基本统计
| CIK | 1609471 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Watermark Lodging Trust Inc - Class A
SEC Filings (Chronological Order)
本页提供了美国证券交易委员会（SEC）备案的完整、按时间顺序排列的列表，不包括我们在其他地方提供的所有权备案。
| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-55461 WATERMARK LODGING TRUST, INC. (Exact name of registrant as specifi |
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| October 20, 2022 |
As filed with the Securities and Exchange Commission on October 20, 2022 As filed with the Securities and Exchange Commission on October 20, 2022 Registration No. |
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| October 20, 2022 |
As filed with the Securities and Exchange Commission on October 20, 2022 S-8 POS 1 tm2228607d2s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 20, 2022 Registration No. 333-250933 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WATERMARK LODGING TRUST, INC. (Exact name of registrant as specified in its charter) Mary |
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| October 20, 2022 |
As filed with the Securities and Exchange Commission on October 20, 2022 As filed with the Securities and Exchange Commission on October 20, 2022 Registration No. |
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| September 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 9, 2022 WATERMARK LODGING TRUST, INC. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 (Commission Fi |
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| September 12, 2022 |
Exhibit 99.1 Watermark Lodging Trust Announces Stockholder Approval of Acquisition by Brookfield Transaction Provides Cash Liquidity for Watermark Lodging Trust Stockholders Chicago, September 12, 2022 ? Watermark Lodging Trust, Inc. (?Watermark,? ?WLT? or the ?Company?) today announced that, at a Special Meeting of Stockholders, the proposed acquisition of WLT by private real estate funds managed |
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| September 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| August 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ |
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| August 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ????) Filed by the Registrant??x Filed by a Party other than the Registrant??? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMARK LODGING TRU |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ????) Filed by the Registrant??x Filed by a Party other than the Registrant??? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? |
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| July 29, 2022 |
DEFA14A 1 tm2219804d4defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission |
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| July 19, 2022 |
DEFA14A 1 tm2219804d1defa14.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission O |
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| July 15, 2022 |
DEFA14A 1 tm2219804d3defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission |
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| July 11, 2022 |
DEFA14A 1 tm2220748d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission |
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| June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 17, 2022 WATERMARK LODGING TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 000-55461 (Commission File N |
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| June 24, 2022 |
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on June 24, 2022 Exhibit 10.1 Execution Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) is the type that the registrant customarily and actually treats as private or confidential. WATERMARK LODGING TRUST, INC. AMENDED AND RESTATED EMPLOYEE RETENTION AND SEVERANCE PLAN This A |
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| June 24, 2022 |
Exhibit 10.2 Execution Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) is the type that the registrant customarily and actually treats as private or confidential. AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amend |
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| June 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ |
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| June 16, 2022 |
DEFA14A 1 tm223444d8defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission O |
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| June 15, 2022 |
DEFA14A 1 tm223444d5defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission O |
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| June 15, 2022 |
TABLE OF CONTENTS ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 15, 2022 |
DEFA14A 1 tm223444d6defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission O |
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| June 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ????) Filed by the Registrant??x Filed by a Party other than the Registrant??? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? |
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| May 27, 2022 |
TABLE OF CONTENTS ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 27, 2022 |
Exhibit Fee Tables Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Watermark Lodging Trust, Inc. |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMARK LODGING TR |
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| May 9, 2022 |
Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K, filed on May 9, 2022 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 6, 2022 BY AND AMONG Watermark Lodging Trust, INC., CWI 2 OP, LP, The Parent Entities Named Herein, Ruby Merger Sub I LLC AND Ruby Merger Sub II LP TABLE OF CONTENTS Page Article I THE MERGERS 2 Section 1.1. The Mergers 2 Section 1.2. Governing Documents 2 Section 1.3. Officers, General Partner and Limited Partners of the S |
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| May 9, 2022 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 6, 2022 BY AND AMONG Watermark Lodging Trust, INC., CWI 2 OP, LP, The Parent Entities Named Herein, Ruby Merger Sub I LLC AND Ruby Merger Sub II LP TABLE OF CONTENTS Page Article I THE MERGERS 2 Section 1.1. The Mergers 2 Section 1.2. Governing Documents 2 Section 1.3. Officers, General Partner and Limited Partners of the S |
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| May 9, 2022 |
Letter from Watermark Lodging Trust, Inc. to stockholders. Exhibit 99.2 May 6, 2022 Dear Fellow Shareholder, We are pleased to announce that Watermark Lodging Trust, Inc. (?WLT?) has entered into a definitive merger agreement with private real estate funds managed by Brookfield ("Brookfield"). Under the terms of the agreement, Brookfield will acquire all of the outstanding common shares of WLT for $6.768 per Class A share and $6.699 per Class T share in a |
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| May 9, 2022 |
Press release issued on May 6, 2022. EX-99.1 3 tm2214819d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Watermark Lodging Trust to be Acquired by Brookfield Real Estate Funds $3.8 Billion All-Cash Transaction Provides Liquidity for Watermark Lodging Trust Stockholders Chicago, May 6, 2022 – Watermark Lodging Trust, Inc. (“Watermark,” “WLT” or the “Company”) announced today that it has entered into a definitive agreement with private real esta |
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| May 9, 2022 |
Exhibit 99.2 May 6, 2022 Dear Fellow Shareholder, We are pleased to announce that Watermark Lodging Trust, Inc. (?WLT?) has entered into a definitive merger agreement with private real estate funds managed by Brookfield ("Brookfield"). Under the terms of the agreement, Brookfield will acquire all of the outstanding common shares of WLT for $6.768 per Class A share and $6.699 per Class T share in a |
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| May 9, 2022 |
Exhibit 99.1 Watermark Lodging Trust to be Acquired by Brookfield Real Estate Funds $3.8 Billion All-Cash Transaction Provides Liquidity for Watermark Lodging Trust Stockholders Chicago, May 6, 2022 – Watermark Lodging Trust, Inc. (“Watermark,” “WLT” or the “Company”) announced today that it has entered into a definitive agreement with private real estate funds managed by Brookfield ("Brookfield") |
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| May 9, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2022 WATERMARK LODGING TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 000-55461 (Commission File Num |
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| May 9, 2022 |
Watermark Lodging Trust to be Acquired by Brookfield Real Estate Funds FREQUENTLY ASKED QUESTIONS Exhibit 99.3 Watermark Lodging Trust to be Acquired by Brookfield Real Estate Funds FREQUENTLY ASKED QUESTIONS Q: What are the terms of the agreement? A: The details of the agreement between Watermark Lodging Trust (?WLT?) and private real estate funds managed by Brookfield ("Brookfield") are as follows: ? An all-cash transaction for $6.768 per Class A common share and $6.699 per Class T common sh |
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| May 9, 2022 |
Exhibit 99.3 Watermark Lodging Trust to be Acquired by Brookfield Real Estate Funds FREQUENTLY ASKED QUESTIONS Q: What are the terms of the agreement? A: The details of the agreement between Watermark Lodging Trust (?WLT?) and private real estate funds managed by Brookfield ("Brookfield") are as follows: ? An all-cash transaction for $6.768 per Class A common share and $6.699 per Class T common sh |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2022 WATERMARK LODGING TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 000-55461 (Commission File Num |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMA |
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| March 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMARK LODGING TRUST, |
