SEC Form SC 13D/A filed by Condor Hospitality Trust, Inc. (Amendment)
$CDOR
Real Estate Investment Trusts
Consumer Services
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Condor Hospitality Trust, Inc. (CDOR)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
20676Y403
(CUSIP Number)
Saúl Zang
Juan Manuel Quintana
Carolina Zang
Pablo Vergara del Carril
Zang, Bergel y Viñes Abogados
Florida 537, 18th Floor C1005AAK
Buenos Aires, Argentina
+54(11) 4322-0033
+54 (11) 5166-7000
(Name, Address and Telephone Number of Person authorized to Receive Notices and Communications)
July 29, 2021
(Date of Event which Requires Filing of this Statement)
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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to who copies are to be sent.
|
*
|
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).
__________________________________________________________________________________
|
CUSIP No. 20676Y403
|
Page 1 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Eduardo S. Elsztain
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
4,851,467*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
4,851,467*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,851,467*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
IN
|
||||
|
*
|
Unless otherwise noted, the Reporting Persons beneficially own 4,851,467 shares of common stock, $0.01 par value per share (“Common Stock”), consisting of (i) 3,143,137 shares of Common Stock held by Real Estate
Investment Group VII L.P., 1,562,985 shares of Common Stock held by Real Estate Strategies L.P. and 48,076 shares of Common Stock held by Efanur S.A. and (ii) 64,964 shares of Common Stock issuable upon conversion of a promissory note held for
the benefit of Real Estate Investment Group VII L.P. and 32,305 shares of Common Stock issuable upon conversion of a promissory note held by Real Estate Strategies L.P. The percentage of class shown represents the percentage based on 12,026,950
shares of Common Stock reported outstanding as of May 7, 2021 on Form 10-Q plus an additional 2,686,571 shares of Common Stock reported as issued on July 29, 2021 on Form 8-K.
|
||||
|
CUSIP No. 20676Y403
|
Page 2 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Agroinvestment S.A.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
4,851,467*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
4,851,467*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,851,467*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Refer to note at bottom of Page 1.
|
||||
|
CUSIP No. 20676Y403
|
Page 3 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
IFIS Limited
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
4,851,467*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
4,851,467*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,851,467*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Refer to note at bottom of Page 1
|
||||
|
CUSIP No. 20676Y403
|
Page 4 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Inversiones Financieras del Sur S.A.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
4,851,467*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
4,851,467*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,851,467*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Refer to note at bottom of Page 1
|
||||
|
CUSIP No. 20676Y403
|
Page 5 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Cresud Sociedad Anónima Comercial Inmobiliaria
Financiera y Agropecuaria
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
4,851,467*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
4,851,467*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,851,467*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Refer to note at bottom of Page 1.
|
||||
|
CUSIP No. 20676Y403
|
Page 6 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Helmir S.A.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
4,851,467*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
4,851,467*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,851,467*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Refer to note at bottom of Page 1.
|
||||
|
CUSIP No. 20676Y403
|
Page 7 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Consultores Venture Capital Limited
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
4,851,467*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
4,851,467*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,851,467*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Refer to note at bottom of Page 1.
|
||||
|
CUSIP No. 20676Y403
|
Page 8 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Consultores Assets Management S.A.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Argentina
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
4,851,467*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
4,851,467*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,851,467*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Refer to note at bottom of Page 1
|
||||
|
CUSIP No. 20676Y403
|
Page 9 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Consultores Venture Capital Uruguay S.A.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
4,851,467*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
4,851,467*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,851,467*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Refer to note at bottom of Page 1.
|
||||
|
CUSIP No. 20676Y403
|
Page 10 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
IRSA Inversiones y Representaciones Sociedad Anónima
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
4,851,467*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
4,851,467*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,851,467*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Refer to note at bottom of Page 1.
