MFA FINANCIAL, INC.

Major Shareholding Notification • Jan 11, 2023

SC 13D/A 1 tm233113d1_sc13da.htm SC 13D/A

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)* ___

MFA FINANCIAL, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

55272X102

(CUSIP Number)

Ellis F. Rinaldi, Esq. Senior Managing Director and Co-General Counsel Starwood Capital Group Global II, L.P. 591 West Putnam Avenue Greenwich, CT 06830 (203) 422-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 9, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Rule 13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment contain 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).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1; Options: NewSection; Value: 2

CUSIP NO. 55272X102 Page 2

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | SAR
Public Holdings II, L.L.C. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 2; Value: 2

CUSIP NO. 55272X102 Page 3

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | SOF-XI
U.S. Private SAR Holdings, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 3; Value: 2

CUSIP NO. 55272X102 Page 4

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | SOF-XI
U.S. Institutional SAR Holdings, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 4; Value: 2

CUSIP NO. 55272X102 Page 5

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
XI Management Holdings GP, L.L.C. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 5; Value: 2

CUSIP NO. 55272X102 Page 6

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
XI Management, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 6; Value: 2

CUSIP NO. 55272X102 Page 7

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
XI Management GP, L.L.C. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 7; Value: 2

CUSIP NO. 55272X102 Page 8

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | SSF
U.S. Investco C, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 8; Value: 2

CUSIP NO. 55272X102 Page 9

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
SSF U.S. Holdco C GP, L.L.C. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 9; Value: 2

CUSIP NO. 55272X102 Page 10

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
Distressed Special Situations Co-Invest C, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 10; Value: 2

CUSIP NO. 55272X102 Page 11

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | SSF
U.S. Investco K, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 11; Value: 2

CUSIP NO. 55272X102 Page 12

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
SSF U.S. Holdco K GP, L.L.C. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 12; Value: 2

CUSIP NO. 55272X102 Page 13

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
Distressed Special Situations Co-Invest K, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 13; Value: 2

CUSIP NO. 55272X102 Page 14

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | SSF
U.S. Investco S, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 14; Value: 2

CUSIP NO. 55272X102 Page 15

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
SSF U.S. Holdco S GP, L.L.C. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 15; Value: 2

CUSIP NO. 55272X102 Page 16

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
Distressed Special Situations Co-Invest S, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 16; Value: 2

CUSIP NO. 55272X102 Page 17

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | SSF
U.S. Investco, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 17; Value: 2

CUSIP NO. 55272X102 Page 18

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | SSF
U.S. Holdco GP, L.L.C. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 18; Value: 2

CUSIP NO. 55272X102 Page 19

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
Distressed Special Situations Co-Invest, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 19; Value: 2

CUSIP NO. 55272X102 Page 20

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
Distressed Special Situations Co-Invest GP, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 20; Value: 2

CUSIP NO. 55272X102 Page 21

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
SSF GP, L.L.C. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 21; Value: 2

CUSIP NO. 55272X102 Page 22

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
Capital Group Global II, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | PN | |

Field: Page; Sequence: 22; Value: 2

CUSIP NO. 55272X102 Page 23

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | SCGG
II GP, L.L.C. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 23; Value: 2

CUSIP NO. 55272X102 Page 24

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Starwood
Capital Group Holdings GP, L.L.C. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 24; Value: 2

CUSIP NO. 55272X102 Page 25

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | BSS
SCG GP Holdings, LLC | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | OO | |

Field: Page; Sequence: 25; Value: 2

CUSIP NO. 55272X102 Page 26

Field: /Page

| 1 | NAME
OF REPORTING PERSONS | |
| --- | --- | --- |
| | Barry
S. Sternlicht | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| | (a) ¨ (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| | OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| | ¨ | |
| 6 | CITIZENSHIP
OR PLACE OR ORGANIZATION | |
| | United
States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER |
| | | 0 |
| | 8 | SHARED
VOTING POWER |
| | | 0 |
| | 9 | SOLE
DISPOSITIVE POWER |
| | | 0 |
| | 10 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |
| | 0 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | ¨ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0% | |
| 14 | TYPE
OF REPORTING PERSON | |
| | IN | |