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| March 28, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2022 WATERMARK LODGING TRUST, INC. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765413 (Commi |
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| March 28, 2022 |
Exhibit 21.1 WATERMARK LODGING TRUST, INC. LIST OF REGISTRANT SUBSIDIARIES Name of Subsidiary Ownership State or Country of Incorporation Arlington 2 Hotel Operator, LLC 100 % Delaware Atlanta Midtown Hotel Operator, Inc. 100 % Delaware Atlanta Peachtree 2 Hotel Mezzanine Operator, LLC 100 % Delaware Atlanta Peachtree 2 Hotel Operator, LLC 100 % Delaware Austin Capitol Hotel Operator, Inc. 80 % De |
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| March 28, 2022 |
CONSENT OF CBRE, INC. DBA CBRE HOTELS Exhibit 99.1 CONSENT OF CBRE, INC. DBA CBRE HOTELS Watermark Lodging Trust, Inc.: We hereby consent to the references to our firm and description of our role in the appraisal of the fair market value of Watermark Lodging Trust’s (the “Company”) real estate portfolio as of December 31, 2021, included in this Current Report on Form 8-K, as amended, and incorporated by reference into the Company’s Re |
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| March 28, 2022 |
CONSENT OF ROBERT A. STANGER & CO., INC. Exhibit 99.2 CONSENT OF ROBERT A. STANGER & CO., INC. Watermark Lodging Trust, Inc.: We hereby consent to the references to our firm and description of our role in the estimates of the fair market value of the Watermark Lodging Trust?s (the ?Company?) mortgage debt encumbering its real estate portfolio as of December 31, 2021 included in this Current Report on Form 8-K, as amended, and incorporate |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 WATERMARK LODGING TRUST, INC. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765413 (Com |
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| November 12, 2021 |
EXHIBIT 10.32 WATERMARK LODGING TRUST, INC. EMPLOYEE RETENTION AND SEVERANCE PLAN This Employee Retention and Severance Plan (the "Plan") is established by Watermark Lodging Trust, Inc., a Maryland real estate investment trust (the "Company"), effective November, 2021. 1.Purpose of the Plan. The Company considers it essential to the operation of the Company that its executives and key employees be |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMARK LODGIN |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMARK LODGING TRU |
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| June 17, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 16, 2021 WATERMARK LODGING TRUST, INC. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765413 (Commis |
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| May 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2021 WATERMARK LODGING TRUST, INC. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765413 (Commiss |
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| May 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMARK LODGING TR |
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| April 29, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy S |
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| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Watermark Lodging Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 46-5765413 (I.R.S. Employer Identification No.) 150 N. Riverside Plaza, Chicago, Illinois (Address of prin |
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| March 12, 2021 |
EX-10.31 2 wlt202010-kexh1031.htm EX-10.31 Exhibit 10.31 WATERMARK LODGING TRUST, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT AGREEMENT by and between Watermark Lodging Trust, Inc., a Maryland corporation (the “Company”), and Employee Name (the “Grantee”), dated as of the day of (the “Effective Date”). WHEREAS, the Company maintains the Equity Incentive Plan, as it may be amen |
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| March 12, 2021 |
Exhibit 21.1 WATERMARK LODGING TRUST, INC. LIST OF REGISTRANT SUBSIDIARIES Name of Subsidiary Ownership State or Country of Incorporation Arlington 2 Hotel Operator, LLC 100 % Delaware Atlanta Midtown Hotel Operator, Inc. 100 % Delaware Atlanta Peachtree 2 Hotel Mezzanine Operator, LLC 100 % Delaware Atlanta Peachtree 2 Hotel Operator, LLC 100 % Delaware Austin Capitol Hotel Operator, Inc. 80 % De |
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| March 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMARK LODGING TRUST, |
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| November 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ———————————— Watermark Lodging Trust, Inc. (Exact name of registrant as specified in its charter) ———————————— Maryland (State or other jurisdiction of incorporation or organization) 46-5765413 (I.R.S. Employer Identification No.) 150 N. Riverside Plaza, Chicago, |
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| November 19, 2020 |
CONSENT OF CBRE, INC. DBA CBRE HOTELS Exhibit 99.1 CONSENT OF CBRE, INC. DBA CBRE HOTELS Watermark Lodging Trust, Inc.: We hereby consent to the references to our firm and description of our role in the appraisal of the fair market value of Watermark Lodging Trust’s (the “Company”) real estate portfolio as of September 30, 2020, included in this Current Report on Form 8-K, as amended, and incorporated by reference into the Company’s R |
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| November 19, 2020 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 19, 2020 WATERMARK LODGING TRUST, INC. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765413 (Co |
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| November 19, 2020 |
CONSENT OF ROBERT A. STANGER & CO., INC. Exhibit 99.2 CONSENT OF ROBERT A. STANGER & CO., INC. Watermark Lodging Trust, Inc.: We hereby consent to the references to our firm and description of our role in the estimates of the fair market value of the Watermark Lodging Trust’s (the “Company”) mortgage debt encumbering its real estate portfolio as of September 30, 2020 included in this Current Report on Form 8-K, as amended, and incorporat |
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| November 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMARK LODGIN |
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| August 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 21, 2020 Watermark Lodging Trust, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765413 (Comm |
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| August 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMARK LODGING TRU |
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| August 3, 2020 |
EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). |
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| August 3, 2020 |
Exhibit 7 Execution Version AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ACP WATERMARK INVESTMENT LLC Dated as of July 21, 2020 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE DELAWARE SECURITIES ACT, OR OTHER SIMILAR FEDERAL OR STATE STATUTES OR AGENCIES IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS PROVIDED IN THOSE STATUTES. |
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| August 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Watermark Lodging Trust, Inc. (Name of Issuer) Class A common stock, par value $0.001 per share Class T common stock, par value $0.001 per share (Title of Class of Securities) 94184W 100 94184W 209 (CUSIP Number) Russell Gimelstob & Alex Halpern c/o ACP W |
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| August 3, 2020 |
EX-5 Exhibit 5 EXECUTION VERSION July 21, 2020 CWA LLC 150 N. Riverside Plaza Suite 4200 Chicago, IL 60606 Attn: Michael G. Medzigian Email: [email protected] Re: Lockup Letter Dear Sirs: Reference is made to that certain Securities Purchase Agreement, dated July 21, 2020 (the “Purchase Agreement”), by and among Watermark Lodging Trust, Inc., a Maryland corporation (the “Company”), CW |
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| July 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2020 WATERMARK LODGING TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 000-55461 46-5765413 (State or other jurisdiction of incorporation) (Commis |
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| July 24, 2020 |
Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, filed on July 24, 2020 Exhibit 10.2 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this "Agreement"), dated as of July 24, 2020, is by and among WATERMARK LODGING TRUST, INC., a Maryland corporation (the "Company"), CWI 2 OP, LP, a Delaware limited partnership (the "Operating Partnership") and ACP WATERMARK INVESTMENT LLC, a Delaware limited liability company (the “Purchaser”). The Purchaser and any other Per |
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| July 24, 2020 |
Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, filed on July 24, 2020 Exhibit 3.1 WATERMARK LODGING TRUST, INC. ARTICLES SUPPLEMENTARY SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK WATERMARK LODGING TRUST, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board of Directors”) by A |
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| July 24, 2020 |
Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K, filed on July 24, 2020 Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN |
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| July 24, 2020 |
Exhibit 99.1 Watermark Lodging Trust, Inc. Completes Strategic Financing Transaction Transaction Provides Significant Operational and Financial Flexibility CHICAGO – July 24, 2020 – Watermark Lodging Trust, Inc. (“Watermark” or the “Company”) announced today that the Company has completed a strategic financing transaction with a joint venture between affiliates of Ascendant Capital Partners (“Asce |
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| July 24, 2020 |
