SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement [X]
Definitive Additional Materials [ ]
Soliciting Material Pursuant to ss.240.14a-12
Brookfield DTLA Fund Office Trust Investor, Inc.
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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applies:
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Check box if any part of the fee is offset as provided by
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Bulldog Investors, LLC, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663
(201) 881-7111 // Fax: (201) 556-0097 // pgoldstein@bulldoginvestors.com
October 19, 2017
Dear Fellow Preferred Stockholder of Brookfield DTLA Fund Office Trust Investor:
Bulldog Investors beneficially owns more than $10 million of the 7.625% Series A
Cumulative Redeemable Preferred Stock. Although the Company seems to be doing
well, no regular dividends have been paid to preferred stockholders in years.
The total amount of the unpaid dividends is more than $14 per share and many
preferred stockholders are concerned that there has been no announcement as
to when they will be paid.
The Board of Directors consists of seven members. Until the full payment is made
of all dividends on the Series A Preferred Stock (which are currently in
arrears), holders are entitled to request a special meeting of holders of the
Series A Preferred Stock to elect two directors (the "Preferred Directors").
Pursuant to such a request, a special meeting is scheduled for November 10,
2017. At that meeting, we intend to nominate Andy Dakos and myself for
election as Preferred Directors. There are two primary reasons you should
vote to elect us as Preferred Directors.
1. We have skin in the game. - As substantial holders of the Series A
Preferred Stock, our interests are closely aligned with yours. We
believe the market price of the Series A Preferred Stock reflects
uncertainty about when the dividends will re-commence. Our nominees
are committed to advocate for measures to reduce that uncertainty
and therefore to increase the market price of the Series A Preferred
Stock.
2. We have experience with similar situations. - As you may recall, in
2008 the regular auctions for the auction rate preferred stock issued
by many closed-end funds failed. Consequently, investors could only
sell them at a hefty discount from face value. We sought to be elected
as preferred directors of funds managed by Neuberger Berman, Blackrock
and Putnam which led to negotiated agreements with the boards of those
funds to provide liquidity for the holders of their auction rate
preferred stock.
PLEASE SIGN AND RETURN THE ENCLOSED GREEN AUTHORIZATION CARD AS SOON AS
POSSIBLE. ALTERNATIVELY, YOU MAY SUBMIT IT ONLINE AT WWW.PROXYVOTE.COM OR BY
TELEPHONE AT 1-800-454-8683.
Very truly yours,
/S/ Phillip Goldstein
Phillip Goldstein
Member
Bulldog Investors, LLC
PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN CONNECTION WITH A SPECIAL MEETING
OF HOLDERS OF THE 7.625% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK OF
BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.
Bulldog Investors, LLC("Bulldog Investors"), a beneficial owner of approximately
400,000 shares of the 7.625% Series A Cumulative Redeemable Preferred Stock (the
"Series A Preferred Stock") of Brookfield DTLA Fund Office Trust Investor Inc.
("the Company") is sending this proxy statement and the enclosed GREEN proxy
card to holders of the Series A Preferred Stock of record as of October 16, 2017
to vote your shares at a special meeting of holders of the Series A Preferred
Stock scheduled for noon on November 10, 2017 (the "Meeting") at 250 Vesey
Street, New York, NY 10281. This proxy statement and the enclosed GREEN proxy
card are first being sent to holders of the Series A Preferred Stock on or
about October 19, 2017. Please read the Company's "NOTICE OF SPECIAL MEETING OF
HOLDERS OF 7.625% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK TO BE HELD ON
NOVEMBER 10, 2017" for other details regarding the Meeting.
INTRODUCTION
The Board of Directors consists of seven members. Until the full payment is made
of all dividends on the Series A Preferred Stock (which are currently in
arrears), holders are entitled to request a special meeting of holders of the
Series A Preferred Stock to elect two directors (the "Preferred Directors").
Pursuant to such a request, the Meeting has been scheduled for November 10, 2017
to elect two Preferred Directors. Alan J. Carr and Craig W. Perry, the existing
Preferred Directors who were last elected in 2014, have not indicated that
they intend to stand for election at the Meeting. We are soliciting your proxy
to elect the two nominees named below as Preferred Directors.
REASONS FOR THE SOLICITATION
Although the Company seems to be doing well, no regular dividends have been paid
to preferred stockholders in years. The total amount of the unpaid dividends is
about $14 per share and the liquidation value of the Series A Preferred Stock is
$25 per share for a total of more than $39 per share. Many preferred
stockholders are concerned that there has been no announcement as to when
their dividends will re-commence. We believe the recent market price of the
Series A Preferred Stock, which is about $28 per share, reflects that
uncertainty. Our nominees are committed to advocate for measures to reduce
that uncertainty and therefore to increase the market price of the Series A
Preferred Stock.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you direct
otherwise, your shares will be voted FOR the election of the two nominees named
below and if necessary, to adjourn the Meeting to obtain a quorum.
REVOCATION OF PROXIES
You may revoke your proxy prior to its exercise by: (i) delivering a written
revocation to us; (ii) executing and delivering a later dated proxy to the
inspector of election; or (iii) voting in person at the Meeting. Attendance at
the Meeting will not by itself revoke a proxy. There is no limit on how many
times you may revoke your proxy and only your most recent proxy will be
counted.
