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. 7)*
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
March 30, 2021
|
(Date of Event which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 44107J108
|
13D
|
Page 2 of 28 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Asset Management Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
*See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock (as defined herein) outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares (as
defined below) granted to BSREP II Board (as defined below), 11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer (as defined below) as described below in Item 5), as
reported in the Issuer’s annual report for the fiscal year ending December 31, 2020 on the Form 10-K (the “10-K”) filed with the Securities and Exchange Commission on March 30, 2021, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units (as defined herein) deliverable upon conversion of the Class C Units (as defined herein).
Page 2 of 28
CUSIP No. 44107J108
|
13D
|
Page 3 of 28 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
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board,
11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
Page 3 of 28
CUSIP No. 44107J108
|
13D
|
Page 4 of 28 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Holdings Canada Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II
Board,
11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
Page 4 of 28
CUSIP No. 44107J108
|
13D
|
Page 5 of 28 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield US Holdings Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board,
11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
Page 5 of 28
CUSIP No. 44107J108
|
13D
|
Page 6 of 28 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield US Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board,
11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
Page 6 of 28
CUSIP No. 44107J108
|
13D
|
Page 7 of 28 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BUSC Finance LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board,
11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
Page 7 of 28
CUSIP No. 44107J108
|
13D
|
Page 8 of 28 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Property Master Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board,
11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
Page 8 of 28
CUSIP No. 44107J108
|
13D
|
Page 9 of 28 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Property Group LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board,
11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
Page 9 of 28
CUSIP No. 44107J108
|
13D
|
Page 10 of 28 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Strategic Real Estate Partners II GP OF GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board,
11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
Page 10 of 28
CUSIP No. 44107J108
|
13D
|
Page 11 of 28 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Strategic Real Estate Partners II GP L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board,
11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
Page 11 of 28
CUSIP No. 44107J108
|
13D
|
Page 12 of 28 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,896,054.61*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.17%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* See Item 5.
** The calculation is based on 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of
March 15, 2021 (which includes the 37,620 Restricted Shares granted to BSREP II Board,
11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
Page 12 of 28
Schedule 13D/A
This Amendment No. 7 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on April 10, 2017 (the “Original 13D”), as amended and supplemented by Amendment No. 1 on February 28, 2018 (“Amendment No. 1”),
Amendment No. 2 on January 3, 2019 (“Amendment No. 2”), Amendment No. 3 on February 27, 2019 (“Amendment No. 3”), Amendment No. 4 on January 3, 2020, Amendment No. 5 on August 18, 2020 (“Amendment No. 5”) and Amendment No. 6 on December 28, 2020
(“Amendment No. 6”, collectively with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, the “Amended Schedule 13D”), with respect to the Common Stock. Except as specifically provided herein,
this Amendment does not modify any of the information previously reported on the Amended Schedule 13D. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Amended Schedule 13D.
The Reporting Persons are filing this Amendment to reflect an amendment (the “March 30 LPA Amendment”), dated March 30, 2021, to the Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership,
L.P., dated as of March 31, 2017 (as amended, the “A&R LPA”), which amendment was entered into by and between the Issuer, in its capacity as the general partner of its operating partnership, Hospitality Investors Trust Operating Partnership,
L.P., and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the “Brookfield Investor”), one of the Reporting Persons, which modified certain terms of the A&R LPA.
The Reporting Persons are also filing this Amendment to reflect their new percentage of beneficial ownership of the Issuer, which has increased as a result of the issuance by the Issuer to the Brookfield Investor of 926,294.22 Class C Units
on December 31, 2020 and 935,104.08 Class C Units on March 31, 2021, as payments-in-kind for (i) the quarterly distributions declared on Class C Units and (ii) the cash distributions owed, as were converted into a PIK Distributions, in each
case pursuant to the A&R LPA.
Item 4. |
Purpose of Transaction
|
Item 4 of the Amended Schedule 13D is amended by adding the following paragraph beneath the nineteenth paragraph under the subheading “Distributions” under the subheading “Terms of the Class C Units”:
On December 31, 2020, the Brookfield Investor received 926,294.22 Class C Units as a payment-in-kind dividend on 28,997,036.31 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 A&R LPA. As a result of the foregoing transactions, the Brookfield Investor owned 29,923,330.53 C Units (adjusted by .01 unit due to rounding) on December 31, 2020.
