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    SEC Form SC 13D/A filed

    3/11/21 8:00:52 AM ET
    $BAM
    Other Consumer Services
    Consumer Discretionary
    Get the next $BAM alert in real time by email
    SC 13D/A 1 d141401dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    SCHEDULE 13D/A

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    (Amendment No. 2)

     

     

    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)

    March 9, 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

     

      19,375,872(1)

         9   

      SOLE DISPOSITIVE POWER

     

      0

       10   

      SHARED DISPOSITIVE POWER

     

      19,375,872(1)

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      19,375,872(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)

     

      16.0%(2)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      CO

     

    (1)

    This amount consists of common shares of West Fraser Timber Co. Ltd (the “Issuer”) (i) directly held by the reporting person and (ii) directly held by BPE OSB Investment Holding LP, Brookfield Capital Partners II L.P. and Brookfield Investments Corporation, for which the reporting person may be deemed to be a beneficial owner.

    (2)

    Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.


    CUSIP No. 952845105

     

      1    

      NAMES OF REPORTING PERSONS

     

      PARTNERS LIMITED

      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

     

      19,375,872(1)

         9   

      SOLE DISPOSITIVE POWER

     

      0

       10   

      SHARED DISPOSITIVE POWER

     

      19,375,872(1)

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      19,375,872(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)

     

      16.0%(2)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      CO

     

    (1)

    This amount consists of common shares of the Issuer directly held by Brookfield Asset Management Inc., BPE OSB Investment Holding LP, Brookfield Capital Partners II L.P. and Brookfield Investments Corporation, for which the reporting person may be deemed to be a beneficial owner.

    (2)

    Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 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

     

      11,289,178

         9   

      SOLE DISPOSITIVE POWER

     

      0

       10   

      SHARED DISPOSITIVE POWER

     

      11,289,178

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      11,289,178

    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)

     

      9.3%(2)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      CO

     

    (2)

    Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.


    CUSIP No. 952845105

     

      1    

      NAMES OF REPORTING PERSONS

     

      BPE OSB INVESTMENT HOLDING 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

     

      3,106,872

         9   

      SOLE DISPOSITIVE POWER

     

      0

       10   

      SHARED DISPOSITIVE POWER

     

      3,106,872

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      3,106,872

    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)

     

      2.6%(2)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      PN

     

    (2)

    Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.


    CUSIP No. 952845105

     

      1    

      NAMES OF REPORTING PERSONS

     

      BROOKFIELD CAPITAL PARTNERS II L.P.

      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

     

      DELAWARE

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

         7     

      SOLE VOTING POWER

     

      0

         8   

      SHARED VOTING POWER

     

      3,662,902

         9   

      SOLE DISPOSITIVE POWER

     

      0

       10   

      SHARED DISPOSITIVE POWER

     

      3,662,902

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      3,662,902

    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)

     

      3.0%(2)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      PN

     

    (2)

    Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.


    CUSIP No. 952845105

     

      1    

      NAMES OF REPORTING PERSONS

     

      BROOKFIELD CAPITAL PARTNERS LTD.

      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

     

      3,662,902(1)

         9   

      SOLE DISPOSITIVE POWER

     

      0

       10   

      SHARED DISPOSITIVE POWER

     

      3,662,902(1)

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      3,662,902(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)

     

      3.0%(2)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      CO

     

    (1)

    Consists of common shares of the issuer directly held by Brookfield Capital Partners II L.P., for which the reporting person may be deemed to be a beneficial owner.

    (2)

    Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.


    CUSIP No. 952845105

     

      1    

      NAMES OF REPORTING PERSONS

     

      BROOKFIELD PRIVATE EQUITY 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

     

      6,769,774(1)

         9   

      SOLE DISPOSITIVE POWER

     

      0

       10   

      SHARED DISPOSITIVE POWER

     

      6,769,774(1)

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      6,769,774(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)

     

      5.6%(2)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      CO

     

    (1)

    Consists of common shares of the Issuer directly held by BPE OSB Investment Holding LP and Brookfield Capital Partners II L.P., for which the reporting person may be deemed to be a beneficial owner.

