Hospitality Investors Trust, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

44107J108

(CUSIP Number)

(212) 225-2000

February 27, 2018

(Date of Event which Requires Filing of this Statement)

---

 

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
	OO
5	CHECK 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
			11,210,383.22*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			11,210,383.22*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,210,383.22*
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)
	22.11%**
14	TYPE OF REPORTING PERSON
	CO

*See Item 5.

** The calculation is based on 50,708,549.22 shares of Common Stock (as defined herein) outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares (as defined below) granted to BSREP II Board (as defined below) subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer (as defined below) as described below in Item 5), as set forth in the Issuer’s Tender Offer Statement on Schedule TO (“Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”) on December 26, 2017 less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units (as defined herein) deliverable upon conversion of the Class C Units (as defined herein).

 

 

1	NAMES OF REPORTING PERSONS
	Partners Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK 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
			11,210,383.22*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			11,210,383.22*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,210,383.22*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.11%**
14	TYPE OF REPORTING PERSON
	CO

* See Item 5.

** The calculation is based on 50,708,549.22 shares of Common Stock outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares granted to BSREP II Board subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as set forth in the Issuer’s Schedule TO filed with the SEC on December 26, 2017 less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.

 

 

1	NAMES OF REPORTING PERSONS
	Brookfield Holdings Canada Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK 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
			11,210,383.22*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			11,210,383.22*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,210,383.22*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☑
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.11%**
14	TYPE OF REPORTING PERSON
	CO

* See Item 5.

** The calculation is based on 50,708,549.22 shares of Common Stock outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares granted to BSREP II Board subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as set forth in the Issuer’s Schedule TO filed with the SEC on December 26, 2017 less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.

 

 

1	NAMES OF REPORTING PERSONS
	Brookfield US Holdings Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK 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
			11,210,383.22*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			11,210,383.22*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,210,383.22*
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)
	22.11%**
14	TYPE OF REPORTING PERSON
	CO

* See Item 5.

** The calculation is based on 50,708,549.22 shares of Common Stock outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares granted to BSREP II Board subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as set forth in the Issuer’s Schedule TO filed with the SEC on December 26, 2017 less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.

 

1	NAMES OF REPORTING PERSONS
	Brookfield US Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK 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
			11,210,383.22*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			11,210,383.22*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,210,383.22*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.11%**
14	TYPE OF REPORTING PERSON
	CO

* See Item 5.

** The calculation is based on 50,708,549.22 shares of Common Stock outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares granted to BSREP II Board subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as set forth in the Issuer’s Schedule TO filed with the SEC on December 26, 2017 less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.

 

 

1	NAMES OF REPORTING PERSONS
	Brookfield Property Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK 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
			11,210,383.22*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			11,210,383.22*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,210,383.22*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.11%**
14	TYPE OF REPORTING PERSON
	OO

* See Item 5.

** The calculation is based on 50,708,549.22 shares of Common Stock outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares granted to BSREP II Board subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as set forth in the Issuer’s Schedule TO filed with the SEC on December 26, 2017 less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.

 

 

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
	OO
5	CHECK 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
			11,210,383.22*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			11,210,383.22*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,210,383.22*
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)
	22.11%**
14	TYPE OF REPORTING PERSON
	OO

* See Item 5.

** The calculation is based on 50,708,549.22 shares of Common Stock outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares granted to BSREP II Board subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as set forth in the Issuer’s Schedule TO filed with the SEC on December 26, 2017 less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.

 

 

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 (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK 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
			11,210,383.22*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			11,210,383.22*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,210,383.22*
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)
	22.11%**
14	TYPE OF REPORTING PERSON
	OO

* See Item 5.

** The calculation is based on 50,708,549.22 shares of Common Stock outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares granted to BSREP II Board subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as set forth in the Issuer’s Schedule TO filed with the SEC on December 26, 2017 less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.

 

 

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 (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK 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
			11,210,383.22*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			11,210,383.22*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,210,383.22*
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)
	22.11%**
14	TYPE OF REPORTING PERSON
	PN

* See Item 5.

** The calculation is based on 50,708,549.22 shares of Common Stock outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares granted to BSREP II Board subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as set forth in the Issuer’s Schedule TO filed with the SEC on December 26, 2017 less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.

 

 

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 (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK 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
			11,210,383.22*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			11,210,383.22*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,210,383.22*
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)
	22.11%**
14	TYPE OF REPORTING PERSON
	OO

* See Item 5.

** The calculation is based on 50,708,549.22 shares of Common Stock outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares granted to BSREP II Board subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer as described below in Item 5), as set forth in the Issuer’s Schedule TO filed with the SEC on December 26, 2017 less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of the Class C Units.