On March 31, 2021, the Brookfield Investor received 935,104.08 Class C Units as a payment-in-kind dividend on 29,923.330.53 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 A&R LPA (including the modifications made in the March 30 LPA Amendment, as further described below). As a result of the foregoing transactions, the Brookfield Investor owned 30,858,434.61 C Units
(adjusted by .01 unit due to rounding) on March 31, 2021.
Item 4 of the Amended Schedule 13D is amended by adding the following new sections above the subheading “Additional Plans or Proposals”:
LPA Amendment
On March 30, 2021, the Issuer, in its capacity as the general partner of its operating partnership and the OP entered into the March LPA Amendment to the A&R LPA with the Brookfield Investor,
the holder of all issued and outstanding Class C Units of the OP.
Page 13 of 28
Pursuant to the A&R LPA, holders of Class C Units are generally entitled to receive PIK Distributions. As previously disclosed, the cash distribution that would otherwise have been payable on December 31, 2020 was
converted into a PIK Distribution such that, on that date, no cash distribution was paid and the quarterly PIK Distribution due on that date was paid at a rate of 12.5% per annum. Pursuant to the March 30 LPA Amendment, the cash distribution that
would otherwise have been payable on March 31, 2021 was be converted into a PIK Distribution such that, on that date, no cash distribution was be paid and the quarterly PIK Distribution due on that date was paid be at a rate of 12.5% per annum.
Potential Restructuring
As previously disclosed, the Reporting Persons have been engaged in ongoing discussions with the Issuer regarding the Issuer’s strategic and liquidity alternatives. As part of these ongoing discussions, during December
2020, the Brookfield Investor, the Issuer and the OP entered into an amendment, dated December 24, 2020 (the “December 24 LPA Amendment”), to the Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating
Partnership, L.P., dated as of March 31, 2017, pursuant to which the cash distribution payable to the Reporting Persons on December 31, 2020 was converted into a PIK Distribution. As disclosed in this Amendment, on March 30, 2021, the Brookfield
Investor, the Issuer and the OP entered into the March 30 LPA Amendment, pursuant to which the cash distribution payable to the Reporting Persons on March 31, 2021 was converted into a PIK Distribution. As the discussions among the parties have
continued during the first quarter of 2021, the parties are in ongoing discussions concerning the possibility of entering into a definitive and comprehensive agreement on the terms of a series of deleveraging or restructuring transactions (the
“Restructuring Transactions”) that may include, among other things, (a) the Issuer and the OP filing pre-packaged Chapter 11 cases under the U.S. Bankruptcy Code in the State of Delaware to implement the Restructuring Transactions pursuant to a
plan of reorganization and (b) the Brookfield Investor or another lender providing a debtor-in-possession financing facility or a similar facility to the Issuer.
The Reporting Persons intend to continue to have discussions with the Issuer regarding these matters in order to consider, explore and develop plans, make proposals and negotiate agreements with
respect to or relating to, among other things, the foregoing matters, including a potential recapitalization of the Company and the OP and/or the Brookfield Investor’s investment therein. There can be no assurance that any of the matters described
herein will be completed, and nothing herein is or shall be deemed to be an offer to buy, or the solicitation of any offer to sell, any equity, convertible debt or debt securities of the Issuer.
Item 5. |
Interest in Securities of the Issuer
|
The information set forth in Item 4 is incorporated herein by reference.
(a) and (b)
The following sentences assume that there is a total of 69,941,059.61 shares of Common Stock outstanding, which includes (i) the 39,082,625 shares of Common Stock outstanding as of March 15, 2021 (which includes the 37,620 Restricted Shares
granted to BSREP II Board, 11,976 shares of which are subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer), as reported in the 10-K, and (ii) 30,858,434.61 shares of Common Stock issuable upon
redemption of OP Units deliverable upon conversion of the Class C Units.
The Brookfield Investor directly holds 30,858,434.61 Class C Units, which are convertible into OP Units at any time at the option of the Brookfield Investor at the Conversion Price. OP Units are, in turn, generally redeemable for shares of the
Common Stock on a one-for-one-basis or the cash value of a corresponding number of shares of Common Stock, at the election of the Issuer, in accordance with the terms of the A&R LPA. The Brookfield Investor also holds 37,620 Restricted Shares
through its wholly-owned subsidiary BSREP II Board. Accordingly, the Brookfield Investor may be deemed to beneficially own 30,896,054.61 shares of Common Stock as of the date hereof, which constitutes 44.17% of the outstanding Common Stock.