Field: Page; Sequence: 26; Options: NewSection; Value: 27

Page Field: Sequence; Type: Arabic; Name: PageNo 27 Field: /Sequence

Field: /Page

This Amendment No. 2 (“ Amendment No. 2 ”) to Schedule 13D relates to the common stock, par value $0.001 (the “ Common Stock ”) of MFA Financial, Inc., a Maryland corporation (the “ Issuer ”), and amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission on September 8, 2020 as amended by Amendment No. 1 thereto filed with the SEC on February 7, 2022 (the “ Original Schedule 13D ”, and together with this Amendment No. 2, the “ Schedule 13D ”). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D.

As set forth below, as a result of the transactions described herein, on January 9, 2023 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 5. Interest in Securities of the Issuer

Item 5(a-c) and (e) of the Original Schedule 13D is hereby amended and restated as follows:

(a,b) As a result of the Sales, the Reporting Persons no longer beneficially own any shares of Common Stock or have any voting power or dispositive power over any shares of Common Stock.

(c) On January 6, 2023, the Reporting Person sold 450,000 shares of Common Stock for a sale price of 10.4957 per share, and on January 9, 2023, the Reporting Persons sold the remaining 10,188,539 shares of Common Stock held by the Reporting Persons for a sale price of $10.0733 per share (together, the “ Sales ”). As a result of the Sales, the Reporting Persons no longer beneficially own any shares of Common Stock or have any voting power or dispositive power over any shares of Common Stock. Other than the Sales, the Reporting Persons have not affected any transaction in the Common Stock of the Issuer during the past 60 days.

(e) The Reporting Persons have ceased to be the beneficial owner of more than five percent (5%) of the Common Stock, effective as of January 9, 2023. The filing of this Amendment constitutes an exit filing for the Reporting Persons.

Field: Page; Sequence: 27; Value: 27

Page Field: Sequence; Type: Arabic; Name: PageNo 28 Field: /Sequence

Field: /Page

SIGNATURES

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

Dated: January 11, 2023

| SAR PUBLIC HOLDINGS II, L.L.C. — By: | SOF-XI U.S. Private SAR Holdings, L.P. and SOF-XI U.S. Institutional SAR Holdings, L.P., its
Co-Managing Members | |
| --- | --- | --- |
| By: | Starwood XI Management Holdings GP, L.L.C., its General Partner | |
| By: | Starwood XI Management, L.P., its Sole Member | |
| By: | Starwood XI Management GP, L.L.C., its General Partner | |
| By: | Starwood Capital Group Global II, L.P., its Sole Member | |
| By: | SCGG II GP, L.L.C., its General Partner | |
| By: | Starwood Capital Group Holdings GP, L.L.C., its Sole Member | |
| By: | /s/ Ellis Rinaldi | |
| | Name: | Ellis Rinaldi |
| | Title: | Authorized Signatory |
| SOF-XI U.S. PRIVATE SAR HOLDINGS, L.P. | | |
| By: | Starwood XI Management Holdings GP, L.L.C., its General Partner | |
| By: | Starwood XI Management, L.P., its Sole Member | |
| By: | Starwood XI Management GP, L.L.C., its General Partner | |
| By: | Starwood Capital Group Global II, L.P., its Sole Member | |
| By: | SCGG II GP, L.L.C., its General Partner | |
| By: | Starwood Capital Group Holdings GP, L.L.C., its Sole Member | |
| By: | /s/ Ellis Rinaldi | |
| | Name: | Ellis Rinaldi |
| | Title: | Authorized Signatory |

SOF-XI U.S. INSTITUTIONAL SAR HOLDINGS, L.P. — By:	Starwood XI Management Holdings GP, L.L.C., its General Partner
By:	Starwood XI Management, L.P., its Sole Member
By:	Starwood XI Management GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

Field: Page; Sequence: 28; Value: 27

Page Field: Sequence; Type: Arabic; Name: PageNo 29 Field: /Sequence

Field: /Page

STARWOOD XI MANAGEMENT HOLDINGS GP, L.L.C. — By:	Starwood XI Management, L.P., its Sole Member
By:	Starwood XI Management GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory
STARWOOD XI MANAGEMENT, L.P.
By:	Starwood XI Management GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

