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BROOKFIELD Corp /ON/ — Major Shareholding Notification 2019
Feb 28, 2019
29863_mrq_2019-02-28_8bde87c6-0134-4e39-952e-72175391105e.zip
Major Shareholding Notification
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SC 13D/A 1 formsc13da.htm SC 13D/A Licensed to: Summit Financial Disclosure, LLC Document created using EDGARfilings PROfile 5.1.0.0 Copyright 1995 - 2019 Broadridge
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
(Amendment No. 3)*
| Hospitality Investors Trust, Inc. |
|---|
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
|---|
| (Title of Class of Securities) |
| 44107J108 |
|---|
| (CUSIP Number) |
Justin Beber
Brookfield Asset Management Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario M5J2T3
Telephone: (416) 359-8598
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Steven L. Wilner, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
| (212) 225-2000 |
|---|
| February 27, 2019 |
| (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 30 Pages)
- 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 purpose of Section 18 of the Securities Exchange Act of 1934 (“ 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 ).
CUSIP No. 44107J108 13D Page 2 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield Asset Management Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| CO |
*See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock (as defined herein) outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares (as defined below) granted to BSREP II Board (as defined below), 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer (as defined below) as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units (as defined herein) deliverable upon conversion of the Class C Units (as defined herein).
CUSIP No. 44107J108 13D Page 3 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Partners Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| CO |
*See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
CUSIP No. 44107J108 13D Page 4 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield Holdings Canada Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☑ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| CO |
- See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
CUSIP No. 44107J108 13D Page 5 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield US Holdings Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| CO |
- See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
CUSIP No. 44107J108 13D Page 6 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield US Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| CO |
- See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
CUSIP No. 44107J108 13D Page 7 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| BUSC Finance LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| OO |
- See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
CUSIP No. 44107J108 13D Page 8 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield Property Master Holdings LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| OO |
- See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
CUSIP No. 44107J108 13D Page 9 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield Property Group LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| OO |
- See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
CUSIP No. 44107J108 13D Page 10 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield Strategic Real Estate Partners II GP OF GP LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| OO |
- See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
CUSIP No. 44107J108 13D Page 11 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield Strategic Real Estate Partners II GP L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| PN |
- See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
CUSIP No. 44107J108 13D Page 12 of 30 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ |
| (b) | ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| -0- | |||
| 8 | SHARED VOTING POWER | ||
| 26,680,524.56* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 26,680,524.56* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 26,680,524.56* | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 40.55%** | |||
| 14 | TYPE OF REPORTING PERSON | ||
| OO |
- See Item 5.
** The calculation is based on 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
PROfilePageNumberReset%Num%13%%%
Schedule 13D/A
This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on April 10, 2017 (the “Original 13D”), as amended and supplemented by Amendment No. 1 on February 28, 2018 (“Amendment No. 1”), Amendment No. 2 on January 3, 2019 (“Amendment No. 2”) (the Original 13D, Amendment No. 1 and Amendment No. 2, collectively, the “Amended Schedule 13D”), with respect to the Common Stock. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Amended Schedule 13D. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Amended Schedule 13D.
The Reporting Persons are filing this amendment to reflect their new percentage of beneficial ownership of the Issuer, which has increased as a result of the issuance by the Issuer to the Brookfield Investor of 14,898,060.78 Class C Units on February 27, 2019 in connection with the Second Follow-On Funding.
ITEM 2. Identity and Background
This Amendment amends and restates the entirety of Item 2 of the Amended Schedule 13D as set forth below.
