Filing Details

Accession Number:
0001193125-17-183446
Form Type:
13D Filing
Publication Date:
2017-05-25 14:28:56
Filed By:
Onex Corp
Company:
Genesis Healthcare Inc. (NYSE:GEN)
Filing Date:
2017-05-25
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Onex Corporation 0 14,457,136 0 14,457,136 14,457,136 15.8%
Onex Partners 0 11,068,849 0 11,068,849 11,068,849 12.5%
Onex US Principals 0 67,450 0 67,450 67,450 0.1%
Onex Real Estate Holdings III Inc 0 3,320,837 0 3,320,837 3,320,837 4.1%
Gerald W. Schwartz 0 14,457,136 0 14,457,136 14,457,136 15.8%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Genesis Healthcare, Inc.

(formerly known as Skilled Healthcare Group, Inc.)

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

37185X 106

(CUSIP Number)

Andrea Daly, Esq.

c/o Onex Corporation

161 Bay Street

P.O. Box 700

Toronto, Ontario M5J 2S1

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 16, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

 


CUSIP No. 37185X 106    SCHEDULE 13D   

 

  1     

NAMES OF REPORTING PERSONS:

 

Onex Corporation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

14,457,136 shares of Class A Common Stock (the Class A Common Stock) issuable on conversion of Class B Common Stock of the Issuer (the Class B Common Stock).

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

14,457,136 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,457,136 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.8% of the Issuers shares of Class A Common Stock, assuming conversion of only the Reporting Persons Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

14  

TYPE OF REPORTING PERSON

 

CO

 

2


CUSIP No. 37185X 106    SCHEDULE 13D   

 

  1     

NAMES OF REPORTING PERSONS:

 

Onex Partners LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

11,068,849 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

11,068,849 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,068,849 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.5% of the Issuers shares of Class A Common Stock, assuming conversion of only the Reporting Persons Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

14  

TYPE OF REPORTING PERSON

 

PN

 

3


CUSIP No. 37185X 106    SCHEDULE 13D   

 

  1     

NAMES OF REPORTING PERSONS:

 

Onex US Principals LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

67,450 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

67,450 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

67,450 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1% of the Issuers shares of Class A Common Stock, assuming conversion of only the Reporting Persons Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

14  

TYPE OF REPORTING PERSON

 

PN

 

4


CUSIP No. 37185X 106    SCHEDULE 13D   

 

  1     

NAMES OF REPORTING PERSONS:

 

Onex Real Estate Holdings III Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

3,320,837 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

3,320,837 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,320,837 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.1% of the Issuers shares of Class A Common Stock, assuming conversion of only the Reporting Persons Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

14  

TYPE OF REPORTING PERSON

 

CO

 

5


CUSIP No. 37185X 106    SCHEDULE 13D   

 

  1     

NAMES OF REPORTING PERSONS:

 

Gerald W. Schwartz

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

14,457,136 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

14,457,136 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,457,136 shares of Class A Common Stock issuable on conversion of Class B Common Stock.

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.8% of the Issuers shares of Class A Common Stock, assuming exchange of only the Reporting Persons Class B Common Stock into Class A Common Stock (assuming 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

14  

TYPE OF REPORTING PERSON

 

IN

 

6


This Amendment No. 2 to Schedule 13D (Amendment No. 2) relates to shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock of Genesis Healthcare, Inc. (formerly known as Skilled Healthcare Group, Inc.), and amends and supplements the Schedule 13D previously filed by Onex Corporation and other reporting persons with the Securities and Exchange Commission (SEC) on September 24, 2012, as amended by Amendment No. 1 thereto filed by Onex Corporation and other reporting persons with the SEC on February 11, 2015 (collectively, the Schedule 13D). This Amendment No. 2 amends the Schedule 13D, as set forth below.

Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended to add the following to the end of the seventh paragraph thereof:

Onex American Holdings II LLC owns all of the equity of Onex American Holdings GP LLC. Onex American Holdings II LLC is a Delaware limited liability company. Onex American Holdings II LLCs principal business is to act as a holding company. The address and principal offices of Onex American Holdings II LLC is 421 Leader Street, Marion, Ohio 43302. Onex directly controls Onex American Holdings II LLC.

In addition, Schedules A, B, and C of the Schedule 13D are hereby amended, restated, and replaced in their entirety by Schedules A, B, and C attached hereto and incorporated by reference herein.

Item 4. Purpose of the Transaction.

The first paragraph of Item 4 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons acquired the shares of Class B Common Stock of the Issuer (the Stock) for investment purposes and to influence control over the management of the Issuer. The Reporting Persons do not currently control the management of the Issuer nor do they intend to seek to influence control of the management of the Issuer. Each Reporting Person continuously evaluates its ownership of the Stock and the Issuers business and industry, and in connection therewith, has recently sold a number of shares of Stock in the open market. Depending on the market price of the Issuers Class A Common Stock, general market and economic conditions, and other factors that each Reporting Person may deem material or relevant to its investment decision, such Reporting Person will continue to evaluate further the potential sale of all or a portion of the remaining Stock of the Company it now or hereafter owns.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

Amount beneficially owned:

 

Onex Corporation

     14,457,136 (1) 

Onex Partners LP (OPLP)

     11,068,849 (2) 

Onex US Principals LP (USLP)

     67,450 (3) 

Onex Real Estate Holdings III Inc. (OREH)

     3,320,837 (4) 

Gerald W. Schwartz

     14,457,136 (5) 

 

(1) Onex may be deemed to own beneficially the shares of Class A Common Stock directly owned by (a) OPLP, through its ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of OPLP, (b) USLP, through its ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of USLP and (c) OREH, through its ownership of all of the common stock of OREH. Onex disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.
(2) Represents shares directly owned by OPLP. All of the shares directly owned by OPLP are reported as beneficially owned by each of OPLP, Onex and Gerald W. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by OPLP.

 

7


(3) Represents shares directly owned by USLP. All of the shares directly owned by USLP are reported as beneficially owned by each of USLP, Onex and Mr. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by USLP.
(4) Represents shares directly owned by OREH. All of the shares directly owned by OREH are reported as beneficially owned by each of OREH, Onex and Mr. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by OREH.
(5) Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex, also indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation, and as a result, may be deemed to beneficially own all shares in the Issuer reported as beneficially owned by Onex Corporation (see footnote 1). Mr. Schwartz disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Percent of class (based on 77,236,610 shares of Class A Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017 and assuming conversion of the Reporting Persons Class B Common Stock into Class A Common Stock):

 

Onex Corporation

     15.8

Onex Partners LP

     12.5

Onex US Principals LP

     0.1

Onex Real Estate Holdings III Inc.

     4.1

Gerald W. Schwartz

     15.8

Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote:

  

Onex Corporation

     0   

Onex Partners LP

     0   

Onex US Principals LP

     0   

Onex Real Estate Holdings III Inc.

     0   

Gerald W. Schwartz

     0   

(ii) Shared power to vote or to direct the vote(1):

  

Onex Corporation

     14,457,136   

Onex Partners LP

     11,068,849   

Onex US Principals LP

     67,450   

Onex Real Estate Holdings III Inc.

     3,320,837   

Gerald W. Schwartz

     14,457,136   

(iii) Sole power to dispose or to direct the disposition of:

  

Onex Corporation

     0   

Onex Partners LP

     0   

Onex US Principals LP

     0   

Onex Real Estate Holdings III Inc.

     0   

Gerald W. Schwartz

     0   

(iv) Shared power to dispose or to direct the disposition of:

  

Onex Corporation

     14,457,136   

Onex Partners LP

     11,068,849   

Onex US Principals LP

     67,450   

Onex Real Estate Holdings III Inc.