|
||||
|
CUSIP No. 20676Y403
|
Page 11 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Efanur S.A.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
3,256,177*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
3,256,177*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,256,177*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Efanur S.A. beneficially owns 3,256,177 shares of Common Stock, consisting of (i) 3,143,137 shares of Common Stock held by Real Estate Investment Group VII L.P. and 48,076 shares of Common Stock held directly and (ii)
64,964 shares of Common Stock issuable upon conversion of a promissory note held for the benefit of Real Estate Investment Group VII L.P. The percentage of class shown represents the percentage based on 12,026,950 shares of Common Stock
reported outstanding as of May 7, 2021 on Form 10-Q plus an additional 2,686,571 shares of Common Stock reported as issued on July 29, 2021 on Form 8-K.
|
||||
|
CUSIP No. 20676Y403
|
Page 12 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Tyrus S.A.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
3,208,101*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
3,208,101*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,208,101*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Tyrus S.A. beneficially own 3,208,101 shares of common stock, $0.01 par value per share (“Common Stock”), consisting of (i) 3,143,137 shares of Common Stock held by Real Estate Investment Group VII L.P. and (ii)
64,964 shares of Common Stock issuable upon conversion of a promissory note held for the benefit of Real Estate Investment Group VII L.P. The percentage of class shown represents the percentage based on 12,026,950 shares of Common Stock
reported outstanding as of May 7, 2021 on Form 10-Q plus an additional 2,686,571 shares of Common Stock reported as issued on July 29, 2021 on Form 8-K.
|
||||
|
CUSIP No. 20676Y403
|
Page 13 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Jiwin S.A.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
3,208,101*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
3,208,101*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,208,101*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||||
|
*
|
Jiwin S.A. beneficially own 3,208,101 shares of common stock, $0.01 par value per share (“Common Stock”), consisting of (i) 3,143,137 shares of Common Stock held by Real Estate Investment Group VII L.P. and (ii)
64,964 shares of Common Stock issuable upon conversion of a promissory note held for the benefit of Real Estate Investment Group VII L.P. The percentage of class shown represents the percentage based on 12,026,950 shares of Common Stock
reported outstanding as of May 7, 2021 on Form 10-Q plus an additional 2,686,571 shares of Common Stock reported as issued on July 29, 2021 on Form 8-K.
|
||||
|
CUSIP No. 20676Y403
|
Page 14 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Elsztain Managing Partner Limited
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
1,595,290*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
1,595,290*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,290*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
PN
|
||||
|
*
|
Elsztain Managing Partner Limited beneficially owns 1,595,290 shares of Common Stock, consisting of (i) 1,562,985 shares of Common Stock held by Real Estate Strategies L.P. and (ii) 32,305 shares of Common Stock
issuable upon conversion of a promissory note held for the benefit of Real Estate Strategies L.P. The percentage of class shown represents the percentage based on 12,026,950 shares of Common Stock reported outstanding as of May 7, 2021 on Form
10-Q plus an additional 2,686,571 shares of Common Stock reported as issued on July 29, 2021 on Form 8-K.
|
||||
|
CUSIP No. 20676Y403
|
Page 15 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Real Estate Strategies L.P.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF - WC
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
1,595,290*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
1,595,290*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,290*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
PN
|
||||
|
*
|
Real Estate Strategies L.P. beneficially owns 1,595,290 shares of Common Stock, consisting of (i) 1,562,985 shares of Common Stock and (ii) 32,305 shares of Common Stock issuable upon conversion of a promissory note.
The percentage of class shown represents the percentage based on 12,026,950 shares of Common Stock reported outstanding as of May 7, 2021 on Form 10-Q plus an additional 2,686,571 shares of Common Stock reported as issued on July 29, 2021 on
Form 8-K.
|
||||
|
CUSIP No. 20676Y403
|
Page 16 of 27
|
||||
|
1.
|
NAME OF REPORTING PERSON
Real Estate Investment Group VII L.P.