As sole manager of the Brookfield Investor, BSREP II GP may be deemed to beneficially own all 30,858,434.61 Class C Units and 37,620 Restricted Shares as described above owned by the Brookfield Investor. As direct and indirect controlling
persons of BSREP II GP, each of BAM, 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.
Page 14 of 28
(c) Except as set forth in this Amendment, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the
Common Stock during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially
owned by the Reporting Persons identified in this Item 5.
(e) Not Applicable.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 of the Original Schedule 13D is hereby amended to add the following:
The information set forth in Items 4 and 5 is incorporated herein by reference.
Item 7. |
Materials to be Filed as Exhibits
|
Exhibit
No.
|
Description
|
|
15
|
Nineteenth Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of March 30, 2021 (incorporated by reference to Exhibit 10.87
of the Issuer’s annual report for the fiscal year ending December 31, 2020 on Form 10-K filed on March 30, 2021 (Commission File No. 000-55394)).
|
Page 15 of 28
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: March 31, 2021
BROOKFIELD ASSET MANAGEMENT INC.
|
||
By:
|
/s/ Jessica Diab
|
Name:
|
Jessica Diab
|
|
Title:
|
Vice President
|
PARTNERS LIMITED
|
||
By:
|
/s/ Lisa Chu
|
Name:
|
Lisa Chu
|
|
Title:
|
Treasurer
|
BROOKFIELD HOLDINGS CANADA INC.
|
||
By:
|
/s/ Katayoon Sarpash
|
Name:
|
Katayoon Sarpash
|
|
Title:
|
Vice President and Secretary
|
BROOKFIELD US HOLDINGS INC.
|
||
By:
|
/s/ Katayoon Sarpash
|
Name:
|
Katayoon Sarpash
|
|
Title:
|
Vice President and Secretary
|
BROOKFIELD US INC.
|
||
By:
|
/s/ Katayoon Sarpash
|
Name:
|
Katayoon Sarpash
|
|
Title:
|
Secretary
|
BUSC FINANCE LLC
|
||
By:
|
/s/ Katayoon Sarpash
|
Name:
|
Katayoon Sarpash
|
|
Title:
|
Secretary
|
BROOKFIELD PROPERTY MASTER HOLDINGS LLC
|
||
By:
|
/s/ Melissa Lang
|
Name:
|
Melissa Lang
|
|
Title:
|
Senior Vice President and Secretary
|
BROOKFIELD PROPERTY GROUP LLC
|
||
By:
|
/s/ Melissa Lang
|
Name:
|
Melissa Lang
|
|
Title:
|
Senior Vice President and Secretary
|
Page 16 of 28
BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC
|
||
By:
|
/s/ Melissa Lang
|
Name:
|
Melissa Lang
|
|
Title:
|
Senior Vice President and Secretary
|
BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP L.P.
|
||
By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC, its general partner
|
||
By:
|
/s/ Melissa Lang
|
Name:
|
Melissa Lang
|
|
Title:
|
Senior Vice President and Secretary
|
BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC
|
||
By:
|
/s/ Melissa Lang
|
Name:
|
Melissa Lang
|
|
Title:
|
Senior Vice President and Secretary
|
Page 17 of 28
SCHEDULE I
Brookfield Asset Management Inc.
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
M. Elyse Allan, Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Corporate Director
|
Canada and U.S.A.
|
||||
Jeffrey M. Blidner, Director and Vice Chairman
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chairman of Brookfield
|
Canada
|
||||
Angela F. Braly, Director
|
250 Vesey Street, 15th Floor, New York, NY 10291-1023, U.S.A.
|
Corporate Director
|
U.S.A.
|
||||
Jack L. Cockwell, Director
|
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
|
Chairman of Brookfield Partners Foundation
|
Canada
|
||||
Marcel R. Coutu, Director
|
Suite 1210, 225 – 6th Ave. S.W., Calgary, Alberta T2P 1N2
|
Corporate Director
|
Canada
|
||||
Maureen Kempston Drakes, Director
|
181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada
|
Corporate Director
|
Canada
|
||||
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer
|
One Canada Square, Level 25, Canary Wharf, London E14 5AA U.K.
