to beneficially own more than 5% of our Series A Preferred Stock. Please note that under U.S. securities laws, the Series A Preferred Stock is generally not considered voting stock and, therefore, persons beneficially owning more than 5% of our Series A Preferred Stock have no obligation to notify us or the SEC of their beneficial ownership of such Series A Preferred Stock. Consequently, there may be other holders of more than 5% of the Series A Preferred Stock that are not known to us.

 

Name and Address of Beneficial Owner  

Amount and

Nature of

Beneficial

Ownership (1)

   

Percent of

Class (1)

 
Kawa Capital Management Inc. (2)
21500 Biscayne Boulevard
Suite 700
Aventura, FL 33180
    491,772       5.05 %

 

 

(1) Under Rule 13d-3 of the Exchange Act, certain shares may be deemed to be beneficially owned by more than one person (if, for example, a person shares the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Series A Preferred Stock actually outstanding as of September 14, 2020.
(2) Information regarding Kawa Capital Management Inc. (“Kawa”) was obtained from a Schedule 13G/A, filed with the SEC by Kawa on February 14, 2020. Kawa reported that, at February 14, 2020, the following entity and natural person possessed shared power to vote, and shared power to direct the disposition of, the respective amount of shares that follow: Kawa–491,772; and Mr. Daniel Ades–491,772.

 

 

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SECURITY OWNERSHIP OF OUR DIRECTORS AND EXECUTIVE OFFICERS

 

As of September 14, 2020, none of the Company’s directors or executive officers owns any Common Stock.

 

EXECUTIVE OFFICERS OF THE REGISTRANT

 

Our current executive officers are as follows:

 

 

 

Name       

 

 

Age

 

 

Position

 

Executive

Officer Since

G. Mark Brown   55   Director (also Chairman of the Board and Principal Executive Officer)   2017
Bryan D. Smith   50   Chief Financial Officer   2018

 

G. Mark Brown was appointed Chairman of the Board and Principal Executive Officer in May 2017. He has served on the Board since the Company was formed in 2013. Mr. Brown is a Managing Partner in Brookfield Asset Management’s real estate group. He has been employed by the Manager since 2000, and has held various senior executive roles, including Global Chief Investment Officer. The Board appointed Mr. Brown as Chairman of the Board and Principal Executive Officer based on, among other factors, his knowledge of the Company and his experience in commercial real estate.

 

Bryan D. Smith was appointed as Chief Financial Officer of the Company in August 2018. He has been employed by the Manager as a Senior Vice President in Brookfield Asset Management’s real estate group since March 2018. Prior to joining BAM, Mr. Smith was the Chief Financial Officer of US Real Estate at The Carlyle Group since June 2013. The Board appointed Mr. Smith as Chief Financial Officer based on, among other factors, his experience in finance and commercial real estate.

 

Compensation Discussion and Analysis

 

The Company does not directly employ any of the persons responsible for managing its business. The Manager, through DTLA Holdings, manages our operations and activities, and it, together with the Board and officers, makes decisions on our behalf. Our executive officers are employed by the Manager and we do not directly or indirectly pay any compensation to them. The compensation of the executive officers is set by the Manager and we have no control over the determination of their compensation. Our executive officers participate in employee benefit plans and arrangements sponsored by the Manager. We have not established any employee benefit plans or entered into any employment agreements with any of our executive officers. In determining the total compensation paid to our executive officers, the Manager considers, among other things, its business, results of operations and financial condition taken as a whole.

 

COMPENSATION RISK ASSESSMENT

 

The Company believes that the compensation policies and practices of the Company, and of the Manager with respect to the executive officers of the Company, appropriately balance risk in connection with the achievement of annual and long-term goals and that they do not encourage unnecessary or excessive risk taking. The Company believes that the compensation policies and practices of the Company, and of the Manager with respect to the executive officers of the Company, are not reasonably likely to have a material adverse effect on its financial position or results of operations.

 

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AUDIT COMMITTEE REPORT

 

The Audit Committee of the Board assists the Board with its oversight responsibilities regarding the Company’s financial reporting process. The Company’s management is responsible for the preparation, presentation and integrity of the Company’s financial statements as well as the Company’s financial reporting process, accounting policies, internal control over financial reporting and disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and its internal control over financial reporting and for reviewing the Company’s quarterly financial statements.