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||||
|
3.
|
SEC USE ONLY
|
||||
|
4.
|
SOURCE OF FUNDS
AF
|
||||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|||
|
8.
|
SHARED VOTING POWER
3,208,101*
|
||||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10.
|
SHARED DISPOSITIVE POWER
3,208,101*
|
||||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,208,101*
|
||||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
||||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%*
|
||||
|
14.
|
TYPE OF REPORTING PERSON
PN
|
||||
|
*
|
Real Estate Investment Group VII L.P. beneficially owns 3,208,101 shares of Common Stock, consisting of (i) 3,143,137 shares of Common Stock and (ii) 64,964 shares of Common Stock issuable upon conversion of a
promissory note held for its benefit. The percentage of class shown represents the percentage based on 12,026,950 shares of Common Stock reported outstanding as of May 7, 2021 on Form 10-Q plus an additional 2,686,571 shares of Common Stock
reported as issued on July 29, 2021 on Form 8-K.
|
||||
|
CUSIP No. 20676Y403
|
Page 17 of 27
|
Item 1. Security and Issuer
This Amendment No. 10 amends and supplements the statement on Schedule 13D (the “Statement”) originally filed with the Securities and Exchange Commission on February 13, 2012, and as amended on
February 17, 2012, and as amended on June 18, 2014 and as amended on March 23, 2016, and as amended on January 27, 2017, and as amended on February 28, 2017, and as amended on April 7, 2017, and as amended on July 3, 2018, and as amended on July 26,
2019, and as amended on December 9, 2020, 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”), Helmir S.A. (Helmir), IRSA Inversiones y Representaciones
Sociedad Anónima (“IRSA”), Tyrus S.A. (“Tyrus”), Jiwin S.A. (“Jiwin”), Efanur SA (“Efanur”) and Real Estate Strategies L.P. (“RES” and together with Elsztain, CAM, CVC Uruguay, Agroinvestment, CVC Cayman, IFIS, IFISA, Cresud, IRSA, Tyrus, Jiwin, EMP,
Efanur and Real Estate Investment Group VII, L.P. (“REIG VII”), which is joining as a reporting person on this Statement, the “Reporting Persons”) relating to the common stock, par value $0.01 per share (the “Common Stock”) of Condor Hospitality Trust,
Inc., a Maryland corporation (“Condor”) beneficially owned by the Reporting Persons. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement. From and after the date
hereof, all references in the Statement to the Statement or terms of similar import shall be deemed to refer to the Statement as amended and supplemented hereby. Information regarding the ownership of Common Stock set forth herein is as of the close of
business on July 29, 2021. The address of the principal executive offices of Condor is 1800 W. Pasewalk Avenue, Suite 120, Norfolk, Nebraska 68701.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
Exercise of Put Rights in Respect of Series E Stock
RES and REIG VII delivered a put right notice to the Issuer (the “Put Right Notice”) effective June 29, 2021 pursuant to which each elected to exercise their right to require the Issuer to redeem
161,986 shares of the Series E Stock held by RES and 325,752 shares of Series E Stock (collectively the “Shares”) 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.
On July 1, 2021, a special committee of independent directors of the board of directors of the Issuer unanimously approved redemption of the Shares pursuant to the Put Right Notice, subject to the Put Right Notice not being revoked. On July 29, 2021,
the Issuer issued 470,472 shares of Common Stock to RES and 945,114 shares of Common Stock to REIG VII to effect the redemption of the Shares.
Item 5. Interests in
Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Amendment No. 9 is incorporated by reference in its entirety into this Item 5.
The Reporting Persons beneficially own, in the aggregate, 4,851,467 shares of Common Stock consisting of (i) 4,754,198 shares of Common Stock and (ii) 97,269 shares of Common Stock issuable on conversion of a convertible
promissory note in $1,011,599 principal amount, at a conversion price of $10.40 per share of Common Stock. The Reporting Persons also own the Note, which, at the occurrence of specified events that are outside the control of the Reporting Persons, may
be convertible into 1,111,823 shares of Common Stock issuable upon conversion of the Note.
