Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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. 4)*
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
December 31, 2019
|
(Date of Event which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 34 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 34 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
|
|
|
||
27,946,597.48* |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
** The calculation is based on 67,072,154.48 shares of Common Stock (as defined herein) outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares (as
defined below) granted to BSREP II Board (as defined below), 10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer (as defined below) as described below in Item 5), based on
information received from the Issuer, and (ii) 27,920,953.48 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 34 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Partners Limited
|
|
|
|||
|
|
||||
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
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 67,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares granted to BSREP II Board,
10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 27,920,953.48 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 34 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
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 67,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares granted to BSREP II Board,
10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 27,920,953.48 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 34 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
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
** The calculation is based on 67,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares granted to BSREP II Board,
10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 27,920,953.48 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 34 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
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 67,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares granted to BSREP II Board,
10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 27,920,953.48 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 34 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
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 67,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares granted to BSREP II Board,
10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 27,920,953.48 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 34 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
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 67,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares granted to BSREP II Board,
10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 27,920,953.48 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 34 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
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%** |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 6
7,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares granted to BSREP II Board,
10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 27,920,953.48 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 34 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
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 67,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares granted to BSREP II Board,
10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 27,920,953.48 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 34 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
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 67,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares granted to BSREP II Board,
10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 27,920,953.48 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 34 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
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
27,946,597.48*
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.67%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 67,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which includes the 25,644 Restricted Shares granted to BSREP II Board,
10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), based on information received from the Issuer, and (ii) 27,920,953.48 shares of Common
Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
Schedule 13D/A
This Amendment No. 4 (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”) (the Original 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, collectively, the “Amended Schedule 13D”), with respect to the
Common Stock. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Amended Schedule 13D. Capitalized terms used in this Amendment and not otherwise defined shall have the same
meanings ascribed to them in the Amended Schedule 13D.
The Reporting Persons are filing this amendment to reflect their new percentage of beneficial ownership of the Issuer, which has increased as a result of (i) the issuance by the Issuer to the Brookfield Investor of 215,378.75 Class C Units on
March 29, 2019, 339,747.46 Class C Units on June 28, 2019, 347,822.16 Class C Units on September 30, 2019 and 352,266.56 Class C Units on December 31, 2019 as payments-in-kind for the quarterly distributions declared on Class C Units pursuant to the
A&R LPA and (ii) the grant by the Issuer to BSREP II Hospitality II Board LLC, a wholly-owned subsidiary of the Brookfield Investor, of 10,858 shares of Common Stock on July 1, 2019, subject to forfeiture in respect of Lowell G. Baron’s and Bruce
G. Wiles’ service as directors of the Issuer.
Item 2.
|
Identity and Background
|
This Amendment amends and restates the entirety of Item 2 of the Amended Schedule 13D as set forth below.
a. |
This 13D is being filed by each of the following persons (each, a “Reporting Person”, and, collectively, the “Reporting Persons”):
|
i. |
Brookfield Asset Management Inc. (“BAM”), a corporation formed under the laws of the Province of Ontario;
|
ii. |
Partners Limited (“Partners Limited”), a corporation formed under the laws of the Province of Ontario that holds 867,495 class A limited voting shares of BAM, representing approximately 0.1% of such shares, and 85,120 class B limited
voting shares of BAM, representing 100% of such shares;
|
iii. |
Brookfield Holdings Canada Inc. (“BHC”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BAM;
|
iv. |
Brookfield US Holdings Inc. (“BUSHI”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BHC;
|
v. |
Brookfield US Inc. (“BUSI”), a Delaware corporation and a wholly-owned subsidiary of BUSHI. On or about January 3, 2019, pursuant to an internal reorganization, Brookfield US Corporation, a Delaware corporation, merged with and into
Brookfield Special Opportunities Inc. (“BSO”), with BSO surviving the merger as a wholly-owned subsidiary of BUSHI and the direct parent company of BUSC Finance (as defined below). BSO subsequently changed its name to Brookfield US Inc.
