0001140361-17-015450.txt : 20170410
0001140361-17-015450.hdr.sgml : 20170410
20170410170023
ACCESSION NUMBER: 0001140361-17-015450
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170331
FILED AS OF DATE: 20170410
DATE AS OF CHANGE: 20170410
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Strategic Real Estate Partners II GP L.P
CENTRAL INDEX KEY: 0001702617
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 17754094
BUSINESS ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Property Group LLC
CENTRAL INDEX KEY: 0001680278
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 17754096
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 250 VESEY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10281-1023
BUSINESS PHONE: 212 417 7000
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 250 VESEY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10281-1023
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BUSC Finance LLC
CENTRAL INDEX KEY: 0001702556
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 17754097
BUSINESS ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield US Corp
CENTRAL INDEX KEY: 0001504721
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 17754098
BUSINESS ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 416 956-5812
MAIL ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Holdings Canada Inc.
CENTRAL INDEX KEY: 0001540230
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 17754100
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416 956 5812
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: Brookfield Holdings Canada
DATE OF NAME CHANGE: 20120123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Partners Ltd
CENTRAL INDEX KEY: 0001540229
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 17754101
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416 956 5812
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC.
CENTRAL INDEX KEY: 0001001085
STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 17754102
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: A6 M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: A6 M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN CORP/
DATE OF NAME CHANGE: 20010321
FORMER NAME:
FORMER CONFORMED NAME: EDPERBRASCAN CORP
DATE OF NAME CHANGE: 19970904
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN LTD
DATE OF NAME CHANGE: 19950919
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Strategic Real Estate Partners II GP of GP LLC
CENTRAL INDEX KEY: 0001702615
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 17754095
BUSINESS ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield US Holdings Inc.
CENTRAL INDEX KEY: 0001504722
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 17754099
BUSINESS ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 416 956-5812
MAIL ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC
CENTRAL INDEX KEY: 0001702614
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55394
FILM NUMBER: 17754093
BUSINESS ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-7000
MAIL ADDRESS:
STREET 1: C/O BROOKFIELD PROPERTY GROUP
STREET 2: 250 VESEY STREET, 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Hospitality Investors Trust, Inc.
CENTRAL INDEX KEY: 0001583077
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 800943668
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3950 UNIVERSITY DRIVE
CITY: FAIRFAX
STATE: VA
ZIP: 22030
BUSINESS PHONE: (571) 529-6390
MAIL ADDRESS:
STREET 1: 3950 UNIVERSITY DRIVE
CITY: FAIRFAX
STATE: VA
ZIP: 22030
FORMER COMPANY:
FORMER CONFORMED NAME: American Realty Capital Hospitality Trust, Inc.
DATE OF NAME CHANGE: 20130801
3
1
form3.xml
FORM 3
X0206
3
2017-03-31
0
0001583077
Hospitality Investors Trust, Inc.
NONE
0001001085
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
true
0001540229
Partners Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
true
0001540230
Brookfield Holdings Canada Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
true
0001504722
Brookfield US Holdings Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
A6 M5J 2T3
ONTARIO, CANADA
true
true
0001504721
Brookfield US Corp
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
0001702556
BUSC Finance LLC
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
0001680278
Brookfield Property Group LLC
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
0001702615
Brookfield Strategic Real Estate Partners II GP of GP LLC
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
0001702617
Brookfield Strategic Real Estate Partners II GP L.P
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
0001702614
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC
BROOKFIELD PLACE
250 VESEY STREET
NEW YORK
NY
10281-1023
true
true
Redeemable Preferred Share
1
I
See Explanation of Responses
Class C Units
2017-03-31
OP Units
9152542.37
I
See Explanation of Responses
Put Option (obligation to buy)
2018-01-03
2018-02-27
Class C Units
1317808.04
I
See Explanation of Responses
Put Option (obligation to buy)
2019-01-03
2019-02-27
Class C Units
16470350.41
I
See Explanation of Responses
Put Option (obligation to buy)
2017-03-31
2019-02-27
Class C Units
1495751.28
I
See Explanation of Responses
Call Option (right to buy)
2018-02-27
2019-02-27
Class C Units
17966101.7
I
See Explanation of Responses
BSREP II (as defined below) purchased one share of a new series of preferred stock of the Issuer entitled "Redeemable Preferred Share", par value $0.01 per share (the "Redeemable Preferred Share"), for a nominal purchase price of $22.00. The Redeemable Preferred Share entitles BSREP II to elect two directors, as well as to approve (such approval not to be unreasonably withheld, conditioned or delayed) two additional independent directors to be recommended and nominated by the Issuer's board of directors for election by the Issuer's stockholders at each annual meeting. The Redeemable Preferred Share is not convertible into the Issuer's common stock.
This Form 3 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Brookfield Asset Management Inc., a corporation formed under the laws of Ontario, Canada ("BAM"); (ii) Partners Limited, a corporation formed under the laws of Ontario, Canada ("Partners Limited"); (iii) Brookfield Holdings Canada Inc., a corporation formed under the laws of Ontario, Canada ("BHC"); (iv) Brookfield US Holdings Inc., a corporation formed under the laws of Ontario, Canada ("BUSHI"); (v) Brookfield US Corporation, a Delaware corporation ("BUSC"); (vi) BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance") (vii) Brookfield Property Group LLC, a Delaware limited liability company ("BPG"); (continued in footnote 3)
(continued from footnote 2) (viii) Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"); (ix) Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"); and (x) Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II"), which directly holds 9,152,542.37 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo").
