BOXC Brookfield Canada Office Properties

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

(Amendment No. 2)

TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

AND RULE 13e-3 THEREUNDER

Rule 13e-3 Transaction Statement Under Section 13(e)

of the Securities Exchange Act of 1934

Brookfield Canada Office Properties

(Name of the Issuer)

With copies to:

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Calculation of Filing Fee

This Amendment No. 2 (“ Amendment No. 2 ”) amends and supplements the Rule 13e-3 transaction statement on Schedule 13E-3 (the “ Transaction Statement ”), filed with the Securities and Exchange Commission (the “ SEC ”) on May 8, 2017 jointly by Brookfield Canada Office Properties (“ BOX ”), Brookfield Property Partners L.P. (“ BPY ”) and Brookfield Asset Management Inc. (“ Brookfield Asset Management ”).

This Transaction Statement relates to (i) the redemption (the “ Redemption ”) by BOX of all of the issued and outstanding Units of BOX not already owned by BPY and its subsidiaries pursuant to a redemption agreement (the “ Redemption Agreement ”) dated as of April 20, 2017 between BPY and BOX; and (ii) an amendment to the amended and restated declaration of trust dated as of February 24, 2012 to provide for, among other things, the Redemption and the grant of dissent rights to Unitholders in connection with the Redemption (the “ Amendment ”, and together with the Redemption, the “ Transaction ”). Under the Redemption, the holders (the “ Unitholders ”) of Units of BOX other than BPY and its subsidiaries will receive C$32.50 in cash (the “ Redemption Price ”) for each Unit of BOX redeemed pursuant to the Redemption. After the completion of the Redemption, BOX will become an indirect wholly-owned subsidiary of BPY. Copies of the Redemption Agreement and the Amendment are included as Appendix C and E, respectively, to the management information circular, which is attached as Exhibit (a)(2)(i) hereto (the “ Circular ”). An annual and special meeting of the Unitholders has been called for June 28, 2017 (the “ Meeting ”) to approve, among other things, the Transaction. This Amendment No. 2 amends and supplements the Circular. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings given to them in the Transaction Statement.

Item 10 – Sources and Amounts of Fund or Other Consideration

Item 10 is hereby amended and supplemented as follows:

On or about June 28, 2017 (the “Closing Date”), Brookfield Office Properties Canada LP, BOPC GP Inc., as general partner of Brookfield Office Properties Canada LP, BPY BOPC LP and BPY BOPC GP Inc., as general partner of BPY BOPC LP (the “ Borrowers ”) are expected to enter into separate senior unsecured non-revolving term credit agreements (each, a “ Term Loan Credit Agreement ”) for the purpose of financing the Transaction with each of the following seven lenders (collectively, the “ Term Loan Lenders ”): The Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank of Canada, The Toronto-Dominion Bank, Caisse Centrale Desjardins and National Bank of Canada. The Borrowers are affiliates of BPY and BOX.

Each separate Term Loan Credit Agreement provides for a $38,000,000 term loan (“ Term Loan ” and collectively, the “ Term Loans ”), which will be available to be drawn in a single draw following the Closing Date but no later than July 7, 2017, and is scheduled to mature one year from the Closing Date. An upfront fee of $22,800 is payable on each of the Term Loans on the Closing Date. The Borrowers may extend the maturity date of each Term Loan for one more year on the same terms and conditions, subject to certain conditions.

The Borrowers may draw on the Term Loan by way of Canadian Prime Rate Loans and may make Conversions and Rollovers by way of Canadian Prime Rate Loans and Bankers’ Acceptances (as such terms are defined in the Term Loan Credit Agreement). Each Canadian Prime Rate Loan will bear interest at a rate per annum equal to a margin over the greater of (i) the rate of interest per annum established from time to time by the Term Loan Lender in accordance with the Term Loan Credit Agreement; and (ii) the average one-month discount rate determined in accordance with the Term Loan Credit Agreement plus 1.00% adjusted automatically with each quoted, published or displayed change in such rate. Bankers’ Acceptances will bear interest at a rate per annum equal to a margin over a base rate determined by reference to the average rate for Canadian Dollar bankers’ acceptances. The margin for the Term Loan Credit Agreements is 0.45% for Prime Loans and 1.45% for Bankers’ Acceptances. The Term Loans are subject to customary conditions set forth in the Term Loan Credit Agreements. There are no current plans to finance or repay the Term Loans.

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In addition, on or about the Closing Date, the Borrowers are expected to enter into amendments to the existing separate senior unsecured revolving credit agreements (each, a “ Revolving Facility Credit Agreement ”) for the purpose, in part, of financing the Transaction, with each of the following seven lenders (collectively, the “ Revolving Loan Lenders ”): The Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank of Canada, The Toronto-Dominion Bank, Caisse Centrale Desjardins and National Bank of Canada.

Each Revolving Facility Credit Agreement provides for a $50,000,000 revolving credit facility (a “ Revolving Credit Facility ”) under which the Borrowers may borrow under the Revolving Credit Facility by way of Canadian Prime Rate Loans, Base Rate Loans, LIBOR Loans, Letters of Credit or Bankers’ Acceptances, each as defined in the Revolving Facility Credit Agreement. The Revolving Facility Credit Agreement is scheduled to mature on August 29, 2021.

The Borrowers plan to drawdown the aggregate amount of approximately $251,000,000 from the Revolving Credit Facility in connection with this Transaction.

Each Prime Rate Loan will bear interest at a rate per annum equal to a margin over the Canadian Prime Rate. Each Base Rate Loan will bear interest at a rate per annum equal to a margin over a base rate. Each LIBOR Loan will bear interest at a rate per annum equal to a margin over LIBOR. Bankers’ Acceptances will bear interest at a rate per annum equal to a margin over a base rate determined in accordance with the Revolving Facility Credit Agreement. Each Letter of Credit will be charged a fee based on a Letter of Credit fee rate on the amount of such Letter of Credit.

The margin for the Revolving Facility Credit Agreements is 0.45% for Canadian Prime Rate Loans and Base Rate Loans, 1.45% for LIBOR Loans, 1.45% for Bankers’ Acceptances, and 1.10% or 1.45% for Letters of Credit, as applicable. The Revolving Credit Facilities are subject to customary conditions set forth in the Revolving Facility Credit Agreements. There are no current plans to finance or repay the loans under the Revolving Credit Facilities.

The foregoing summaries of the credit agreements do not purport to be complete and are qualified in their entirety by reference to the form of credit agreements, which are expected to be substantially in the form included as exhibits to this Amendment No. 2 to the Schedule 13E-3.

Item 16 Exhibits

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 21, 2017

Exhibit Index

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