Sec Form 13D Filing - BROOKFIELD Corp filing for Hospitality Investors Trust Inc.Hospitality Investors Trust Inc. - 2021-07-01

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.
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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. 11)*

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
June 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)
 
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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
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (“BSREP II”) and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.


CUSIP No. 44107J108
13D
Page 3 of 28 Pages

1
NAMES OF REPORTING PERSONS
 
 
BAM Partners Trust
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-
 
 
 
 
8
SHARED VOTING POWER
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to BSREP II and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.


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
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to BSREP II and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.


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
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to BSREP II and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.


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
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to BSREP II and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.


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
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to BSREP II and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.


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
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to BSREP II and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.


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
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to BSREP II and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.


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
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to BSREP II and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.


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
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to BSREP II and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.


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
 
 
39,082,624.67*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,082,624.67*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,082,624.67*
 
 
 
 
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)
 
 
100%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

*
Consists of 39,070,509.06 shares of common stock of the Issuer issued to BSREP II and 12,115.61 shares of common stock of the Issuer issued to Hospitality II TRS LLC, a wholly-owned subsidiary of BSREP II.
 
**
The percentage reflected is based on 39,082,624.67 shares of common stock outstanding after the Effective Date.
 

Schedule 13D/A

This Amendment No. 11 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on April 10, 2017 (the “Original 13D”), as amended and supplemented by Amendment No. 1 on February 28, 2018 (“Amendment No. 1”), Amendment No. 2 on January 3, 2019 (“Amendment No. 2”), Amendment No. 3 on February 27, 2019 (“Amendment No. 3”), Amendment No. 4 on January 3, 2020 (“Amendment No. 4”), Amendment No. 5 on August 18, 2020 (“Amendment No. 5”), Amendment No. 6 on December 28, 2020 (“Amendment No. 6”), Amendment No. 7 on March 31, 2021 (“Amendment No. 7”), Amendment No. 8 on May 3, 2021 (“Amendment No. 8”), Amendment No. 9 on May 14, 2021 (“Amendment No. 9”) and Amendment No. 10 on May 19, 2021 (“Amendment No. 10”, collectively with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9, 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 Plan (as defined below) or the restructuring support agreement (the “RSA”) that was entered into on May 19, 2021 by and between the Issuer, its operating partnership, Hospitality Investors Trust Operating Partnership, L.P. (the “OP”), and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (together with its affiliates, the “Brookfield Investor”), one of the Reporting Persons.

Item 2.
Identity and Background

Item 2(a) of the Amended Scheduled 13D is amended to add the following new disclosure:

Hospitality II TRS LLC is a wholly-owned subsidiary of Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC.

Item 4.
Purpose of Transaction

Item 4 of the Amended Schedule 13D is amended by adding the following new sections above the subheading “Additional Plans or Proposals”:

As previously disclosed, on May 19, 2021 (the “Petition Date”), the Issuer filed voluntary petitions (collectively, the “Chapter 11 Cases”) under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On June 23, 2021, the Bankruptcy Court entered an order (the “Confirmation Order”) among other things, confirming the joint prepackaged Chapter 11 plan of reorganization previously filed by the Issuer and the OP with the Bankruptcy Court (the “Plan”). The Plan is substantially in the form and substance as the RSA entered into on the Petition Date among the OP and the Issuer and the Brookfield Investor, the holder of the sole issued and outstanding share of the Issuer’s preferred stock designated as the Redeemable Preferred Share, par value $0.01 per share (the “Redeemable Preferred Share”), and all of the issued and outstanding units of limited partner interest in the OP entitled “Class C Units” (“Class C Units” and, together with the Redeemable Preferred Share, the “Existing Preferred Interests”).

On June 30, 2021 at 11:59 p.m. Eastern Time (the “Effective Date”), all conditions precedent to the effectiveness of the Plan had been satisfied or waived, and the Plan became effective.
 
