X0206 3 2018-12-31 0 0001583077 Hospitality Investors Trust, Inc. NONE 0001763380 Brookfield Property Master Holdings LLC BROOKFIELD PLACE 250 VESEY STREET NEW YORK NY 10281-1023 true true Redeemable Preferred Share 1 I See Explanation of Responses Common Stock, par value $0.01 14786 I See Explanation of Responses Class C Units 2018-12-31 OP Units 11767677.78 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, par value $0.01 (the "Common Stock"). This Form 3 is being filed by Brookfield Property Master Holdings LLC, a Delaware limited liability company (the "Reporting Person"). Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ("BSREP II") directly holds 11,767,677.78 units of limited partnership interests entitled "Class C Units" (the "Class C Units") in Hospitality Investors Trust Operating Partnership, L.P. ("OpCo") and owns 14,786 shares of the Common Stock, 7,210 shares of which are subject to forfeiture in respect of Lowell Baron's and Bruce Wiles's service as directors of the Issuer, through its wholly owned subsidiary BSREP II Hospitality II Board LLC, a Delaware limited liability company. BSREP II is controlled by its sole manager, Brookfield Strategic Real Estate Partners II GP L.P., a Delaware limited partnership ("BSREP II GP"). BSREP II GP is controlled by its general partner, Brookfield Strategic Real Estate Partners II GP OF GP LLC, a Delaware limited liability company ("BSREP II GP of GP"). BSREP II GP of GP is controlled by its sole member, Brookfield Property Group LLC, a Delaware limited liability company ("BPG"). BPG is controlled by its sole member, the Reporting Person. The Reporting Person is controlled by BUSC Finance LLC, a Delaware limited liability company ("BUSC Finance"). BUSC Finance is controlled by its sole member, Brookfield US Corporation, a Delaware corporation ("BUSC"). BUSC is controlled by its sole shareholder, Brookfield US Holdings Inc., a corporation formed under the laws of Ontario, Canada ("BUSHI"). (continued in footnote 4). (continued from footnote 3) BUSHI is controlled by its sole shareholder, Brookfield Holdings Canada Inc., a corporation formed under the laws of Ontario, Canada ("BHC"). BHC is controlled by its sole shareholder, Brookfield Asset Management Inc. ("BAM"), a corporation formed under the laws of Ontario, Canada. 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. On or about January 3, 2019, pursuant to an internal reorganization, BUSC is expected to merge with and into Brookfield Special Opportunities Inc., a Delaware corporation, with Brookfield Special Opportunities Inc. surviving the merger as a wholly-owned subsidiary of BUSHI and the direct parent company of BUSC Finance. The Reporting Person may be deemed to beneficially own the securities of the Issuer beneficially owned by BSREP II directly or indirectly controlled by it, but disclaims beneficial ownership of such securities, except to the extent of the 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 Person is the beneficial owner 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 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 exercised the right to cause BSREP II to purchase 716,481.11 Class C Units at a price per Class C Unit of $14.75 (the "First Follow-On Funding") on February 27, 2018. 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 purchased in the Second Follow-On Funding will be reduced by the amount of Class C Units 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, Second Follow-On Funding or the Third Follow-On Funding will reduce the amount of Class C Units purchasable pursuant to this right. (10) The Reporting Person is filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. /s/ Danielle Brody By: BROOKFIELD PROPERTY MASTER HOLDINGS LLC (10) Name: Danielle Brody Title: Vice President 2019-01-03