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Name | Symbol | Market | Type |
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Brookfield DTLA Fund Office Trust Investor Inc | NYSE:DTLA- | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.3501 | 0 | 01:00:00 |
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[ ]
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Rule 13d-1(b)
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[ X]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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CUSIP No. 112714209
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13G
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Page 2 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Angelo Gordon & Co., L.P.
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||||||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a) [ ]
(b) [ ]
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|||||
3.
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SEC USE ONLY
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||||||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
873,574
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|||||
6.
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SHARED VOTING POWER
0
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||||||
7.
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SOLE DISPOSITIVE POWER
873,574
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||||||
8.
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SHARED DISPOSITIVE POWER
0
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||||||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,574
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IA, PN
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CUSIP No. 112714209
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13G
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Page 3 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AG GP LLC
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||||||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a) [ ]
(b) [ ]
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|||||
3.
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SEC USE ONLY
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||||||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
873,574
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|||||
6.
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SHARED VOTING POWER
0
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||||||
7.
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SOLE DISPOSITIVE POWER
873,574
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||||||
8.
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SHARED DISPOSITIVE POWER
0
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||||||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,574
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||||||
10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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||||||
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
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||||||
12.
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TYPE OF REPORTING PERSON (see instructions)
HC, OO
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CUSIP No. 112714209
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13G
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Page 4 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Botticelli LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a) [ ]
(b) [ ]
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|||||
3.
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SEC USE ONLY
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||||||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
873,574
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|||||
6.
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SHARED VOTING POWER
0
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||||||
7.
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SOLE DISPOSITIVE POWER
873,574
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||||||
8.
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SHARED DISPOSITIVE POWER
0
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||||||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,574
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||||||
10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
||||||
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
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||||||
12.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 112714209
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13G
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Page 5 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Josh Baumgarten
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||||||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a) [ ]
(b) [ ]
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|||||
3.
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SEC USE ONLY
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||||||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0
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|||||
6.
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SHARED VOTING POWER
873,574
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||||||
7.
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SOLE DISPOSITIVE POWER
0
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||||||
8.
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SHARED DISPOSITIVE POWER
873,574
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||||||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,574
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||||||
10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
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||||||
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
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||||||
12.
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TYPE OF REPORTING PERSON (see instructions)
IN, HC
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CUSIP No. 112714209
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13G
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Page 6 of 8 Pages
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1.
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NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Adam Schwartz
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||||||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a) [ ]
(b) [ ]
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|||||
3.
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SEC USE ONLY
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||||||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0
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|||||
6.
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SHARED VOTING POWER
873,574
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||||||
7.
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SOLE DISPOSITIVE POWER
0
|
||||||
8.
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SHARED DISPOSITIVE POWER
873,574
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||||||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,574
|
||||||
10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
||||||
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.98%
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||||||
12.
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TYPE OF REPORTING PERSON (see instructions)
IN, HC
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Item 1(a).
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Name of Issuer
Brookfield DTLA Fund Office Trust Investor Inc. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
250 Vesey Street, 15th Floor
New York, NY 10281
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Item 2(a).
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Name of Person Filing
The Statement is filed on behalf of each of the following persons (the “Reporting Persons”)
(i) Angelo Gordon &
Co., L.P. (“Angelo Gordon”)
(ii) AG GP LLC (“AG GP”)
(iii) Botticelli LLC
(iv) Josh Baumgarten
(v) Adam Schwartz
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Item 2(b).
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Address of the Principal Office or, if none, residence
The address of each of the Reporting Persons is 245 Park Avenue, 26th Floor, New York, New York 10167.
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Item 2(c).
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Citizenship
(i) Angelo Gordon is a Delaware limited partnership
(ii) AG GP is a Delaware limited liability company
(iii) Botticelli LLC is a Delaware limited liability
company
(iv) Josh Baumgarten- United States
(v) Adam Schwartz- United States
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Item 2(d).
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Title of Class of Securities
7.625% Series A Cumulative Redeemable Preferred Stock (“Preferred Stock”)
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Item 2(e).
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CUSIP Number
112714209
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
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Inapplicable. | |
Item 4. Ownership. |
Item 4(a).