 

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on April 10, 2017 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “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 Original Schedule 13D. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

The Reporting Persons are filing this amendment to reflect their new percentage of beneficial ownership of the Issuer, which has increased as a result of (i) the issuance by the Issuer to the Brookfield Investor of 116,949.15 Class C Units on June 30, 2017, 118,443.50 Class C Units on September 29, 2017 and 119,956.95 Class C Units on December 29, 2017 as payments-in-kind for the quarterly distributions declared on Class C Units pursuant to the A&R LPA, (ii) the issuance by the Issuer to the Brookfield Investor of 716,481.11 Class C Units on February 27, 2018 in connection with the First Follow-On Funding, (iii) the issuance by the Issuer to the Brookfield Investor of 978,434.14 Class C Units on February 27, 2018 in connection with an Other Funding (as defined below) and (iv) the grant by the Issuer to BSREP II Hospitality II Board LLC, a wholly-owned subsidiary of the Brookfield Investor, of 7,576 shares of Common Stock, subject to forfeiture in respect of Lowell G. Baron’s and Bruce G. Wiles’ service as directors of the Issuer.

Item 1.

Security and Issuer

This Amendment amends and restates the entirety of Item 1 of the Original Schedule 13D as set forth below.

 

This Schedule 13D (the “Schedule 13D”) relates to the common stock of Hospitality Investors Trust, Inc. (the “Issuer” or the “Company”), par value $0.01 per share (the “Common Stock”). The principal executive office of the Issuer is located at 450 Park Avenue, Suite 1400, New York, New York, 10022.

Item 2.

Identity and Background

This Amendment amends and restates the entirety of Item 2 of the Original Schedule 13D as set forth below.

 

a.

This 13D is being filed by each of the following persons (each, a “Reporting Person”, and, collectively, the “Reporting Persons”):

i.

Brookfield Asset Management Inc. (“BAM”), a corporation formed under the laws of the Province of Ontario;

ii.

Partners Limited (“Partners Limited”), a corporation formed under the laws of the Province of Ontario that holds 867,495 class A limited voting shares of BAM, representing approximately 0.1% of such shares, and 85,120 class B limited voting shares of BAM, representing 100% of such shares;

iii.

Brookfield Holdings Canada Inc. (“BHC”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BAM;

iv.

Brookfield US Holdings Inc. (“BUSHI”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of BHC;

v.

Brookfield US Corporation (“BUSC”), a Delaware corporation and a wholly-owned subsidiary of BUSHI;

vi.

BUSC Finance LLC (“BUSC Finance”), a Delaware limited liability company and a wholly-owned subsidiary of BUSC;

 

vii.

Brookfield Property Group LLC (“BPG”), a Delaware limited liability company and a wholly-owned subsidiary of BUSC Finance;

viii.

Brookfield Strategic Real Estate Partners II GP OF GP LLC (“Ultimate GP”), a Delaware limited liability company, a wholly-owned subsidiary of BPG and the general partner of BSREP II GP (as defined below);

ix.

Brookfield Strategic Real Estate Partners II GP L.P. (“BSREP II GP”), a Delaware limited partnership and the sole manager of the Brookfield Investor (as defined below); and

x.

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the “Brookfield Investor”), a Delaware limited liability company and owner of 100% of the outstanding Class C Units of the OP (as defined below).

Schedule I with respect to BAM, Schedule II with respect to Partners Limited, Schedule III with respect to BHC, Schedule IV with respect to BUSHI, Schedule V with respect to BUSC, Schedule VI with respect to BUSC Finance, Schedule VII with respect to BPG, Schedule VIII with respect to Ultimate GP, Schedule IX with respect to BSREP II GP, and Schedule X with respect to the Brookfield Investor set forth lists of all of the directors and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each such Reporting Person.

b.

The principal business address of each of BAM, Partners Limited, BHC and BUSHI is 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. The principal address of each of BUSC, BUSC Finance, BPG, Ultimate GP, BSREP II GP and the Brookfield Investor is Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023.

Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, and Schedule X set forth the principal business address of each Scheduled Person.

c.

The principal business of BAM is to own and operate assets with a focus on property, renewable power, infrastructure and private equity. The principal business of each of Partners Limited, BHC, BUSC, BUSC Finance, BPG and BUSHI is to serve as a holding company. The principal business of each of Ultimate GP and BSREP II GP is to serve as general partner or manager, as applicable, for a variety of certain private investment vehicles, including the Brookfield Investor. The principal business of the Brookfield Investor is to serve as a special purpose entity for the purpose of making certain investments, including investments in the Company.

Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, and Schedule X set forth the principal occupation or employment of each Scheduled Person.

d.

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Scheduled Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

e.

Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, and Schedule X set forth the citizenships of each of the Scheduled Persons who is a natural person.

 

Item 4.

Purpose of Transaction

Item 4 of the Original Schedule 13D is amended by adding the following paragraph beneath the third paragraph under the subheading entitled “Follow-On Fundings”:

Pursuant to, and subject to the terms and conditions of, the SPA, the amount of Class C Units the Issuer can cause the Brookfield Investor 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 Grace Preferred Equity Interests to approximately $223.5 million, which is 716,481.11 Class C Units as of February 27, 2018. On February 27, 2018, the Issuer caused the Brookfield Investor to purchase pursuant to the First Follow-On Funding 716,481.11 Class C Units, which constitutes the Issuer’s full exercise of its right to cause the First Follow-On Funding. Pursuant to, and subject to the terms and conditions of, the SPA, as described above, on or prior to February 27, 2019, in one or more transactions, the Issuer can cause the Brookfield Investor to purchase up to an amount equal to the difference between the then-unfunded portion of the Brookfield Investor’s $400.0 million funding commitment and the then-outstanding amount of the Grace Preferred Equity Interests (each such transaction, an “Other Funding”). On February 27, 2018, the Issuer caused the Brookfield Investor to purchase pursuant to an Other Funding 978,434.14 Class C Units. As a result of the foregoing transactions, the Brookfield Investor owns 11,202,807.22 Class C Units (adjusted by .01 unit due to rounding).

 Item 4 of the Original Schedule 13D is amended by adding the following paragraphs beneath the fourth paragraph under the subheading “Distributions” under the subheading “Terms of the Class C Units”:

On June 30, 2017, the Brookfield Investor received 116,949.15 Class C Units as a payment-in-kind dividend on 9,152,542.37 Class C Units owned by the Brookfield Investor at the time of the dividend payment date in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo filed as Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed on March 31, 2017. As a result of the foregoing transactions, the Brookfield Investor owned 9,269,491.53 Class C Units (adjusted by .01 unit due to rounding) on June 30, 2017.

On September 29, 2017, the Brookfield Investor received 118,443.50 Class C Units as a payment-in-kind dividend on 9,269,491.53 Class C Units (adjusted by .01 unit due to rounding) owned by the Brookfield Investor at the time of the dividend payment date in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo. As a result of the foregoing transactions, the Brookfield Investor owned 9,387,935.02 Class C Units (adjusted by .01 unit due to rounding) on September 29, 2017.

On December 29, 2017, the Brookfield Investor received 119,956.95 Class C Units as a payment-in-kind dividend on 9,387,935.02 Class C Units (adjusted by .01 unit due to rounding) owned by the Brookfield Investor at the time of the dividend payment date in accordance with the terms of the Amended & Restated Agreement of Limited Partnership of OpCo. As a result of the foregoing transactions, the Brookfield Investor owned 9,507,891.97 Class C Units (adjusted by .01 unit due to rounding) on December 29, 2017.

Item 4 of the Original Schedule 13D is amended by adding the following paragraphs beneath the fourth paragraph under the subheading “Directors”:

BSREP II Hospitality II Board LLC, a Delaware limited liability company ("BSREP II Board"), is a wholly-owned subsidiary of the Brookfield Investor. The Brookfield Investor has the right to designate two appointees to the Board pursuant to its rights as holder of the Redeemable Preferred Share, par value $0.01 per share, of the Issuer. Lowell Grant Baron and Bruce G. Wiles serve as directors on the Board at the request of the Brookfield Investor.

On July 3, 2017, the Issuer granted BSREP II Board 7,576 shares of the Issuer's common stock, par value $0.01, subject to forfeiture (the "Restricted Shares") in respect of Mr. Baron's and Mr. Wiles's service as directors of the Issuer. The Restricted Shares vest on the earliest of (i) the date of the annual meeting of the Board in 2018; (ii) July 3, 2018; and (iii) a Change in Control, as such term is defined in the Amended and Restated Employee and Director Incentive Restricted Share Plan of the Issuer, provided that, as of each such date, BSREP II Board or its affiliate retains the right to appoint designees to the Board. The Brookfield Investor owns such 7,576 Restricted Shares through its wholly-owned subsidiary BSREP II Board.

 

Item 5.

Interest in Securities of the Issuer

This Amendment amends and restates the entirety of Item 5 of the Original Schedule 13D as set forth below.

