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. 9)*
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)
November
18, 2020
(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
29
|
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
3,787,166*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,787,166*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,787,166*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
30.4%*
|
14.
|
TYPE OF REPORTING PERSON
IN
|
*
|
Unless otherwise noted, the Reporting
Persons beneficially own 3,787,164 shares of common stock, $0.01
par value per share (“Common Stock”), consisting of (i) 2,197,023
shares of Common Stock held by Real Estate Investment Group VII
L.P., 1,092,513 shares of Common Stock held by Real Estate
Strategies L.P. and 48,076 shares of Common Stock held by Efanur
S.A., (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.
and (iii) 352,283 shares of Common Stock which would be received
upon the conversion of the 487,738 shares of Series E Cumulative
Convertible Preferred Stock (“Series E Stock”), which is
convertible at the option of the holders. The percentage of class
shown represents the percentage based on 12,015,686 shares of
Common Stock outstanding as of November 15, 2020.
|
CUSIP No. 20676Y403
|
Page 2 of
29
|
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
3,787,166*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,787,166*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,787,166*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
30.4%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Refer to note at bottom of Page
1.
|
CUSIP No. 20676Y403
|
Page 3 of
29
|
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
3,787,166*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,787,166*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,787,166*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
30.4%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Refer to note at bottom of Page
1
|
CUSIP No. 20676Y403
|
Page 4 of
29
|
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
3,787,166*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,787,166*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,787,166*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
30.4%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Refer to note at bottom of Page
1
|
CUSIP No. 20676Y403
|
Page 5 of
29
|
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
3,787,166*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,787,166*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,787,166*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
30.4%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Refer to note at bottom of Page
1.
|
CUSIP No. 20676Y403
|
Page 6 of
29
|
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
3,787,166*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,787,166*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,787,166*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
30.4%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Refer to note at bottom of Page
1.
|
CUSIP No. 20676Y403
|
Page 7 of
29
|
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
3,787,166*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,787,166*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,787,166*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
30.4%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Refer to note at bottom of Page
1.
|
CUSIP No. 20676Y403
|
Page 8 of
29
|
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
3,787,166*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,787,166*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,787,166*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
30.4%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Refer to note at bottom of Page
1
|
CUSIP No. 20676Y403
|
Page 9 of
29
|
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
3,787,166*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,787,166*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,787,166*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
30.4%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Refer to note at bottom of Page
1.
|
CUSIP No. 20676Y403
|
Page 10 of
29
|
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
3,787,166*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
3,787,166*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,787,166*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
30.4%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Refer to note at bottom of Page
1.
|
CUSIP No. 20676Y403
|
Page 11 of
29
|
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
2,545,348*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
2,545,348*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,545,348*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
20.7%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Efanur S.A. beneficially owns
2,545,348 shares of Common Stock, consisting of (i) 2,197,023
shares of Common Stock held by Real Estate Investment Group VII
L.P. and 48,076 shares of Common Stock held directly, (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 (iii) 235,285 shares of Common Stock which would be received
upon the conversion of the 325,752 shares of Series E Stock held by
Real Estate Investment Group VII L.P., which is convertible at the
option of the holder. The percentage of class shown represents the
percentage based on 12,015,686 shares of Common Stock outstanding
as of November 15, 2020.
|
CUSIP No. 20676Y403
|
Page 12 of
29
|
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
2,497,272*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
2,497,272*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,497,272*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
20.3%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Tyrus S.A. beneficially own 2,497,272
shares of common stock, $0.01 par value per share (“Common Stock”),
consisting of (i) 2,197,023 shares of Common Stock held by Real
Estate Investment Group VII L.P., (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 (iii) 235,285
shares of Common Stock which would be received upon the conversion
of the 352,752 shares of Series Stock, which is convertible at the
option of the holders. The percentage of class shown represents the
percentage based on 12,015,686 shares of Common Stock outstanding
as of November 15, 2020.
|
CUSIP No. 20676Y403
|
Page 13 of
29
|
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
2,497,272*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
2,497,272*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,497,272*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
20.3%*
|
14.
|
TYPE OF REPORTING PERSON
CO
|
*
|
Jiwin S.A. beneficially own 2,497,272
shares of common stock, $0.01 par value per share (“Common Stock”),
consisting of (i) 2,197,023 shares of Common Stock held by Real
Estate Investment Group VII L.P., (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 (iii) 235,285
shares of Common Stock which would be received upon the conversion
of the 352,752 shares of Series E Stock, which is convertible at
the option of the holders. The percentage of class shown represents
the percentage based on 12,015,686 shares of Common Stock
outstanding as of November 15, 2020.