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Amount Beneficially Owned:
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As of August 12, 2021, each of the Reporting Persons may be deemed the beneficial owner of 873,574 shares of Preferred Stock.
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Item 4(b).
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Percent of class:
According to the Issuer’s Schedule 14C filed on September 27, 2021, the number of shares of Preferred Stock outstanding on September 14, 2021 was 9,730,370. Each of the Reporting Persons may
be deemed to be the beneficial owner of approximately 8.98% of the total number of shares of Preferred Stock outstanding.
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Item 4(c).
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Number of shares as to which the person has:
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||
Angelo Gordon
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(i)
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Sole power to vote or to direct the vote:
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873,574
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(ii)
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Shared power to vote or to direct the vote:
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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873,574
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(iv)
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Shared power to dispose or to direct the disposition of:
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0
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AG GP
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|||
(i)
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Sole power to vote or to direct the vote:
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873,574
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(ii)
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Shared power to vote or to direct the vote:
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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873,574
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(iv)
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Shared power to dispose or to direct the disposition of:
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0
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Botticelli LLC
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(i)
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Sole power to vote or to direct the vote:
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873,574
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(ii)
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Shared power to vote or to direct the vote:
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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873,574
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(iv)
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Shared power to dispose or to direct the disposition of:
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0
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Josh Baumgarten
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|||
(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote:
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873,574
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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873,574
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Adam Schwartz
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|||
(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote:
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873,574
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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873,574
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ANGELO, GORDON & CO., L.P.
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By: AG GP LLC
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Its General Partner
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By: Josh Baumgarten
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Its Co-Managing Member
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By: /s/ Christopher D. Moore
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Christopher D. Moore
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Attorney-in-Fact
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AG GP LLC
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By: Josh Baumgarten
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Its Co-Managing Member
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By: /s/ Christopher D. Moore
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Christopher D. Moore
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Attorney-in-Fact
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BOTTICELLI LLC
By: Angelo, Gordon & Co, L.P.
Its Manager
By: AG GP LLC
Its General Partner
By: Josh Baumgarten
Its Co-Managing Member
By: /s/ Christopher D. Moore
Christopher D. Moore
Attorney-in-Fact
JOSH BAUMGARTEN
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By: /s/ Christopher D. Moore
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Christopher D. Moore
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Attorney-in-Fact
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ADAM SCHWARTZ
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By: /s/ Christopher D. Moore
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Christopher D. Moore
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Attorney-in-Fact
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99.1
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Joint Filing Agreement, dated as of October 29, 2021, by and among Angelo Gordon & Co., L.P., AG GP LLC, Botticelli LLC, Josh Baumgarten and Adam Schwartz.
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99.2
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Power of Attorney granted by Josh Baumgarten in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021.
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99.3
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Power of Attorney granted by Adam Schwartz in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021
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ANGELO, GORDON & CO., L.P.
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By: AG GP LLC
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Its General Partner
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By: Josh Baumgarten
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Its Co-Managing Member
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By: /s/ Christopher D. Moore
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Christopher D. Moore
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Attorney-in-Fact
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AG GP LLC
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By: Josh Baumgarten
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Its Co-Managing Member
|
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By: /s/ Christopher D. Moore
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Christopher D. Moore
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Attorney-in-Fact
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BOTTICELLI LLC
By: Angelo, Gordon & Co, L.P.
Its Manager
By: AG GP LLC
Its General Partner
By: Josh Baumgarten
Its Co-Managing Member
By: /s/ Christopher D. Moore
Christopher D. Moore
Attorney-in-Fact
JOSH BAUMGARTEN
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By: /s/ Christopher D. Moore
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Christopher D. Moore
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Attorney-in-Fact
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ADAM SCHWARTZ
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By: /s/ Christopher D. Moore
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Christopher D. Moore
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Attorney-in-Fact
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1)
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execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon &
Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or other
filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading
Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations
promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;
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2)
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do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such
reports, schedules or other filings and timely file same with the SEC; and
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3)
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take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally
required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may
approve in his or her sole discretion.
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1)
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execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon &
Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or other
filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading
Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations
promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;
|
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2)
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do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such
reports, schedules or other filings and timely file same with the SEC; and
|
|
3)
|
take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally
required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may
approve in his or her sole discretion.
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