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BROOKFIELD Corp /ON/ — Major Shareholding Notification 2021
May 14, 2021
29863_mrq_2021-05-14_e794b3c0-f715-4f39-93e4-6bd686aa218e.zip
Major Shareholding Notification
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SC 13D/A 1 brhc10024590_sc13da.htm SC 13D/A Licensed to: SUMMIT Document created using EDGARfilings PROfile 7.5.0.0 Copyright 1995 - 2021 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. 9)*
| 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
| May 14, 2021 |
|---|
| (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)
- 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 28 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 (SEE INSTRUCTIONS) | ||
| OO | |||
| 5 | CHECK BOX 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| CO |
*See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock (as defined herein) outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares (as defined below) granted to BSREP II Board (as defined below), 11,976 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), as reported in the Issuer’s quarterly report for the quarter ending March 31, 2021 on the Form 10-Q (the “10-Q”) filed with the Securities and Exchange Commission on May 14, 2021, and (ii) 30,858,434.61 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 28 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| BAM Partners Trust | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ | ||
| 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) | ☐ | |
| 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO |
- See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 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), as reported in the 10-Q, and (ii) 30,858,434.61 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 28 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield Holdings Canada Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ | ||
| 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) | ☐ | |
| 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| CO |
- See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 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), as reported in the 10-Q, and (ii) 30,858,434.61 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 28 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield US Holdings Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ | ||
| 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) | ☐ | |
| 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| CO |
- See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 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), as reported in the 10-Q, and (ii) 30,858,434.61 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 28 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield US Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ | ||
| 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) | ☐ | |
| 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| CO |
- See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 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), as reported in the 10-Q, and (ii) 30,858,434.61 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 28 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 (SEE INSTRUCTIONS) | ||
| OO | |||
| 5 | CHECK BOX 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO |
- See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 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), as reported in the 10-Q, and (ii) 30,858,434.61 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 28 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 (SEE INSTRUCTIONS) | ||
| OO | |||
| 5 | CHECK BOX 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO |
- See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 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), as reported in the 10-Q, and (ii) 30,858,434.61 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 28 Pages
| 1 | NAMES OF REPORTING PERSONS | ||
|---|---|---|---|
| Brookfield Property Group LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ | ||
| 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) | ☐ | |
| 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO |
- See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 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), as reported in the 10-Q, and (ii) 30,858,434.61 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 28 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 | (a) | ☐ |
| (b) | ☐ | ||
| 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) | ☐ | |
| 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO |
- See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 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), as reported in the 10-Q, and (ii) 30,858,434.61 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 28 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 | (a) | ☐ |
| (b) | ☐ | ||
| 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) | ☐ | |
| 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| PN |
- See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 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), as reported in the 10-Q, and (ii) 30,858,434.61 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 28 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 | (a) | ☐ |
| (b) | ☐ | ||
| 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) | ☐ | |
| 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 | ||
| 30,896,054.61* | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| -0- | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 30,896,054.61* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 30,896,054.61* | |||
| 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) | ||
| 44.17%** | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| CO |
- See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 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), as reported in the 10-Q, and (ii) 30,858,434.61 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
Schedule 13D/A
This Amendment No. 9 (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”), Amendment No. 3 on February 27, 2019 (“Amendment No. 3”), Amendment No. 4 on January 3, 2020 (“Amendment No. 4”), Amendment No. 5 on August 18, 2020 (“Amendment No. 5”), Amendment No. 6 on December 28, 2020 (“Amendment No. 6”), Amendment No. 7 on March 31, 2021 (“Amendment No. 7”) and Amendment No. 8 on May 3, 2021 (“Amendment No. 8”, collectively with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, 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 an amendment (the “May 14 2021 LPA Amendment”), dated May 14, 2021, to the Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of March 31, 2017 (as amended, the “A&R LPA”), which amendment was entered into by and between the Issuer, in its capacity as the general partner of its operating partnership, Hospitality Investors Trust Operating Partnership, L.P., and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the “Brookfield Investor”), one of the Reporting Persons, which modified certain terms of the A&R LPA.
ITEM 4. Purpose of Transaction
Item 4 of the Amended Schedule 13D is amended by adding the following new sections above the subheading “Additional Plans or Proposals”:
LPA Amendment
On May 14, 2021, the Issuer, in its capacity as the general partner of its operating partnership and the OP entered into the May 14 2021 LPA Amendment to the A&R LPA with the Brookfield Investor, the holder of all issued and outstanding Class C Units of the OP.