|
Managing Partner and Chief Executive Officer of Brookfield
|
Canada
|
||||
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate
|
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.
|
Managing Partner, Chief Executive Officer, Real Estate of Brookfield
|
Canada
|
||||
Brian D. Lawson, Vice Chair and Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice Chair of Brookfield
|
Canada
|
||||
Murilo Ferreira, Director
|
181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada
|
Former CEO of Vale SA
|
Brazil
|
||||
Rafael Miranda, Director
|
C/Santiago de Compostela 10
0 28035 Madrid, Spain
|
Corporate Director
|
Spain
|
||||
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer, Private Equity of Brookfield
|
Canada
|
||||
Frank J. McKenna, Director
|
TDCT Tower
161 Bay Street, 35th Floor
Toronto, Ontario
|
Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale
|
Canada
|
||||
Lord Augustine Thomas O’Donnell, Director
|
Frontier Economics Limited, 71 High Holborn, London, U.K. WC1V 6DA
|
Chairman of Frontier Economics Limited
|
United Kingdom
|
||||
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer, Infrastructure of Brookfield
|
Canada
|
Page 18 of 28
Ngee Huat Seek, Director
|
501 Orchard Road
#08—01 Wheelock Place
Singapore 238880
|
Chairman, Global Logistic Properties
|
Singapore
|
||||
Diana L. Taylor, Director
|
c/o Bloomberg Philanthropies, 25 East 78th Street, New York, N.Y. 10075
|
Corporate Director
|
U.S.A and Canada
|
||||
Justin Beber, Managing Partner, Head of Corporate Strategy Chief Legal Officer
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield
|
Canada
|
||||
Janice Fukakusa, Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Corporate Director
|
Canada
|
||||
Sachin Shah, Managing Partner, Chief Investment Officer
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Investment Officer of Brookfield
|
Canada
|
||||
Howard S. Marks, Director
|
c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071
|
Co-Chairman, Oaktree Capital Management
|
U.S.A
|
||||
Nicholas H. Goodman, Managing Partner and Chief Financial Officer
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Financial Officer of Brookfield
|
Canada
|
||||
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer Alternative Investments of Brookfield
|
Canada
|
||||
Lori Pearson, Managing Partner and Chief Operating Officer
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner and Chief Operating Officer of Brookfield
|
Canada
|
||||
Connor Teskey, Managing Partner, Chief Executive Officer Renewable Power
|
One Canada Square, Level 25 Canary Wharf
London E14 5AA, U.K.
|
Managing Partner, Chief Executive Officer, Renewable Power of Brookfield
|
Canada
|
||||
Hutham S. Olayan, Director
|
505 Park Avenue, New York, NY 10022, U.S.A.
|
Chairman of The Olayan Group
|
U.S.A. and Saudi Arabia
|
Page 19 of 28
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
|
Chairman of Brookfield Partners Foundation
|
Canada
|
||||
Brian D. Lawson, Director and President
|
181 Bay Street, Brookfield Place, Suite 300,
Toronto, Ontario
M5J 2T3, Canada
|
Vice Chair of Brookfield
|
Canada
|
||||
Timothy R. Price, Director
|
51 Yonge Street,
Suite 400
Toronto, Ontario M5E 1J1, Canada
|
Corporate Director
|
Canada
|
||||
Loretta Corso, Secretary
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Administrator – Corporate Secretary of Brookfield
|
Canada
|
||||
Brian W. Kingston, Director
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Managing Partner, Chief Executive Officer, Real Estate of Brookfield
|
Canada
|
||||
Cyrus Madon, Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer, Private Equity of Brookfield
|
Canada
|
||||
Samuel J.B. Pollock, Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Executive Officer, Infrastructure of Brookfield
|
Canada
|
||||
Sachin Shah, Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Chief Investment Officer of Brookfield
|
Canada
|
||||
Lisa Chu, Treasurer
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice President - Finance of Brookfield
|
Canada
|
||||
Tim Wang, Assistant Secretary
|
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Director, Capital Markets and Treasury of Brookfield
|
Canada
|
SCHEDULE III
Brookfield Holdings Canada Inc.
