SEC Form SC 13D/A filed by Brookfield Finance Inc. (Amendment)

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)*

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

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. ☐

(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).

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)				☐
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.

*	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.

*	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.

 

*	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.

*	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.

 

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 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”).

 

As of the Effective Date, pursuant to the Plan, among other things:

 

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 is hereby amended and restated to read as follows:

 

(c)

None.

(d)	Not Applicable.

(e)	Not Applicable.

 

 

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.

	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

BAM Class B Partners Inc., as trustee of BAM Partners Trust

Brookfield Holdings Canada Inc.

Brookfield US Holdings Inc.

Brookfield US Inc.

BUSC Finance LLC

Brookfield Property Master Holdings 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