    (2)

    Percentage ownership is based on an aggregate number of outstanding common shares of 120,882,157 as of February 11, 2021.


    EXPLANATORY NOTE

    This Amendment No. 2 to Schedule 13D (this “Amendment No. 2) is being filed by the Reporting Persons to report open market sales of common shares, no par value (the “Common Shares”) of West Fraser Timber Co. Ltd., a British Columbia corporation (the “Issuer”) over the Toronto Stock Exchange by certain of the Reporting Persons, as set forth in Item 5(c) 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. 2.

    Item 2. Identity and Background.

    Item 2 of the original Schedule 13D is hereby amended and supplemented as follows:

    Schedules IV, V, VI, and VII to this Amendment No. 2 set forth updated names of directors and executive officers of BOIH, BCP LP, BCP and BPE (to be included as “Scheduled Persons”), respectively, and their respective principal occupations, addresses, and citizenships.

    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. 2.

    Item 4. Purpose of Transaction.

    Item 4 of the Schedule 13D is hereby supplemented as follows:

    In various open market transactions between March 1, 2021 and March 10, 2021, Brookfield sold an aggregate of 1,438,701 Common Shares over the Toronto Stock Exchange for aggregate consideration of C$123,767,465 (excluding brokerage commissions). Details of these purchases is set forth in Item 5(c) below.

    Item 5. Interest in Securities of the Issuer.

    Item 5(a)-(c) 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. 2 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 19,375,872 Common Shares, constituting approximately 16.0% 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 120,882,157 outstanding as of February 11, 2021.

    (i) Brookfield

     

      (a)

    Brookfield may be deemed the beneficial owner of 19,375,872* Common Shares, constituting a percentage of approximately 16.0% of outstanding Common Shares.

     

      (b)

    Sole voting power to vote or direct vote: 0 Common Shares

    Shared voting power to vote or direct vote: 19,375,872* Common Shares

    Sole power to dispose or direct the disposition: 0 Common Shares

    Shared power to dispose or direct the disposition: 19,375,872* Common Shares

     

    *

    Includes (i) 1,316,920 Common Shares directly held by Brookfield and (ii) 3,106,872 Common Shares held by BOIH, 3,662,902 Common Shares held by BCP LP, and 11,289,178 Common Shares held by BIC, for which Brookfield may be deemed to be a beneficial owner.

    (ii) Partners

     

      (a)

    Partners may be deemed the beneficial owner of 19,375,872* Common Shares, constituting a percentage of approximately 16.0% of outstanding Common Shares.

     

      (b)

    Sole voting power to vote or direct vote: 0 Common Shares


    Shared voting power to vote or direct vote: 19,375,872* Common Shares

    Sole power to dispose or direct the disposition: 0 Common Shares

    Shared power to dispose or direct the disposition: 19,375,872* Common Shares

     

    *

    Consists of Common Shares beneficially owned by Brookfield as described above.

    (iii) BIC

     

      (a)

    BIC may be deemed the beneficial owner of 11,289,178 Common Shares, constituting a percentage of approximately 9.3% of outstanding Common Shares.

     

      (b)

    Sole voting power to vote or direct vote: 0 Common Shares

    Shared voting power to vote or direct vote: 11,289,178 Common Shares

    Sole power to dispose or direct the disposition: 0 Common Shares

    Shared power to dispose or direct the disposition: 11,289,178 Common Shares

    (iv) BOIH

     

      (a)

    BOIH may be deemed the beneficial owner of 3,106,872 Common Shares, constituting a percentage of approximately 2.6% of outstanding Common Shares.

     

      (b)

    Sole voting power to vote or direct vote: 0 Common Shares

    Shared voting power to vote or direct vote: 3,106,872 Common Shares

    Sole power to dispose or direct the disposition: 0 Common Shares

    Shared power to dispose or direct the disposition: 3,106,872 Common Shares

    (v) BCP LP

     

      (a)

    BCP LP may be deemed the beneficial owner of 3,662,902 Common Shares, constituting a percentage of approximately 3.0% of outstanding Common Shares.