As of the Effective Date, pursuant to the Plan, among other things:
 

the Existing Preferred Interests, together with the loans outstanding under the super-priority senior secured debtor-in-possession term loan agreement (the “DIP Facility”), were converted into 100% of the shares of common stock of the reorganized the Issuer (the “New Common Stock”) except that 2% of the Class C Units in the OP held by the Brookfield Investor were canceled in exchange for new partnership units in the reorganized OP;


each share of common stock of the Issuer outstanding immediately prior to the effectiveness of the Plan (“Old Common Stock”) was cancelled and (except for 37,620 shares of Old Common Stock held by the Brookfield Investor) exchanged for a right to receive contingent cash payments (each such right, a “CVR”) pursuant to a contingent value rights agreement entered into on the Effective Date in the form attached as an exhibit to the Plan (the “CVR Agreement”);


the Issuer suspended its reporting obligations under the Exchange Act; and


the Issuer is now a wholly-owned direct subsidiary of the Brookfield Investor.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Confirmation Order and the Plan, filed as Exhibits 2.1 and 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2021.


Item 5.
Interest in Securities of the Issuer

Item 5 is hereby amended and restated to read as follows:
 
(a) and (b)
 
As of the Effective Date of the Plan, the Reporting Persons are the sole owners of the Issuer.
 
(c)
None.
 
(d)
Not Applicable.
 
(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
 
19
Twenty-Third Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of June 30, 2021 (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K filed on July 1, 2021 (Commission File No. 000-55394)).


SIGNATURES

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

Dated: July 1, 2021

 
BROOKFIELD ASSET MANAGEMENT INC.
     
 
By:
/s/ Katayoon Sarpash
 
Name:
 
Katayoon Sarpash
 
Title:
 
Senior Vice-President, Legal & Regulatory

 
BAM PARTNERS TRUST
   
 
By: BAM CLASS B PARTNERS INC., its trustee
     
 
By:
/s/ Katayoon Sarpash
 
Name:
 
Katayoon Sarpash
 
Title:
 
Secretary

 
BROOKFIELD HOLDINGS CANADA INC.
     
 
By:
/s/ Katayoon Sarpash
 
Name:
 
Katayoon Sarpash
 
Title:
 
Vice President and Secretary

 
BROOKFIELD US HOLDINGS INC.
     
 
By:
/s/ Katayoon Sarpash
 
Name:
 
Katayoon Sarpash
 
Title:
 
Vice President and Secretary

 
BROOKFIELD US INC.
     
 
By:
/s/ Katayoon Sarpash
 
Name:
 
Katayoon Sarpash
 
Title:
 
Secretary

 
BUSC FINANCE LLC
     
 
By:
/s/ Katayoon Sarpash
 
Name:
 
Katayoon Sarpash
 
Title:
 
Secretary

 
BROOKFIELD PROPERTY MASTER HOLDINGS LLC
     
 
By:
/s/ Melissa Lang
 
Name:
 
Melissa Lang
 
Title:
 
Senior Vice President and Secretary


 
BROOKFIELD PROPERTY GROUP LLC
     
 
By:
/s/ Melissa Lang
 
Name:
 
Melissa Lang
 
Title:
 
Senior Vice President and Secretary

 
BROOKFIELD STRATEGIC REAL ESTATE
PARTNERS II GP OF GP LLC
     
 
By:
/s/ Melissa Lang
 
Name:
 
Melissa Lang
 
Title:
 
Senior Vice President and Secretary

 
BROOKFIELD STRATEGIC REAL ESTATE
PARTNERS II GP L.P.
   
 
By: BROOKFIELD STRATEGIC REAL ESTATE
PARTNERS II GP OF GP LLC, its general partner
     
 
By:
/s/ Melissa Lang
 
Name:
 
Melissa Lang
 
Title:
 
Senior Vice President and Secretary

 
BROOKFIELD STRATEGIC REAL ESTATE
PARTNERS II HOSPITALITY REIT II LLC
     
 
By:
/s/ Melissa Lang
 
Name:
 
Melissa Lang
 
Title:
 
Senior Vice President and Secretary


SCHEDULE I

Brookfield Asset Management Inc.

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation or
Employment
 
Citizenship
 
M. Elyse Allan, Director
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Corporate Director
 
Canada and U.S.A.
 
Jeffrey M. Blidner, Director and Vice Chairman
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Vice Chairman of Brookfield
 
Canada
 
Angela F. Braly, Director
 
250 Vesey Street, 15th Floor, New York, NY 10291-1023, U.S.A.
 
Corporate Director
 
U.S.A.
 
