SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

NORTH AMERICAN PALLADIUM, LTD.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

656912102

(CUSIP Number)

 

David Nowak

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)

 

September 14, 2015

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* 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.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 


 

CUSIP No.   656912102

SCHEDULE 13D

 

 

 

 

1

Names of Reporting Persons
BROOKFIELD ASSET MANAGEMENT INC.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x — Joint Filing

 

 

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)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
53,459,128 COMMON STOCK

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
53,459,128  COMMON STOCK

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
53,459,128 COMMON STOCK

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
92.0% OF THE OUTSTANDING COMMON STOCK

 

 

14

Type of Reporting Person (See Instructions)
CO

 

2


 

CUSIP No.   656912102

SCHEDULE 13D

 

 

 

 

1

Names of Reporting Persons
PARTNERS LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x — Joint Filing

 

 

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)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
53,459,128 COMMON STOCK

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
53,459,128  COMMON STOCK

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
53,459,128 COMMON STOCK

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
92.0% OF THE OUTSTANDING COMMON STOCK

 

 

14

Type of Reporting Person (See Instructions)
CO

 

3


 

CUSIP No.   656912102

SCHEDULE 13D

 

 

 

 

1

Names of Reporting Persons
BROOKFIELD CAPITAL PARTNERS LTD.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x — Joint Filing

 

 

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)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
53,459,128 COMMON STOCK

 

8

Shared Voting Power
53,459,128 COMMON STOCK

 

9

Sole Dispositive Power
53,459,128 COMMON STOCK

 

10

Shared Dispositive Power
53,459,128  COMMON STOCK

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
53,459,128 COMMON STOCK

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
92.0% OF THE OUTSTANDING COMMON STOCK

 

 

14

Type of Reporting Person (See Instructions)
CO

 

4


 

CUSIP No.   656912102

SCHEDULE 13D

 

 

 

 

1

Names of Reporting Persons
BCP III NAP L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
MANITOBA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
53,459,128 COMMON STOCK

 

8

Shared Voting Power
53,459,128 COMMON STOCK

 

9

Sole Dispositive Power
53,459,128 COMMON STOCK

 

10

Shared Dispositive Power
53,459,128  COMMON STOCK

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
53,459,128 COMMON STOCK

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
92.0% OF THE OUTSTANDING COMMON STOCK

 

 

14

Type of Reporting Person (See Instructions)
PN

 

5


 

EXPLANATORY NOTE

 

This Amendment No.1 to Schedule 13D is being filed to reflect the acquisition by BCP III NAP L.P. (“BCP”) of 7,9232,124 common shares of (“NAP Shares”) of North American Palladium Ltd. (“NAP”) pursuant to a rights offering (the “Rights Offering”) carried out under a court approved statutory plan of arrangement in accordance with section 192 of the Canada Business Corporations Act (the “Arrangement”). Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No.1.

 

Item 3.   Source and Amount of Funds or Other Consideration

 

Item 3 of this Schedule 13D is hereby supplemented as follows:

 

On September 14, 2015, BCP acquired an aggregate of 7,923,124 NAP Shares pursuant to a rights offering carried out under the Arrangement. These NAP Shares included 226,131 NAP Shares issued to BCP as consideration for BCP purchasing NAP shares which remained unsubscribed for by holders of rights at the expiry of the Rights Offering, pursuant to a backstop agreement between Brookfield and NAP dated June 18, 2015 ( the “Backstop Agreement”). The NAP Shares were acquired at a subscription price of $5.97 per NAP Share.

 

Item 5.   Interest in Securities of the Issuer

 

Item 5 of this Schedule 13D is hereby amended as follows:

 

(a)-(b)      As of the date hereof, the Reporting Persons may be deemed to be the beneficial owners of 53,459,128 NAP Shares and such NAP Shares represent approximate 92.0% of the issued and outstanding NAP Shares based on the number of NAP Shares outstanding as of September 14, 2015.

 

6


 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

Dated:    September 16, 2015

 

 

BCP III NAP L.P., by its administrative general partner, BROOKFIELD CAPITAL PARTNERS LTD.

 

 

 

 

 

By:

/s/ Jaspreet Dehl

 

 

Name:

Jaspreet Dehl

 

 

Title

Senior Vice President and Secretary

 

 

 

 

By:

/s/ David Nowak

 

 

Name:

David Nowak

 

 

Title:

Managing Partner

 

 

 

 

 

BROOKFIELD CAPITAL PARTNERS LTD.

 

 

 

 

 

By:

/s/ Jaspreet Dehl

 

 

Name:

Jaspreet Dehl

 

 

Title

Senior Vice President and Secretary

 

 

 

 

By:

/s/ David Nowak

 

 

Name:

David Nowak

 

 

Title:

Managing Partner

 

 

 

 

 

BROOKFIELD ASSET MANAGEMENT INC.

