0000900440-21-000138.txt : 20210811 0000900440-21-000138.hdr.sgml : 20210811 20210811160406 ACCESSION NUMBER: 0000900440-21-000138 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210729 FILED AS OF DATE: 20210811 DATE AS OF CHANGE: 20210811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JIWIN STOCK CORP CENTRAL INDEX KEY: 0001478101 STATE OF INCORPORATION: X3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34087 FILM NUMBER: 211163358 BUSINESS ADDRESS: STREET 1: PLAZA INDEPENDENCIA 811, PB CITY: MONTEVIDEO STATE: X3 ZIP: 11100 BUSINESS PHONE: (5982)9021515 MAIL ADDRESS: STREET 1: PLAZA INDEPENDENCIA 811, PB CITY: MONTEVIDEO STATE: X3 ZIP: 11100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TYRUS STOCK CORP CENTRAL INDEX KEY: 0001476667 STATE OF INCORPORATION: X3 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34087 FILM NUMBER: 211163360 BUSINESS ADDRESS: STREET 1: PLAZA INDEPENDENCIA 811, PB CITY: MONTEVIDEO STATE: X3 ZIP: 11100 BUSINESS PHONE: (5982)9021515 MAIL ADDRESS: STREET 1: PLAZA INDEPENDENCIA 811, PB CITY: MONTEVIDEO STATE: X3 ZIP: 11100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Real Estate Investment Group VII L.P. CENTRAL INDEX KEY: 0001745533 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34087 FILM NUMBER: 211163359 BUSINESS ADDRESS: STREET 1: C/O JIWIN S.A. STREET 2: CAMBARA 1620 OF 202 CITY: MONTEVIDEO STATE: X3 ZIP: 0000000000 BUSINESS PHONE: 54-11-4323-7449 MAIL ADDRESS: STREET 1: C/O JIWIN S.A. STREET 2: CAMBARA 1620 OF 202 CITY: MONTEVIDEO STATE: X3 ZIP: 0000000000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EFANUR Stock Corp. CENTRAL INDEX KEY: 0001541551 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34087 FILM NUMBER: 211163361 BUSINESS ADDRESS: STREET 1: ITUZAING? 1377, PISOS 3, 4 Y 5 CITY: MONTEVIDEO STATE: X3 ZIP: 11000 BUSINESS PHONE: (598) 29150101 MAIL ADDRESS: STREET 1: ITUZAING? 1377, PISOS 3, 4 Y 5 CITY: MONTEVIDEO STATE: X3 ZIP: 11000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONDOR HOSPITALITY TRUST, INC. CENTRAL INDEX KEY: 0000929545 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521889548 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1800 WEST PASEWALK AVENUE STREET 2: SUITE 120 CITY: NORFOLK STATE: NE ZIP: 68701 BUSINESS PHONE: 4023712520 MAIL ADDRESS: STREET 1: 1800 WEST PASEWALK AVENUE STREET 2: SUITE 120 CITY: NORFOLK STATE: NE ZIP: 68701 FORMER COMPANY: FORMER CONFORMED NAME: SUPERTEL HOSPITALITY INC DATE OF NAME CHANGE: 20050601 FORMER COMPANY: FORMER CONFORMED NAME: HUMPHREY HOSPITALITY TRUST INC DATE OF NAME CHANGE: 19940906 4 1 form4.xml X0306 4 2021-07-29 0000929545 CONDOR HOSPITALITY TRUST, INC. CDOR 0001541551 EFANUR Stock Corp. ITUZAING? 1377, PISOS 3, 4 Y 5 MONTEVIDEO X3 11000 URUGUAY true true 0001476667 TYRUS STOCK CORP PLAZA INDEPENDENCIA 811, PB MONTEVIDEO X3 11100 URUGUAY true true 0001745533 Real Estate Investment Group VII L.P. C/O JIWIN S.A. CAMBARA 1620 OF 202 MONTEVIDEO X3 0000000000 URUGUAY true true 0001478101 JIWIN STOCK CORP PLAZA INDEPENDENCIA 811, PB MONTEVIDEO X3 11100 URUGUAY true true Common Stock 2021-07-29 4 M 0 1416586 0 A 4754198 D Series E Cumulative Convertible Preferred Stock 2021-07-29 4 M 0 487738 0 D Common Stock 1416586 0 D The reporting group elected to exercise its right to require the Issuer to redeem all 487,738 shares of the Series E Stock (the "Shares") held by the reporting group at a value per share equal to 130% of the $10 liquidation preference of the Shares, plus accrued and unpaid dividends, on July 29, 2021, pursuant to the terms of the Shares. The Issuer had the right to redeem the Shares with cash or by issuing shares of common stock, and a special committee of independent directors of the board of directors of the Issuer unanimously approved redemption of the Shares with shares of common stock. (Continued at Footnote 2) (Continued from Footnote 1) For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting group is deemed a Director by Deputization by virtue of its representation on the Board of Directors of the Issuer. The number of shares of common stock issued to effect redemption of the Shares equals 1,416,586 shares of common stock based on the weighted market sale price average of the common stock for the applicable thirty trading day period of $4.90 per share. This Form 4 is being filed in two parts due to the ten person reporting limitation of the electronic filing system. Part 1 is being filed by the following persons: Eduardo S. Elsztain, Consultores Assets Management, S.A., Consultores Venture Capital Limited, Cresud Sociedad Anonima Comercial Inmobiliara Financiera y Agropecuaria, Consultores Venture Capital Uruguay, SA, Agroinvestment S.A., Real Estate Strategies L.P., IRSA Inversiones y Representaciones Sociedad Anonima, IFIS Limited, and Inversiones Financieras del Sur S.A. Part 2 is being filed by the following persons: Efanur S.A., Tyrus S.A., Jiwin S.A. and Real Estate Investment Group VII L.P. /s/ Efanur S.A. by Eduardo Elsztain, Chairman of the Board 2021-08-11 /s/ Tyrus S.A. by Eduardo Elsztain, Chairman of the Board 2021-08-11 /s/ Real Estate Investment Group VII L.P. by Eduardo Elsztain, Chairman of the Board 2021-08-11 /s/ Jiwin S.A. by Eduardo Elsztain, Chairman of the Board 2021-08-11 EX-99 2 exhibitirsaform4.htm EXHIBIT
Exhibit
Explanation for responses:

This statement is being filed jointly by Mr. Eduardo S. Elsztain (“Elsztain”), Consultores Assets Management S.A. (“CAM”), Consultores Venture Capital Uruguay S.A. (“CVC Uruguay”), Agroinvestment S.A. (“Agroinvestment”), Consultores Venture Capital Ltd. (“CVC Cayman”), IFIS Limited (“IFIS”), Inversiones Financieras del Sur S.A. (“IFISA”), Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria (“Cresud”), IRSA Inversiones y Representaciones Sociedad Anónima ("IRSA"), Tyrus S.A. (“Tyrus”), Jiwin S.A. (“Jiwin”), Efanur SA (“Efanur”), Real Estate Strategies L.P. (“RES”) and Real Estate Investment Group VII, L.P. (“REIG VII” and together with Elsztain, CAM, CVC Uruguay, Agroinvestment, CVC Cayman, IFIS, IFISA, Cresud, IRSA, Tyrus, Jiwin, Efanur and RES the "Reporting Persons").

Mr. Elsztain is a citizen of the Republic of Argentina who serves as Chairman of the board of directors of each of the following companies, except for RES, IFIS and CVC Cayman:

(i)
IFIS, a limited liability company organized under the laws of Bermuda;
(ii)
IFISA, a stock corporation organized under the laws of the Republic of Uruguay;
(iii)
Cresud, a stock corporation organized under the laws of the Republic of Argentina;
(iv)
IRSA, a stock corporation organized under the laws of the Republic of Argentina;
(v)
CAM, a stock corporation company organized under the laws of Argentina;
(vi)
CVC Cayman, a stock corporation organized under the laws of Cayman Island;
(vii)
CVC Uruguay, a stock corporation organized under the laws of the Republic of Uruguay;
(viii)
Agroinvestment, a stock corporation organized under the laws of the Republic of Uruguay;
(ix)
Tyrus, a stock corporation organized under the laws of the Republic of Uruguay;
(x)
Jiwin, a stock corporation organized under the laws of the Republic of Uruguay, who serves as general partner of Real Estate Strategies L.P.;
(xi)
Efanur, a stock corporation organized under the laws of the Republic of Uruguay, who is the major limited partner of RES;
(xii)
RES, a limited partnership organized under the laws of Bermuda;
(xiii)
REIG VII, a limited partnership organized under the laws of Bermuda.

