Filing Details
- Accession Number:
- 0001193125-21-208776
- Form Type:
- 13D Filing
- Publication Date:
- 2021-07-05 20:00:00
- Filed By:
- Brookfield Asset Management Inc.
- Company:
- West Fraser Timber Co. Ltd
- Filing Date:
- 2021-07-06
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| BROOKFIELD ASSET MANAGEMENT INC | 0 | 1,115,217 | 0 | 1,115,217 | 1,115,217 | 0.9% |
| BAM PARTNERS TRUST | 0 | 1,115,217 | 0 | 1,115,217 | 1,115,217 | 0.9% |
| BIC WFG HOLDINGS | 0 | 1,115,217 | 0 | 1,115,217 | 1,115,217 | 0.9% |
| BROOKFIELD INVESTMENTS CORPORATION | 0 | 1,115,217 | 0 | 1,115,217 | 1,115,217 | 0.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
West Fraser Timber Co. Ltd.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
952845105
(CUSIP Number)
Justin B. Beber
Brookfield Asset Management Inc.
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
(416) 363-9491
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 2, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 952845105 | ||
| 1 | NAMES OF REPORTING PERSONS
BROOKFIELD ASSET MANAGEMENT INC. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,115,217(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,115,217(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,217(1) | |||||
| 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)
0.9%(2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| 1. | This amount consists of common shares of West Fraser Timber Co. Ltd (the Issuer) directly held by BIC WFG Holdings LP for which the reporting person may be deemed to be an indirect beneficial owner. |
| 2. | Percentage ownership is based on an aggregate number of outstanding common shares of 119,304,705 as of May 5, 2021. |
| CUSIP No. 952845105 | ||
| 1 | NAMES OF REPORTING PERSONS
BAM PARTNERS TRUST | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 ITEM 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
1,115,217(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,115,217(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,217(1) | |||||
| 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)
0.9%(2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| 1. | This amount consists of common shares of the Issuer directly held by BIC WFG Holdings LP for which the reporting person may be deemed to be an indirect beneficial owner. |
| 2. | Percentage ownership is based on an aggregate number of outstanding common shares of 119,304,705 as of May 5, 2021. |
| CUSIP No. 952845105 | ||
| 1 | NAMES OF REPORTING PERSONS
BIC WFG HOLDINGS LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,115,217 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,115,217 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,217 | |||||
| 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)
0.9%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1. | Percentage ownership is based on an aggregate number of outstanding common shares of 119,304,705 as of May 5, 2021. |
| CUSIP No. 952845105 | ||
| 1 | NAMES OF REPORTING PERSONS
BROOKFIELD INVESTMENTS CORPORATION | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 ITEM 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
1,115,217(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,115,217(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,217(1) | |||||
| 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)
0.9%(2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| 1. | This amount consists of common shares of the Issuer directly held by BIC WFG Holdings LP for which the reporting person may be deemed to be an indirect beneficial owner. |
| 2. | Percentage ownership is based on an aggregate number of outstanding common shares of 119,304,705 as of May 5, 2021. |
EXPLANATORY NOTE
This Amendment No. 8 to Schedule 13D (this Amendment No. 8) is being filed by the Reporting Persons to report open market sales over the Toronto Stock Exchange of common shares, no par value (the Common Shares) of West Fraser Timber Co. Ltd., a British Columbia corporation (the Issuer) by certain of the Reporting Persons, as set forth in Items 4 and 5 below.
Information reported in the original Schedule 13D, as amended, remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 8. This Amendment No. 8 represents the final amendment to the original Schedule 13D and constitutes an exit filing.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented to include the information set forth in Item 4 of this Amendment No. 8.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented as follows:
In various open market transactions between May 22 and June 24, 2021, Brookfield sold an aggregate of 1,174,972 Common Shares over the Toronto Stock Exchange for aggregate consideration of C$104,062,873 (excluding brokerage commissions). Additionally, on July 2, 2021, Brookfield, through BIC WFG, sold an aggregate of 5,156,885 Common Shares over the Toronto Stock Exchange to an unaffiliated third-party Canadian financial institution for aggregate consideration of C$454,950,192.78. See Items 5(c) and 6 below for more information on the aforementioned transactions.
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(c), (e) of the Schedule 13D is hereby amended and restated as follows:
The information set forth in Items 3, 4 and 6 and the cover pages of this Amendment No. 8 is hereby incorporated by reference.
(a)-(b) The aggregate number and percentage of Common Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 1,115,217 Common Shares, constituting approximately 0.9% of the currently outstanding Common Shares. The percentage of Common Shares of the Issuer in this Item 5 is based on an aggregate number of Common Shares of 119,304,705 outstanding as of May 5, 2021.