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on July 24, 2020 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2020 among Watermark Lodging Trust, Inc., a Maryland corporation (the “Company”), CWI 2 OP, LP, a Delaware limited partnership (the “Operating Partnership”), ACP Watermark Investment LLC, a Delaware limited liability company (the “Purchaser”), and Ascendant Capital Fund LP, a De |
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| July 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2020 Watermark Lodging Trust, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765413 (Commis |
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| June 26, 2020 |
WATERMARK LODGING TRUST, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION EXHIBIT 99.3 WATERMARK LODGING TRUST, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION This unaudited pro forma consolidated financial information should be read in conjunction with the unaudited financial statements of Carey Watermark Investors Incorporated ("CWI 1") and Watermark Lodging Trust, Inc. (“WLT”), formerly Carey Watermark Investors 2 Incorporated (“CWI 2”) as of and for the |
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| June 26, 2020 |
EXHIBIT 99.1 INDEX Page No. FINANCIAL INFORMATION Financial Statements (Unaudited) Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 2 Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 3 Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2020 and 2019 4 Consolidated Statements of Equity for the Three Months |
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| June 26, 2020 |
EXHIBIT 99.2 INDEX Page No. FINANCIAL INFORMATION Financial Statements Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of December 31, 2019 and 2018 3 Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017 4 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2019, 2018 and 2017 5 Conso |
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| June 26, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 9, 2020 WATERMARK LODGING TRUST, INC. (Exact name of registrant as specified in its charter) 000-55461 46-5765413 (Commission File Number) (IRS Employer Identification No.) 15 |
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| June 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 WATERMARK LODGING TR |
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| June 26, 2020 |
DEFA14A 1 tm2023531d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only |
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| June 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| May 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2020 WATERMARK LODGING TRUST, INC. (Exact Name of Registrant as Specified in Charter) 000-55461 46-5765413 (Commission File Number) (IRS Employer Identification No.) 150 N. Ri |
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| May 6, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy S |
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| May 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2020 WATERMARK LODGING TRUST, INC. (Exact Name of Registrant as Specified in Charter) 000-55461 46-5765413 (Commission File Number) (I.R.S. Employer Identification No.) 150 |
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| April 29, 2020 |
8-K 1 tm2018074d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2020 WATERMARK LODGING TRUST, INC. (Exact Name of Registrant as Specified in Charter) 000-55461 46-5765413 (Commission File Number) (I.R.S. |
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| April 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Carey Watermark Investors 2 Incorporated (Name of Issuer) Common Stock - Class A, par value $0.001 per share Common Stock - Class T, par value $0.001 per share (Title of Class of Securities) 14179D107 14179D206 (CUSIP Number) April 13, 2020 (Date of Event |
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| April 13, 2020 |
EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock - Class A, par value $0.001 per share, and Common Stock - Class T, par value $0.001 per share, of Carey Watermark Investo |
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| April 13, 2020 |
Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K, filed on April 13, 2020 Exhibit 2.1 STRICTLY CONFIDENTIAL April 13, 2020 Carey Watermark Investors 2 Incorporated 50 Rockefeller Plaza New York, NY 10020 Attn: Chairman of the Board of Directors; General Counsel Re: Temporary Modification to Compensation Reference is made to that certain Agreement, executed on October 22, 2019 (the ?Employment Agreement?), by and between Carey Watermark Investors 2 Incorporated (and any |
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| April 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 9, 2020 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765 |
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| April 13, 2020 |
Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, filed on April 13, 2020 Exhibit 3.1 EXECUTION VERSION CAREY WATERMARK INVESTORS 2 INCORPORATED ARTICLES OF AMENDMENT CAREY WATERMARK INVESTORS 2 INCORPORATED, a Maryland corporation (the “Corporation”), desires to amend its charter as currently in effect and as hereinafter amended. FIRST: The charter of the Corporation as currently in effect (the “Charter”) is hereby amended by deleting clause (A) of Section 9.3(f). SECO |
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| April 13, 2020 |
Incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K, filed on April 13, 2020 Exhibit 3.2 EXECUTION VERSION WATERMARK LODGING TRUST INCORPORATED ARTICLES OF AMENDMENT THIS IS TO CERTIFY THAT: FIRST: The charter of Watermark Lodging Trust Incorporated, a Maryland corporation (the “Corporation”), is hereby amended by deleting the existing Article I in its entirety and substituting in lieu thereof a new article to read as follows: ARTICLE I NAME The name of the corporation (wh |
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| April 10, 2020 |
8-K 1 tm2015455-18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 8, 2020 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of |
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| April 10, 2020 |
Carey Watermark Investors 1 and Carey Watermark Investors 2 Stockholders Approve Merger Exhibit 99.1 Carey Watermark Investors 1 and Carey Watermark Investors 2 Stockholders Approve Merger NEW YORK, April 9, 2020 – Carey Watermark Investors 1 Incorporated (CWI® 1) and Carey Watermark Investors 2 Incorporated (CWI® 2) announced today that the stockholders of each company approved the proposed merger of the two companies to create Watermark Lodging Trust (WLT), a self-managed non-trade |
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| March 31, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2020 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-576 |
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| March 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2020 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-576 |
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| March 31, 2020 |
Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K, filed on March 31, 2020 Exhibit 2.1 March 27, 2020 STRICTLY CONFIDENTIAL Carey Watermark Investors 2 Incorporated 50 Rockefeller Plaza New York, NY 10020 Attn: The Special Committee of the Board of Directors; Chief Legal Officer Email: [email protected] Re: Suspension of Dividends; Outside Date Dear Robert: Reference is made to (x) the Agreement and Plan of Merger, dated as of October 22, 2019 (the “Merger Agreem |
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| March 31, 2020 |
Exhibit 2.1 March 27, 2020 STRICTLY CONFIDENTIAL Carey Watermark Investors 2 Incorporated 50 Rockefeller Plaza New York, NY 10020 Attn: The Special Committee of the Board of Directors; Chief Legal Officer Email: [email protected] Re: Suspension of Dividends; Outside Date Dear Robert: Reference is made to (x) the Agreement and Plan of Merger, dated as of October 22, 2019 (the ?Merger Agreem |
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| March 24, 2020 |
425 1 a20-133264425.htm 425 Filed pursuant to Rule 425 under the Securities Exchange Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 (b) of the Securities Exchange Act of 1934, as amended. Filing Person: Carey Watermark Investors 2 Incorporated Subject Company: Carey Watermark Investors Incorporated Form S-4 File No.: 333-235428 Carey Watermark Investors Incorporated and Carey Wat |
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| March 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2020 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-576 |
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| March 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2020 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-576 |
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| March 18, 2020 |
Filed pursuant to Rule 425 under the Securities Exchange Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 (b) of the Securities Exchange Act of 1934, as amended. |
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| March 18, 2020 |
NEW YORK, March 18, 2020 — Carey Watermark Investors 1 Incorporated (CWI Filed pursuant to Rule 425 under the Securities Exchange Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 (b) of the Securities Exchange Act of 1934, as amended. |
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| March 18, 2020 |
Filed pursuant to Rule 425 under the Securities Exchange Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 (b) of the Securities Exchange Act of 1934, as amended. |
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| March 12, 2020 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Carey Watermark Investors 2 Incorporated has its common stock, $0.001 par value per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). References in the following discussion to ?CWI 2,? ?we, |
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| March 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVESTORS |
