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. 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)
|
|
< div style="font-family: ;text-align: left">☐ | ||
|
|
||||
|
|
||||
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
div>
|
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)).
|