|
(i)
|
Elsztain is the Chairman of the Board of Directors of IFISA, Cresud, CAM, CVC Uruguay, Agroinvestment, IRSA, Efanur, Jiwin and Tyrus, except for RES and REIG VII, a company in which Jiwin (a company wholly owned by IRSA) is the General
Partner;
|
|
CUSIP No. 20676Y403
|
Page 18 of 27
|
|
(ii)
|
As of the date of this report, Elsztain holds (through companies controlled by him and proxies) a majority of the voting power in IFIS Ltd. Elsztain also owns 100% of Agroinvestment and 85% of CAM which owns 100% of CVC Uruguay, which in
turn owns 0.0002% of Cresud’s shares, 1.03% of IRSA shares and 100% of CVC Cayman. None of these companies directly own Common Stock. As of that same date, Elsztain directly owns the equivalent of 490,452 common shares of the outstanding equity
capital of Cresud, representing approximately 0.10% of Cresud’s issued and outstanding common shares;
|
|
(iii)
|
CVC Cayman serves as the Investment Manager of IFIS;
|
|
(iv)
|
IFIS is the direct owner of 100% of the common shares of IFISA;
|
|
(v)
|
IFISA directly owns the equivalent of 73,897,991 common shares of Cresud representing approximately 14.73% of Cresud’s issued and outstanding common shares; in addition, FISA keeps the voting power over 1.49% of Cresud shares until February
18, 2021 or until the shares are sold to a third party, Agroinvestment directly owns the equivalent of 103,087,210 common shares of Cresud representing approximately 20.55% of Cresud’s issued and outstanding common shares. Neither IFISA nor
Agroinvestment directly own Common Stock;
|
|
(vi)
|
Cresud directly and indirectly owns 62.06% of IRSA’s common shares. Cresud does not directly own Common Stock;
|
|
(vii)
|
IRSA owns 100% of Tyrus’ and Efanur’s capital stock. IRSA does not directly own Common Stock;
|
|
(viii)
|
Tyrus owns 100% of the capital stock of Jiwin. Tyrus does not directly own Common Stock;
|
|
(ix)
|
Jiwin serves as general Partner of REIG VII; Jiwin does not directly own Common Stock;
|
|
(x)
|
EMP serves as general Partner of RES; EMP does not directly own Common Stock;
|
|
(xi)
|
Efanur is the sole limited partner of REIG VII. Efanur owns directly 48,076 shares of Common Stock;
|
|
(xii)
|
RES owns directly 1,562,985 Shares of Common Stock of Condor. 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
|
|
(xiii)
|
REIG VII owns directly 2,197,023 Shares of Common Stock of Condor. 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.
|
Given the foregoing, as of July 29, 2021, the Reporting Persons may be deemed to be currently the beneficial owners of 4,851,467 shares of Common Stock, representing approximately 32.3% of the voting
stock of Condor.
|
(b)
|
|
Item 5(a) is incorporated herein by reference.
|
|
(d)-(e)
|
|
Not applicable.
|
|
CUSIP No. 20676Y403
|
Page 19 of 27
|
Schedule A
Eduardo S. Elsztain
Bolívar 108, 1st floor
(1066) Buenos Aires
Republic of Argentina
Citizen of Argentina
Directors of IFIS Limited
|
1.
|
|
Eduardo S. Elsztain
Director
Clarendon House, 2, Church Street,
Hamilton, HM 11CX
Bermuda.
Citizen of Argentina
|
|
3.
|
|
Mariana Renata Carmona de Elsztain
Director
Clarendon House, 2, Church Street,
Hamilton, HM 11CX,
Bermuda.
Citizen of Argentina
|
|
2.
|
|
Saul Zang
Director
Clarendon House, 2, Church Street,
Hamilton, HM 11CX,
Bermuda.
Citizen of Argentina
|
|
4.
|
|
Alejandro Gustavo Elsztain
Director
Clarendon House, 2, Church Street,
Hamilton, HM 11CX Bermuda.