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Aleks Novakovic, Director,
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Tax of Brookfield
|
Canada
|
||||
Karly Dyck
Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President, Finance, Renewable of Brookfield
|
Canada
|
||||
Thomas Douglas Corbett, Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Director, Finance of Brookfield
|
Canada
|
||||
Katayoon Sarpash, Director, Vice President and Secretary
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President, Legal & Regulatory of Brookfield
|
Canada
|
||||
Cam Ha, President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice-President, Tax of Brookfield
|
Canada
|
||||
Bowen Li, Vice-President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Director, Finance of Brookfield
|
Canada
|
||||
Tim Wang, Vice-President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Director, Capital Markets & Treasury of Brookfield
|
Canada
|
Page 20 of 28
SCHEDULE IV
Brookfield US Holdings Inc.
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
|||
Aleks Novakovic, Director,
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Partner, Tax of Brookfield
|
Canada
|
|||
Karly Dyck
Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President, Finance, Renewable of Brookfield
|
Canada
|
|||
Thomas Douglas Corbett, Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Director, Finance of Brookfield
|
Canada
|
|||
Katayoon Sarpash, Director, Vice President and Secretary
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President, Legal & Regulatory of Brookfield
|
Canada
|
|||
Cam Ha, President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice-President, Tax of Brookfield
|
Canada
|
|||
Bowen Li, Vice-President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Director, Finance of Brookfield
|
Canada
|
|||
Tim Wang, Vice-President
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Director, Capital Markets & Treasury of Brookfield
|
Canada
|
SCHEDULE V
Brookfield US Inc.
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Barry Blattman, Director
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Vice-Chairman of Brookfield
|
U.S.A
|
||||
Karly Dyck
Director
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President, Finance, Renewable of Brookfield
|
Canada
|
||||
Jordan Kolar, Director
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Managing Director, Tax, Brookfield
|
U.S.A.
|
||||
Mark Srulowitz
Director, President
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Managing Partner, Private Funds, Brookfield
|
U.S.A.
|
||||
Josh Zinn, Director
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Senior Vice President, Capital Markets & Treasury
Brookfield
|
Australia
|
||||
Connor Teskey, Director
|
One Canada Square, Level 25 Canary Wharf
London E14 5AA, U.K.
|
Managing Partner, Chief Executive Officer Renewable Power of Brookfield
|
Canada
|
||||
Katayoon Sarpash, Secretary
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President, Legal & Regulatory of Brookfield
|
Canada
|
||||
Justin Nye, Vice President
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Vice-President, Tax, Brookfield
|
U.S.A
|
Page 21 of 28
SCHEDULE VI
BUSC Finance LLC
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Mark Srulowitz, Manager and President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner, Private Funds, Brookfield
|
U.S.A.
|
||||
Jordan Kolar, Manager
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director, Tax, Brookfield
|
U.S.A.
|
||||
Josh Zinn, Manager
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President, Brookfield
|
Australia
|
||||
Karly Dyck, Manager
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President, Finance, Renewable of Brookfield
|
Canada
|
||||
Katayoon Sarpash, Secretary
|
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President, Legal & Regulatory of Brookfield
|
Canada
|
||||
Justin Nye, Vice President
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
|
Vice-President, Tax, Brookfield
|
U.S.A
|
Page 22 of 28
SCHEDULE VII
Brookfield Property Master Holdings LLC
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Brian W. Kingston, Chief Executive Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Canada
|
||||
Bryan Davis, Chief Financial Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Canada
|
||||
Lowell Baron, Chief Investment Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
William Powell, Chief Operating Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Managing Partner
|
U.S.A
|
||||
Cristiano Machado, Managing Partner and Assistant Treasurer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Brazil
|
||||
Brett Fox, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Murray Goldfarb, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
David J. Stalter, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Carolyn Bidwell, Managing Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
U.S.A
|
||||
Brian Hurowitz, Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Bryan Smith, Managing Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
U.S.A
|
||||
Jonathan Kramer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
|||||
Melissa Lang, Senior Vice President and Secretary
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Hideki Aoki
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
Japan
|
||||
Sallie Chu
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Polina Kushelev
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Herbert Li
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
P. Scott Selig
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
James Zysopoulos
Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A.