Pursuant to the A&R LPA, holders of Class C Units are generally entitled to receive PIK Distributions. As previously disclosed, the cash distributions that would otherwise have been payable on December 31, 2020 and March 31, 2021 were converted into distributions payable in additional Class C Units, subject to a requirement that such converted Class C Cash Distribution Amounts (as defined in the A&R LPA) be redeemed if a restructuring support agreement is not executed and delivered on or before May 14, 2021 (or, if a restructuring support agreement has been executed and delivered on or before May 14, 2021, following the termination of such restructuring support agreement). The May 14 2021 LPA Amendment extended the date by which a restructuring support agreement must be executed and delivered (or, having been executed and delivered, not terminated) to May 19, 2021.
ITEM 5. Interest in Securities of the Issuer
The information set forth in Item 4 is incorporated herein by reference.
(a) and (b)
The following sentences assume that there is a total of 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of May 1, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board, 11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer), as reported in the 10-Q, and (ii) 30,858,434.61 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
The Brookfield Investor directly holds 30,858,434.61 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 37,620 Restricted Shares through its wholly-owned subsidiary BSREP II Board. Accordingly, the Brookfield Investor may be deemed to beneficially own 30,896,054.61 shares of Common Stock as of the date hereof, which constitutes 44.17% of the outstanding Common Stock.
As sole manager of the Brookfield Investor, BSREP II GP may be deemed to beneficially own all 30,858,434.61 Class C Units and 37,620 Restricted Shares as described above owned by the Brookfield Investor. As direct and indirect controlling persons of BSREP II GP, each of BAM, BAM Partners, 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.
(c) Except as set forth in this Amendment, 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 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended to add the following:
The information set forth in Items 4 and 5 is incorporated herein by reference.
ITEM 7. Materials to be Filed as Exhibits
| Exhibit No. | Description |
|---|---|
| 17 | Twenty-Second Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of May 14, 2021 (incorporated by reference to Exhibit |
| 10.10 of the Issuer’s Quarterly Report for the quarter ending March 31, 2021 on Form 10-Q filed on May 14, 2021 (Commission File No. 000-55394)). |
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: May 14, 2021
| BROOKFIELD ASSET MANAGEMENT INC. | |
|---|---|
| By: | /s/ Katayoon Sarpash |
| Name: | Katayoon Sarpash |
| Title: | Senior Vice-President, Legal & Regulatory |
| BAM PARTNERS TRUST | |
|---|---|
| By: BAM CLASS B PARTNERS INC., its trustee | |
| By: | /s/ Katayoon Sarpash |
| Name: | Katayoon Sarpash |
| Title: | Secretary |
| 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/ Katayoon Sarpash |
| Name: | Katayoon Sarpash |
| Title: | Secretary |
| BUSC FINANCE LLC | |
|---|---|
| By: | /s/ Katayoon Sarpash |
| Name: | Katayoon Sarpash |
| Title: | Secretary |
| 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 |
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 | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | 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 Brookfield | Canada |
| Angela F. Braly, Director | 250 Vesey Street, 15th Floor, New York, NY 10291-1023, U.S.A. | Corporate Director | U.S.A. |
| Jack L. Cockwell, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Chairman of Brookfield Partners Foundation | Canada |
| Marcel R. Coutu, Director | Suite 1210, 225 – 6th Ave. S.W., Calgary, Alberta T2P 1N2 | Corporate Director | Canada |
| Maureen Kempston Drakes, Director | 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Corporate Director | Canada |
| J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer | One Canada Square, Level 25, Canary Wharf, London E14 5AA U.K. | Managing Partner and Chief Executive Officer of Brookfield | Canada |
| Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate | 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. | Managing Partner, Chief Executive Officer, Real Estate of Brookfield | Canada |
| Brian D. Lawson, Vice Chair and Director | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair of Brookfield | Canada |
| Murilo Ferreira, Director | 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Former CEO of Vale SA | Brazil |
| Rafael Miranda, Director | C/Santiago de Compostela 100 28035 Madrid, Spain | Corporate Director | Spain |
| Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer, Private Equity of Brookfield | Canada |
| Frank J. McKenna, Director | TDCT Tower 161 Bay Street, 35th Floor Toronto, Ontario | Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale | Canada |
| Lord Augustine Thomas O’Donnell, Director | Frontier Economics Limited, 71 High Holborn, London, U.K. WC1V 6DA | Chairman of Frontier Economics Limited | United Kingdom |
| Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer, Infrastructure of Brookfield | Canada |
| Ngee Huat Seek, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Singapore |
|---|---|---|---|
| Diana L. Taylor, Director | c/o Bloomberg Philanthropies, 25 East 78th Street, New York, N.Y. 10075 | Corporate Director | U.S.A and Canada |
| Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield | Canada |
| Janice Fukakusa, Director | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada |
| Sachin Shah, Managing Partner, Chief Investment Officer | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Investment Officer of Brookfield | Canada |
| Howard S. Marks, Director | c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 | Co-Chairman, Oaktree Capital Management | U.S.A |
| Nicholas H. Goodman, Managing Partner and Chief Financial Officer | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner and Chief Financial Officer of Brookfield | Canada |
| Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Alternative Investments of Brookfield | Canada |
| Lori Pearson, Managing Partner and Chief Operating Officer | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner and Chief Operating Officer of Brookfield | Canada |
| Connor Teskey, Managing Partner, Chief Executive Officer Renewable Power | One Canada Square, Level 25 Canary Wharf London E14 5AA, U.K. | Managing Partner, Chief Executive Officer, Renewable Power of Brookfield | Canada |
| Hutham S. Olayan, Director | 505 Park Avenue, New York, NY 10022, U.S.A. | Chairman of The Olayan Group | U.S.A. and Saudi Arabia |
SCHEDULE II
BAM Class B Partners Inc., as trustee of BAM Partners Trust
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Jack L. Cockwell, Director and Vice President | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Chairman of Brookfield Partners Foundation | Canada |
| J. Bruce Flatt, Director and Vice President | One Canada Square, Level 25, Canary Wharf, London E14 5AA U.K. | Managing Partner and Chief Executive Officer of Brookfield | Canada |
| Brian D. Lawson, Director and President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair of Brookfield | Canada |
|---|---|---|---|
| Katayoon Sarpash, Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President of Brookfield | Canada |
SCHEDULE III
Brookfield Holdings Canada Inc.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Aleks Novakovic, Director, | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Tax of Brookfield | Canada |
| Karly Dyck Director | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice-President, Finance, Renewable of Brookfield | Canada |
| Thomas Douglas Corbett, Director | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Director, Finance of Brookfield | Canada |
| Katayoon Sarpash, Director, Vice President and Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice-President, Legal & Regulatory of Brookfield | Canada |
| Cam Ha, President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice-President, Tax of Brookfield | Canada |
| Bowen Li, Vice-President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Director, Finance of Brookfield | Canada |
| Tim Wang, Vice-President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Director, Capital Markets & Treasury of Brookfield | Canada |
SCHEDULE IV
Brookfield US Holdings Inc.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Aleks Novakovic, Director, | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Tax of Brookfield | Canada |
| Karly Dyck Director | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice-President, Finance, Renewable of Brookfield | Canada |
| Thomas Douglas Corbett, Director | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Director, Finance of Brookfield | Canada |
| Katayoon Sarpash, Director, Vice President and Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice-President, Legal & Regulatory of Brookfield | Canada |
|---|---|---|---|
| Cam Ha, President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice-President, Tax of Brookfield | Canada |
| Bowen Li, Vice-President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Director, Finance of Brookfield | Canada |
| Tim Wang, Vice-President | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Director, Capital Markets & Treasury of Brookfield | Canada |
SCHEDULE V
Brookfield US Inc.