Citizen of Argentina
|
Directors of Consultores Venture Capital Uruguay S.A.
|
1.
|
|
Eduardo S. Elsztain (Chairman)
Director
Ruta 8K 17.500 Edificio@3 Local 003,
CP 91609 Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
3.
|
|
Olga Stirling
Director
Ruta 8K 17.500 Edificio@3 Local 003,
CP 91609 Montevideo
Citizen of Uruguay
|
|
2.
|
|
Martin Polak
Director
Ruta 8K 17.500 Edificio@3 Local 003,
CP 91609 Montevideo
Citizen of Uruguay
|
|
4.
|
|
Saul Zang
Director
Ruta 8K 17.500 Edificio@3 Local 003,
CP 91609 Montevideo
Citizen of Argentina
|
|
CUSIP No. 20676Y403
|
Page 20 of 27
|
Directors of Consultores Assets Management S.A.
|
1.
|
|
Eduardo S. Elsztain (Chairman)
Director
Bolívar 108, 1st floor
(1066) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
3.
|
|
Mariana Renata Carmona de Elsztain
First BVice President
Bolívar 108, 1st floor
(1066) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
2.
|
|
Saul Zang
Second Vice President
Bolívar 108, 1st floor
(1066) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
4.
|
|
Ilan Ariel Elsztain
Alternate Director
Bolívar 108, 1st floor
(1066) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
Directors of Consultores Venture Capital Limited
|
1.
|
|
Eduardo S. Elsztain (Chairman)
Director
4th Floor, Harbour Place, South Church Street
P.O. Box 10240
Grand Cayman, KY1-1002, Cayman Islands
Citizen of Argentina
|
|
2.
|
|
Saul Zang
Director
4th Floor, Harbour Place, South Church Street,
P.O.Box 10240
Grand Cayman, KY1-1002, Cayman Islands
Citizen of Argentina
|
Directors of Inversiones Financieras del Sur S.A.
|
1.
|
|
Eduardo S. Elsztain
Chairman of the Board
Zabala 1422, 2nd floor
(11500) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
3.
|
|
Martin Polak
Director
Zabala 1422, 2nd floor
(11500) Montevideo
Citizen of Uruguay
|
|
2.
|
|
Saúl Zang
Director
Zabala 1422, 2nd floor
(11500) Montevideo
Citizen of Argentina
|
|
4.
|
|
Olga Stirling
Director
Zabala 1422, 2nd floor
(11500) Montevideo
Citizen of Uruguay
|
|
CUSIP No. 20676Y403
|
Page 21 of 27
|
Directors of Agroinvestment S.A.
|
1.
|
|
Eduardo S. Elsztain
Chairman of the Board
Zabala 1422, 2nd Floor
(11000) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
3.
|
|
Olga Stirling
Director
Zabala 1422, 2nd Floor
(11000) Montevideo
Citizen of Uruguay
|
|
2.
|
|
Mariana Renata Carmona de Elsztain
Director
Zabala 1422, 2nd Floor
(11000) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
|
||
Directors and Executive Officers of
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria
Directors
|
1.
|
|
Eduardo Sergio Elsztain
Chairman
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
9.
|
|
Mariana Renata Carmona
Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA)Buenos Aires
Republic of Argentina
Citizen of Argentina
|
||||
|
2.
|
|
Saúl Zang
First Vicepresident
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
10.
|
|
Jorge Oscar Fernández
Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
||||
|
3.
|
|
Alejandro Gustavo Elsztain
Second Vicepresident
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
11.
|
|
Fernando Adrián Elsztain
Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
||||
|
CCUSIP No. 20676Y403
|
Page 22 of 27
|
|||||||||
|
4.
|
|
Gabriel Adolfo Reznik
Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
12.
|
|
Pedro Damaso Labaqui Palácio
Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
||||
|
5.
|
Liliana Irene Glikin
Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
13.
|
Gastón Armando Lernoud
Alternate Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|||||||
|
6.
|
Alejandro Casaretto
Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA)Buenos Aires
Republic of Argentina
Citizen of Argentina
|
14.
|
Ilan Ariel Elsztain
Alternate Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|||||||
|
7.
|
María Gabriela Macagni
Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA)Buenos Aires
Republic of Argentina
Citizen of Argentina
|
15.
|
Enrique Antonini
Alternate Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|||||||
|
8.
|
Alejandro Mario Bartolomè
Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA)Buenos Aires
Republic of Argentina
Citizen of Argentina
|
16.
|
Eduardo Kalpakian
Alternate Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|||||||
|
17.
|
Iair Elsztain
Alternate Director
Carlos Della Paolera 261, 9th Floor
(C1001ADA)Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|||||||||
Senior Management
|
1.