     

      (b)

    Sole voting power to vote or direct vote: 0 Common Shares

    Shared voting power to vote or direct vote: 3,662,902 Common Shares

    Sole power to dispose or direct the disposition: 0 Common Shares

    Shared power to dispose or direct the disposition: 3,662,902 Common Shares

    (vi) BCP

     

      (a)

    BCP may be deemed the beneficial owner of 3,662,902* Common Shares, constituting a percentage of approximately 3.0% of outstanding Common Shares.

     

      (b)

    Sole voting power to vote or direct vote: 0 Common Shares

    Shared voting power to vote or direct vote: 3,662,902* Common Shares

    Sole power to dispose or direct the disposition: 0 Common Shares

    Shared power to dispose or direct the disposition: 3,662,902* Common Shares

     

    *

    Includes 3,662,902 Common Shares directly held by BCP LP.


    (vii) BPE

     

      (a)

    BPE may be deemed the beneficial owner of 6,769,774* Common Shares, constituting a percentage of approximately 5.6% of outstanding Common Shares.

     

      (b)

    Sole voting power to vote or direct vote: 0 Common Shares

    Shared voting power to vote or direct vote: 6,769,774* Common Shares

    Sole power to dispose or direct the disposition: 0 Common Shares

    Shared power to dispose or direct the disposition: 6,769,774* Common Shares

     

    *

    Includes 3,106,872 Common Shares held by BOIH and 3,662,902 Common Shares held by BCP LP.

     

      (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 Persons are described below. All such transactions 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
         Weighted
    Average
    Price
         Low Price
    per Share
         High Price
    per Share
     

    Brookfield

         03/1/2021        Sell        300,000      C$ 87.7094      C$ 85.50      C$ 88.66  

    Brookfield

         03/1/2021        Sell        500,000      C$ 88.6600        —          —    

    Brookfield

         03/2/2021        Sell        166      C$ 86.2500        —          —    

    Brookfield

         03/3/2021        Sell        110,000      C$ 82.7446      C$ 81.00      C$ 83.615  

    Brookfield

         03/4/2021        Sell        14,850      C$ 82.0903      C$ 82.00      C$ 82.22  

    Brookfield

         03/5/2021        Sell        100,000      C$ 81.6927      C$ 80.00      C$ 82.49  

    Brookfield

         03/8/2021        Sell        144,100      C$ 83.7076      C$ 83.00      C$ 84.705  

    Brookfield

         03/9/2021        Sell        188,085      C$ 82.0801      C$ 83.67      C$ 85.17  

    Brookfield

         03/10/2021        Sell        81,500      C$ 82.0801      C$ 81.42      C$ 83.72  

    Other than the transactions described in the original Schedule 13D, as amended to the date hereof, and this Amendment No. 2, there have been no transactions by the Reporting Persons in the Common Shares during the past 60 days.

    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. 2 is hereby incorporated by reference.

    Taking into consideration the Cash-Settled Swaps, Brookfield has economic exposure in respect of approximately 14,218,987 Common Shares (representing approximately 11.8% of the issued and outstanding Common Shares).


    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.

     

    March 11, 2021     BROOKFIELD ASSET MANAGEMENT INC.
        By:  

    /s/ Kathy Sarpash

          Name: Kathy Sarpash
          Title: Senior Vice President
        PARTNERS LIMITED
        By:  

    /s/ Brian Lawson

          Name: Brian Lawson
          Title: President
        BROOKFIELD INVESTMENTS CORPORATION
        By:  

    /s/ Thomas Corbett

          Name: Thomas Corbett
          Title: Vice President and Chief Financial Officer
        BPE OSB INVESTMENT HOLDING LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
        By:  

    /s/ A.J. Silber

          Name: A.J. Silber
          Title: Director
        BROOKFIELD CAPITAL PARTNERS II L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS II GP L.P., by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.
        By:  

    /s/ A.J. Silber

          Name: A.J. Silber
          Title: Chairman of the Board
        BROOKFIELD CAPITAL PARTNERS LTD
        By:  

    /s/ A.J. Silber

          Name: A.J. Silber
          Title: Chairman of the Board
        BROOKFIELD PRIVATE EQUITY INC.
        By:  

    /s/ A.J. Silber

          Name: A.J. Silber
          Title: Director


    SCHEDULE IV

    BPE OSB INVESTMENT HOLDINGS LP

    by its general partner, BROOKFIELD PRIVATE EQUITY INC.