|
Page 23 of 28
SCHEDULE VIII
Brookfield Property Group LLC
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation or
Employment
|
Citizenship
|
||||
Brian W. Kingston, Director and Chief Executive Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Canada
|
||||
Bryan Davis, Director and Chief Financial Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Canada
|
||||
Lowell Baron, Chief Investment Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
William Powell, Chief Operating Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Managing Partner
|
U.S.A
|
||||
Leila Araiche, Managing Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
Canada
|
||||
Cristiano Machado, Managing Partner and Assistant Treasurer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Brazil
|
||||
Brett Fox, Director and Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Murray Goldfarb, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
David J. Stalter, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Carolyn Bidwell, Senior Managing Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
U.S.A
|
||||
Brian Hurowitz, Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Bryan Smith, Managing Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
U.S.A
|
||||
Melissa Lang, Senior Vice President and Secretary
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Jonathan Kramer, Managing Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
U.S.A.
|
||||
Hideki Aoki
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
Japan
|
||||
Sallie Chu
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Polina Kushelev
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Herbert Li
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
P. Scott Selig
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
James Zysopoulos
Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
SeniorVice President
|
U.S.A.
|
Page 24 of 28
SCHEDULE IX
Brookfield Strategic Real Estate Partners II GP OF GP LLC
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation
or Employment
|
Citizenship
|
||||
Brian W. Kingston, Chief Executive Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Canada
|
||||
Bryan Davis, Chief Financial Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Canada
|
||||
Lowell Baron, Chief Investment Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
William Powell, Chief Operating Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Cristiano Machado, Managing Partner and Assistant Treasurer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Brazil
|
||||
Brett Fox, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Murray Goldfarb, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Mark Srulowitz, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
David J. Stalter, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Bryan Smith, Managing Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
U.S.A
|
||||
Melissa Lang, Senior Vice President and Secretary
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Carolyn Bidwell, Managing Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
U.S.A
|
||||
Hideki Aoki
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
Japan
|
||||
Sallie Chu
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Polina Kushelev
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Herbert Li
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
P. Scott Selig
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
James Zysopoulos
Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A.
|
||||
Richard Shih
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Isaac MacDonald
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
Page 25 of 28
SCHEDULE X
Brookfield Strategic Real Estate Partners II GP L.P.
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation
or Employment
|
Citizenship
|
||||
Brian W. Kingston, Chief Executive Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Canada
|
||||
Bryan Davis, Chief Financial Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Canada
|
||||
Lowell Baron, Chief Investment Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
William Powell, Chief Operating Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Managing Partner
|
U.S.A
|
||||
Cristiano Machado, Managing Partner and Assistant Treasurer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Brazil
|
||||
Brett Fox, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Murray Goldfarb, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Mark Srulowitz, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
David J. Stalter, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Bryan Smith, Managing Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
U.S.A
|
||||
Melissa Lang, Senior Vice President and Secretary
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Hideki Aoki
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
Japan
|
||||
Sallie Chu
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Polina Kushelev
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Herbert Li
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
P. Scott Selig
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
James Zysopoulos
Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A.
|
||||
Richard Shih
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Isaac MacDonald
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
Page 26 of 28
SCHEDULE XI
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC
Name and Position of
Officer or Director
|
Principal Business
Address
|
Principal Occupation
or Employment
|
Citizenship
|
||||
Brian W. Kingston, Chief Executive Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Canada
|
||||
Bryan Davis, Chief Financial Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Canada
|
||||
Lowell Baron, Chief Investment Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
William Powell, Chief Operating Officer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Cristiano Machado, Managing Partner and Assistant Treasurer
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
Brazil
|
||||
Brett Fox, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Murray Goldfarb, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
David J. Stalter, Managing Partner
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Partner
|
U.S.A
|
||||
Carolyn BidwellManaging Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
U.S.A
|
||||
Bryan Smith, Managing Director
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Managing Director
|
U.S.A
|
||||
Melissa Lang, Senior Vice President and Secretary
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A
|
||||
Hideki Aoki
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
Japan
|
||||
Sallie Chu
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Polina Kushelev
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Herbert Li
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
P. Scott Selig
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
James Zysopoulos
Senior Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Senior Vice President
|
U.S.A.
