(2) |
Based solely on information contained in a Schedule 13D filed with the SEC on June 8, 2020 by PE Holder, L.L.C., a Delaware limited liability company (“PE Holder”), PE Holdings, L.L.C., a Delaware limited liability company (“PE Holdings”), SOF-XI U.S. Public MAR Holdings L.P., a Delaware limited partnership (“SOF-XI MAR Holdings”), Starwood XI Management Holdings GP, L.L.C., a Delaware limited liability company (“Starwood XI Management Holdings GP”), Starwood XI Management, L.P., a Delaware limited partnership (“Starwood XI Management”), Starwood XI Management GP, L.L.C., a Delaware limited liability company (“Starwood XI Management GP”), (vii) Starwood Capital Group Global II, L.P., a Delaware limited partnership (“SCG Global II”), SCGG II GP, L.L.C., a Delaware limited liability company (“SCGG II GP”), Starwood Capital Group Holdings GP, L.L.C., a Delaware limited liability company (“SCG Holdings GP” and collectively with PE Holder, PE Holdings, SOF-XI MAR Holdings, Starwood XI Management Holdings GP, Starwood XI Management, Starwood XI Management GP, SCG Global II and SCGG II GP, the “Starwood Entities”), BSS SCG GP Holdings, LLC, a Delaware limited liability company (“BSS SCG GP Holdings”), and Barry S. Sternlicht. PE Holdings is the sole member of PE Holder. SOF-XI MAR Holdings is the sole member of PE Holdings and the managing member, member or limited partner for other entities affiliated with Starwood Entities. Starwood XI Management Holdings GP is the general partner of SOF-XI MAR Holdings and other entities affiliated with the Starwood Entities. Starwood XI Management is the sole member of Starwood XI Management Holdings GP, and the sole member, general partner or special limited partner of other entities affiliated with the Starwood Entities. Starwood XI Management GP is the general partner of Starwood XI Management. SCG Global II is the sole member of Starwood XI Management GP and other entities affiliated with the Starwood Entities. SCGG II GP is the general partner of SCG Global II and other entities affiliated with the Starwood Entities. SCG Holdings GP is the sole member of SCGG II GP, and the managing member or general partner of other entities affiliated with the Starwood Entities. BSS SCG GP Holdings is the sole member of SCG Holdings GP, and the general partner or managing member of other entities affiliated with Barry S. Sternlicht. Barry S. Sternlicht is the managing member of BSS SCG GP Holdings. The address of PE Holder, PE Holdings, SOF-XI MAR Holdings, Starwood XI Management Holdings GP is 591 West Putnam Avenue, Greenwich, Connecticut 06830. The address of Starwood XI Management, Starwood XI Management GP, SCG Global II, SCGG II GP, SCG Holdings GP, BSS SCG GP Holdings, and Barry S. Sternlicht is 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139. 12,000,000 warrants of the Company are included in the denominator for purposes of calculating the percentage of shares beneficially owned. Each warrant entities the holder thereof to purchase one share of our common stock for $7.50 per share, subject adjustment as described in that certain Warrant Agreement, dated as of May 28, 2020, between the Company and PE Holder. The warrants are exercisable for shares of our common stock on a net settlement basis, such that the holder of the warrants will receive shares in an amount (rounded down to the nearest whole share) equal to the difference between the fair market value of one share of common stock on the exercise date and the strike price multiplied by the number of warrants exercised divided by the fair market value of one share of common stock. |