STARWOOD XI MANAGEMENT GP, L.L.C. — By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

Field: Page; Sequence: 29; Value: 27

Page Field: Sequence; Type: Arabic; Name: PageNo 30 Field: /Sequence

Field: /Page

SSF U.S. INVESTCO C, L.P. — By:	Starwood SSF U.S. Holdco C GP, L.L.C., its General Partner
By:	Starwood Distressed Special Situations Co-Invest C, L.P., its Sole Member
By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory
STARWOOD SSF U.S. HOLDCO C GP, L.L.C.
By:	Starwood Distressed Special Situations Co-Invest C, L.P., its Sole Member
By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

STARWOOD DISTRESSED SPECIAL SITUATIONS CO-INVEST C, L.P. — By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

Field: Page; Sequence: 30; Value: 27

Page Field: Sequence; Type: Arabic; Name: PageNo 31 Field: /Sequence

Field: /Page

SSF U.S. INVESTCO K, L.P. — By:	Starwood SSF U.S. Holdco K GP, L.L.C., its General Partner
By:	Starwood Distressed Special Situations Co-Invest K, L.P., its Sole Member
By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory
STARWOOD SSF U.S. HOLDCO K GP, L.L.C.
By:	Starwood Distressed Special Situations Co-Invest K, L.P., its Sole Member
By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

STARWOOD DISTRESSED SPECIAL SITUATIONS CO-INVEST K, L.P. — By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

Field: Page; Sequence: 31; Value: 27

Page Field: Sequence; Type: Arabic; Name: PageNo 32 Field: /Sequence

Field: /Page

SSF U.S. INVESTCO S, L.P. — By:	Starwood SSF U.S. Holdco S GP, L.L.C., its General Partner
By:	Starwood Distressed Special Situations Co-Invest S, L.P., its Sole Member
By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory
STARWOOD SSF U.S. HOLDCO S GP, L.L.C.
By:	Starwood Distressed Special Situations Co-Invest S, L.P., its Sole Member
By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

STARWOOD DISTRESSED SPECIAL SITUATIONS CO-INVEST S, L.P. — By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

Field: Page; Sequence: 32; Value: 27

Page Field: Sequence; Type: Arabic; Name: PageNo 33 Field: /Sequence

Field: /Page

SSF U.S. INVESTCO, L.P. — By:	SSF U.S. Holdco GP, L.L.C., its General Partner
By:	Starwood Distressed Special Situations Co-Invest, L.P., its Sole Member
By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory
SSF U.S. HOLDCO GP, L.L.C.
By:	Starwood Distressed Special Situations Co-Invest, L.P., its Sole Member
By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

STARWOOD DISTRESSED SPECIAL SITUATIONS CO-INVEST, L.P. — By:	Starwood Distressed Special Situations Co-Invest GP, L.P., its General Partner
By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

Field: Page; Sequence: 33; Value: 27

Page Field: Sequence; Type: Arabic; Name: PageNo 34 Field: /Sequence

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STARWOOD DISTRESSED SPECIAL SITUATIONS CO-INVEST GP, L.P. — By:	Starwood SSF GP, L.L.C., its General Partner
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory
STARWOOD SSF GP, L.L.C.
By:	Starwood Capital Group Global II, L.P., its Sole Member
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory
STARWOOD CAPITAL GROUP GLOBAL II, L.P.
By:	SCGG II GP, L.L.C., its General Partner
By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

SCGG II GP, L.L.C. — By:	Starwood Capital Group Holdings GP, L.L.C., its Sole Member
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory
STARWOOD CAPITAL GROUP HOLDINGS GP, L.L.C.
By:	/s/ Ellis Rinaldi
	Name:	Ellis Rinaldi
	Title:	Authorized Signatory

Field: Page; Sequence: 34; Value: 27

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/s/ Barry S. Sternlicht
Name:	Barry S. Sternlicht
Title:	Authorized Signatory

/s/ Barry S. Sternlicht
Name:	Barry S. Sternlicht

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