Jack L. Cockwell, Director
 
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
 
Chairman of Brookfield Partners Foundation
 
Canada
 
Marcel R. Coutu, Director
 
Suite 1210, 225 – 6th Ave. S.W., Calgary, Alberta   T2P 1N2
 
Corporate Director
 
Canada
 
Maureen Kempston Drakes, Director
 
181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada
 
Corporate Director
 
Canada
 
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer
 
One Canada Square, Level 25, Canary Wharf, London   E14 5AA  U.K.
 
Managing Partner and Chief Executive Officer of Brookfield
 
Canada
 
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate
 
250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.
 
Managing Partner, Chief Executive Officer, Real Estate of Brookfield
 
Canada
 
Brian D. Lawson, Vice Chair and Director
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Vice Chair of Brookfield
 
Canada
 
Rafael Miranda, Director
 
C/Santiago de Compostela 100 28035 Madrid, Spain
 
Corporate Director
 
Spain
 
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Partner, Chief Executive Officer, Private Equity of Brookfield
 
Canada
 
Frank J. McKenna, Director
 
TDCT Tower
161 Bay Street, 35th Floor
Toronto, Ontario
 
Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale
 
Canada
 
Lord Augustine Thomas O’Donnell, Director
 
Frontier Economics Limited, 71 High Holborn, London, U.K. WC1V 6DA
 
Chairman of Frontier Economics Limited
 
United Kingdom
 
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Partner, Chief Executive Officer, Infrastructure of Brookfield
 
Canada
 
Ngee Huat Seek, Director
 
 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
 Corporate Director
 
Singapore
 
Diana L. Taylor, Director
 
c/o Bloomberg Philanthropies, 25 East 78th Street, New York, N.Y.   10075
 
Corporate Director
 
U.S.A and Canada
 
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield
 
Canada
 
Janice Fukakusa, Director
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Corporate Director
 
Canada
 
Sachin Shah, Managing Partner, Chief Investment Officer
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Partner, Chief Investment Officer of Brookfield
 
Canada
 
Howard S. Marks, Director
 
c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071
 
Co-Chairman, Oaktree Capital Management
 
U.S.A
 
Nicholas H. Goodman, Managing Partner and Chief Financial Officer
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Partner and Chief Financial Officer of Brookfield
 
Canada
 
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Partner, Chief Executive Officer Alternative Investments of Brookfield
 
Canada
 
Lori Pearson, Managing Partner and Chief Operating Officer
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Partner and Chief Operating Officer of Brookfield
 
Canada
 
Connor Teskey, Managing Partner, Chief Executive Officer Renewable Power
 
One Canada Square, Level 25 Canary Wharf
London E14 5AA, U.K.
 
Managing Partner, Chief Executive Officer, Renewable Power of Brookfield
 
Canada
 
Hutham S. Olayan, Director
 
505 Park Avenue, New York, NY 10022, U.S.A.
 
Chairman of The Olayan Group
 
U.S.A. and Saudi Arabia


SCHEDULE II

BAM Class B Partners Inc., as trustee of BAM Partners Trust

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation or
Employment
 
Citizenship
 
Jack L. Cockwell, Director and Vice President
 
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
 
Chairman of Brookfield Partners Foundation
 
Canada
 
J. Bruce Flatt, Director and Vice President
 
One Canada Square, Level 25, Canary Wharf, London   E14 5AA  U.K.
 
Managing Partner and Chief Executive Officer of Brookfield
 
Canada
 
Brian D. Lawson, Director and President
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Vice Chair of Brookfield
 
Canada
 
Katayoon Sarpash, Secretary
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Senior Vice President of Brookfield
 
Canada


SCHEDULE III

Brookfield Holdings Canada Inc.

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation or
Employment
 
Citizenship
 
Aleks Novakovic, Director,
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Partner, Tax of Brookfield
 
Canada
 
Karly Dyck
Director
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Senior Vice-President, Finance, Renewable of Brookfield
 
Canada
 
Thomas Douglas Corbett, Director
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Director, Finance of Brookfield
 
Canada
 
Katayoon Sarpash, Director, Vice President and Secretary
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Senior Vice-President, Legal & Regulatory of Brookfield
 
Canada
 
Cam Ha, President
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Vice-President, Tax of Brookfield
 
Canada
 
Bowen Li, Vice-President
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Director, Finance of Brookfield
 
Canada
 
Tim Wang, Vice-President
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Director, Capital Markets & Treasury of Brookfield
 
Canada

SCHEDULE IV

Brookfield US Holdings Inc.