a. This 13D is being filed by each of the following persons (each, a “Reporting Person”, and, collectively, the “Reporting Persons”):
i. Brookfield Asset Management Inc. (“BAM”), a corporation formed under the laws of the Province of Ontario;
ii. Partners Limited (“Partners Limited”), a corporation formed under the laws of the Province of Ontario that holds 867,495 class A limited voting shares of BAM, representing approximately 0.1% of such shares, and 85,120 class B limited voting shares of BAM, representing 100% of such shares;
iii. Brookfield Holdings Canada Inc. (“BHC”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BAM;
iv. Brookfield US Holdings Inc. (“BUSHI”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BHC;
v. Brookfield US Inc. (“BUSI”), a Delaware corporation and a wholly-owned subsidiary of BUSHI. On or about January 3, 2019, pursuant to an internal reorganization, Brookfield US Corporation, a Delaware corporation, merged with and into Brookfield Special Opportunities Inc. (“BSO”), with BSO surviving the merger as a wholly-owned subsidiary of BUSHI and the direct parent company of BUSC Finance (as defined below). BSO subsequently changed its name to Brookfield US Inc. (“BUSI”);
vi. BUSC Finance LLC (“BUSC Finance”), a Delaware limited liability company and a wholly-owned subsidiary of BUSI;
vii. Brookfield Property Master Holdings LLC (“BPMH”), a Delaware limited liability company and a wholly-owned subsidiary of BUSC Finance;
viii. Brookfield Property Group LLC (“BPG”), a Delaware limited liability company. BPMH holds 16,037,000 class A common shares of BPG, representing approximately 99% voting interest of shares of BPG, and BUSC Finance holds 40,000,000 preferred shares of BPG, representing approximately 1% of voting interest of shares of BPG;
Page 13 of 30
ix. Brookfield Strategic Real Estate Partners II GP OF GP LLC (“Ultimate GP”), a Delaware limited liability company, a wholly-owned subsidiary of BPG and the general partner of BSREP II GP (as defined below);
x. Brookfield Strategic Real Estate Partners II GP L.P. (“BSREP II GP”), a Delaware limited partnership and the sole manager of the Brookfield Investor (as defined below); and
xi. Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the “Brookfield Investor”), a Delaware limited liability company and owner of 100% of the outstanding Class C Units of the OP (as defined below).
Schedule I with respect to BAM, Schedule II with respect to Partners Limited, Schedule III with respect to BHC, Schedule IV with respect to BUSHI, Schedule V with respect to BUSI, Schedule VI with respect to BUSC Finance, Schedule VII with respect to BPMH, Schedule VIII with respect to BPG, Schedule IX with respect to Ultimate GP, Schedule X with respect to BSREP II GP, and Schedule XI with respect to the Brookfield Investor set forth lists of all of the directors and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each such Reporting Person.
b. The principal business address of each of BAM, Partners Limited, BHC and BUSHI is 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. The principal address of each of BUSI, BUSC Finance, BPMH, BPG, Ultimate GP, BSREP II GP and the Brookfield Investor is Brookfield Place, 250 Vesey Street, 15 th Floor, New York, NY 10281-1023.
Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X and Schedule XI set forth the principal business address of each Scheduled Person.
c. The principal business of BAM is to own and operate assets with a focus on property, renewable power, infrastructure and private equity. The principal business of each of Partners Limited, BHC, BUSI, BUSC Finance, BPMH, BPG and BUSHI is to serve as a holding company. The principal business of each of Ultimate GP and BSREP II GP is to serve as general partner or manager, as applicable, for a variety of certain private investment vehicles, including the Brookfield Investor. The principal business of the Brookfield Investor is to serve as a special purpose entity for the purpose of making certain investments, including investments in the Company.
Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X and Schedule XI set forth the principal occupation or employment of each Scheduled Person.
d. During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Scheduled Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
e. Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X and Schedule XI set forth the citizenships of each of the Scheduled Persons who is a natural person.
ITEM 4. Purpose of Transaction
Item 4 of the Amended Schedule 13D is amended by adding the following paragraphs beneath the fourth paragraph under the subheading “Follow-On Fundings”:
Page 14 of 30
Pursuant to, and subject to the terms and conditions of, the SPA, the amount of Class C Units the Issuer can cause the Brookfield Investor to purchase in the Second Follow-On Funding is limited to the number of Class C Units that would be sufficient to fully redeem all-then outstanding Grace Preferred Equity Interests, which is 14,898,060.78 Class C Units as of February 27, 2019. On February 27, 2019, the Issuer caused the Brookfield Investor to purchase pursuant to the Second Follow-On Funding 14,898,060.78 Class C Units, which constitutes the Issuer’s full exercise of its right to cause the Second Follow-On Funding. As a result of the Second Follow-On Funding, the Brookfield Investor owns 26,665,738.56 Class C Units (adjusted by .01 unit due to rounding).
Item 5. Interest in Securities of the Issuer
This Amendment amends and restates the entirety of Item 5 of the Amended Schedule 13D as set forth below.