BSREP II is controlled by its sole manager, BSREP II GP. BSREP II GP is controlled by its general partner, BSREP II GP of GP. BSREP II GP of GP is controlled by its sole member, BPG. BPG is controlled by its sole member, BUSC Finance. BUSC Finance is controlled by its sole member, BUSC. BUSC is controlled by its sole shareholder, BUSHI. BUSHI is controlled by its sole shareholder, BHC. BHC is controlled by its sole shareholder, BAM. Partners Limited holds 867,495 class A limited voting shares of BAM, representing approximately 0.1% of such shares, and 85,120 class B limited voting shares of BAM, representing 100% of such shares.
Each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by the Reporting Persons directly or indirectly controlled by it, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Class C Units of OpCo generally are convertible into units of limited partnership interests in OpCo entitled "OP Units" ("OP Units") at any time at the option of BSREP II at an initial conversion price of $14.75, subject to customary anti-dilution adjustments upon the occurrence of certain events and transactions. OP Units, in turn, generally are redeemable for shares of the Issuer's Common Stock on a one-for-one-basis or the cash value of a corresponding number of shares of Common Stock, at the election of the Issuer, in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo. Neither the Class C Units nor OP Units has an expiration date.
Pursuant to, and subject to the terms and conditions of, the Securities Purchase, Voting and Standstill Agreement, dated as of January 12, 2017 (the "SPA"), the Issuer has the right to cause BSREP II to purchase up to 1,317,808.04 additional Class C Units at a price per Class C Unit of $14.75 (the "First Follow-On Funding"). The amount of Class C Units the Issuer can cause BSREP II to purchase in the First Follow-On Funding is limited to the number of Class C Units that would be sufficient to reduce, upon redemption, the outstanding preferred equity interests of two indirect subsidiaries of the Issuer previously issued to finance a portion of the purchase price of certain hotels acquired in February 2015 (the "Grace Preferred Equity Interests") to $223.5 million, which is 1,317,808.04 Class C Units as of the date of this filing.
Pursuant to, and subject to the terms and conditions of, the SPA, the Issuer has the right to cause BSREP II to purchase up to 16,470,350.41 additional Class C Units at a price per Class C Unit of $14.75 (the "Second Follow-On Funding"). The amount of Class C Units the Issuer can cause BSREP II to purchase in the Second Follow-On Funding is limited to the number of Class C Units that would be sufficient to fully redeem all outstanding Grace Preferred Equity Interests, which is 16,470,350.41 Class C Units as of the date of this filing. The amount of Class C Units reported assumes zero Class C Units are acquired in the First Follow-On Funding. The amount of Class C Units purchased in the Second Follow-On Funding will be reduced by the amount of Class C Units purchased in the First Follow-On Funding if any Class C Units are purchased in the First Follow-On Funding.
Pursuant to, and subject to the terms and conditions of, the SPA, the Issuer has the right to cause BSREP II to purchase, in one or more transactions, up to 1,495,751.28 additional Class C Units at a price per Class C Unit of $14.75 (the "Third Follow-On Funding"). The amount of Class C Units the Issuer can cause BSREP II to purchase in the Third Follow-On Funding is limited to the number of Class C Units with an aggregate price equal to the difference between the then-unfunded portion of BSREP II's $400.0 million funding commitment and the outstanding amount of Grace Preferred Equity Interests.
Pursuant to, and subject to the terms and conditions of, the SPA, BSREP II has the right to purchase, in one or more transactions, up to 17,966,101.70 additional Class C Units at a price per Class C Unit of $14.75. The amount of Class C Units BSREP II can purchase is limited to the number of Class C Units with an aggregate price equal to the then-unfunded portion of BSREP II's $400.0 million funding commitment. Purchases of Class C Units in the First Follow-On Funding, the Second Follow-On Funding or the Third Follow-On Funding will reduce the amount of Class C Units purchasable pursuant to this right.
(11) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.
/s/ A.J. Silber
By: BROOKFIELD ASSET MANAGEMENT INC. (10)
Name: A.J. Silber
Title: Vice President, Legal Affairs and Corporate Secretary
2017-04-10
/s/ Brian Lawson
By: PARTNERS LIMITED (10)
Name: Brian Lawson
Title: President
2017-04-10
/s/ A.J. Silber
By: BROOKFIELD HOLDINGS CANADA INC. (10)
Name: A.J. Silber
Title: Vice President
2017-04-10
/s/ A.J. Silber
By: BROOKFIELD US HOLDINGS INC. (10)
Name: A.J. Silber
Title: Vice President
2017-04-10
/s/ Josh Zinn
By: BROOKFIELD US CORPORATION (10)
Name: Josh Zinn
Title: Vice President
2017-04-10
/s/ Melissa Lang
By: BROOKFIELD PROPERTY GROUP LLC (10)
Name: Melissa Lang
Title: Vice President and Secretary
2017-04-10
/s/ Josh Zinn
By: BUSC FINANCE LLC (10)
Name: Josh Zinn
Title: Vice President
2017-04-10
/s/ Melissa Lang
By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC (10)
Name: Melissa Lang
Title: Vice President and Secretary
2017-04-10
/s/ Melissa Lang
By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP L.P. (10)
By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II GP OF GP LLC, its general partner
Name: Melissa Lang
Title: Vice President and Secretary
2017-04-10
/s/ Melissa Lang
By: BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC (10)
Name: Melissa Lang
Title: Vice President and Secretary
2017-04-10