(“BUSI”);
|
vi. |
BUSC Finance LLC (“BUSC Finance”), a Delaware limited liability company and a wholly-owned subsidiary of BUSI;
|
vii. |
Brookfield Property Master Holdings LLC (“BPMH”), a Delaware limited liability company and a wholly-owned subsidiary of BUSC Finance;
|
viii. |
Brookfield Property Group LLC (“BPG”), a Delaware limited liability company. BPMH holds 19,969,927.43 class A common shares of BPG, representing approximately 99% voting interest of shares of BPG, and BUSC Finance holds 40,000,000
preferred shares of BPG, representing approximately 1% of voting interest of shares of BPG;
|
Page 13 of 34
ix. |
Brookfield Strategic Real Estate Partners II GP OF GP LLC (“Ultimate GP”), a Delaware limited liability company, a wholly-owned subsidiary of BPG and the general partner of BSREP II GP (as defined below);
|
x. |
Brookfield Strategic Real Estate Partners II GP L.P. (“BSREP II GP”), a Delaware limited partnership and the sole manager of the Brookfield Investor (as defined below); and
|
xi. |
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the “Brookfield Investor”), a Delaware limited liability company and owner of 100% of the outstanding Class C Units of the OP (as defined below).
|
Schedule I with respect to BAM, Schedule II with respect to Partners Limited, Schedule III with respect to BHC, Schedule IV with respect to BUSHI, Schedule V with respect to BUSI, Schedule VI with respect to BUSC
Finance, Schedule VII with respect to BPMH, Schedule VIII with respect to BPG, Schedule IX with respect to Ultimate GP, Schedule
X with respect to BSREP II GP, and Schedule XI with respect to the Brookfield Investor set forth lists of all of the
directors and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each such Reporting Person.
b. |
The principal business address of each of BAM, Partners Limited, BHC and BUSHI is 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. The principal address of each of BUSI, BUSC Finance, BPMH, BPG, Ultimate GP, BSREP II GP and
the Brookfield Investor is Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023.
|
Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X and Schedule XI set forth the principal business address of each Scheduled Person.
c. |
The principal business of BAM is to own and operate assets with a focus on property, renewable power, infrastructure and private equity. The principal business of each of Partners Limited, BHC, BUSI, BUSC Finance, BPMH, BPG and BUSHI
is to serve as a holding company. The principal business of each of Ultimate GP and BSREP II GP is to serve as general partner or manager, as applicable, for a variety of certain private investment vehicles, including the Brookfield
Investor. The principal business of the Brookfield Investor is to serve as a special purpose entity for the purpose of making certain investments, including investments in the Company.
|
Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X and Schedule XI set forth the principal occupation or employment of each Scheduled Person.
d. |
During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Scheduled Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
e. |
Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X and Schedule XI set forth the citizenships of each of the Scheduled Persons who is a natural person.
|
Page 14 of 34
Item 4. |
Purpose of Transaction
|
Item 4 of the Amended Schedule 13D is amended by adding the following paragraphs beneath the eleventh paragraph under the subheading “Distributions” under the subheading “Terms of the Class C Units”:
On March 29, 2019, the Brookfield Investor received 215,378.75 Class C Units as a payment-in-kind dividend on 26,665,738.56 Class C Units (adjusted by .01 unit due to rounding) owned by the Brookfield Investor at the
time of the dividend payment date in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo. As a result of the foregoing transactions, the Brookfield Investor owned 26,881,117.31Class C Units (adjusted by
.01 unit due to rounding) on March 29, 2019.
On June 28, 2019, the Brookfield Investor received 339,747.46 Class C Units as a payment-in-kind dividend on 26,881,117.31 Class C Units (adjusted by .01 unit due to rounding) owned by the Brookfield Investor at the time
of the dividend payment date in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo. As a result of the foregoing transactions, the Brookfield Investor owned 27,220,864.81 Class C Units (adjusted by .01
unit due to rounding) on June 28, 2019.
On September 30, 2019, the Brookfield Investor received 347,822.16 Class C Units as a payment-in-kind dividend on 27,220,864.81 Class C Units (adjusted by .01 unit due to rounding) owned by the Brookfield Investor at the
time of the dividend payment date in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo. As a result of the foregoing transactions, the Brookfield Investor owned 27,568,686.97 Class C Units (adjusted by
.01 unit due to rounding) on September 30, 2019.
On December 31, 2019, the Brookfield Investor received 352,266.56 Class C Units as a payment-in-kind dividend on 27,568,686.97 Class C Units (adjusted by .01 unit due to rounding) owned by the Brookfield Investor at the
time of the dividend payment date in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo. As a result of the foregoing transactions, the Brookfield Investor owned 27,920,953.48 Class C Units (adjusted by
.01 unit due to rounding) on December 31, 2019.