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| March 12, 2020 |
Exhibit 10.16 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (this ?Amendment?) is dated November 8, 2019 and effective as of September 26, 2019 (the ?Effective Date?), by and between CWI 2 OP LP, a Delaware limited partnership (?Borrower?), and WPC HOLDCO LLC, a Maryland limited liability company (?Lender?). RECITALS A.Borrower is the maker of that certain Amended, Res |
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| March 12, 2020 |
Exhibit 21.1 CAREY WATERMARK INVESTORS 2 INCORPORATED LIST OF REGISTRANT SUBSIDIARIES Name of Subsidiary Ownership State or Country of Incorporation Arlington 2 Hotel Operator, LLC 100 % Delaware Atlanta Peachtree 2 Hotel Mezzanine Operator, LLC 100 % Delaware Atlanta Peachtree 2 Hotel Operator, LLC 100 % Delaware Bellevue 2 Hotel Operator, Inc. 95 % Delaware Charlotte 2 Hotel Operator, LLC 100 % |
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| March 12, 2020 |
Exhibit 10.17 THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is dated March 6, 2020 and effective as of January 16, 2020 (the “Effective Date”), by and between CWI 2 OP LP, a Delaware limited partnership (“Borrower”), and WPC HOLDCO LLC, a Maryland limited liability company (“Lender”). RECITALS A.Borrower is the maker of that certain Amended, Restated a |
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| March 12, 2020 |
Exhibit 99.1 Ritz-Carlton Bacara, Santa Barbara Hotel Combined Financial Report Years Ended December 31, 2019 and 2018 and Period from September 28, 2017 (Acquisition) through December 31, 2017 (Unaudited) Includes accounts of: CWI Santa Barbara Hotel, LP CWI 2 Santa Barbara Hotel, LP CWI Santa Barbara Mezz, LP CWI 2 Santa Barbara Mezz, LP CWI Santa Barbara Hotel GP, LLC CWI 2 Santa Barbara Hotel |
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| January 14, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL INFORMATION TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. |
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| January 14, 2020 |
Filed pursuant to Rule 425 under the Securities Exchange Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 (b) of the Securities Exchange Act of 1934, as amended. |
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| January 14, 2020 |
Filed pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 (b) of the Securities Exchange Act of 1934, as amended. |
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| January 10, 2020 |
Consent of John J. Park to become a director Exhibit 99.8 CONSENT OF PERSON TO BE NAMED AS A DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 (together with any amendments or supplements, the “Registration Statement”), filed by Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated (“CWI 2”) with |
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| January 10, 2020 |
Consent of Michael D. Johnson to become a director Exhibit 99.7 CONSENT OF PERSON TO BE NAMED AS A DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 (together with any amendments or supplements, the “Registration Statement”), filed by Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated (“CWI 2”) with |
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| January 10, 2020 |
As filed with the Securities and Exchange Commission on January 10, 2020 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL INFORMATION TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on January 10, 2020 Registration No. |
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| January 10, 2020 |
Consent of Simon M. Turner to become a director Exhibit 99.9 CONSENT OF PERSON TO BE NAMED AS A DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 (together with any amendments or supplements, the “Registration Statement”), filed by Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated (“CWI 2”) with |
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| January 10, 2020 |
Form of Proxy Card—Carey Watermark Investors 2 Incorporated Exhibit 99.2 SCAN TO VIEW MATERIALS & VOTE CAREY WATERMARK INVESTORS 2 INCORPORATED ATTN: INVESTOR RELATIONS 50 ROCKEFELLER PLAZA NEW YORK, NY 10020 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Follow the instruction |
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| January 10, 2020 |
Opinion of Hogan Lovells US LLP regarding tax matters Exhibit 8.3 Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com January 10, 2020 Board of Directors Carey Watermark Investors Incorporated 50 Rockefeller Plaza New York, New York 10020 Ladies and Gentlemen: We have acted as special tax counsel to Carey Watermark Investors Incorporated, a Maryland corporation ( |
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| January 10, 2020 |
Consent of Charles S. Henry to become a director Exhibit 99.6 CONSENT OF PERSON TO BE NAMED AS A DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 (together with any amendments or supplements, the “Registration Statement”), filed by Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated (“CWI 2”) with |
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| January 10, 2020 |
Form of Proxy Card—Carey Watermark Investors Incorporated Exhibit 99.1 SCAN TO VIEW MATERIALS & VOTE CAREY WATERMARK INVESTORS INCORPORATED ATTN: INVESTOR RELATIONS 50 ROCKEFELLER PLAZA NEW YORK, NY 10020 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Follow the instructions |
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| December 9, 2019 |
Consent of Barclays Capital Inc. Exhibit 99.3 745 Seventh Avenue New York, NY 10019 United States December 9, 2019 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated October 21, 2019, to the Special Committee of the Board of Directors of Carey Watermark Investors Incorporated, as Annex E to the Joint Proxy Statement/Prospectus that forms a part of the Registration Statement on For |
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| December 9, 2019 |
Exhibit 99.5 December 9, 2019 CONSENT OF DUFF & PHELPS, LLC We hereby consent to the inclusion of our opinion letter, dated October 22, 2019, to the Special Committee of the Board of Directors of Carey Watermark Investors 2 Incorporated (“CWI 2”) as Annex G to the Joint Proxy Statement/Prospectus, which forms a part of the Registration Statement on Form S-4 of CWI 2 (the “Registration Statement”), |
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| December 9, 2019 |
Consent of Morgan Stanley & Co. LLC Exhibit 99.4 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in the Registration Statement of Carey Watermark Investors 2 Incorporated on Form S-4 and in the Joint Proxy Statement/Prospectus of Carey Watermark Investors 2 Incorporated and Carey Watermark Investors Incorporated, which is part of the Registration Statement, of our written opinion, dated October 21, 2019 appearing as |
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| December 9, 2019 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL INFORMATION TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on December 9, 2019 Registration No. |
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| November 8, 2019 |
Mallika Sinha Chief Financial Officer TEL +1-212-492-8958 FAX +1-212-492-8922 [email protected] Mallika Sinha Chief Financial Officer TEL +1-212-492-8958 FAX +1-212-492-8922 msinha@wpcarey. |
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| November 8, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK |
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| October 28, 2019 |
If you have trouble viewing this email, read the online version. Exhibit 99.1 If you have trouble viewing this email, read the online version. CWI® 1 and CWI® 2 Proposed Merger Webinar: Now Available On-Demand We are pleased to provide you with a replay of our recent webinar discussing the proposed merger of Carey Watermark Investors 1 and Carey Watermark Investors 2. Listen to the replay to hear management discuss how the proposed transaction: · Combines CWI 1 |
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| October 28, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 28, 2019 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5 |
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| October 28, 2019 |
If you have trouble viewing this email, read the online version. Exhibit 99.1 If you have trouble viewing this email, read the online version. CWI® 1 and CWI® 2 Proposed Merger Webinar: Now Available On-Demand We are pleased to provide you with a replay of our recent webinar discussing the proposed merger of Carey Watermark Investors 1 and Carey Watermark Investors 2. Listen to the replay to hear management discuss how the proposed transaction: · Combines CWI 1 |
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| October 28, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 28, 2019 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5 |
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| October 24, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2019 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5 |
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| October 24, 2019 |
Exhibit 99.1 CWI Presentation Script Opening: Becky: Good afternoon everyone and thank you for joining us today! With me to discuss the proposed merger of CWI 1 and CWI 2 are Michael Medzigian and Mallika Sinha, CEO and CFO, of CWI 1 and CWI 2. Following the presentation, Michael and Mallika?along with John Park, President of W. P. Carey, will be available to answer your questions about the transa |
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| October 24, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2019 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5 |
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| October 24, 2019 |