|
CUSIP No. 20676Y403
|
Page 14 of
29
|
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
1,241,818*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
1,241,818*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,241,818*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
10.2%*
|
14.
|
TYPE OF REPORTING PERSON
PN
|
*
|
Elsztain Managing Partner Limited
beneficially owns 1,241,818 shares of Common Stock, consisting of
(i) 1,092,513 shares of Common Stock held by Real Estate Strategies
L.P., (ii) 32,305 shares of Common Stock issuable upon conversion
of a promissory note held for the benefit of Real Estate Strategies
L.P. and (iii) 117,000 shares of Common Stock which would be
received upon the conversion of the 161,986 shares of Series E
Stock, which is convertible at the option of the holder. The
percentage of class shown represents the percentage based on
12,015,686 shares of Common Stock outstanding as of November 15,
2020.
|
CUSIP No. 20676Y403
|
Page 15 of
29
|
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
1,241,818*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
1,241,818*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,241,818*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
10.2%*
|
14.
|
TYPE OF REPORTING PERSON
PN
|
*
|
Real Estate Strategies L.P.
beneficially owns 1,241,818 shares of Common Stock, consisting of
(i) 1,092,513 shares of Common Stock, (ii) 32,305 shares of Common
Stock issuable upon conversion of a promissory note and (iii)
117,000 shares of Common Stock which would be received upon the
conversion of the 161,986 shares of Series E Stock, which is
convertible at the option of the holder. The percentage of class
shown represents the percentage based on 12,015,686 shares of
Common Stock outstanding as of November 15, 2020.
|
CUSIP No. 20676Y403
|
Page 16 of
29
|
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
2,497,272*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
2,497,272*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,497,272*
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☒
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
20.3%*
|
14.
|
TYPE OF REPORTING PERSON
PN
|
*
|
Real Estate Investment Group VII L.P.
beneficially owns 2,497,272 shares of Common Stock, consisting of
(i) 2,197,023 shares of Common Stock, (ii) 64,964 shares of Common
Stock issuable upon conversion of a promissory note held for its
benefit and (iii) 235,285 shares of Common Stock which would be
received upon the conversion of the 325,752 shares of Series E
Stock, which is convertible at the option of the holder. The
percentage of class shown represents the percentage based on
12,015,686 shares of Common Stock outstanding as of November 15,
2020.
|
CUSIP No. 20676Y403
|
Page 17 of
29
|
Explanatory Note
This Amendment
is being filed to report voting agreements with respect to
securities of Condor Hospitality Trust, Inc., a Maryland
corporation (“Condor”), beneficially owned by certain of the
Reporting Persons. The voting agreements are not purchases or
sales of securities of Condor and have no effect on the overall
number of securities of Condor beneficially owned in the aggregate
by the Reporting Persons.
Item 1. Security
and Issuer
This Amendment
No. 9 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, 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 November 18, 2020.
The address of the principal executive offices of Condor is 1800 W.
Pasewalk Avenue, Suite 120, Norfolk, Nebraska 68701.
Item 2. Identity
and Background
Item 2 is amended to add the
following:
(d) None of
the Reporting Persons nor, to their knowledge, any person named in
Schedule A hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the
last five years.
(e) During the
last five years, none of the Reporting Persons nor, to their
knowledge, any person named in Schedule A hereto, has been a party
to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such person 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 of such
laws.
Item 4. Purpose
of the Transaction
Item 4 of the Schedule 13D is
hereby amended and supplemented to include the following:
IRSA Convertible Promissory Note and Voting Agreement
On
November 18, 2020, the Issuer entered into Convertible
Promissory Note and Loan Agreement with Efanur providing for the
loan by Efanur to the Issuer the aggregate principal amount of
$2,779,557 (the “Note”). The Note matures upon the earliest to
occur of (a) the closing of a Rights Offering (as defined
below) or a Non-Rights Offering Conversion (as defined
below) in an amount equal to the outstanding principal balance of
the Note, (b) the acceleration of the Note on or after the
occurrence of an Event of Default (as defined in the Note) and
(c) January 2, 2023.
CUSIP No. 20676Y403
|
Page 18 of
29
|
Pursuant to the
Note, subject to receipt of Shareholder Approval or a Board
Decision (each term as defined in the Note), Efanur may elect to
convert the principal due under the Note into Common Stock of the
Issuer in connection with any future rights offering commenced by
the Issuer for up to 4,000,000 shares of Common Stock at a price of
$2.50 per share (a “Rights Offering”). Further, if any
amounts remain unpaid on the Note after May 31, 2021 (or, if
earlier, the termination, rescission or rejection of the Rights
Offering), subject to receipt of Shareholder Approval or a Board
Decision, Efanur may elect to convert the principal due under the
Note into 1,111,823 shares of Common Stock at a price of $2.50 per
share (a “Non-Rights Offering Conversion”).