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation or
Employment
 
Citizenship
 
Aleks Novakovic, Director,
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Partner, Tax of Brookfield
 
Canada
 
Karly Dyck
Director
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Senior Vice-President, Finance, Renewable of Brookfield
 
Canada
 
Thomas Douglas Corbett, Director
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Managing Director, Finance of Brookfield
 
Canada
 
Katayoon Sarpash, Director, Vice President and Secretary
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Senior Vice-President, Legal & Regulatory of Brookfield
 
Canada
 
Cam Ha, President
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Vice-President, Tax of Brookfield
 
Canada
 
Bowen Li, Vice-President
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Director, Finance of Brookfield
 
Canada
 
Tim Wang, Vice-President
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Director, Capital Markets & Treasury of Brookfield
 
Canada


SCHEDULE V

Brookfield US Inc.

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation or
Employment
 
Citizenship
 
Barry Blattman, Director
 
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
 
Vice-Chairman of Brookfield
 
U.S.A
 
Karly Dyck
Director
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Senior Vice-President, Finance, Renewable of Brookfield
 
Canada
 
Jordan Kolar, Director
 
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
 
Managing Director, Tax, Brookfield
 
U.S.A.
 
Mark Srulowitz
Director, President
 
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
 
Managing Partner, Private Funds, Brookfield
 
U.S.A.
 
Josh Zinn, Director
 
 
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
 
Senior Vice President, Capital Markets & Treasury
Brookfield
 
Australia
 
Connor Teskey, Director
 
One Canada Square, Level 25 Canary Wharf
London E14 5AA, U.K.
 
Managing Partner, Chief Executive Officer Renewable Power of Brookfield
 
Canada
 
Katayoon Sarpash, Secretary
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Senior Vice-President, Legal & Regulatory of Brookfield
 
Canada
 
Justin Nye, Vice President
 
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
 
Vice-President, Tax, Brookfield
 
U.S.A
 
Peter Geraigiry, Vice-President
 
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
 
Vice-President, Capital Markets & Treasury, Brookfield
 
U.S.A.


SCHEDULE VI

BUSC Finance LLC

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation or
Employment
 
Citizenship
 
Mark Srulowitz, Manager and President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner, Private Funds, Brookfield
 
U.S.A.
 
Jordan Kolar, Manager
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director, Tax, Brookfield
 
U.S.A.
 
Josh Zinn, Manager
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President, Brookfield
 
Australia
 
Karly Dyck, Manager
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Senior Vice-President, Finance, Renewable of Brookfield
 
Canada
 
Katayoon Sarpash, Secretary
 
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
 
Senior Vice-President, Legal & Regulatory of Brookfield
 
Canada
 
Justin Nye, Vice President
 
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
 
Vice-President, Tax, Brookfield
 
U.S.A
 
Peter Geraigiry, Vice-President
 
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY, 10281-1023
 
Vice-President, Capital Markets & Treasury, Brookfield
 
U.S.A.


SCHEDULE VII

Brookfield Property Master Holdings LLC

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation or
Employment
 
Citizenship
 
Brian W. Kingston, Chief Executive Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Canada
 
Bryan Davis, Chief Financial Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Canada
 
Lowell Baron, Chief Investment Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
William Powell, Chief Operating Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Managing Partner
 
U.S.A
 
Cristiano Machado, Managing Partner and Assistant Treasurer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Brazil
 
Brett Fox, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Murray Goldfarb, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
David J. Stalter, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Carolyn Bidwell, Managing Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
U.S.A
 
Brian Hurowitz, Senior Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A
 
Bryan Smith, Managing Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
U.S.A
 
Jonathan Kramer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
   
 
Melissa Lang, Senior Vice President and Secretary
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A
 
Hideki Aoki
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
Japan
 
Sallie Chu
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Polina Kushelev
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Herbert Li
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
P. Scott Selig
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
James Zysopoulos
Senior Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A.