(a), (b) The following sentences assume that there is a total of 65,798,188.56 shares of Common Stock outstanding, which includes (i) the 39,132,450 shares of Common Stock outstanding as of February 20, 2019 (which includes the 14,786 Restricted Shares granted to BSREP II Board, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer), based on information received from the Issuer, and (ii) 26,665,738.56 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
The Brookfield Investor directly holds 26,665,738.56 Class C Units, which are convertible into OP Units at any time at the option of the Brookfield Investor at the Conversion Price. OP Units are, in turn, generally redeemable for shares of the Common Stock on a one-for-one-basis or the cash value of a corresponding number of shares of Common Stock, at the election of the Issuer, in accordance with the terms of the A&R LPA. The Brookfield Investor also holds 14,786 Restricted Shares through its wholly-owned subsidiary BSREP II Board. Accordingly, the Brookfield Investor may be deemed to beneficially own 26,680,524.56 shares of Common Stock as of the date hereof, which constitutes 40.55% of the outstanding Common Stock.
As sole manager of the Brookfield Investor, BSREP II GP may be deemed to beneficially own all 26,665,738.56 Class C Units and 14,786 Restricted Shares as described above owned by the Brookfield Investor. As direct and indirect controlling persons of BSREP II GP, each of BAM, Partners Limited, BHC, BUSHI, BUSI, BUSC Finance, BPMH, BPG and Ultimate GP may be deemed to share with BSREP II GP beneficial ownership of such shares of Common Stock underlying such Class C Units and such Restricted Shares.
None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock.
(c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Stock during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not Applicable.
ITEM 7. Material to Be Filed as Exhibits
Item 7 of the Amended Schedule 13D is hereby amended to include the following:
Exhibit 13 Second Follow-On Funding Notice dated as of January 11, 2019, by and among Hospitality Investors Trust Operating Partnership, L.P. and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (filed herewith).
Page 15 of 30
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 27, 2019
| BROOKFIELD ASSET MANAGEMENT INC. | |
|---|---|
| By: | /s/ Justin Beber |
| Name: | Justin Beber |
|---|---|
| Title: | Chief Legal Officer and Corporate Secretary |
| PARTNERS LIMITED | |
|---|---|
| By: | /s/ Brian Lawson |
| Name: | Brian Lawson |
|---|---|
| Title: | President |
| BROOKFIELD HOLDINGS CANADA INC. | |
|---|---|
| By: | /s/ |
| Katayoon Sarpash |
| Name: | Katayoon Sarpash |
|---|---|
| Title: | Vice President and Secretary |
| BROOKFIELD US HOLDINGS INC. | |
|---|---|
| By: | /s/ |
| Katayoon Sarpash |
| Name: | Katayoon Sarpash |
|---|---|
| Title: | Vice President and Secretary |
| BROOKFIELD US INC. | |
|---|---|
| By: | /s/ |
| Josh Zinn |
| Name: | Josh Zinn |
|---|---|
| Title: | Vice President |
| BUSC FINANCE LLC | |
|---|---|
| By: | /s/ |
| Josh Zinn |
| Name: | Josh Zinn |
|---|---|
| Title: | Vice President |
Page 16 of 30
| BROOKFIELD PROPERTY MASTER HOLDINGS LLC | |
|---|---|
| By: | /s/ Melissa Lang |
| Name: | Melissa Lang |
|---|---|
| Title: | Senior Vice President and Secretary |
| BROOKFIELD PROPERTY GROUP LLC | |
|---|---|
| By: | /s/ Melissa Lang |
| Name: | Melissa Lang |
|---|---|
| Title: | Senior Vice President and Secretary |
| BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC | |
|---|---|
| By: | /s/ Melissa Lang |
| Name: | Melissa Lang |
|---|---|
| Title: | Senior Vice President and Secretary |
| BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP L.P. | |
|---|---|
| By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC, its general partner | |
| By: | /s/ Melissa Lang |
| Name: | Melissa Lang |
|---|---|
| Title: | Senior Vice President and Secretary |
| BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC | |
|---|---|
| By: | /s/ Melissa Lang |
| Name: | Melissa Lang |
|---|---|
| Title: | Senior Vice President and Secretary |
Page 17 of 30
SCHEDULE I
Brookfield Asset Management Inc.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| M. Elyse Allan, Director | 2300 Meadowvale Road, Mississauga, Ontario, L5N 5P9, Canada | Corporate Director of BAM and Former President and Chief Executive Officer of General Electric Canada Company Inc. | Canada and U.S.A. |
| Jeffrey M. Blidner, Director and Vice Chairman | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chairman of BAM | Canada |
| Angela F. Braly, Director | 832 Alverna Drive, Indianapolis, Indiana 46260 | President & Founder of The Braly Group, LLC | U.S.A. |
| Jack L. Cockwell, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada |
| Marcel R. Coutu, Director | 335 8th Avenue SW, Suite 1700 Calgary, Alberta T2P 1C9, Canada | Corporate Director | Canada |
| Maureen Kempston Drakes, Director | 10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada | Corporate Director of BAM and former President, Latin America, Africa and Middle East of General Motors Corporation | Canada |
| J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Managing Partner and Chief Executive Officer of BAM | Canada |