     3,320,837   

Gerald W. Schwartz

     14,457,136   

 

(1) The shares beneficially owned by Onex, OPLP, USLP, OREH and Mr. Schwartz represent 9.4%, 7.2%, 0.04%, 2.1% and 9.4%, respectively, of the aggregate voting power of the outstanding shares of the Issuer (based on an aggregate of 154,532,140 shares of Class A Common Stock, Class B Common Stock and Class C Common Stock outstanding on May 8, 2017 as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 9, 2017).

 

8


Set forth below are all transactions (each of which were effected by a broker in open market transactions) of the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2 of the Schedule 13D (as amended by this Amendment No. 2) during the past 60 days in shares of the Issuers Class B Common Stock (no such transactions were effected in shares of the Issuers Class A Common Stock). However, each share of Class B Common Stock is automatically convertible into one share of Class A Common Stock upon transfer to a third party.

 

Reporting Person

   Date of Transaction      No. of shares of Class B
Common Stock sold
     Price per share  

Onex Partners LP

    


5/16/17
5/17/17
5/18/17
5/19/17
 
 
 
 
    


2,603
13,608
188,509
19,983
 
 
 
 
   $

$

$

$

2.27

2.22

2.26

2.22

 

 

 

 

Onex US Principals LP

    


5/16/17
5/17/17
5/18/17
5/19/17
 
 
 
 
    



16

83
1,149
122

 

 
 
 

   $

$

$

$

2.27

2.22

2.26

2.22

 

 

 

 

Onex Real Estate Holdings III Inc.

    


5/16/17
5/17/17
5/18/17
5/19/17
 
 
 
 
    


781
4,083
56,555
5,995
 
 
 
 
   $

$

$

$

2.27

2.22

2.26

2.22

 

 

 

 

 

9


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: May 25, 2017

 

ONEX CORPORATION
By:  

/s/ Andrea E. Daly

  Name: Andrea E. Daly
 

Title:   Managing Director, General Counsel

            and Secretary

ONEX PARTNERS LP
By: Onex Partners GP LP, its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP ULC, its General Partner
By:  

/s/ Joshua Hausman

  Name: Joshua Hausman
  Title:   Managing Director

ONEX US PRINCIPALS LP

 

By: Onex American Holdings GP LLC, its General Partner

By:  

/s/ Joshua Hausman

  Name: Joshua Hausman
  Title:   Director
ONEX REAL ESTATE HOLDINGS III INC.
By:  

/s/ Andrea E. Daly

  Name: Andrea E. Daly
  Title:   Vice President and Secretary
GERALD W. SCHWARTZ
By:  

/s/ Andrea E. Daly

  Name:  Andrea E. Daly
 

Title:    Attorney-in-fact for Gerald W. Schwartz, pursuant to a power of attorney incorporated herein by reference from the Schedule 13G/A with respect to Fly Leasing Limited filed by Mr. Schwartz and other reporting persons on April 3, 2017

 

10


Schedule A

Directors and Executive Officers of Onex Corporation (Onex)

The name, business address and present principal occupation of each director and executive officer of Onex are set forth below. All executive officers and directors listed on this Schedule A are Canadian citizens, except as specifically indicated below. All occupation or employment positions are with Onex, except as specifically indicated below.

 

Name    Business Address   

Present Principal

Occupation or Employment

Gerald W. Schwartz   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Chairman of the Board, President, Chief Executive Officer and Director
Ewout R. Heersink   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Director and Senior Managing Director
Anthony Munk   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Senior Managing Director
Donald W. Lewtas   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Managing Director
Seth M. Mersky (U.S. Citizen)   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Senior Managing Director
Andrea E. Daly   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Managing Director, General Counsel and Secretary
William A. Etherington   

118 Yorkville Avenue

Suite 701

Toronto, Ontario

Canada M5R 1H5

   Director; Corporate Director
John B. McCoy (U.S. Citizen)   