SCHEDULE VIII

Brookfield Property Group LLC

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation or
Employment
 
Citizenship
 
Brian W. Kingston, Director and Chief Executive Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Canada
 
Bryan Davis, Director and Chief Financial Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Canada
 
Lowell Baron, Chief Investment Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
William Powell, Chief Operating Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Managing Partner
 
U.S.A
 
Leila Araiche, Managing Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
Canada
 
Cristiano Machado, Managing Partner and Assistant Treasurer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Brazil
 
Brett Fox, Director and Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Murray Goldfarb, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
David J. Stalter, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Carolyn Bidwell, Senior Managing Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
U.S.A
 
Brian Hurowitz, Senior Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A
 
Bryan Smith, Managing Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
U.S.A
 
Melissa Lang, Senior Vice President and Secretary
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A
 
Jonathan Kramer, Managing Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
U.S.A.
 
Hideki Aoki
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
Japan
 
Sallie Chu
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Polina Kushelev
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Herbert Li
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
P. Scott Selig
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
James Zysopoulos
Senior Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A.


SCHEDULE IX

Brookfield Strategic Real Estate Partners II GP OF GP LLC

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation
or Employment
 
Citizenship
 
Brian W. Kingston, Chief Executive Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Canada
 
Bryan Davis, Chief Financial Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Canada
 
Lowell Baron, Chief Investment Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
William Powell, Chief Operating Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Cristiano Machado, Managing Partner and Assistant Treasurer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Brazil
 
Brett Fox, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Murray Goldfarb, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Mark Srulowitz, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
David J. Stalter, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Bryan Smith, Managing Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
U.S.A
 
Melissa Lang, Senior Vice President and Secretary
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A
 
Carolyn Bidwell, Managing Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
U.S.A
 
Hideki Aoki
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
Japan
 
Sallie Chu
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Polina Kushelev
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Herbert Li
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
P. Scott Selig
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
James Zysopoulos
Senior Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A.
 
Richard Shih
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Isaac MacDonald
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.


SCHEDULE X

Brookfield Strategic Real Estate Partners II GP L.P.

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation
or Employment
 
Citizenship
 
Brian W. Kingston, Chief Executive Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Canada
 
Bryan Davis, Chief Financial Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Canada
 
Lowell Baron, Chief Investment Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
William Powell, Chief Operating Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Managing Partner
 
U.S.A
 
Cristiano Machado, Managing Partner and Assistant Treasurer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Brazil
 
Brett Fox, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Murray Goldfarb, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Mark Srulowitz, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
David J. Stalter, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Bryan Smith, Managing Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
U.S.A
 
Melissa Lang, Senior Vice President and Secretary
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A
 
Hideki Aoki
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
Japan
 
Sallie Chu
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Polina Kushelev
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Herbert Li
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
P. Scott Selig
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
James Zysopoulos
Senior Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A.
 
Richard Shih
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Isaac MacDonald
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.


SCHEDULE XI

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC

 
Name and Position of
Officer or Director
 
Principal Business
Address
 
Principal Occupation
or Employment
 
Citizenship
 
Brian W. Kingston, Chief Executive Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Canada
 
Bryan Davis, Chief Financial Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Canada
 
Lowell Baron, Chief Investment Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
William Powell, Chief Operating Officer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Cristiano Machado, Managing Partner and Assistant Treasurer
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
Brazil
 
Brett Fox, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Murray Goldfarb, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
David J. Stalter, Managing Partner
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Partner
 
U.S.A
 
Carolyn BidwellManaging Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
U.S.A
 
Bryan Smith, Managing Director
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Managing Director
 
U.S.A
 
Melissa Lang, Senior Vice President and Secretary
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A
 
Hideki Aoki
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
Japan
 
Sallie Chu
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Polina Kushelev
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Herbert Li
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
P. Scott Selig
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
James Zysopoulos
Senior Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Senior Vice President
 
U.S.A.
 
Richard Shih
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.
 
Isaac MacDonald
Vice President
 
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023
 
Vice President
 
U.S.A.


INDEX TO EXHIBITS

Exhibit 1
Initial Articles Supplementary of American Realty Capital Hospitality Trust, Inc. filed with the State Department of Assessments and Taxation of Maryland on January 13, 2017 (incorporated by reference to Exhibit 3.1 of the Issuer’s Current Report on Form 8-K filed on January 13, 2017 (Commission File No. 000-55394)).
   
Exhibit 2
Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017, by and among American Realty Capital Hospitality Trust, Inc., American Realty Capital Hospitality Operating Partnership, LP and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on January 13, 2017 (Commission File No. 000-55394)).
   