Exhibit 99.1 CWI Presentation Script Opening: Becky: Good afternoon everyone and thank you for joining us today! With me to discuss the proposed merger of CWI 1 and CWI 2 are Michael Medzigian and Mallika Sinha, CEO and CFO, of CWI 1 and CWI 2. Following the presentation, Michael and Mallika…along with John Park, President of W. P. Carey, will be available to answer your questions about the transa |
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| October 22, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 22, 2019 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5 |
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| October 22, 2019 |
Incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K, filed on October 22, 2019 Exhibit 2.2 INTERNALIZATION AGREEMENT THIS INTERNALIZATION AGREEMENT, dated as of October 22, 2019 (this “Agreement”), is entered into by and among Carey Watermark Investors Incorporated, a Maryland corporation (“CWI 1”), CWI OP, LP, a Delaware limited partnership and the operating partnership of CWI 1 (“CWI 1 OP,” and together with CWI 1, the “CWI 1 Entities”), Carey Watermark Investors 2 Incorpo |
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| October 22, 2019 |
Exhibit 99.1 Carey Watermark Investors 1 and Carey Watermark Investors 2 Announce Proposed Merger 100% stock-for-stock merger and management internalization to form Watermark Lodging Trust, a $4.6 billion lodging REIT, increasing scale and operational efficiencies for long-term value creation NEW YORK, October 22, 2019 – Carey Watermark Investors 1 Incorporated (CWI® 1) and Carey Watermark Investo |
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| October 22, 2019 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG CAREY WATERMARK INVESTORS 2 INCORPORATED, APEX MERGER SUB LLC, AND CAREY WATERMARK INVESTORS INCORPORATED DATED AS OF OCTOBER 22, 2019 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 14 ARTICLE 2 THE REIT MERGER 15 Section 2.1 The REIT Merger; Other Transactions 15 Se |
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| October 22, 2019 |
Exhibit 10.3 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this ?Agreement?), is made and entered into as of October 22, 2019, by and between W. P. Carey Inc., a Maryland corporation (?WPC?), and Carey Watermark Investors 2 Incorporated, a Maryland corporation (?Recipient?). For purposes of this Agreement, WPC is sometimes referred to as a ?Service Provider.? Service Provider a |
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| October 22, 2019 |
Exhibit 99.2 October 2019 Dear Stockholder, On October 22, 2019, CWI 1 and CWI 2 announced that the two companies have entered into a definitive merger agreement under which the two companies will merge in an all-stock transaction to create Watermark Lodging Trust (WLT), a $4.6 billion, internally-managed real estate investment trust (REIT) with increased scale and operating efficiencies, position |
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| October 22, 2019 |
Exhibit 99.2 October 2019 Dear Stockholder, On October 22, 2019, CWI 1 and CWI 2 announced that the two companies have entered into a definitive merger agreement under which the two companies will merge in an all-stock transaction to create Watermark Lodging Trust (WLT), a $4.6 billion, internally-managed real estate investment trust (REIT) with increased scale and operating efficiencies, position |
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| October 22, 2019 |
The Proposed Merger and Internalization of CWI 1 and CWI 2 October 2019 Exhibit 99.3 The Proposed Merger and Internalization of CWI 1 and CWI 2 October 2019 Transaction Objectives ? Combine Carey Watermark Investors (?CWI 1?) and Carey Watermark Investors 2 (?CWI 2?) to create Watermark Lodging Trust (?WLT?), a company with $4.6 billion(1) of high-quality lodging assets in attractive markets with significant barriers to entry and favorable growth prospects ? Improve o |
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| October 22, 2019 |
Exhibit 99.1 Carey Watermark Investors 1 and Carey Watermark Investors 2 Announce Proposed Merger 100% stock-for-stock merger and management internalization to form Watermark Lodging Trust, a $4.6 billion lodging REIT, increasing scale and operational efficiencies for long-term value creation NEW YORK, October 22, 2019 – Carey Watermark Investors 1 Incorporated (CWI® 1) and Carey Watermark Investo |
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| October 22, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 22, 2019 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5 |
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| October 22, 2019 |
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on October 22, 2019 Exhibit 10.1 COMMITMENT AGREEMENT THIS COMMITMENT AGREEMENT (this ?Agreement?) is made and entered into as of October 1, 2019 (?Effective Date?), by and between Watermark Capital Partners, LLC, a Delaware limited liability company (?Watermark?), Carey Watermark Investors Incorporated, a Maryland corporation (?CWI 1?), Carey Watermark Investor 2 Incorporated, a Maryland corporation (?CWI 2,? and to |
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| October 22, 2019 |
Exhibit 10.2 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of October 22, 2019, by and between Watermark Capital Partners, LLC, a Delaware limited liability company (“Watermark”), and Carey Watermark Investors 2 Incorporated, a Maryland corporation (“CWI 2”), and shall become automatically effective on the Effective Date as defined |
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| October 22, 2019 |
Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K, filed on October 22, 2019 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG CAREY WATERMARK INVESTORS 2 INCORPORATED, APEX MERGER SUB LLC, AND CAREY WATERMARK INVESTORS INCORPORATED DATED AS OF OCTOBER 22, 2019 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 14 ARTICLE 2 THE REIT MERGER 15 Section 2.1 The REIT Merger; Other Transactions 15 Se |
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| October 22, 2019 |
Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K, filed on October 22, 2019 Exhibit 10.4 EXECUTION COPY EMPLOYMENT AGREEMENT AGREEMENT (the ?Agreement?) by and among Carey Watermark Investors 2 Incorporated and any successor in interest thereto (the ?Employer?), and Michael G. Medzigian (the ?Executive?), executed on October 22, 2019 (the ?Effective Date?). WHEREAS, Carey Watermark Investors Incorporated, Carey Watermark Investors 2 Incorporated and Apex Merger Sub LLC ha |
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| October 22, 2019 |
Exhibit 2.2 INTERNALIZATION AGREEMENT THIS INTERNALIZATION AGREEMENT, dated as of October 22, 2019 (this “Agreement”), is entered into by and among Carey Watermark Investors Incorporated, a Maryland corporation (“CWI 1”), CWI OP, LP, a Delaware limited partnership and the operating partnership of CWI 1 (“CWI 1 OP,” and together with CWI 1, the “CWI 1 Entities”), Carey Watermark Investors 2 Incorpo |
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| October 22, 2019 |
Exhibit 10.4 EXECUTION COPY EMPLOYMENT AGREEMENT AGREEMENT (the “Agreement”) by and among Carey Watermark Investors 2 Incorporated and any successor in interest thereto (the “Employer”), and Michael G. Medzigian (the “Executive”), executed on October 22, 2019 (the “Effective Date”). WHEREAS, Carey Watermark Investors Incorporated, Carey Watermark Investors 2 Incorporated and Apex Merger Sub LLC ha |
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| October 22, 2019 |
Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, filed on October 22, 2019 Exhibit 10.2 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of October 22, 2019, by and between Watermark Capital Partners, LLC, a Delaware limited liability company (“Watermark”), and Carey Watermark Investors 2 Incorporated, a Maryland corporation (“CWI 2”), and shall become automatically effective on the Effective Date as defined |
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| October 22, 2019 |
Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K, filed on October 22, 2019 Exhibit 10.3 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of October 22, 2019, by and between W. P. Carey Inc., a Maryland corporation (“WPC”), and Carey Watermark Investors 2 Incorporated, a Maryland corporation (“Recipient”). For purposes of this Agreement, WPC is sometimes referred to as a “Service Provider.” Service Provider a |
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| October 22, 2019 |
The Proposed Merger and Internalization of CWI 1 and CWI 2 October 2019 Exhibit 99.3 The Proposed Merger and Internalization of CWI 1 and CWI 2 October 2019 Transaction Objectives ? Combine Carey Watermark Investors (?CWI 1?) and Carey Watermark Investors 2 (?CWI 2?) to create Watermark Lodging Trust (?WLT?), a company with $4.6 billion(1) of high-quality lodging assets in attractive markets with significant barriers to entry and favorable growth prospects ? Improve o |
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| October 22, 2019 |
Exhibit 10.1 COMMITMENT AGREEMENT THIS COMMITMENT AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019 (“Effective Date”), by and between Watermark Capital Partners, LLC, a Delaware limited liability company (“Watermark”), Carey Watermark Investors Incorporated, a Maryland corporation (“CWI 1”), Carey Watermark Investor 2 Incorporated, a Maryland corporation (“CWI 2,” and to |
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| August 13, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVES |
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| June 25, 2019 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2019 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765 |
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| May 10, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVE |
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| April 22, 2019 |
Use these links to rapidly review the document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 10, 2019 |