|
||||
Richard Shih
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
||||
Isaac MacDonald
Vice President
|
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
|
Vice President
|
U.S.A.
|
Page 27 of 28
INDEX TO EXHIBITS
Exhibit 1
|
Initial Articles Supplementary of American Realty Capital Hospitality Trust, Inc. filed with the State Department of Assessments and Taxation of Maryland on January 13, 2017 (incorporated by reference to
Exhibit 3.1 of the Issuer’s Current Report on Form 8-K filed on January 13, 2017 (Commission File No. 000-55394)).
|
Exhibit 2
|
Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017, by and among American Realty Capital Hospitality Trust, Inc., American Realty Capital Hospitality Operating Partnership,
LP and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on January 13, 2017 (Commission File No. 000-55394)).
|
Exhibit 3
|
Framework Agreement, dated as of January 12, 2017, by and among American Realty Capital Hospitality Advisors, LLC, American Realty Capital Hospitality Properties, LLC, American Realty Capital Hospitality
Grace Portfolio, LLC, Crestline Hotels & Resorts, LLC, American Realty Capital Hospitality Trust, Inc., American Realty Capital Hospitality Operating Partnership, LP, American Realty Capital Hospitality Special Limited Partnership,
LLC, and solely in connection with Sections 7(b), 7(d), 8, 9 and 10 through 22 (inclusive) thereto, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (incorporated by reference to Exhibit 10.2 of the Issuer’s Current
Report on Form 8-K filed on January 13, 2017 (Commission File No. 000-55394)).
|
Exhibit 4
|
Articles Supplementary of Hospitality Investors Trust, Inc., filed with the State Department of Assessments and Taxation of Maryland
on March 31, 2017 (incorporated by reference to Exhibit 3.2 of the
Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
|
Exhibit 5
|
Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of March 31, 2017 (incorporated by reference to Exhibit 4.2 of the Issuer’s Current
Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
|
Exhibit 6
|
Ownership Limit Waiver Agreement, dated as of dated as of March 31, 2017 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No.
000-55394)).
|
Exhibit 7
|
Registration Rights Agreement, dated as of March 31, 2017, by and among Hospitality Investors Trust, Inc., Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, American Realty Capital
Hospitality Advisors, LLC and American Realty Capital Hospitality Properties, LLC (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
|
Exhibit 8
|
Amended and Restated Bylaws of Hospitality Investors Trust, Inc., dated as of March 31, 2017, filed with the State Department of Assessments and Taxation of Maryland on March 31, 2017 (incorporated by
reference to Exhibit 3.4 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
|
Exhibit 9
|
Compensation Payment Agreement, dated as of March 31, 2017, by and among Hospitality Investors Trust, Inc., Lowell G. Baron, Bruce G. Wiles and BSREP II Hospitality II Board LLC (incorporated by reference
to Exhibit 10.22 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
|
Exhibit 10
|
Joint Filing Agreement (incorporated by reference to Exhibit 10 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
|
Exhibit 11
|
First Follow-On Funding Notice dated as of January 12, 2018, by and among Hospitality Investors Trust Operating Partnership, L.P. and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC
(incorporated by reference to Exhibit 11 of the Issuer’s Schedule 13D/A filed on February 28, 2018 (Commission File No. 000-89944)).
|
Exhibit 12
|
Joint Filing Agreement (incorporated by reference to Exhibit 12 of the Issuer’s Schedule 13D/A filed on January 3, 2019 (Commission File No. 005-89944)).
|
Exhibit 13
|
Second Follow-On Funding Notice dated as of January 11, 2019, by and among Hospitality Investors Trust Operating Partnership, L.P. and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC
(incorporated by reference to Exhibit 13 of the Issuer’s Schedule 13D/A filed on February 28, 2019 (Commission File No. 005-89944)).
|
Exhibit 14
|
Seventeenth Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of December 24, 2020 (incorporated by reference to Exhibit
4.2 of the Issuer’s Current Report on Form 8-K filed on December 28, 2020 (Commission File No. 000-55394)).
|
Exhibit 15
|
Nineteenth Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of March 30, 2021 (incorporated by reference to Exhibit
10.87 of the Issuer’s annual report for the fiscal year ending December 31, 2020 on Form 10-K filed on March 30, 2021 (Commission File No. 000-55394)).
|
Page 28 of 28