Exhibit 3
Framework Agreement, dated as of January 12, 2017, by and among American Realty Capital Hospitality Advisors, LLC, American Realty Capital Hospitality Properties, LLC, American Realty Capital Hospitality Grace Portfolio, LLC, Crestline Hotels & Resorts, LLC, American Realty Capital Hospitality Trust, Inc., American Realty Capital Hospitality Operating Partnership, LP, American Realty Capital Hospitality Special Limited Partnership, LLC, and solely in connection with Sections 7(b), 7(d), 8, 9 and 10 through 22 (inclusive) thereto, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed on January 13, 2017 (Commission File No. 000-55394)).
   
Exhibit 4
Articles Supplementary of Hospitality Investors Trust, Inc., filed with the State Department of Assessments and Taxation of Maryland on March 31, 2017 (incorporated by reference to Exhibit 3.2 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
   
Exhibit 5
Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of March 31, 2017 (incorporated by reference to Exhibit 4.2 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
   
Exhibit 6
Ownership Limit Waiver Agreement, dated as of dated as of March 31, 2017 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
   
Exhibit 7
Registration Rights Agreement, dated as of March 31, 2017, by and among Hospitality Investors Trust, Inc., Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, American Realty Capital Hospitality Advisors, LLC and American Realty Capital Hospitality Properties, LLC (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
   
Exhibit 8
Amended and Restated Bylaws of Hospitality Investors Trust, Inc., dated as of March 31, 2017, filed with the State Department of Assessments and Taxation of Maryland on March 31, 2017 (incorporated by reference to Exhibit 3.4 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
   
Exhibit 9
Compensation Payment Agreement, dated as of March 31, 2017, by and among Hospitality Investors Trust, Inc., Lowell G. Baron, Bruce G. Wiles and BSREP II Hospitality II Board LLC (incorporated by reference to Exhibit 10.22 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).
   
Exhibit 10
Joint Filing Agreement (incorporated by reference to Exhibit 10 of the Issuer’s Current Report on Form 8-K filed on March 31, 2017 (Commission File No. 000-55394)).


Exhibit 11
First Follow-On Funding Notice dated as of January 12, 2018, by and among Hospitality Investors Trust Operating Partnership, L.P. and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (incorporated by reference to Exhibit 11 of the Issuer’s Schedule 13D/A filed on February 28, 2018 (Commission File No. 000-89944)).
   
Exhibit 12
Joint Filing Agreement (incorporated by reference to Exhibit 12 of the Issuer’s Schedule 13D/A filed on January 3, 2019 (Commission File No. 005-89944)).
   
Exhibit 13
Second Follow-On Funding Notice dated as of January 11, 2019, by and among Hospitality Investors Trust Operating Partnership, L.P. and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (incorporated by reference to Exhibit 13 of the Issuer’s Schedule 13D/A filed on February 28, 2019 (Commission File No. 005-89944)).
   
Exhibit 14
Seventeenth Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of December 24, 2020 (incorporated by reference to Exhibit 4.2 of the Issuer’s Current Report on Form 8-K filed on December 28, 2020 (Commission File No. 000-55394)).
   
Exhibit 15
Nineteenth Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of March 30, 2021 (incorporated by reference to Exhibit 10.87 of the Issuer’s annual report for the fiscal year ending December 31, 2020 on Form 10-K filed on March 30, 2021 (Commission File No. 000-55394)).
   
Exhibit 16
Twenty-First Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of May 1, 2021 (incorp orated by reference to Exhibit 4.2 of the Issuer’s Current Report on Form 8-K filed on May 3, 2021 (Commission File No. 000-55394)).
   
Exhibit 17
Twenty-Second Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of May 14, 2021 (incorporated by reference to Exhibit 10.10 of the Issuer’s Quarterly Report for the quarter ending March 31, 2021 on Form 10-Q filed on May 14, 2021 (Commission File No. 000-55394)).
   
Exhibit 18
Restructuring Support Agreement, dated May 19, 2021, by and among the Issuer, the Brookfield Investor and certain other holders and other parties signatory thereto (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on May 19, 2021 (Commission File No. 000-55394)).
   
Exhibit 19
Twenty-Third Amendment to Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P., dated as of June 30, 2021 (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K filed on July 1, 2021 (Commission File No. 000-55394)).