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Barry Blattman, Director | Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023 | Vice-Chairman of Brookfield | U.S.A |
| Karly Dyck Director | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice-President, Finance, Renewable of Brookfield | Canada |
| Jordan Kolar, Director | Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023 | Managing Director, Tax, Brookfield | U.S.A. |
| Mark Srulowitz Director, President | Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023 | Managing Partner, Private Funds, Brookfield | U.S.A. |
| Josh Zinn, Director | Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023 | Senior Vice President, Capital Markets & Treasury Brookfield | Australia |
| Connor Teskey, Director | One Canada Square, Level 25 Canary Wharf London E14 5AA, U.K. | Managing Partner, Chief Executive Officer Renewable Power of Brookfield | Canada |
| Katayoon Sarpash, Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice-President, Legal & Regulatory of Brookfield | Canada |
| Justin Nye, Vice President | Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023 | Vice-President, Tax, Brookfield | U.S.A |
| Peter Geraigiry, Vice-President | Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023 | Vice-President, Capital Markets & Treasury, Brookfield | U.S.A. |
SCHEDULE VI
BUSC Finance LLC
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Mark Srulowitz, Manager and President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner, Private Funds, Brookfield | U.S.A. |
| Jordan Kolar, Manager | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director, Tax, Brookfield | U.S.A. |
| Josh Zinn, Manager | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President, Brookfield | Australia |
| Karly Dyck, Manager | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice-President, Finance, Renewable of Brookfield | Canada |
| Katayoon Sarpash, Secretary | 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice-President, Legal & Regulatory of Brookfield | Canada |
| Justin Nye, Vice President | Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023 | Vice-President, Tax, Brookfield | U.S.A |
| Peter Geraigiry, Vice-President | Brookfield Place 250 Vesey Street, 15th Floor New York, NY, 10281-1023 | Vice-President, Capital Markets & Treasury, Brookfield | U.S.A. |
SCHEDULE VII
Brookfield Property Master Holdings 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 | 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 Partner and Assistant Treasurer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | 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, Managing Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | U.S.A |
| Brian Hurowitz, Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Bryan Smith, Managing Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | U.S.A |
| Jonathan Kramer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | |
| 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 |
| Hideki Aoki Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | Japan |
| Sallie Chu Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Polina Kushelev Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Herbert Li Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| P. Scott Selig Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| James Zysopoulos Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A. |
SCHEDULE VIII
Brookfield Property Group LLC
| Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship |
|---|---|---|---|
| Brian W. Kingston, Director and Chief Executive Officer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | 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 Partner and Assistant Treasurer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | Brazil |
| Brett Fox, Director 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 Managing Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | U.S.A |
| Brian Hurowitz, Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
| Bryan Smith, Managing Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | 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 |
| Jonathan Kramer, Managing Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | U.S.A. |
| Hideki Aoki Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | Japan |
| Sallie Chu Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Polina Kushelev Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Herbert Li Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
|---|---|---|---|
| P. Scott Selig Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| James Zysopoulos Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A. |
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 | 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 | Managing Partner | U.S.A |
| Cristiano Machado, Managing Partner and Assistant Treasurer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | 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, Managing Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | 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 |
| Carolyn Bidwell, Managing Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | U.S.A |
| Hideki Aoki Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | Japan |
|---|---|---|---|
| Sallie Chu Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Polina Kushelev Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Herbert Li Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| P. Scott Selig Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| James Zysopoulos Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A. |
| Richard Shih | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Isaac MacDonald | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
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 | 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 Partner and Assistant Treasurer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | 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, Managing Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | 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 |
| Hideki Aoki Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | Japan |
| Sallie Chu Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Polina Kushelev Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Herbert Li Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| P. Scott Selig Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| James Zysopoulos Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A. |
| Richard Shih Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Isaac MacDonald Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
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 | 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 | Managing Partner | U.S.A |
| Cristiano Machado, Managing Partner and Assistant Treasurer | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Partner | 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 BidwellManaging Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | U.S.A |
| Bryan Smith, Managing Director | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Managing Director | 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 |
| Hideki Aoki Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | Japan |
| Sallie Chu Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Polina Kushelev Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Herbert Li Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| P. Scott Selig Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| James Zysopoulos Senior Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A. |
| Richard Shih Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
| Isaac MacDonald Vice President | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Vice President | U.S.A. |
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
(incorporated by reference to Exhibit 13 of the Issuer’s Schedule 13D/A filed on February 28, 2019 (Commission File No. 005-89944)). |
| Exhibit 14 | Seventeenth Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of December 24, 2020 (incorporated by reference to Exhibit
4.2 of the Issuer’s Current Report on Form 8-K filed on December 28, 2020 (Commission File No. 000-55394)). |
| Exhibit 15 | Nineteenth Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of March 30, 2021 (incorporated by reference to Exhibit
10.87 of the Issuer’s annual report for the fiscal year ending December 31, 2020 on Form 10-K filed on March 30, 2021 (Commission File No. 000-55394)). |
| Exhibit 16 | Twenty-First Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of May 1, 2021 (incorporated by reference to Exhibit 4.2
of the Issuer’s Current Report on Form 8-K filed on May 3, 2021 (Commission File No. 000-55394)). |
| Exhibit 17 | Twenty-Second Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of May 14, 2021 (incorporated by reference to Exhibit
10.10 of the Issuer’s Quarterly Report for the quarter ending March 31, 2021 on Form 10-Q filed on May 14, 2021 (Commission File No. 000-55394)). |