(i) Brookfield
| a) | Brookfield may be deemed the beneficial owner of 1,115,217* Common Shares, constituting a percentage of approximately 0.9% of outstanding Common Shares. |
| b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 1,115,217* Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 1,115,217* Common Shares
| * | Includes 1,115,217 Common Shares held by BIC WFG, for which Brookfield may be deemed to be a beneficial owner. |
(ii) BAM Partners
| a) | BAM Partners may be deemed the beneficial owner of 1,115,217* Common Shares, constituting a percentage of approximately 0.9% of outstanding Common Shares. |
| b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 1,115,217* Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 1,115,217* Common Shares
| * | BAM Partners, as trustee of the BAM Partnership, which is the sole owner of BAM Class B Shares, has the ability to appoint one half of the board of directors of Brookfield and, as such, may be deemed to indirectly control the decisions of Brookfield regarding the vote and disposition of the Common Shares held by BIC WFG; therefore BAM Partners may be deemed to have indirect beneficial ownership of the Common Shares held by BIC WFG. Pursuant to Rule 13d-4 of the Exchange Act, BAM Partners declares that filing this Schedule 13D shall not be construed as an admission that either it or the BAM Partnership is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D, and such beneficial ownership is expressly disclaimed. |
(iii) BIC
| a) | BIC may be deemed the beneficial owner of 1,115,217* Common Shares, constituting a percentage of approximately 0.9% of outstanding Common Shares. |
| b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 1,115,217* Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 1,115,217* Common Shares
| * | Includes 1,115,217 Common Shares held by BIC WFG, for which BIC may be deemed to be a beneficial owner. |
(iv) BIC WFG
| a) | BIC WFG may be deemed the beneficial owner of 1,115,217 Common Shares, constituting a percentage of approximately 0.9% of outstanding Common Shares. |
| b) | Sole voting power to vote or direct vote: 0 Common Shares |
Shared voting power to vote or direct vote: 1,115,217 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 1,115,217 Common Shares
(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of the Schedule 13D, whichever is less, by the Reporting Person are described below and elsewhere in this Amendment No. 8. All such transactions described below were effected in the open market on the Toronto Stock Exchange through a broker, and the prices exclude commissions. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares purchased or sold at each separate price.
| Reporting Person | Trade Date | Buy/Sell | Number of Shares | Price/ Weighted Average Price | Low Price per Share | High Price per Share | ||||||||||||||||
| Brookfield | 5/25/21 | Sell | 100,000 | C$ | 92.7968 | C$ | 92.37 | C$ | 93.64 | |||||||||||||
| Brookfield | 5/27/21 | Sell | 100,000 | C$ | 93.9560 | C$ | 92.88 | C$ | 94.79 | |||||||||||||
| Brookfield | 5/28/21 | Sell | 14,900 | C$ | 97.3589 | C$ | 95.03 | C$ | 97.87 | |||||||||||||
| Brookfield | 6/3/21 | Sell | 100,000 | C$ | 90.6805 | C$ | 90.00 | C$ | 91.38 | |||||||||||||
| Brookfield | 6/4/21 | Sell | 40,000 | C$ | 89.6750 | C$ | 89.50 | C$ | 90.93 | |||||||||||||
| Brookfield | 6/7/21 | Sell | 15,000 | C$ | 87.9764 | C$ | 87.40 | C$ | 90.71 | |||||||||||||
| Brookfield | 6/8/21 | Sell | 2,000 | C$ | 87.1380 | C$ | 86.21 | C$ | 87.23 | |||||||||||||
| Brookfield | 6/9/21 | Sell | 125,000 | C$ | 87.7814 | C$ | 85.75 | C$ | 89.89 | |||||||||||||
| Brookfield | 6/10/21 | Sell | 60,000 | C$ | 87.6343 | C$ | 87.07 | C$ | 90.00 | |||||||||||||
| Brookfield | 6/11/21 | Sell | 102,100 | C$ | 87.6406 | C$ | 87.24 | C$ | 88.49 | |||||||||||||
| Brookfield | 6/14/21 | Sell | 8,400 | C$ | 87.9365 | C$ | 87.50 | C$ | 88.20 | |||||||||||||
| Brookfield | 6/16/21 | Sell | 125,000 | C$ | 86.0817 | C$ | 85.00 | C$ | 86.92 | |||||||||||||
| Brookfield | 6/17/21 | Sell | 10,000 | C$ | 84.5286 | C$ | 84.50 | C$ | 85.10 | |||||||||||||
| Brookfield | 6/18/21 | Sell | 140,000 | C$ | 84.9913 | C$ | 84.00 | C$ | 86.04 | |||||||||||||
| Brookfield | 6/21/21 | Sell | 132,572 | C$ | 87.2343 | C$ | 86.00 | C$ | 88.12 | |||||||||||||
| Brookfield | 6/22/21 | Sell | 30,700 | C$ | 88.1613 | C$ | 88.00 | C$ | 88.50 | |||||||||||||
| Brookfield | 6/24/21 | Sell | 69,300 | C$ | 87.9482 | C$ | 87.25 | C$ | 88.47 | |||||||||||||
| BIC WFG | 7/02/21 | Sell | 5,156,885 | C$ | 88.2219 | * | ||||||||||||||||
| * | Sold in a block trade over the Toronto Stock Exchange to an unaffiliated third-party Canadian financial institution (the Block Trade). |
Other than the transactions described in the original Schedule 13D, as amended to the date hereof, and this Amendment No. 8, there have been no transactions by the Reporting Persons in the Common Shares during the past 60 days.
(e) Immediately following the sale of Common Shares described in Item 4, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Common Shares of the Issuer. Therefore, this is the final amendment to the original Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Items 3, 4 and 5 in this Amendment No. 8 is hereby incorporated by reference.
Brookfield has settled all previously outstanding Cash-Settled Swaps from the proceeds received in the Block Trade.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| July 6, 2021 | BROOKFIELD ASSET MANAGEMENT INC. | |||||
| By: | /s/ Kathy Sarpash | |||||
| Name: Kathy Sarpash | ||||||
| Title: Senior Vice President | ||||||
| BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC. | ||||||
| By: | /s/ Kathy Sarpash | |||||
| Name: Kathy Sarpash | ||||||
| Title: Secretary | ||||||
| BROOKFIELD INVESTMENTS CORPORATION | ||||||
| By: | /s/ Thomas Corbett | |||||
| Name: Thomas Corbett | ||||||
| Title: Vice President and Chief Financial Officer | ||||||
| BIC WFG HOLDINGS LP, by its general partner, BAM LIMITED | ||||||
| By: | /s/ Kathy Sarpash | |||||
| Name: Kathy Sarpash | ||||||
| Title: Vice President and Secretary | ||||||