CONSENT OF ROBERT A. STANGER & CO., INC. Exhibit 99.2 CONSENT OF ROBERT A. STANGER & CO., INC. Carey Watermark Investors 2 Incorporated: We hereby consent to the references to our firm and description of our role in the estimates of the fair market value of the Carey Watermark Investors 2 Incorporated’s (the “Company”) mortgage debt encumbering its real estate portfolio as of December 31, 2018, included in this Current Report on Form 8-K |
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| April 10, 2019 |
CONSENT OF CBRE, INC. DBA CBRE HOTELS Exhibit 99.1 CONSENT OF CBRE, INC. DBA CBRE HOTELS Carey Watermark Investors 2 Incorporated: We hereby consent to the references to our firm and description of our role in the appraisal of the fair market value of Carey Watermark Investors 2 Incorporated’s (the “Company”) real estate portfolio as of December 31, 2018, included in this Current Report on Form 8-K, as amended, and incorporated by ref |
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| April 10, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 10, 2019 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-576 |
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| March 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVESTORS |
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| March 15, 2019 |
Exhibit 99.1 Ritz-Carlton Bacara, Santa Barbara Hotel Combined Financial Report Year Ended December 31, 2018 and Period from September 28, 2017 (Acquisition) through December 31, 2017 (Unaudited) Includes accounts of: CWI Santa Barbara Hotel, LP CWI 2 Santa Barbara Hotel, LP CWI Santa Barbara Mezz, LP CWI 2 Santa Barbara Mezz, LP CWI Santa Barbara Hotel GP, LLC CWI 2 Santa Barbara Hotel GP, LLC Sa |
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| March 15, 2019 |
Subsidiaries of Carey Watermark Investors 2 Incorporated Exhibit 21.1 CAREY WATERMARK INVESTORS 2 INCORPORATED LIST OF REGISTRANT SUBSIDIARIES Name of Subsidiary Ownership State or Country of Incorporation Arlington 2 Hotel Operator, LLC 100 % Delaware Atlanta Peachtree 2 Hotel Mezzanine Operator, LLC 100 % Delaware Atlanta Peachtree 2 Hotel Operator, LLC 100 % Delaware Bellevue 2 Hotel Operator, Inc. 95 % Delaware Charlotte 2 Hotel Operator, LLC 100 % |
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| December 20, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 14, 2018 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46- |
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| December 11, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2018 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5 |
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| November 13, 2018 |
Exhibit 10.1 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is effective as of September 30, 2018 (the “Effective Date”), by and among CWI 2 OP LP, a Delaware limited partnership (“Borrower”), and W. P. Carey Inc., a Maryland corporation (“Lender”). RECITALS A.Borrower is the maker of that certain Amended, Restated and Consolidated Promissory Note (the |
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| November 13, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK |
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| August 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVES |
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| June 27, 2018 |
Amended and Restated Bylaws of Carey Watermark Investors 2 Incorporated Exhibit 3.1 CAREY WATERMARK INVESTORS 2 INCORPORATED AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. Additional Offices. The Corporation may have additional offices, including a principal executive office, at such places as t |
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| June 27, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2018 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765 |
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| May 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVE |
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| April 20, 2018 |
Use these links to rapidly review the document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 12, 2018 |
CONSENT OF CBRE, INC. DBA CBRE HOTELS Exhibit 99.1 CONSENT OF CBRE, INC. DBA CBRE HOTELS Carey Watermark Investors 2 Incorporated: We hereby consent to the references to our firm and description of our role in the appraisal of the fair market value of Carey Watermark Investors 2 Incorporated?s (the ?Company?) real estate portfolio as of December 31, 2017, included in this Current Report on Form 8-K, as amended, and incorporated by ref |
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| April 12, 2018 |
CONSENT OF ROBERT A. STANGER & CO., INC. Exhibit 99.2 CONSENT OF ROBERT A. STANGER & CO., INC. Carey Watermark Investors 2 Incorporated: We hereby consent to the references to our firm and description of our role in the estimates of the fair market value of the Carey Watermark Investors 2 Incorporated’s (the “Company”) mortgage debt encumbering its real estate portfolio as of December 31, 2017, included in this Current Report on Form 8-K |
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| April 12, 2018 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 11, 2018 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-576 |
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| March 27, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVESTORS |
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| March 27, 2018 |
Exhibit 21.1 CAREY WATERMARK INVESTORS 2 INCORPORATED LIST OF REGISTRANT SUBSIDIARIES Name of Subsidiary Ownership State or Country of Incorporation Arlington 2 Hotel Operator, LLC 100 % Delaware Atlanta Peachtree 2 Hotel Mezzanine Operator, LLC 100 % Delaware Atlanta Peachtree 2 Hotel Operator, LLC 100 % Delaware Bellevue 2 Hotel Operator, Inc. 95 % Delaware Charlotte 2 Hotel Operator, LLC 100 % |
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| December 18, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 14, 2017 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46- |
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| November 15, 2017 |
As filed with the Securities and Exchange Commission on November 15, 2017 As filed with the Securities and Exchange Commission on November 15, 2017 Registration No. |
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| November 13, 2017 |
Exhibit 10.2 PAYMENT GUARANTY THIS PAYMENT GUARANTY (this “Guaranty”) is made as of October 19, 2017 by CAREY WATERMARK INVESTORS 2 INC., a Maryland corporation having an address at 50 Rockefeller Plaza, 2nd Floor, New York, NY 10020 (“Guarantor”), in favor of W. P. CAREY INC., a Maryland corporation, having an address at 50 Rockefeller Plaza, 2nd Floor, New York, NY 10020 (“Lender”). RECITALS A. |
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| November 13, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK |
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| November 13, 2017 |
Exhibit 10.4 PROMISSORY NOTE $25,000,000.00 New York, New York October 19, 2017 FOR VALUE RECEIVED CWI 2 OP, LP, a Delaware limited partnership, having an address at 50 Rockefeller Plaza, 2nd Floor, New York, NY 10020 (referred to herein as ?Borrower?), as maker, hereby unconditionally promises to pay to the order of W. P. Carey Inc., a Maryland corporation, having an address at 50 Rockefeller Pla |
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| November 13, 2017 |
Exhibit 10.1 LOAN AGREEMENT Between W. P. CAREY INC. as Lender and CWI 2 OP, LP as Borrower Dated as of October 19, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Computation of Time Periods 4 Section 1.3 Accounting Terms 5 ARTICLE II AMOUNTS AND TERMS OF THE BORROWINGS 5 Section 2.1 The Commitment 5 Section 2.2 Advances 5 S |
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| November 13, 2017 |
EX-10.3 4 cwi22017q310-qexh103.htm EXHIBIT 10.3 Exhibit 10.3 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), is made as of October 19, 2017, by CWI 2 OP, LP, a Delaware limited partnership, having an address at 50 Rockefeller Plaza, 2nd Floor, New York, NY 1002 |
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| November 7, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2017 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5 |
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| August 14, 2017 |
As filed with the Securities and Exchange Commission on August 14, 2017 Table of Contents As filed with the Securities and Exchange Commission on August 14, 2017 Registration No. |
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| August 14, 2017 |
CAREY WATERMARK INVESTORS 2 INCORPORATED AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN Exhibit 4.1 CAREY WATERMARK INVESTORS 2 INCORPORATED AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN 1. Participation; Agent. Carey Watermark Investors 2 Incorporated’s Distribution Reinvestment Plan (“Plan”) is available to stockholders of record of the Class A Common Stock, par value $.001 per share, and the Class T Common Stock, par value $.001 per share, (collectively, the “Common Stock”) |
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| August 11, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVES |
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| July 31, 2017 |
Filed Pursuant to Rule 424(b)(3) File No. 333-196681 CAREY WATERMARK INVESTORS 2 INCORPORATED Prospectus Supplement No. 3 Dated July 31, 2017 To Prospectus Dated April 28, 2016 This prospectus supplement (the ?Prospectus Supplement?) is part of, and should be read in conjunction with, the prospectus of Carey Watermark Investors 2 Incorporated, dated April 28, 2016 (as amended or supplemented, the |
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| June 23, 2017 |