(a), (b) The following sentences assume that there is a total of 50,708,549.22 shares of Common Stock outstanding, which includes (i) the 39,618,833 shares of Common Stock outstanding as of December 26, 2017 (which includes the 7,576 Restricted Shares granted to BSREP II Board subject to forfeiture in respect of Lowell Baron’s and Bruce Wiles’s service as directors of the Issuer), as set forth in the Issuer’s Schedule TO less the 113,091 shares of Common Stock purchased by the Issuer as set forth in the Schedule TO and (ii) 11,202,807.22 shares of Common Stock issuable upon redemption of OP Units deliverable upon conversion of Class C Units .  The Brookfield Investor directly holds 11,202,807.22 Class C Units, which are convertible into OP Units at any time at the option of the Brookfield Investor at the Conversion Price. OP Units are, in turn, generally redeemable for shares of the Common Stock on a one-for-one-basis or the cash value of a corresponding number of shares of Common Stock, at the election of the Issuer, in accordance with the terms of the A&R LPA.  The Brookfield Investor also holds 7,576 Restricted Shares through its wholly-owned subsidiary BSREP II Board. Accordingly, the Brookfield Investor may be deemed to beneficially own 11,210,383.22 shares of Common Stock as of the date hereof, which constitutes 22.11% of the outstanding Common Stock.

As sole manager of the Brookfield Investor, BSREP II GP may be deemed to beneficially own all 11,202,807.22 Class C Units and 7,576 Restricted Shares as described above owned by the Brookfield Investor. As direct and indirect controlling persons of BSREP II GP, each of BAM, Partners Limited,  BHC, BUSHI, BUSC, BUSC Finance, BPG and Ultimate GP may be deemed to share with BSREP II GP beneficial ownership of such shares of Common Stock underlying such Class C Units and such Restricted Shares.

None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock.

 (c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Stock during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not Applicable.

Item 7.

Material to Be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended to include the following:

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 (filed herewith)

 

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: February 28, 2018

 

	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Vice President, Legal Affairs and Corporate Secretary

 

 

 

 

Brookfield Asset Management Inc.

 

 

Partners Limited

 

Brookfield Holdings Canada Inc.

 

Brookfield US Holdings Inc.

 

Brookfield US Corporation

 

BUSC Finance LLC

 

Brookfield Property Group LLC

 

Brookfield Strategic Real Estate Partners II GP OF GP LLC

 

Brookfield Strategic Real Estate Partners II GP L.P.

 

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC

 

INDEX TO EXHIBITS

 

 

 

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January 12, 2018

 

VIA OVERNIGHT DELIVERY AND EMAIL

Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC

c/o Brookfield Property Group

250 Vesey Street, 15^th Floor

New York, NY 10281

Attention:  Lowell Baron

Email: lowell.baron@brookfield.com

Re:

Securities Purchase, Voting and Standstill Agreement by and among Hospitality Investors Trust, Inc. (the “Company”), Hospitality Investors Trust Operating Partnership, L.P. (“Opco”) and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the “Investor”) dated as January 12, 2017 (the “Agreement”); capitalized terms used herein and not defined shall have the meaning ascribed to them in the Agreement

 

Gentlemen:

 

This letter constitutes the First Follow-On Funding Notice pursuant to Section 3(a) of the Agreement and an Other Funding Notice pursuant to Section 3(c) of the Agreement.

 

Opco hereby requests Follow-On Fundings at which, on the terms and conditions set forth in the Agreement, Opco will sell, and the Investor will purchase, the numbers of Convertible Preferred Units for the amounts set forth below:

 

 

Opco hereby represents and warrants that (i) as of the date hereof, the Grace Preferred Outstanding Amount is $234,116,696.94 and the Grace Reduction Number is 716,481.11, and (ii) consistent with Section 10.15 of the Agreement, the proceeds from the Other Funding Closing contemplated by this combined Follow-On Funding Notice shall be used by Opco exclusively to fund contractual PIP payments and, if applicable, related lender reserves.

 

At the Subsequent Closings contemplated by this combined Follow-On Funding Notice, please send the total amount required to purchase the Convertible Preferred Units by wire transfer to Opco in accordance with the wire instructions to be provided by Opco.

 

Opco and Investor, by countersigning this combined Follow-On Funding Notice, hereby acknowledge and agree that, in accordance with Section 4 of the Agreement, the date of the Subsequent Closings contemplated by this combined Follow-On Funding Notice shall be February ---27, 2018 (which Subsequent Closings shall remain subject to the fulfillment, or to the extent permitted by applicable Law, waiver of each of the applicable conditions to such Subsequent Closings as set forth in the Agreement). This combined Follow-On Funding Notice may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format, each of which may be executed by less than all the parties, each of which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one instrument.

 

 [Signature page follows]

 

ACKNOWLEDGED AND AGREED:

BROOKFIELD STRATEGIC REAL

ESTATE PARTNERS II HOSPITALITY

REIT II LLC

cc:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attention: Steven L. Wilner and Neil Q. Whoriskey

Email: swilner@cgsh.com and nwhoriskey@cgsh.com

 

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