Item 4 of the Amended Schedule 13D is amended by adding the following paragraphs beneath the seventh paragraph under the subheading “Directors”:
On July 1, 2019, the Issuer granted BSREP II Board 10,858 Restricted Shares subject to forfeiture in respect of Mr. Baron's and Mr. Wiles's service as directors of the Issuer. Such Restricted Shares vest on the earliest
of (i) the date of the annual meeting of the Board in 2020; (ii) July 1, 2020; and (iii) a Change in Control, as such term is defined in the Amended and Restated Employee and Director Incentive Restricted Share Plan of the Issuer, provided that, as
of each such date, BSREP II Board or its affiliate retains the right to appoint designees to the Board. The Brookfield Investor owns such 10,858 Restricted Shares through its wholly-owned subsidiary BSREP II Board. As a result of the foregoing
transaction, BSREP II owns 25,644 Restricted Shares, 10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer, through BSREP II Board.
Item 5. |
Interest in Securities of the Issuer
|
This Amendment amends and restates the entirety of Item 5 of the Amended Schedule 13D as set forth below.
(a), (b) The following sentences assume that there is a total of 67,072,154.48 shares of Common Stock outstanding, which includes (i) the 39,151,201 shares of Common Stock outstanding as of November 1, 2019 (which
includes the 25,644 Restricted Shares granted to BSREP II Board, 10,858 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer), based on information received from the Issuer, and
(ii) 27,920,953.48 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.
The Brookfield Investor directly holds 27,920,953.48 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 25,644 Restricted Shares through its wholly-owned subsidiary BSREP II Board. Accordingly, the Brookfield Investor may be deemed to beneficially own 27,946,597.48 shares of Common Stock as of the date hereof, which constitutes 41.67% of the
outstanding Common Stock.
Page 15 of 34
As sole manager of the Brookfield Investor, BSREP II GP may be deemed to beneficially own all 27,920,953.48 Class C Units and 25,644 Restricted Shares as described above owned by the Brookfield Investor. As direct and
indirect controlling persons of BSREP II GP, each of BAM, Partners Limited, BHC, BUSHI, BUSI, BUSC Finance, BPMH, BPG and Ultimate GP may be deemed to share with BSREP II GP beneficial ownership of such shares of Common Stock underlying such Class C
Units and such Restricted Shares.
None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock.
(c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction
in the Common Stock during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the
securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not Applicable.
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: January 3, 2020
BROOKFIELD ASSET MANAGEMENT INC.
|
||
By:
|
/s/ Justin Beber
|
Name:
|
Justin Beber
|
|
Title:
|
Chief Legal Officer and Corporate Secretary
|
PARTNERS LIMITED
|
||
By:
|
/s/ Brian Lawson
|
Name:
|
Brian Lawson
|
|
Title:
|
President
|
BROOKFIELD HOLDINGS CANADA INC.
|
||
By:
|
/s/ Katayoon Sarpash
|
Name:
|
Katayoon Sarpash
|
|
Title:
|
Vice President and Secretary
|
Page 16 of 34
BROOKFIELD US HOLDINGS INC.
|
||
By:
|
/s/ Katayoon Sarpash
|
Name:
|
Katayoon Sarpash
|
|
Title:
|
Vice President and Secretary
|
BROOKFIELD US INC.
|
||
By:
|
/s/ Josh Zinn
|
Name:
|
Josh Zinn
|
|
Title:
|
Vice President
|
BUSC FINANCE LLC
|
||
By:
|
/s/ Josh Zinn
|
Name:
|
Josh Zinn
|
|
Title:
|
Vice President
|
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
|
Page 17 of 34
BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP L.P.
|
||
By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC, its general partner
|
||
By:
|
/s/ Melissa Lang
|
Name:
|
Melissa Lang
|
|
Title:
|
Senior Vice President and Secretary
|
BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC
|
||
By:
|
/s/ Melissa Lang
|
Name:
|
Melissa Lang
|
|
Title:
|
Senior Vice President and Secretary
|
Page 18 of 34
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 of BAM and Former President and Chief Executive Officer of General Electric Canada Company Inc.
|
Canada and U.S.A.