 

The Audit Committee has reviewed and discussed the Company’s audited financial statements for the year ended December 31, 2019 with the Company’s management and with Deloitte & Touche LLP, the Company’s independent registered public accounting firm. The Audit Committee discussed with Deloitte & Touche LLP the overall scope of, and plans for, its audit. The Audit Committee regularly meets with Deloitte & Touche LLP, both with and without management present, to discuss the results of its audit and the overall quality of the Company’s financial reporting. In the performance of their oversight function, the members of the Audit Committee necessarily relied upon the information, opinions, reports and statements presented to them by the Company’s management and by Deloitte & Touche LLP. The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed with the Audit Committee in accordance with standards established by the Public Company Accounting Oversight Board (United States) (“PCAOB”). The Audit Committee has received and reviewed the written disclosures and the letter from Deloitte & Touche LLP required by PCAOB Ethics and Independence Rules 3526, Communication with Audit Committees Concerning Independence, and has discussed with Deloitte & Touche LLP its independence.

 

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10- K for the year ended December 31, 2019, filed with the SEC on March 26, 2020. This report is provided by the following independent directors, who comprise the Audit Committee:

 

Robert L. Stelzl, Chair

Andrew Dakos

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Policies and Procedures

 

Under the Company’s Corporate Governance Guidelines, each director is required to inform the Board of any potential or actual conflicts, or what might appear to be a conflict of interest he or she may have with the Company. If a director has a personal interest in a matter before the Board or a committee, he or she must not participate in any vote on the matter except where the Board or the committee has expressly determined that it is appropriate for him or her to do so. Under BAM’s Code of Business Conduct and Ethics, officer and employee conflicts of interest are generally prohibited as a matter of Company policy.

 

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Management Agreements

 

Certain subsidiaries of the Company have entered into arrangements with the Manager, pursuant to which the Manager provides property management and various other services. Property management fees under the management agreements entered into in connection with these arrangements are calculated based on 2.75% of rents collected (as defined in the management agreements). In addition, the Company pays the Manager an asset management fee, which is calculated based on 0.75% of the capital contributed by DTLA Holdings. Leasing management fees paid to the Manager range from 1.00% to 4.00% of expected rents, depending on the terms of the lease and whether a third-party broker was paid a commission for the transaction. Construction management fees are paid to the Manager based on 3.00% of hard and soft construction costs. Development management fees are paid to the Manager and affiliates based on 3.00% of hard and soft construction costs. A summary of costs incurred by the applicable subsidiaries of the Company under these arrangements for the fiscal year ended December 31, 2019 is as follows (in thousands):

 

    For the Year Ended December 31, 2019  
Property management fee expense   $ 8,479  
Asset management fee expense     6,161  
Leasing and construction management fees     5,051  
Development management fees (1)     991  
General, administrative and reimbursable expenses     2,865  

 

 

(1) Amount presented is calculated by applying the Company’s ownership interest percentage in an unconsolidated real estate joint venture as of period end to the amounts capitalized during the period. Amounts capitalized prior to May 31, 2019 (the date our wholly-owned interests in Brookfield DTLA 4050/755 Inc. were transferred to the joint venture) are reported at 100%.

 

Insurance Agreements

 

Properties held by certain subsidiaries and affiliates of the Company are covered under insurance policies entered into by the Manager. Insurance premiums for the Company’s properties are paid by the Manager. The Company reimburses the Manager for the amount of fees and expenses related to such policies that have been allocated to the Company’s properties as determined by the Manager in its reasonable discretion taking into consideration certain facts and circumstances, including the value of the Company’s properties. A summary of the costs incurred by the applicable subsidiaries and affiliates of the Company under this arrangement for the fiscal year ended December 31, 2019 is as follows (in thousands):

 

    For the Year Ended December 31, 2019  
Insurance expense   $ 9,286  

 

Other Related Party Transactions with BAM Affiliates

 

Brookfield DTLA leases office space to a tenant in which an affiliate of BAM is an investor.

 

  15  

 

 

Additionally, the Company purchases chilled water for air conditioning at one of its properties from an affiliate of BAM. A summary of the impact of related party transactions with BAM affiliates by the applicable subsidiaries of the Company for the fiscal year ended December 31, 2019 is as follows (in thousands):

 

    For the Year Ended December 31, 2019  
Lease income   $ 5,916  
Interest and other revenue     208  
Rental property operating and maintenance expense (1)     676  
Other expense     142  
Interest expense (2)     613  

 

 

(1) Amounts presented are for purchases of chilled water for air conditioning at one of the Company’s properties.
(2) On September 30, 2019, BAM acquired a significant interest in Oaktree Capital Management, L.P., whose subsidiary is the lender of the $35.0 million mezzanine loan due from Wells Fargo Center–North Tower. Interest payable to the lender totals $112 thousand as of December 31, 2019.