     

    Name and Position of Officer or Director

      

    Principal Business Address

      

    Principal Occupation or Employment

      

    Citizenship

    Jaspreet Dehl

    Director, Managing Partner,

    Secretary

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner and Chief Financial Officer of Brookfield Business Partners L.P.    Canada

    David Grosman

    Director, Managing Director

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Director    Canada

    Arin Jonathan Silber

    Director

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Vice President    Canada

    Cyrus Madon

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner and Chief Executive Officer of Brookfield Business Partners L.P.    Canada

    Anjali Mahtani

    Vice President

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Vice President    Canada

    David Nowak

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner    Canada

    Ryan Szainwald

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner    Canada


    SCHEDULE V

    BROOKFIELD CAPITAL PARTNERS II L.P.

    by its general partner, BROOKFIELD CAPITAL PARTNERS II GP L.P.

    by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.

     

    Name and Position of Officer or Director

      

    Principal Business Address

      

    Principal Occupation or Employment

      

    Citizenship

    Jaspreet Dehl

    Director, Managing Partner,

    Secretary

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner and Chief Financial Officer of Brookfield Business Partners L.P.    Canada

    David Grosman

    Director, Managing Director

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Director    Canada

    Arin Jonathan Silber

    Director, Chairman of the Board

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Vice President    Canada

    Nicole Lichowit

    Managing Director

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Director    Canada

    Cyrus Madon

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner and Chief Executive Officer of Brookfield Business Partners L.P.    Canada

    Anjali Mahtani

    Vice President

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Vice President    Canada

    David Nowak

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner    Canada

    Erson Olivan

    Senior Vice President

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Senior Vice President    Canada

    James Reid

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner    Canada

    Ryan Szainwald

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner    Canada


    SCHEDULE VI

    BROOKFIELD CAPITAL PARTNERS LTD.

     

    Name and Position of Officer or Director

      

    Principal Business Address

      

    Principal Occupation or Employment

      

    Citizenship

    Jaspreet Dehl

    Director, Managing Partner,

    Secretary

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner and Chief Financial Officer of Brookfield Business Partners L.P.    Canada

    David Grosman

    Director, Managing Director

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Director    Canada

    Arin Jonathan Silber

    Director, Chairman of the Board

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Vice President    Canada

    Nicole Lichowit

    Managing Director

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Director    Canada

    Cyrus Madon

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner and Chief Executive Officer of Brookfield Business Partners L.P.    Canada

    Anjali Mahtani

    Vice President

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Vice President    Canada

    David Nowak

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner    Canada

    Erson Olivan

    Senior Vice President

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Senior Vice President    Canada

    James Reid

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner    Canada

    Ryan Szainwald

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner    Canada


    SCHEDULE VII

    BROOKFIELD PRIVATE EQUITY INC.

     

    Name and Position of Officer or Director

      

    Principal Business Address

      

    Principal Occupation or Employment

      

    Citizenship

    Jaspreet Dehl

    Director, Managing Partner,

    Secretary

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner and Chief Financial Officer of Brookfield Business Partners L.P.    Canada

    David Grosman

    Director, Managing Director

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Director    Canada

    Arin Jonathan Silber

    Director

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Vice President    Canada

    Cyrus Madon

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner and Chief Executive Officer of Brookfield Business Partners L.P.    Canada

    Anjali Mahtani

    Vice President

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Vice President    Canada

    David Nowak

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner    Canada

    Ryan Szainwald

    Managing Partner

      

    181 Bay Street, Brookfield

    Place, Suite 300, Toronto,

    ON M5J 2T3

       Managing Partner    Canada
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