|
||||
Jeffrey M. Blidner, Director and Vice Chairman
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chairman of BAM
|
Canada
|
||||
Angela F. Braly, Director
|
832 Alverna Drive, Indianapolis, Indiana 46260
|
Corporate Director
|
U.S.A.
|
||||
Jack L. Cockwell, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Corporate Director
|
Canada
|
||||
Marcel R. Coutu, Director
|
Suite 1210, 225 – 6th Ave. S.W., Calgary, Alberta T2P 1N2
|
Corporate Director
|
Canada
|
||||
Maureen Kempston Drakes, Director
|
10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada
|
Corporate Director of BAM and former President, Latin America, Africa and Middle East of General Motors Corporation
|
Canada
|
||||
J. Bruce Flatt, Director and Chief Executive Officer
|
One Canada Square, Level 25, Canary Wharf, London E14 5AA U.K.
|
Chief Executive Officer of BAM
|
Canada
|
||||
Brian W. Kingston, Managing Partner
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Managing Partner of BAM
|
Canada
|
||||
Brian D. Lawson, 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 BAM
|
Canada
|
||||
Murilo Ferreira, Director
|
Rua General Venãncio Flores, 50 Cob 01, Leblon, Rio de Janeiro
|
Former CEO of Vale SA
|
Brazil
|
||||
Rafael Miranda, Director
|
C/ Principe de Viana 9, Madrid, Spain
|
Former CEO of Endesa, S.A. and Chair of Acerinox
|
Spain
|
Cyrus Madon, Managing Partner
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of BAM
|
Canada
|
Page 19 of 34
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
Frank J. McKenna, Director
|
TD Bank Group, P.O. Box 1, TD Centre,
66 Wellington St. West,
4th Floor, TD Tower,
Toronto, Ontario
M5K 1A2, Canada
|
Chair of BAM and Deputy Chair of TD Bank Group
|
Canada
|
||||
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
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of BAM
|
Canada
|
||||
Ngee Huat Seek, Director
|
501 Orchard Road
#08—01 Wheelock Place
Singapore 238880
|
Chairman of GLP IM Holdings Limited
|
Singapore
|
||||
Diana L. Taylor, Director
|
c/o Bloomberg Philanthropies, 25 East 78th Street, New York, N.Y. 10075
|
Former Vice Chair of Solera Capital LLC
|
U.S.A and Canada
|
||||
Justin Beber, Managing Partner, Head of Corporate Strategy Chief Legal Officer
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Head of Corporate Strategy Chief Legal Officer
|
Canada
|
||||
Timothy R. Price
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Corporate Director
|
Canada
|
||||
Sachin Shah, Managing Partner
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of BAM
|
Canada
|
Page 20 of 34
SCHEDULE II
Partners Limited
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Jack L. Cockwell, Director and Chairman
|
51 Yonge Street,
Suite 400
Toronto, Ontario M5E 1J1, Canada
|
Corporate Director
|
Canada
|
||||
Brian D. Lawson, Director and President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Managing Partner and Chief Financial Officer of BAM
|
Canada
|
||||
Timothy R. Price, Director
|
51 Yonge Street,
Suite 400
Toronto, Ontario M5E 1J1, Canada
|
Chairman, Brookfield Funds
|
Canada
|
||||
Loretta Corso, Secretary
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Administrator – Corporate Secretary of BAM
|
Canada
|
||||
Brian W. Kingston
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Managing Partner of BAM
|
Canada
|
||||
Cyrus Madon
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of BAM
|
Canada
|
||||
Samuel J.B. Pollock
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of BAM
|
Canada
|
||||
Sachin Shah, Managing Partner
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner of BAM
|
Canada
|
Page 21 of 34
SCHEDULE III
Brookfield Holdings Canada Inc.
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Aleks Novakovic, Director, Vice President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, BAM
|
Canada
|
||||
Karly Dyck
Director, Vice President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice President, Finance, BAM
|
Canada
|
||||
Thomas Douglas Corbett, Director, President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Director, Finance, BAM
|
Canada
|
||||
Katayoon Sarpash, Director, Vice President and Secretary
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice President, BAM
|
Canada
|
||||
Cam Ha, Vice President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice President, Tax, BAM
|
Canada
|
||||
Aaron Kline, Vice President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Director, BAM
|
Canada
|
Page 22 of 34
SCHEDULE IV
Brookfield US Holdings Inc.