In connection
with the entry into of the Note, on November 18, 2020, the
Issuer entered into a voting agreement (the “Voting
Agreement”) with RES, REIG VII and Efanur. Pursuant to the
Voting Agreement, each of RES, REIG VII and Efanur committed to
vote their voting securities in the Issuer at a special meeting of
shareholders to approve the issuance of the common stock, and any
change of control that could result from the issuance of the common
stock, in a Rights Offering or a Non-Rights Offering
Conversion.
The foregoing
descriptions of the Note and the Voting Agreement do not purport to
be complete and are qualified in its entirety by reference to the
full text of the Note and the Voting Agreement, copies of which are
attached hereto as Exhibit 99.4 and 99.5, respectively, and are
incorporated herein by reference.
StepStone Convertible Promissory Note and Voting Agreement
On November 18,
2020 the Issuer also entered into a separate (a) Convertible
Promissory and Loan Agreement (the “StepStone Note”) in favor of
SREP III Flight-Investco 2, L.P., an affiliate of StepStone Group
Real Estate, L.P., for $7,220,443, pursuant to which, subject to
satisfaction of certain conditions, SREP III Flight-Investco 2,
L.P. may elect to convert the principal due under the StepStone
Note into 2,888,178 shares of Common Stock at a price of $2.50 per
share and (b) Voting Agreement (the “StepStone Voting Agreement”)
with the SREP III Flight –Investco, L.P., SREP III Flight –
Investco 2, L.P., StepStone REP III (GP), LLC and StepStone Group
Real Estate, LP (collectively, the “StepStone Shareholders”)
pursuant to which each of the StepStone Shareholders committed to
vote their voting securities in the Issuer at a special meeting of
shareholders to approve the issuance of the common stock, and any
change of control that could result from the issuance of the common
stock, in a Rights Offering or a Non-Rights Offering
Conversion.
The StepStone
Note and StepStone Voting Agreement were filed as Exhibits 10.4 and
10.6, respectively, to Issuer’s Current Report on Form 8-K filed
with the SEC on November 19, 2020. None of the Reporting Persons is
party to the StepStone Note nor the StepStone Voting Agreement and
such documents are not incorporated by reference herein.
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, 3,787,166 shares of Common Stock consisting
of (i) 3,337,612 shares of Common Stock, (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 and (iii) 352,285 shares of Common
Stock which would be received upon the conversion of 487,738 shares
of Series E Stock beneficially owned by the Reporting Persons which
are convertible by the holders.
(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 19 of
29
|
(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 1,092,513 Shares of Common Stock of Condor.
RES owns directly 161,986 shares of Series E Stock, which is
convertible into 117,000 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
|
(xiii)
|
REIG VII owns directly 2,197,023 Shares of Common Stock of
Condor. REIG VII owns directly 325,752 shares of Series E Stock
which is convertible into 235,285 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.
|
|
|
Given the
foregoing, as of November 18, 2020, the Reporting Persons may be
deemed to be currently the beneficial owners of 3,787,166 shares of
Common Stock, representing approximately 30.4% of the voting stock
of Condor.
(b)
|
|
Item 5(a) is incorporated herein by reference.
|
|
|
|
(d)-(e)
|
|
Not applicable.
|
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6 is
amended to add the following:
Reference is
made to the Note and the Voting Agreement defined and described in
Item 4.
CUSIP No. 20676Y403
|
Page 20 of
29
|
Copies of the Note
and the Voting Agreement are filed as Exhibit 99.4 and Exhibit 99.5
hereto. The descriptions of the Note and the Voting Agreement
included in this Schedule 13D/A are qualified in its entirety by
reference to the filed exhibits.
Item
7. Materials
to be filed as Exhibits
Exhibit 99.4
Convertible Promissory Note and Loan Agreement, dated as of
November 18, 2020, among the Issuer and Enafur.
Exhibit 99.5 Voting Agreement, dated as of November 18, 2020, among
the Issuer and RES, REIG VII and Efanur.
CUSIP No. 20676Y403
|
Page 21 of
29
|
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
Washington Mall West, 7 Reid Street,
Hamilton HM 11,
Bermuda.