Elsztain’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; IFIS’ principal offices are located at Clarendon House, 2 Church Street, Hamilton HM 11CX Bermuda; IFISA’s principal offices are located at Ruta 8, 17,500, Edificio @1 Local 106, CP 91609 Montevideo, Republic of Uruguay; Cresud’s principal offices are located at Carlos Della Paolera 261, 9th Floor (C1001ADA), Buenos Aires, Argentina; IRSA’s principal offices are located at Carlos Della Paolera 261, 9th Floor (C1001ADA), Buenos Aires, Argentina; CAM’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; CVC Cayman’s principal offices are located at 4th Floor, Harbour Place, South Church Street, P.O. Box 10240, Grand Cayman, KYI-1002, Cayman Islands; CVC Uruguay’s principal offices are located at Ruta 8, 17,500, Edificio @1 Local 106, CP 91609 Montevideo, of the Republic of Uruguay; Agroinvestment’s principal offices are located at Zabala 1422, 2nd Floor, (11000) Montevideo, Republic of Uruguay; Tyrus’ principal offices are located at Zabala 1422 (11000), Montevideo, Republic of Uruguay, Jiwin’s principal offices are located at Zabala 1422 (11000), Montevideo, Republic of Uruguay, Efanur’s principal offices are located at Zabala 1422, (11000), Montevideo, Republic of Uruguay, RES´ principal offices are located at Clarendon House 2 Church Street, Hamilton HM CX, Bermuda and REIG VII’s principal offices are located at Clarendon House 2 Church Street, Hamilton HM CX, Bermuda.

The reported securities may be deemed to be indirectly beneficially owned by the list of entities described on the previous paragraphs except for RES whose direct beneficial ownership is listed below. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

As of July 29, 2021:


 (i)
Elsztain is the Chairman of the Board of Directors of IFISA, Cresud, CAM, CVC Uruguay, Agroinvestment, IRSA, Efanur, Jiwin and Tyrus, except for REIG VII, a company in which Jiwin (wholly owned by IRSA) is the General Partner, and RES, a company in which a company controlled by Elsztain is the General Partner;

(ii)
CVC Cayman, a company controlled by Elsztain, serves as the Investment Manager of IFIS;

(iii)
IFIS is the direct owner of 100% of the common shares of IFISA;

(iv)
IFISA directly owns the equivalent of 93,847,871 common shares of Cresud representing approximately 13.77% of Cresud’s fully diluted outstanding; Agroinvestment, a company fully owned by Elsztain, directly owns the equivalent of 97,192,970 common shares of Cresud representing approximately 14.26% of Cresud’s fully diluted outstanding; CVC Uruguay, a company controlled by Elsztain, directly owns the equivalent of 1,260 common shares of Cresud representing approximately 0.0002% of Cresud’s fully diluted outstanding and Eduardo Sergio Elsztain directly owns the equivalent of 60,094,215 common shares of Cresud representing approximately 8.82% of Cresud’s fully diluted outstanding  Neither of them directly own Common Stock;

(v)
Cresud directly and indirectly owns 62.06% of IRSA’s fully diluted outstanding; CAM, a company controlled by Elsztain, owns the equivalent of 555,775 common shares of IRSA, representing approximately 0.08% of IRSA’s fully diluted outstanding; CVC Uruguay owns the equivalent of 4,072,009 common shares of IRSA representing approximately 0.55% of IRSA’s fully diluted outstanding and Eduardo Sergio Elsztain owns the equivalent of 3,316,065 common shares of IRSA representing approximately 0.45% of IRSA’s fully diluted outstanding; Cresud does not directly own Common Stock;

(vi)
IRSA owns 100% of Tyrus’ and Efanur’s capital stock. IRSA does not directly own Common Stock;

(vii)
Tyrus owns 100% of the capital stock of Jiwin. Tyrus does not directly own Common Stock;

(viii)
Jiwin serves as general Partner of REIG VII; Jiwin does not directly own Common Stock;

(ix)
Efanur is the sole limited partner of REIG VII. Efanur owns directly 48,076 shares of Common Stock;

(x)
RES owns directly 1,562,985 Shares of Common Stock.  RES holds directly a promissory note convertible for up to 32,305 shares of Common Stock attributable to RES, subject to the 49% ownership limitation; and

(xi)
REIG VII owns directly 3,143,137 Shares of Common Stock.  REIG VII holds an interest in a promissory note convertible for up to 64,964 shares of Common Stock attributable to REIG VII, subject to the 49% ownership limitation.