424B3 1 a2232525z424b3.htm 424B3 QuickLinks - Click here to rapidly navigate through this document Filed Pursuant to Rule 424(b)(3) File No. 333-196681 CAREY WATERMARK INVESTORS 2 INCORPORATED Prospectus Supplement No. 2 Dated June 23, 2017 To Prospectus Dated April 28, 2016 This prospectus supplement (the "Prospectus Supplement") is part of, and should be read in conjunction with, the prospectus |
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| June 22, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2017 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765 |
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| June 19, 2017 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2017 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765 |
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| May 16, 2017 |
Table of Contents Filed Pursuant to Rule 424(b)(3) File No. 333-196681 CAREY WATERMARK INVESTORS 2 INCORPORATED Prospectus Supplement No. 1 Dated May 16, 2017 To Prospectus Dated April 27, 2017 This prospectus supplement (the “Prospectus Supplement”) is part of, and should be read in conjunction with, the prospectus of Carey Watermark Investors 2 Incorporated, dated April 27, 2017 (as amended or s |
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| May 12, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVE |
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| April 28, 2017 |
Table of Contents Filed Pursuant to Rule 424(b)(3) File No. 333-196681 Prospectus CAREY WATERMARK INVESTORS 2 INCORPORATED $1,400,000,000 of Common Stock ? Class A Shares and Class T Shares $600,000,000 of Common Stock ? Distribution Reinvestment Plan This is our initial public offering of our Class A Shares and Class T Shares, which we refer to collectively as our common stock. The share classes |
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| April 14, 2017 |
As Filed with the Securities and Exchange Commission on April 13, 2017 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As Filed with the Securities and Exchange Commission on April 13, 2017 Registration No. |
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| April 13, 2017 |
Use these links to rapidly review the document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 12, 2017 |
CONSENT OF CBRE, INC. DBA CBRE HOTELS Exhibit 99.1 CONSENT OF CBRE, INC. DBA CBRE HOTELS Carey Watermark Investors 2 Incorporated: We hereby consent to the references to our firm and description of our role in the appraisal of the fair market value of Carey Watermark Investors 2 Incorporated’s (the “Company”) real estate portfolio as of December 31, 2016, included in this Current Report on Form 8-K, as amended (the “Current Report”), |
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| April 12, 2017 |
CONSENT OF ROBERT A. STANGER & CO., INC. Exhibit 99.2 CONSENT OF ROBERT A. STANGER & CO., INC. Carey Watermark Investors 2 Incorporated: We hereby consent to the references to our firm and description of our role in the estimates of the fair market value of the Carey Watermark Investors 2 Incorporated’s (the “Company”) mortgage debt encumbering its real estate portfolio as of December 31, 2016, included in this Current Report on Form 8-K |
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| April 12, 2017 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 12, 2017 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-576 |
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| March 31, 2017 |
Table of Contents Filed Pursuant to Rule 424(b)(3) File No. 333-196681 CAREY WATERMARK INVESTORS 2 INCORPORATED Prospectus Supplement No. 10 Dated March 31, 2017 To Prospectus Dated April 28, 2016 This prospectus supplement (the “Prospectus Supplement”) is part of, and should be read in conjunction with, the prospectus of Carey Watermark Investors 2 Incorporated, dated April 28, 2016 (as amended o |
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| March 28, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2017 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-576 |
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| March 23, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVESTORS |
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| March 23, 2017 |
Exhibit 21.1 CAREY WATERMARK INVESTORS 2 INCORPORATED LIST OF REGISTRANT SUBSIDIARIES Name of Subsidiary Ownership State or Country of Incorporation Arlington 2 Hotel Operator, LLC 100 % Delaware Atlanta Peachtree 2 Hotel Mezzanine Operator, LLC 100 % Delaware Atlanta Peachtree 2 Hotel Operator, LLC 100 % Delaware Bellevue 2 Hotel Operator, Inc. 95 % Delaware CWI 2 Arlington Hotel, LLC 100 % Delaw |
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| March 20, 2017 |
Exhibit 99.1 Ritz-Carlton San Francisco Combined consolidated Financial Report Nine months Ended September 30, 2016 and Years Ended December 31, 2015 and 2014 Includes accounts of: RC SF Mezz Borrower LLC RC SF Mezz Lessee LLC Contents Independent auditor's report 1 Financial statements Combined consolidated balance sheets 2 Combined consolidated statements of operations 3 Combined consolidated st |
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| March 20, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 30, 2016 CAREY WATERMARK INVESTORS 2 INCORPORATED (Exact name of registrant as specified in its charter) 000-55461 46-5765413 (Commission File Number) (I.R.S. Employer Iden |
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| March 20, 2017 |
Exhibit 99.2 CAREY WATERMARK INVESTORS 2 INCORPORATED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Our pro forma condensed consolidated balance sheet as of September 30, 2016 has been prepared as if the significant transaction during the fourth quarter of 2016 (noted herein) had occurred as of September 30, 2016. Our pro forma condensed consolidated statements of operations for |
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| March 6, 2017 |
QuickLinks - Click here to rapidly navigate through this document Filed Pursuant to Rule 424(b)(3) File No. |
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| March 6, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2017 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46- |
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| February 1, 2017 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS 3 Table of Contents Filed pursuant to Rule 424(b)(3) File No. |
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| January 18, 2017 |
As Filed with the Securities and Exchange Commission on January 18, 2017 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS 3 Table of Contents As Filed with the Securities and Exchange Commission on January 18, 2017 Registration No. |
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| January 11, 2017 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS 3 Table of Contents Filed pursuant to Rule 424(b)(3) File No. |
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| January 6, 2017 |
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 6, 2017 Exhibit 10.1 PURCHASE AND SALE AGREEMENT AMONG RC SF OWNER LLC, AS SELLER, AND CWI 2 SAN FRANCISCO HOTEL, LP, AS PURCHASER December 28, 2016 TABLE OF CONTENTS Page ARTICLE I SALE 1 1.1 Real Property 1 1.2 Personal Property 1 1.3 Contracts, Equipment Leases and Leases 2 1.4 Bookings 2 ARTICLE II PURCHASE PRICE 3 2.1 Purchase Price 3 2.2 Allocation of Purchase Price 3 2.3 Deposit 3 2.4 Independent C |
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| January 6, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 30, 2016 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46- |
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| December 14, 2016 |
ToniAnn Sanzone Chief Financial Officer TEL +1-212-492-1191 FAX +1-212-492-8922 tsanzone@wpcarey. |
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| December 12, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2016 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5 |
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| November 21, 2016 |
ToniAnn Sanzone Chief Financial Officer TEL +1-212-492-1191 FAX +1-212-492-8922 tsanzone@wpcarey. |
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| November 17, 2016 |
Filed Pursuant to Rule 424(b)(3) File No. 333-196681 CAREY WATERMARK INVESTORS 2 INCORPORATED Prospectus Supplement No. 6 Dated November 17, 2016 To Prospectus Dated April 28, 2016 This prospectus supplement (the “Prospectus Supplement”) is part of, and should be read in conjunction with, the prospectus of Carey Watermark Investors 2 Incorporated, dated April 28, 2016 (as amended or supplemented, |
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| November 14, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK |
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| October 21, 2016 |
As Filed with the Securities and Exchange Commission on October 21, 2016 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As Filed with the Securities and Exchange Commission on October 21, 2016 Registration No. |
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| October 21, 2016 |
Kathleen L. Werner Partner TEL +1 212 878 8526 FAX +1 212 878 8375 [email protected] October 21, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-0404 Mr. Coy Garrison: On behalf of our client, Carey Watermark Investors 2 Incorporated, a Maryland corporation (the “Company”), we transmit for fi |
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| October 6, 2016 |
Exhibit 99.2 HEI La Jolla LLC Marriott La Jolla Financial Report For the Three Months Ended March 31, 2016 and 2015 (Unaudited) Contents Financial statements Balance sheet (unaudited) 1 Statements of operations (unaudited) 2 Statements of changes in member's equity (unaudited) 3 Statements of cash flows (unaudited) 4 Notes to financial statements (unaudited) 5-9 HEI La Jolla LLC Balance Sheet (Una |
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| October 6, 2016 |