| Robert J. Harding, Director | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Past Chairman of BAM | Canada |
| Brian W. Kingston, Senior Managing Partner | Brookfield Place 250 Vesey Street, 15 th Floor New York, NY, 10281-1023 | Senior Managing Partner of BAM | Canada |
| Brian D. Lawson, Senior Managing Partner and Chief Financial Officer | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Managing Partner and Chief Financial Officer of BAM | Canada |
Page 18 of 30
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Murilo Ferreira, Director | Rua General Venãncio Flores, 50 Cob 01, Leblon, Rio de Janeiro | Former CEO of Vale SA | Brazil |
| Rafael Miranda, Director | C/ Principe de Viana 9, Madrid, Spain | Former CEO of Endesa, S.A. | Spain |
| Cyrus Madon, Senior Managing Partner | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Managing Partner of BAM | 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 BAM and Deputy Chair of TD Bank Group | Canada |
| Youssef A. Nasr, Director | P.O. Box 16 5927, Beirut, Lebanon | Corporate Director of BAM 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, Director | Frontier Economics, 71 High Holborn, London, U.K. WC1V 6DA | Chairman of Frontier Economics | United Kingdom |
| Samuel J.B. Pollock, Senior Managing Partner | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Managing Partner of BAM | Canada |
| Ngee Huat Seek, Director | 501 Orchard Road #08—01 Wheelock Place Singapore 238880 | Chairman of GLP IM Holdings Limited | Singapore |
| Diana L. Taylor, Director | Solera Capital L.L.C 625 Madison Avenue, 3rd Floor New York, N.Y. 10022 | Vice Chair of Solera Capital LLC | U.S.A |
| Justin Beber, Chief Legal Officer and Corporate Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Managing Partner Chief Legal Officer Corporate Secretary of BAM | Canada |
Page 19 of 30
SCHEDULE II
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 | Corporate Director | Canada |
| David W. Kerr, Director | 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada | Chairman of Halmont Properties Corp. | Canada |
| Brian D. Lawson, Director and President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Managing Partner and Chief Financial Officer of BAM | Canada |
| Timothy R. Price, Director | 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada | Chairman, Brookfield Funds | Canada |
| Loretta Corso, Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Secretarial Administrator of BAM | Canada |
Page 20 of 30
SCHEDULE III
Brookfield Holdings Canada Inc.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Aleks Novakovic, Director, Vice President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, BAM | Canada |
| Karly Dyck Director, Vice President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President, Finance, BAM | Canada |
| Thomas Douglas Corbett, Director, President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President, Finance, BAM | Canada |
| Katayoon Sarpash, Director, Vice President and Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President, BAM | Canada |
| Cam Ha, Vice President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Director, Tax, BAM | Canada |
| Aaron Kline, Vice President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Director, BAM | Canada |
Page 21 of 30
SCHEDULE IV
Brookfield US Holdings Inc.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Aleks Novakovic, Director, Vice President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, BAM | Canada |
| Karly Dyck Director, Vice President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President, Finance, BAM | Canada |
| Thomas Douglas Corbett, Director, President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President, Finance, BAM | Canada |
| Katayoon Sarpash, Director, Vice President and Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President, BAM | Canada |
| Cam Ha, Vice President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Director, Tax, BAM | Canada |
| Aaron Kline, Vice President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Director, BAM | Canada |
Page 22 of 30
SCHEDULE V
Brookfield US Inc.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Barry Blattman, Director, Vice President | Brookfield Place 250 Vesey Street, 15 th Floor New York, NY, 10281-1023 | Vice-Chairman, BAM | U.S.A |
| Karly Dyck Director, Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President, Finance, BAM | Canada |
| Jordan Kolar Director, Vice President | Brookfield Place 250 Vesey Street, 15 th Floor New York, NY, 10281-1023 | Managing Director, Tax, BAM | U.S.A. |
| Aleks Novakovic Director, Vice President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, BAM | Canada |
| Mark Srulowitz President | Brookfield Place 250 Vesey Street, 15 th Floor New York, NY, 10281-1023 | Managing Partner, BAM | U.S.A. |
| Josh Zinn Director, Vice President | Brookfield Place 250 Vesey Street, 15 th Floor New York, NY, 10281-1023 | Senior Vice President, BAM | Australia |
| Connor Teskey Director | One Canada Square, Level 25 Canary Wharf London E14 5AA, U.K. | Senior Vice President BAM | Canada |
Page 23 of 30
SCHEDULE VI
BUSC Finance LLC
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Mark Srulowitz, President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner, BAM | U.S.A. |