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Aleks Novakovic, Director, Vice President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, BAM
|
Canada
|
||||
Karly Dyck
Director, Vice President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice President, Finance, BAM
|
Canada
|
||||
Thomas Douglas Corbett, Director, President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Director, Finance, BAM
|
Canada
|
||||
Katayoon Sarpash, Director, Vice President and Secretary
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice President, BAM
|
Canada
|
||||
Cam Ha, Vice President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice President, Tax, BAM
|
Canada
|
||||
Aaron Kline, Vice President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Director, BAM
|
Canada
|
Page 23 of 34
SCHEDULE V
Brookfield US Inc.
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Barry Blattman, Director, Vice President
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Vice-Chairman, BAM
|
U.S.A
|
||||
Karly Dyck
Director, Secretary
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice President, Finance, BAM
|
Canada
|
||||
Jordan Kolar
Director, Vice President
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Managing Director, Tax, BAM
|
U.S.A.
|
||||
Mark Srulowitz
Director, President
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Managing Partner,
BAM
|
U.S.A.
|
||||
Josh Zinn
Director, Vice President
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Senior Vice President,
BAM
|
Australia
|
||||
Connor Teskey
Director
|
One Canada Square, Level 25 Canary Wharf
London E14 5AA, U.K.
|
Managing Partner,
BAM
|
Canada
|
Page 24 of 34
SCHEDULE VI
BUSC Finance LLC
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Mark Srulowitz, President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner, BAM
|
U.S.A.
|
||||
Jordan Kolar, Manager and Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director, Tax, BAM
|
U.S.A.
|
||||
Josh Zinn, Manager and Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President, BAM
|
Australia
|
||||
Karly Dyck, Manager and Secretary
|
< /td> |
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice President, Finance, BAM
|
Canada
|
Page 25 of 34
SCHEDULE VII
Brookfield Property Master Holdings LLC
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Richard Clark, Chairman
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
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 Director and Assistant Treasurer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
Brazil
|
||||
Brett Fox, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Murray Goldfarb, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
David J. Stalter, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Carolyn Bidwell, Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
Page 26 of 34
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, Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Melissa Lang, Senior Vice President and Secretary
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
Page 27 of 34
SCHEDULE VIII
Brookfield Property Group LLC
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment |
Citizenship
|
||||
Richard Clark, Chairman
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
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 Director and Assistant Treasurer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
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
|
Page 28 of 34
Carolyn Bidwell, Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
Brian Hurowitz, Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Bryan Smith, Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Melissa Lang, Senior Vice President and Secretary
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
<
/tr>
||||
Jonathan Kramer, Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A.
|
Page 29 of 34
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 Director and Assistant Treasurer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
Brazil
|
||||
Brett Fox, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Murray Goldfarb, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Mark Srulowitz, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
David J. Stalter, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Bryan Smith, Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Melissa Lang, Senior Vice President and Secretary | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
Page 30 of 34
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 Director and Assistant Treasurer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
Brazil
|
||||
Brett Fox, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Murray Goldfarb, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Mark Srulowitz, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
David J. Stalter, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Bryan Smith, Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Melissa Lang, Senior Vice President and Secretary | Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023 | Senior Vice President | U.S.A |
Page 31 of 34
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 Director and Assistant Treasurer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
Brazil
|
||||
Brett Fox, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Murray Goldfarb, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
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David J. Stalter, Managing Partner
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Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
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Managing Partner
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U.S.A
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Carolyn Bidwell, Senior Vice President
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Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
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Senior Vice President
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U.S.A
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Bryan Smith, Senior Vice President
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Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
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Senior Vice President
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U.S.A
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Melissa Lang, Senior Vice President and Secretary
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Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
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Senior Vice President |
U.S.A
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Page 32 of 34
INDEX TO EXHIBITS
Exhibit 1
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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)).
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Exhibit 2
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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)).
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Exhibit 3
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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)).
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Exhibit 4
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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)).
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Exhibit 5
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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)).
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Exhibit 6
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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)).
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Exhibit 7
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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)).
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Exhibit 8
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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)).
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Exhibit 9
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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)).
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Exhibit 10
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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)).
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Page 33 of 34
Exhibit 11
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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)).
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Exhibit 12
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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)).
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Exhibit 13
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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)).
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Page 34 of 34