 

 

 

 

 

By:

/s/ A.J. Silber

 

 

Name:

A.J. Silber

 

 

Title

Vice President, Legal Affairs and Corporate Secretary

 

 

 

 

 

PARTNERS LIMITED

 

 

 

 

 

By:

/s/ Derek E. Gorgi

 

 

Name:

Derek E. Gorgi

 

 

Title:

Assistant Secretary

 

7


 

SCHEDULE I

 

BROOKFIELD CAPITAL PARTNERS LTD.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Jaspreet Dehl, Director and Senior Vice President and Secretary

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3

 

Senior Vice President of Brookfield

 

Canada

Joseph Freedman, Director and Senior Managing Partner

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3

 

Senior Managing Partner of Brookfield

 

Canada

David Nowak, Director and Managing Partner

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3

 

Managing Partner of Brookfield

 

Canada

Peter Gordon, Managing Partner

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3

 

Managing Partner of Brookfield

 

Canada

David Gregory, Vice President

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3

 

Vice President of Brookfield

 

Canada

Jon Haick, Senior Managing Partner

 

99 Bishopsgate London, UK EC2M 3XD

 

Senior Managing Partner of Brookfield and the Chief Executive Officer of Brookfield Europe.

 

Canada

Aaron Kline, Vice President

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3

 

Senior Vice President of taxation of Brookfield

 

Canada

Cyrus Madon, Senior Managing Partner

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3

 

Senior Managing Partner of Brookfield

 

Canada

Pierre McNeil, Senior Vice President

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3

 

Senior Vice President and Chief Operating Officer of Brookfield’s private equity group

 

Canada

Jim Reid, Managing Partner

 

335 8th Avenue SW, Calgary, AB T2P 1C9

 

Managing Partner of Brookfield

 

Canada

Dean Schultz, Vice President

 

335 8th Avenue SW, Calgary, AB T2P 1C9

 

Vice President of Brookfield

 

Canada

 

8


 

SCHEDULE II

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Jeffrey M. Blidner, Senior Managing Partner

 

181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner of Brookfield

 

Canada

Angela F. Braly

 

832 Alverna Drive, Indianapolis, Indiana 46260

 

President & Founder, The Braly Group, LLC

 

U.S.A.

Jack L. Cockwell, Director

 

51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada

 

Group Chair of Brookfield

 

Canada

Marcel R. Coutu, Director

 

335 8th Avenue SW, Suite 1700 Calgary, Alberta T2P 1C9, Canada

 

Former President and Chief Executive Officer of Canadian Oil Sands Limited

 

Canada

J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer

 

181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner and Chief Executive Officer of Brookfield

 

Canada

Robert J. Harding, Director

 

Brookfield Global Infrastructure Advisory Board 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada

 

Past Chairman of Brookfield

 

Canada

Maureen Kempston Darkes, Director

 

c/o 21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A2, Canada

 

Corporate Director of Brookfield and former President, Latin America, Africa and Middle East, General Motors Corporation

 

Canada

David W. Kerr, Director

 

c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada

 

Chairman, Halmont Properties Corp.

 

Canada

Brian D. Lawson, Senior Managing Partner and Chief Financial Officer

 

181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner and Chief Financial Officer of Brookfield

 

Canada

Lance Liebman, Director

 

Columbia Law School, 435 West 116th Street, New York, New York 10027 —7297, U.S.A.

 

William S. Beinecke Professor of Law

 

U.S.A.

Philip B. Lind, Director

 

Rogers Communications Inc.

333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada

 

Co-Founder and Director of Rogers Communications Inc.

 

Canada

Frank J. McKenna, Director

 

TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada

 

Chair of Brookfield and Deputy Chair of TD Bank Group

 

Canada

Youssef A. Nasr, Director

 

P.O. Box 16 5927, Beirut, Lebanon

 

Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil

 

Lebanon and U.S.A.

Lord Augustine Thomas O’Donnell

 

P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower

Toronto, Ontario M5K 1A2, Canada

 

Chairman of Frontier Economics and Strategic Advisor, TD Bank Group

 

United Kingdom

Samuel J.B. Pollock, Senior Managing Partner

 

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner of Brookfield

 

Canada

Ngee Huat Seek, Director

 

168 Robinson Road

#37 — 01 Capital Tower

Singapore 068912

 

Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation

 

Singaporean

Diana L. Taylor, Director

 

Solera Capital L.L.C

625 Madison Avenue, 3rd Floor

 

Vice Chair, Solera Capital LLC

 

U.S.A.

 

9


 

 

 

New York, N.Y. 10022

 

 

 

 

George S. Taylor, Director

 

c/o R.R. #3, 4675 Line 3, St. Marys,Ontario N4X 1C6, Canada

 

Corporate Director of Brookfield

 

Canada

A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary

 

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3, Canada

 

Vice-President, Legal Affairs and Corporate Secretary of Brookfield

 

Canada

 

10


 

SCHEDULE III

 

PARTNERS LIMITED

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Jack. L. Cockwell, Director and Chairman

 

51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada

 

Group Chair of Brookfield

 

Canada

J. Bruce Flatt, Director

 

181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3

 

Senior Managing Partner and Chief Executive Officer of Brookfield Asset Management Inc.

 

Canada

David W. Kerr, Director

 

c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada

 

Chairman, Halmont Properties Corp.

 

Canada

Brian D. Lawson, Director and President

 

Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner and Chief Financial Officer of Brookfield

 

Canada

George E. Myhal, Director

 

Partners Value Fund Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

President and CEO, Partners Value Fund Inc.

 

Canada

Timothy R. Price, Director

 

c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada

 

Chairman, Brookfield Funds

 

Canada

Samuel J.B. Pollock, Director

 

Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner

 

Canada

Tony E. Rubin, Treasurer

 

51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada

 

Accountant

 

Canada

Lorretta Corso, Secretary

 

Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Corporate Secretarial Administrator

 

Canada

Derek Gorgi, Assistant Secretary

 

Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Senior Vice President

 

Canada

 

11