| Jordan Kolar, Manager and Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director, Tax, BAM | U.S.A. |
| Josh Zinn, Manager and Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President, BAM | Australia |
| Karly Dyck, Manager and Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President, Finance, BAM | Canada |
Page 24 of 30
SCHEDULE VII
Brookfield Property Master Holdings LLC
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Richard Clark, Chairman | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Chairman | U.S.A |
| Brian W. Kingston, Chief Executive Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Managing Partner | Canada |
| Bryan Davis, Chief Financial Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | Canada |
| Lowell Baron, Chief Investment Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| William Powell, Chief Operating Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Managing Partner | U.S.A |
| Cristiano Machado, Managing Director and Assistant Treasurer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | Brazil |
| Brett Fox, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Murray Goldfarb, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| David J. Stalter, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Carolyn Bidwell, Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Brian Hurowitz, Senior Vice President and Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Bryan Smith, Senior Vice President and Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Melissa Lang, Senior Vice President and Secretary | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
Page 25 of 30
SCHEDULE VIII
Brookfield Property Group LLC
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Richard Clark, Chairman | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Chairman | U.S.A |
| Brian W. Kingston, Director and Chief Executive Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Managing Partner | Canada |
| Bryan Davis, Director and Chief Financial Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | Canada |
| Lowell Baron, Chief Investment Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| William Powell, Chief Operating Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Managing Partner | U.S.A |
| Leila Araiche, Managing Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | Canada |
| Cristiano Machado, Managing Director and Assistant Treasurer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | Brazil |
| Brett Fox, Director, General Counsel, and Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Murray Goldfarb, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| David J. Stalter, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Carolyn Bidwell, Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Brian Hurowitz, Senior Vice President and Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Bryan Smith, Senior Vice President and Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Melissa Lang, Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
Page 26 of 30
SCHEDULE IX
Brookfield Strategic Real Estate Partners II GP OF GP LLC
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Brian W. Kingston, Chief Executive Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Managing Partner | Canada |
| Bryan Davis, Chief Financial Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | Canada |
| Lowell Baron, Chief Investment Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| William Powell, Chief Operating Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Managing Partner | U.S.A |
| Cristiano Machado, Managing Director and Assistant Treasurer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | Brazil |
| Brett Fox, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Murray Goldfarb, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Mark Srulowitz, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| David J. Stalter, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Bryan Smith, Senior Vice President and Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Melissa Lang, Senior Vice President and Secretary | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
Page 27 of 30
SCHEDULE X
Brookfield Strategic Real Estate Partners II GP L.P.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Brian W. Kingston, Chief Executive Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Managing Partner | Canada |
| Bryan Davis, Chief Financial Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | Canada |
| Lowell Baron, Chief Investment Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| William Powell, Chief Operating Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Managing Partner | U.S.A |
| Cristiano Machado, Managing Director and Assistant Treasurer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | Brazil |
| Brett Fox, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Murray Goldfarb, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Mark Srulowitz, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| David J. Stalter, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Bryan Smith, Senior Vice President and Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Melissa Lang, Senior Vice President and Secretary | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