VOTING REQUIREMENTS
A quorum for the transaction of business at the Meeting will exist if holders
of one-third of the total number of shares of publicly held Series A Preferred
Stock entitled to vote (which is currently 9,730,370 shares) are represented at
the Meeting. Each share of Series A Preferred Stock is entitled to one vote.
The election of a Preferred Director requires the affirmative vote of a
plurality of the votes cast, i.e., the nominee receiving the most votes will
be elected. We are unaware of any opposition to this solicitation.
THE SPECIAL MEETING
The only matter to be considered at the Meeting will be the election of two
Preferred Directors. At the Meeting, we intend to nominate the persons named
below for election as Preferred Directors, neither of whom personally owns
any shares of the Company. Each nominee has consented to be nominated and,
if elected, to serve as a Preferred Director. Because of their roles with
Bulldog Investors, which is the general partner or investment advisor of
certain investment funds, and as a limited partner in one or more of such
funds which beneficially owned 417,825 shares of the Series A Preferred
Stock as of October 16, 2017, Messrs. Dakos and Goldstein may be deemed to
beneficially own such shares. Messrs. Dakos and Goldstein disclaim
beneficial interest in all such shares except to the extent of any pecuniary
interest in such funds. There are no arrangements or understandings between
any of our nominees and Bulldog Investors or its affiliates regarding the
nominations.
Andrew Dakos (born 1966) - Member of Bulldog Investors, LLC, an SEC-
registered investment adviser that serves as the investment adviser to,
among other clients, the Bulldog Investors group of private investment
funds and Special Opportunities Fund, Inc., a registered closed-end
investment company; Principal of the general partner of several private
investment partnerships in the Bulldog Investors group of private funds;
President and Director of Special Opportunities Fund; Trustee of Crossroads
Liquidating Trust; Director of Swiss Helvetia Fund, Inc. since 2017;
Director of Emergent Capital, Inc. (until 2017); Director of Brantley
Capital Corporation (intermittently until 2013); Director of the Mexico
Equity & Income Fund (until 2015).
Phillip Goldstein (born 1945) - Member of Bulldog Investors, LLC, an
SEC-registered investment adviser that serves as the investment adviser
to, among other clients, the Bulldog Investors group of private investment
funds and Special Opportunities Fund, Inc., a registered closed-end
investment company; Principal of the general partner of several private
investment partnerships in the Bulldog Investors group of private funds.
Chairman of the Mexico Equity and Income Fund, Inc.; Secretary and
Chairman of Special Opportunities Fund, Inc.; Director of MVC Capital,
Inc.; Trustee of Crossroads Liquidating Trust; Chairman of Emergent
Capital, Inc. (until 2017); Chairman of Brantley Capital Corporation
(until 2013); Director of ASA Ltd. (until 2013); Director of Korea
Equity and Income Fund, Inc. (until 2012).
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our solicitation materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or employed
by us may assist us in the solicitation of proxies. Banks, brokerage houses
and other securities intermediaries will be requested to forward this
solicitation statement and the enclosed GREEN authorization card to the
beneficial owners of Series A Preferred Stock for whom they hold such shares
of record. We will reimburse these organizations for their reasonable
out-of-pocket expenses.
Initially, we and our clients will bear all the expenses related to this
solicitation. Because we believe that the Company will benefit from this
solicitation, we intend to seek, subject to any applicable regulatory
requirements, reimbursement of our expenses from the Company. Holders of
the Series A Preferred Stock will not be asked to vote on the reimbursement
of these expenses, which we estimate will total $40,000 (including
approximately $15,000 we previously incurred to solicit requests from
Holders of Series A Preferred Stock to hold the Meeting).
PARTICIPANTS
Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 is
the soliciting stockholder. As of October 16, 2017, Bulldog Investors
beneficially owned 417,825 shares of the Series A Preferred Stock, all of
which were acquired between April 4, 2017 and October 12, 2017. No
"participant" has any arrangement or understanding with any person with
respect to any securities of the Company or with respect to future
employment by the Company or its affiliates or to any future transactions
to which the Company or its affiliates may be a party. A "participant," as
defined by the SEC, includes Bulldog Investors and its principals who are
responsible for this solicitation, i.e., Messrs. Dakos and Goldstein, and
each client advised by Bulldog Investors. The SEC's definition of a
"participant" may be misleading because it suggests that a "participant"
may have a greater role in a solicitation than may be the case.
October 19, 2017
PROXY CARD
THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC IN CONNECTION WITH A
SPECIAL MEETING OF HOLDERS OF THE 7.625% SERIES A CUMULATIVE REDEEMABLE
PREFERRED STOCK OF BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.
SCHEDULED FOR NOVEMBER 10, 2017
The undersigned holder of shares of the 7.625% Series A Cumulative Redeemable
Preferred Stock of Brookfield DTLA Fund Office Trust Investor Inc. hereby
appoints Phillip Goldstein and Andrew Dakos and each of them, as the
undersigned's proxies, with full power of substitution, to attend the Special
Meeting and any adjourned or postponed Meeting, and to vote on all matters
that come before the Special Meeting the number of shares that the undersigned
would be entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF TWO PREFERRED DIRECTIRS.
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
2. TO ADJOURN THE SPECIAL MEETING IF A QUORUM IS NOT PRESENT.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of Messrs.
Goldstein and Dakos as Preferred Directors and FOR Proposal 2. The
undersigned hereby acknowledges receipt of the proxy statement dated
October 19, 2017 of Bulldog Investors and revokes any proxy previously
executed.
Signature(s) _______________________________ Dated: _____________