|
|
Alejandro Gustavo Elsztain
Chief Executive Officer
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
3.
|
|
Carlos Blousson
General Manager for Argentina & Bolivia Operations
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
2.
|
|
Matías Iván Gaivironsky
Chief Financial Officer
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
||
|
CUSIP No. 20676Y403
|
Page 23 of 27
|
Directors and Executive Officers of
IRSA Inversiones y Representaciones Sociedad Anónima
Directors
|
1.
|
|
Eduardo Sergio Elsztain
Chairman
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
9.
|
|
Mauricio Wior
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
2.
|
|
Saul Zang
First Vicepresident
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
10.
|
|
María Julia Bearzi
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
3.
|
|
Alejandro Gustavo Elsztain
Second Vicepresident
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
11.
|
|
Demian Brener
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
4.
|
|
Fernando Adrián Elsztain
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
12.
|
|
Liliana Luisa De Nadai
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
5.
|
|
Oscar Pedro Bergotto
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
13.
|
|
Ben Iosef Elsztain
Alternate Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
6.
|
|
Cedric D. Bridger
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
14.
|
|
Enrique Antonini
Alternate Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
CUSIP No. 20676Y403
|
Page 24 of 27
|
|
7.
|
Daniel R. Elsztain
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
15.
|
Iair Elsztain
Alternate Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|||
|
8.
|
Marcos Moisés Fishman
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
16.
|
Gastón Armando Lernoud
Alternate Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|||
|
|
17.
|
Gabriel Adolfo Gregorio Reznik
Alternate Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
||||
|
18.
|
David William
Alternate Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of United States of America
|
Senior Management
|
1.
|
|
Eduardo Sergio Elsztain
Chief Executive Officer
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
3.
|
|
Daniel R. Elsztain
Chief Executive Officer Real Estate Business
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
2.
|
|
Matías Iván Gaivironsky
Chief Financial Officer
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
4.
|
|
Arnaldo Jawerbaum
Investment Manager
Carlos Della Paolera 261, 9th Floor
(C1001ADA) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
CUSIP No. 20676Y403
|
Page 25 of 27
|
Tyrus S.A.
|
1.
|
|
Eduardo S. Elsztain
Chairman of the Board
Colonia 810, Of. 403
(11000) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
3.
|
|
Alejandro Gustavo Elsztain
Director
Colonia 810, Of. 403
(11000) Montevideo
Citizen of Uruguay
|
|
2.
|
|
Saúl Zang
Director
Colonia 810, Of. 403
(11000) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
4.
|
|
Olga Stirling
Director
Colonia 810, Of. 403
(11000) Montevideo
Citizen of Uruguay
|
Jiwin S.A.
|
1.
|
|
Eduardo S. Elsztain
Chairman of the Board
Colonia 810, Of. 403
(11000) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
3.
|
|
Alejandro Gustavo Elsztain
Director
Colonia 810, Of. 403
(11000) Montevideo
Citizen of Uruguay
|
|
2.
|
|
Saúl Zang
Director
Colonia 810, Of. 403
(11000) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
4.
|
|
Olga Stirling
Director
Colonia 810, Of. 403
(11000) Montevideo
Citizen of Uruguay
|
Efanur S.A.
|
1.
|
|
Eduardo S. Elsztain
Chairman of the Board
Colonia 810, Of. 403
(11000) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
3.
|
|
Alejandro Gustavo Elsztain
Director
Colonia 810, Of. 403
(11000) Montevideo
Citizen of Uruguay
|
|
2.
|
|
Saúl Zang
Director
Colonia 810, Of. 403
(11000) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
4.
|
|
Olga Stirling
Director
Colonia 810, Of. 403
(11000) Montevideo
Citizen of Uruguay
|
|
CUSIP No. 20676Y403
|
Page 26 of 27
|
Directors of Helmir S.A.
|
1.
|
|
Eduardo S. Elsztain (Chairman)
Director
Zabala 1422
Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
3.
|
|
Olga Stirling
Director
Zabala 1422
Montevideo
Republic of Uruguay
Citizen of Uruguay
|
|
2.