Page 28 of 30
SCHEDULE XI
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Brian W. Kingston, Chief Executive Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Managing Partner | Canada |
| Bryan Davis, Chief Financial Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | Canada |
| Lowell Baron, Chief Investment Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| William Powell, Chief Operating Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Managing Partner | U.S.A |
| Cristiano Machado, Managing Director and Assistant Treasurer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | Brazil |
| Brett Fox, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Murray Goldfarb, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| David J. Stalter, Managing Partner | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | U.S.A |
| Carolyn Bidwell, Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Bryan Smith, Senior Vice President and Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Melissa Lang, Senior Vice President and Secretary | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
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INDEX TO EXHIBITS
| Exhibit 1 | Initial Articles Supplementary of American Realty Capital Hospitality Trust, Inc. filed with the State Department of Assessments and
Taxation of Maryland on January 13, 2017 (incorporated by reference to Exhibit 3.1 of the Issuer’s Current Report on Form 8-K filed on January 13. 2017 (Commission File No. 000-55394)). |
| --- | --- |
| Exhibit 2 | Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017, by and among American Realty Capital Hospitality Trust,
Inc., American Realty Capital Hospitality Operating Partnership, LP and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on
January 13, 2017 (Commission File No. 000-55394)). |
| Exhibit 3 | Framework Agreement, dated as of January 12, 2017, by and among American Realty Capital Hospitality Advisors, LLC, American Realty Capital
Hospitality Properties, LLC, American Realty Capital Hospitality Grace Portfolio, LLC, Crestline Hotels & Resorts, LLC, American Realty Capital Hospitality Trust, Inc., American Realty Capital Hospitality Operating Partnership, LP,
American Realty Capital Hospitality Special Limited Partnership, LLC, and solely in connection with Sections 7(b), 7(d), 8, 9 and 10 through 22 (inclusive) thereto, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC
(incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed on January 13, 2017 (Commission File No. 000-55394)). |
| Exhibit 4 | Articles Supplementary of Hospitality Investors Trust, Inc., filed with the State Department of Assessments and Taxation of Maryland on
March 31, 2017 (incorporated by reference to Exhibit 3.2 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)). |
| Exhibit 5 | Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of March 31, 2017
(incorporated by reference to Exhibit 4.2 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)). |
| Exhibit 6 | Ownership Limit Waiver Agreement, dated as of dated as of March 31, 2017 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current
Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)). |
| Exhibit 7 | Registration Rights Agreement, dated as of March 31, 2017, by and among Hospitality Investors Trust, Inc., Brookfield Strategic Real Estate
Partners II Hospitality REIT II LLC, American Realty Capital Hospitality Advisors, LLC and American Realty Capital Hospitality Properties, LLC (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed on
March 31, 2017 (Commission File No. 000-55394)). |
| Exhibit 8 | Amended and Restated Bylaws of Hospitality Investors Trust, Inc., dated as of March 31, 2017, filed with the State Department of Assessments
and Taxation of Maryland on March 31, 2017 (incorporated by reference to Exhibit 3.4 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)). |
| Exhibit 9 | Compensation Payment Agreement, dated as of March 31, 2017, by and among Hospitality Investors Trust, Inc., Lowell G. Baron, Bruce G. Wiles
and BSREP II Hospitality II Board LLC (incorporated by reference to Exhibit 10.22 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)). |
| Exhibit 10 | Joint Filing Agreement (incorporated by reference to Exhibit 10 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017
(Commission File No. 000-55394)). |
| Exhibit 11 | First Follow-On Funding Notice dated as of January 12, 2018, by and among Hospitality Investors Trust Operating Partnership, L.P. and
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (incorporated by reference to Exhibit 11 of the Issuer’s Schedule 13D/A filed on February 28, 2018 (Commission File No. 000-89944)). |
| Exhibit 12 | Joint Filing Agreement (incorporated by reference to Exhibit 12 of the Issuer’s Schedule 13D/A filed on January 3, 2019 (Commission File No.
005-89944)). |
| Exhibit 13 | Second Follow-On Funding Notice dated as of January 11, 2019, by and among Hospitality Investors Trust Operating Partnership, L.P. and
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (filed herewith). |
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