Citizen of Argentina
|
|
3.
|
|
Mariana Renata Carmona de Elsztain
Director
Washington Mall West, 7 Reid Street,
Hamilton HM 11,
Bermuda.
Citizen of Argentina
|
|
|
|
|
2.
|
|
Saul Zang
Director
Washington Mall West, 7 Reid Street,
Hamilton HM 11,
Bermuda.
Citizen of Argentina
|
|
4.
|
|
Alejandro Gustavo Elsztain
Director
Washington Mall West, 7 Reid Street,
Hamilton HM 11,
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.
|
|
Eduardo Simon Bartfeld
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 22 of
29
|
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
Director
Bolívar 108, 1st
floor
(1066) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
2.
|
|
Saul Zang
Director
Bolívar 108, 1st
floor
(1066) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
4.
|
|
Gerardo Tyszberowicz
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
89 Nexus Way, 2nd floor
Camana Bay, P.O. Box 31106, SMB
Grand Cayman, KY1-1205, Cayman Islands
Citizen of Argentina
|
|
2.
|
|
Saul Zang
Director
89 Nexus Way, 2nd floor
Camana Bay, P.O. Box 31106, SMB
Grand Cayman, KY1-1205, 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.
|
|
Eduardo Simon Bartfeld
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 23 of
29
|
Directors of Agroinvestment S.A.
|
|
|
|
|
|
|
1.
|
|
Eduardo S. Elsztain
Chairman of the Board
Colonia 810, Of. 803
(11000) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
3.
|
|
Eduardo Simon Bartfeld
Director
Colonia 810, Of. 803
(11000) Montevideo
Citizen of Uruguay
|
|
|
|
|
2.
|
|
Mariana Renata Carmona de Elsztain
Director
Colonia 810, Of. 803
(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
Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
9.
|
|
Daniel E. Melicovsky
Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
|
|
2.
|
|
Saúl Zang
Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
10.
|
|
Alejandro Casaretto
Director
Moreno 877, 23rd
Floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
|
|
3.
|
|
Alejandro Gustavo Elsztain
Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
11.
|
|
Salvador Darío Bergel
Alternate Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
|
|
4.
|
|
Gabriel Adolfo Reznik
Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
12.
|
|
|
Gastón Armando Lernoud
Alternate Director
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
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CUSIP No. 20676Y403
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Page 24 of
29
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5.
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|
Jorge Oscar Fernández
Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
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13.
|
|
Enrique Antonini
Alternate Director
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
6.
|
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Fernando Adrián Elsztain
Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
14.
|
|
Eduardo Kalpakian
Alternate Director
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
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7.
|
|
Pedro Damaso Labaqui Palácio
Director
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
Senior Management
|
|
|
|
|
|
|
1.
|
|
Alejandro Gustavo Elsztain
Chief Executive Officer
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
3.
|
|
Carlos Blousson
General Manager for Argentina & Bolivia Operations
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
2.
|
|
Matías Iván Gaivironsky
Chief Financial Officer
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
CUSIP No. 20676Y403
|
Page 25 of
29
|
Directors and
Executive Officers of
IRSA
Inversiones y Representaciones Sociedad Anónima
Directors
|
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1.
|
|
Eduardo Sergio Elsztain
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
11.
|
|
Mauricio Wior
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
2.
|
|
Saul Zang
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
12.
|
|
Mario Blejer
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
3.
|
|
Alejandro Gustavo Elsztain
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
13.
|
|
Ricardo Liberman
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
|
|
14.
|
|
Gabriel A. Reznik
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
5.
|
|
Carlos Ricardo Estevez
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
15.
|
|
Salvador D. Bergel
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
|
|
16.
|
|
Enrique Antonini
Alternate Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
CUSIP No. 20676Y403
|
Page 26 of
29
|
|
|
|
|
7.
|
|
Daniel R. Elsztain
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
|
|
|
9.
|
|
Fernando Rubín
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
10.
|
|
Gary S. Gladstein
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of USA
|
Senior
Management
|
|
|
|
|
|
|
1.
|
|
Eduardo Sergio Elsztain
Chief Executive Officer
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
3.
|
|
Daniel R. Elsztain
Chief Operating Officer
Moreno 877, 23rd
floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
2.
|
|
Matías Iván Gaivironsky
Chief Financial Officer
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
|
|
|
CUSIP No. 20676Y403
|
Page 27 of
29
|
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 Uraguay
|
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 Uraguay
|
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 Uraguay
|
CUSIP No. 20676Y403
|
Page 28 of
29
|
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 29 of
29
|
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: December 9, 2020
|
|
|
|
|
|
|
|
|
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
|