|
|
Alejandro Gustavo Elsztain
Second Vice Chairman
Zabala 1422
Montevideo
Republic of Uruguay
Citizen of Uruguay
|
|
4.
|
|
Saul Zang
Vice Chairman
Zabala 1422
Montevideo
Republic of Uruguay
Citizen of Argentina
|
Directors of Elsztain Managing Partners Ltd.
|
1.
|
|
Eduardo S. Elsztain
President
Wickhams Cay, P.O. Box 662 Road Town
Tortola
British Virgin Islands
Citizen of Argentina
|
|
2.
|
|
Saul Zang
Sole Director
Wickhams Cay, P.O. Box 662 Road Town
Tortola
British Virgin Islands
Citizen of Argentina
|
|
CUSIP No. 20676Y403
|
Page 27 of 27
|
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.
DATED: August 11, 2021
|
Eduardo S. Elsztain
|
|
|
Consultores Assets Management S.A.
|
|||||
|
By:
|
|
/s/ Eduardo S. Elsztain |
|
|
By:
|
|
/s/ Eduardo S. Elsztain | |
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
|
|
|
Title:
|
|
Chairman of the Board
|
|||
|
IFIS Limited
|
|
|
Consultores Venture Capital Limited
|
|||||
|
By:
|
|
/s/ Eduardo S. Elsztain |
|
|
By:
|
|
/s/ Eduardo S. Elsztain | |
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
Title:
|
|
Director of the Board
|
|
|
Title:
|
|
Director of the Board
|
|
|
Inversiones Financieras del Sur S.A.
|
|
|
Cresud Sociedad Anónima Comercial,
Inmobiliaria, Financiera y Agropecuaria
|
|||||
|
By:
|
|
/s/ Eduardo S. Elsztain |
|
|
By:
|
|
/s/ Eduardo S. Elsztain | |
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
Title:
|
|
Chairman of the Board
|
|
|
Title:
|
|
Chairman of the Board
|
|
|
Consultores Venture Capital Uruguay
|
|
|
Efanur S.A.
|
|||||
|
By:
|
|
/s/ Eduardo S. Elsztain |
|
|
By:
|
|
/s/ Eduardo S. Elsztain | |
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
Title:
|
|
Chairman of the Board
|
|
|
Title:
|
|
Chairman of the Board
|
|
|
Tyrus S.A.
|
|
|
Agroinvestment S.A.
|
|||||
|
By:
|
|
/s/ Eduardo S. Elsztain |
|
|
By:
|
|
/s/ Eduardo S. Elsztain | |
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
Title:
|
|
Chairman of the Board
|
|
|
Title:
|
|
Chairman of the Board
|
|
|
Real Estate Strategies L.P.
|
|
|
Jiwin S.A.
|
|||||
|
By:
|
|
Jiwin S.A., its general partner
|
|
|
By:
Name:
Title:
|
|
/s/ Eduardo S. Elsztain | |
|
By:
|
|
/s/ Eduardo S. Elsztain |
|
|
|
Eduardo S. Elsztain
Chairman of the Board
|
||
|
Name:
|
|
Eduardo S. Elsztain
|
|
|
|
|||
|
Title:
|
|
Chairman of the Board
|
|
|
|
|||
|
Irsa Inversiones y Representaciones Sociedad Anonima
|
|
|
Real Estate Investment Group VII, L.P.
By: Jiwin S.A., its general partner
|
|||||
|
By:
|
|
/s/ Eduardo S. Elsztain |
|
|
By:
|
|
/s/ Eduardo S. Elsztain | |
|
Name:
Title:
|
|
Eduardo S. Elsztain
Chairman of the Board
|
|
|
Name:
Title:
|
|
Eduardo S. Elsztain
Chairman of the Board
|
|
|
Helmir S.A.
|
Elsztain Managing Partners Ltd
|
|||||||
|
By:
|
/s/ Eduardo S. Elsztain |
By:
|
/s/ Eduardo S. Elsztain | |||||
|
Name:
|
Eduardo S. Elsztain
|
Name:
|
Eduardo S. Elsztain
|
|||||
|
Title:
|
Director
|
Title:
|
President
|
|||||