 

OTHER MATTERS

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires that the Company’s executive officers and directors, and beneficial owners of more than 10% of a registered class of its equity securities, file reports of ownership and changes in ownership of such securities with the SEC. Such officers, directors and greater than 10% stockholders are also required to furnish us with copies of all Section 16(a) forms they file.

 

Based on our review of the copies of all Section 16(a) forms received by us and other information, we believe that with regard to the fiscal year ended December 31, 2019, all of our executive officers, directors and greater than 10% stockholders complied with all applicable filing requirements.

 

Stockholder Proposals and Nominations

 

Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in a company’s proxy statement and for consideration at the Company’s next Annual Meeting of Stockholders. To be eligible for inclusion in the Company’s 2021 Notice of Annual Meeting, your proposal must be received by the Company no later than 90 days before the first anniversary of the prior year’s date of mailing of the notice of the preceding year’s annual meeting, but no more than 120 days prior to such date, and must otherwise comply with Rule 14a-8 under the Exchange Act. While the Board will consider stockholder proposals, we reserve the right to omit from any proxy statement or any annual or special meeting, stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8 of the Exchange Act. The Series A Preferred Stock is the only publicly listed security of the Company and, under our charter and the Amended Bylaws, holders of Series A Preferred Stock generally have no voting rights other than with respect to the election of Preferred Directors.

 

Therefore, stockholders other than DTLA Holdings generally may not vote on proposals at the Company’s annual meetings or special meetings, other than the election of Preferred Directors.

 

Under the Articles, at any time when holders of Series A Preferred Stock have the right to elect Preferred Directors, a proper officer of the Company may, upon written request of the holders of 10% or more of the outstanding shares of Series A Preferred Stock, call a special meeting of the holders of Series A Preferred Stock for the purpose of electing Preferred Directors. The Company must then mail to record holders of Series A Preferred Stock a notice of such special meeting to be held not less than ten and not more than forty-five days after the date such notice is given unless such notice was received within ninety days of the date of the upcoming annual meeting of the Company and which complies with the advance notice provisions in our Amended Bylaws, in which case the election of the Preferred Directors will take place at an annual meeting of the Company and the Company will not call for a special meeting. To be elected at an annual or special meeting, Preferred Directors must receive a plurality of all the votes cast by the Series A Preferred Stockholders at such meeting.

 

  16  

 

 

Additional Information

 

The Board does not intend to bring, and knows of no one intending to bring, any matter before the holders of the Common Stock at the Annual Meeting other than the matters described herein.

 

Householding of Information Statement Materials

 

SEC rules permit us to deliver a single copy of this Information Statement, our Annual Report or Notice of Annual Meeting, as applicable, to one address shared by two or more of our stockholders. This process, which is commonly referred to as “householding,” can result in cost savings for the Company. A single Notice of Annual Meeting and this Information Statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the impacted stockholders prior to the mailing date.

 

We agree to deliver promptly, upon request, a separate copy of this Information Statement or Annual Report, as applicable, to any stockholder at a shared address to which a single copy of those documents was delivered, at no cost to the stockholder. If you want to receive a paper or e-mail copy of these documents, you must send a written request to that effect to the attention of Michelle L. Campbell, Senior Vice President, Secretary, and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.

 

Any stockholder who currently receives multiple copies of Information Statement materials at his, her or its address and would like to request householding of any communications should contact the Company using the contact information above.

 

Available Information

 

We file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8- K, Proxy Statements (if any), Information Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC. The SEC maintains a website that contains reports, proxy details and other information regarding issuers that file electronically with the SEC at www.sec.gov. Stockholders may also obtain a copy of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements (if any), Information Statements and amendments to those reports by sending a written request to that effect to the attention of Michelle L. Campbell, Senior Vice President, Secretary, and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.

 

If you have any questions regarding this Information Statement, please contact the Company at the address above or at (212) 417-7000.

 

By Order of the Board of Directors,

Michelle L. Campbell, Secretary

October 2, 2020

 

  17