Exhibit 99.1 HEI La Jolla LLC Marriott La Jolla Financial Report Years Ended December 31, 2015 and 2014 Contents Independent auditor's report 1-2 Financial statements Balance sheets 3 Statements of operations 4 Statements of changes in member's equity 5 Statements of cash flows 6 Notes to financial statements 7-11 Independent Auditor's Report To the Member HEI La Jolla LLC Report on the Financial |
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| October 6, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2016 CAREY WATERMARK INVESTORS 2 INCORPORATED (Exact name of registrant as specified in its charter) 000-55461 46-5765413 (Commission File Number) (I.R.S. Employer Identifi |
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| October 6, 2016 |
Exhibit 99.3 CAREY WATERMARK INVESTORS 2 INCORPORATED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Our pro forma condensed consolidated balance sheet as of March 31, 2016 has been prepared as if the significant transactions during the second and third quarters of 2016 (noted herein) had occurred as of March 31, 2016. Our pro forma condensed consolidated statements of operations |
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| September 30, 2016 |
QuickLinks - Click here to rapidly navigate through this document Filed Pursuant to Rule 424(b)(3) File No. |
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| September 28, 2016 |
Exhibit 99.2 Marriott San Jose Hotel Combined Financial Report For the Three Months Ended March 31, 2016 and 2015 (Unaudited) Includes accounts of: SP6 San Jose Hotel Owner, LLC SP6 San Jose Hotel Lessee, LLC Contents Financial statements Combined balance sheet (unaudited) 1 Combined statements of operations (unaudited) 2 Combined statements of changes in equity (unaudited) 3 Combined statements o |
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| September 28, 2016 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 13, 2016 CAREY WATERMARK INVESTORS 2 INCORPORATED (Exact name of registrant as specified in its charter) 000-55461 46-5765413 (Commission File Number) (I.R.S. Employer Identifi |
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| September 28, 2016 |
Exhibit 99.3 CAREY WATERMARK INVESTORS 2 INCORPORATED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Our pro forma condensed consolidated balance sheet as of March 31, 2016 has been prepared as if the significant transactions during the second and third quarters of 2016 (noted herein) had occurred as of March 31, 2016. Our pro forma condensed consolidated statements of operations |
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| September 28, 2016 |
Exhibit 99.1 Marriott San Jose Hotel Combined Financial Report Year Ended December 31, 2015 Includes accounts of: SP6 San Jose Hotel Owner, LLC SP6 San Jose Hotel Lessee, LLC Contents Independent auditor's report 1-2 Financial statements Combined balance sheet 3 Combined statement of operations 4 Combined statement of changes in equity 5 Combined statement of cash flows 6 Notes to combined financi |
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| September 23, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 22, 2016 Carey Watermark Investors 2 Incorporated (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46 |
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| September 14, 2016 |
EX-99.2 3 cwi220168-kaarlingtonexh992.htm EXHIBIT 99.2 Exhibit 99.2 HEI Rosslyn, LLC Le Méridien Arlington Financial Report For the Three Months Ended March 31, 2016 and 2015(Unaudited) Contents Financial statements Balance sheet (unaudited) 1 Statements of operations (unaudited) 2 Statements of changes in member's equity (unaudited) 3 Statements of cash flows (unaudited) 4 Notes to financial stat |
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| September 14, 2016 |
Exhibit 99.1 HEI Rosslyn, LLC Le Méridien Arlington Financial Report Years Ended December 31, 2015 and 2014 Contents Independent auditor's report 1-2 Financial statements Balance sheets 3 Statements of operations 4 Statements of changes in member's equity 5 Statements of cash flows 6 Notes to financial statements 7-10 Independent Auditor's Report To the Member HEI Rosslyn, LLC Report on the Financ |
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| September 14, 2016 |
Exhibit 99.3 CAREY WATERMARK INVESTORS 2 INCORPORATED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Our pro forma condensed consolidated balance sheet as of March 31, 2016 has been prepared as if the significant transaction during the second quarter of 2016 (noted herein) had occurred as of March 31, 2016. Our pro forma condensed consolidated statements of operations for the thr |
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| September 14, 2016 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2016 CAREY WATERMARK INVESTORS 2 INCORPORATED (Exact name of registrant as specified in its charter) 000-55461 46-5765413 (Commission File Number) (I.R.S. Employer Identifi |
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| August 12, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55461 CAREY WATERMARK INVES |
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| August 12, 2016 |
Table of Contents Filed Pursuant to Rule 424(b)(3) File No. 333-196681 CAREY WATERMARK INVESTORS 2 INCORPORATED Prospectus Supplement No. 4 Dated August 12, 2016 To Prospectus Dated April 28, 2016 This prospectus supplement (the “Prospectus Supplement”) is part of, and should be read in conjunction with, the prospectus of Carey Watermark Investors 2 Incorporated, dated April 28, 2016 (as amended o |
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| August 5, 2016 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS2 Table of Contents Filed Pursuant to Rule 424(b)(3) File No. |
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| August 4, 2016 |
CLIFFORD CHANCE US LLP 31 WEST 52ND STREET NEW YORK, NY 10019-6131 TEL +1 212 878 8000 FAX +1 212 878 8375 www. |
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| July 27, 2016 |
Exhibit 10.2 FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF HOTEL This FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF HOTEL (this “Amendment”) dated as of June 15, 2016, is entered into y and between HEI LA JOLLA LLC, a Delaware limited liability company (“Seller”), and CWI 2 LA JOLLA HOTEL, LP, a Delaware limited partnership (“Purchaser”). W I T N E S S E T H: WHEREAS, Seller and Pu |
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| July 27, 2016 |
Exhibit 10.1 Execution Copy AGREEMENT FOR SALE AND PURCHASE OF HOTEL SAN DIEGO MARRIOTT LA JOLLA SAN DIEGO, CALIFORNIA By and Between HEI LA JOLLA LLC, a Delaware limited liability company (?Seller?) and CWI 2 LA JOLLA HOTEL LP, a Delaware limited partnership (?Purchaser?) May 19, 2016 ACTIVE/85506504.17 AGREEMENT FOR SALE AND PURCHASE OF HOTEL Table of Contents Page Article I DEFINITIONS AND REFE |
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| July 27, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2016 CAREY WATERMARK INVESTORS 2 INCORPORATED (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765 |
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| July 22, 2016 |
Kathleen L. Werner Partner TEL +1 212 878 8526 FAX +1 212 878 8375 [email protected] July 22, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-0404 Mr. Coy Garrison: On behalf of our client, Carey Watermark Investors 2 Incorporated, a Maryland corporation (the “Company”), we transmit for filin |
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| July 22, 2016 |
As Filed with the Securities and Exchange Commission on July 22, 2016 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS2 Table of Contents As Filed with the Securities and Exchange Commission on July 22, 2016 Registration No. |
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| July 19, 2016 |
Exhibit 10.2 AMENDMENT TO PURCHASE AND SALE AGREEMENT This AMENDMENT TO PURCHASE AND SALE AGREEMENT (this ?Amendment?) dated as of June 13, 2016, is entered into by and among SP6 SAN JOSE HOTEL OWNER, LLC, a Delaware limited liability company, having an address at 515 S. Flower Street, Suite 3100, Los Angeles, California 90071 (?Fee Seller?), and SP6 SAN JOSE HOTEL LESSEE, LLC, a Delaware limited |
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| July 19, 2016 |
Exhibit 10.1 Execution Copy PURCHASE AND SALE AGREEMENT between SP6 SAN JOSE HOTEL OWNER, LLC, and SP6 SAN JOSE HOTEL LESSEE, LLC, collectively, Seller, and CWI 2 SAN JOSE HOTEL, LP, Purchaser Dated as of: May 13, 2016 Property: San Jose Marriott 301 South Market Street San Jose, California 95113 8476/22465-004 current/49894271v13 Execution Copy TABLE OF CONTENTS Page ARTICLE 1 PROPERTY DESCRIPTIO |
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| July 19, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 13, 2016 CAREY WATERMARK INVESTORS 2 INCORPORATED (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 000-55461 46-5765 |
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| July 7, 2016 |
QuickLinks - Click here to rapidly navigate through this document Filed Pursuant to Rule 424(b)(3) File No. |
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| July 5, 2016 |
Exhibit 10.2 FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE OF HOTEL This FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE OF HOTEL (this ?Amendment?) dated as of June 24, 2016, is entered into by and between HEI ROSSLYN LLC, a Delaware limited liability company (?Seller?), and CWI 2 ARLINGTON HOTEL, LLC, a Delaware limited liability company (?Purchaser?). W I T N E S S E T H: WHEREAS, Selle |
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| July 5, 2016 |
Exhibit 10.1 Execution Draft AGREEMENT FOR SALE AND PURCHASE OF HOTEL LE M?RIDIEN ARLINGTON ARLINGTON, VA By and Between HEI ROSSLYN, LLC, a Delaware limited liability company (?Seller?) and CWI 2 ARLINGTON HOTEL, LLC, a Delaware limited liability company (?Purchaser?) May 26, 2016 Execution Draft AGREEMENT FOR SALE AND PURCHASE OF HOTEL Table of Contents Page Article I DEFINITIONS AND REFERENCES |
