LOS ANGELES, March 31, 2023 (GLOBE NEWSWIRE) — Brookfield DTLA Fund Office Trust Investor Inc. (the “Company”) announced today that its board of directors (the “Board”) has approved the voluntary delisting of the Company’s 7.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Preferred Shares”) from the New York Stock Exchange (the “NYSE”). The Board believes that its decision to delist and deregister the Preferred Shares will better enable the Company to maximize value for all stakeholders, including the holders of the Preferred Shares. The Company also gave notice to the NYSE of its intent to voluntarily delist the Preferred Shares and to withdraw the registration of the Preferred Shares with the Securities and Exchange Commission (the “SEC”). The Preferred Shares are currently listed on the NYSE under the symbol “DTLA-P.”
On or about April 10, 2023, the Company intends to file with the SEC a Form 25 Notification of Removal from Listing to delist and deregister the Preferred Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting of the Preferred Shares is expected to become effective on or about April 21, 2023. In connection with the foregoing, the Company also intends to file a Form 15 with the SEC to suspend its reporting obligations under the Exchange Act. It is expected that the last day of trading of the Preferred Shares on the NYSE will be on or about April 20, 2023 and that the Company’s Preferred Shares will be removed from listing and registration on the NYSE at the opening of the next business day.
The Board’s decision was made after careful consideration of the advantages and disadvantages of continuing registration. Several factors were considered, including the preservation of cash by eliminating the legal, audit and other costs associated with maintaining the Company’s listing and remaining an SEC reporting company under the Exchange Act and preparing and filing periodic reports with the SEC.
The Company has not arranged for listing or registration of the Preferred Shares on another national securities exchange.
The delisting and deregistration of the Preferred Shares will not have any impact on the terms or conditions of the Preferred Shares, including the dividends payable on the Preferred Shares and the rights granted to holders of the Preferred Shares to appoint two directors to the Board under certain circumstances. After the delisting and deregistration of the Preferred Shares, the Company intends to continue to make unaudited annual and quarterly financial statements available to investors. The Company also will seek to have the Preferred Shares quoted on the Pink Sheets Electronic Quotation Service (the “Pink Sheets”) in the OTC Pink Limited Information marketplace, although it cannot provide any assurance that any broker-dealer will make a market in the Preferred Shares, which is a requirement for Pink Sheet quotation.
Forward-Looking Statements
Certain matters discussed in this news release, including without limitation the perceived benefits of delisting and deregistration, the intent of the Company to continue to provide unaudited annual and quarterly financial statements and the potential for the Preferred Shares to be quoted on the Pink Sheets, constitute forward-looking statements within the meaning of the federal securities laws. In addition, actual results and the timing of certain events could differ materially from those projected in or contemplated by forward-looking statements due to a number of factors, including but not limited to, the risk factors and other disclosures contained in the Company’s annual report on Form 10-K for the year ended December 31, 2022, and the other disclosures contained in documents filed by the Company with the SEC.
Contact
Brookfield Investor Relations
Tel: 855-212-8243
Email: bpy.enquiries@brookfield.com