6767 North Ocean Blvd.,

#15

Ocean Ridge, Florida

USA 33435

   Director; Retired
Christopher A. Govan   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Chief Financial Officer

 

11


Name    Business Address   

Present Principal

Occupation or Employment

Daniel C. Casey   

Creson Corporation

170 Merton Street

Toronto, Ontario

Canada M4S 1A1

   Director; Chairman, Chief Executive Officer and President of Creson Corporation, an Ontario real estate company
David J. Mansell   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Managing Director
Serge Gouin   

740 Pratt Avenue

Outremont, Quebec

Canada H2V 2T6

   Director; Retired
Konstantin Gilis   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Managing Director
J. Robert S. Prichard, O.C.   

Torys LLP

79 Wellington Street West, Suite 3000

Toronto, Ontario

Canada M5K 1N2

   Director; Chairman of Torys LLP
Arni C. Thorsteinson   

Shelter Canadian Properties Limited

2600-7 Evergreen Place

Winnipeg, Manitoba

Canada R3L 2T3

   Director; President of Shelter Canadian Properties Limited
Heather M. Reisman   

Indigo Books & Music Inc.

468 King St. W.

Suite 500

Toronto, Ontario M5V 1L8

   Director; Chair and Chief Executive Officer of Indigo Books & Music Inc.
Peter C. Godsoe   

Scotia Plaza, Suite 3005

40 King Street West

Toronto, Ontario

Canada M5H 1H1

   Director; Corporate Director
Mitchell Goldhar   

700 Applewood Crescent

Vaughan, Ontario

Canada L4K 5X3

   Director; Chairman of SmartREIT; President and Chief Executive Officer of Penguin Investments Inc.

Arianna Huffington

(U.S. Citizen)

  

158 Mercer Street #6M

New York, New York

USA 10012

   Director, Chief Executive Officer of Thrive Global
Tawfiq Popatia   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Managing Director

 

12


Name    Business Address   

Present Principal

Occupation or Employment

David Copeland   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Managing Director Tax
Manish K. Srivastava   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Managing Director
Emma Thompson   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Managing Director  Investor Relations

 

13


Schedule B

Directors and Executive Officers of Onex Partners GP Inc. (Partners GP)

The name, business address and present principal occupation of each director and executive officer of Partners GP are set forth below. All executive officers and directors listed on this Schedule B are United States citizens, except as specifically indicated below.

 

Name    Business Address    Present Principal Occupation
Joshua Hausman   

c/o Onex Investment Corp.

712 Fifth Avenue

New York, NY 10019

   Director and Vice President; Managing Director of Onex Investment Corp.
Robert M. LeBlanc   

c/o Onex Investment Corp.

712 Fifth Avenue

New York, NY 10019

   Director and President; Senior Managing Director of Onex Investment Corp.
Matthew Ross   

c/o Onex Investment Corp.

712 Fifth Avenue

New York, NY 10019

   Vice President, Managing Director of Onex Investment Corp.
David Copeland (Canadian Citizen)   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Vice President; Managing Director Tax of Onex Corporation

 

14


Schedule C

Directors and Executive Officers of Onex Real Estate Holdings III Inc. (OREH)

The name, business address and present principal occupation of each director and executive officer of OREH are set forth below. All executive officers and directors listed on this Schedule C are Canadian citizens, except as specifically indicated below.

 

Name    Business Address    Present Principal Occupation
Anthony Munk   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Director and Vice President; Senior Managing Director of Onex Corporation
Robert M. LeBlanc (U. S. Citizen)   

c/o Onex Investment Corp.

712 Fifth Avenue

New York, NY 10019

   Director and Vice President; Senior Managing Director of Onex Investment Corp.
Christopher A. Govan   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Director and President; Chief Financial Officer of Onex Corporation
Andrea E. Daly   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Vice President and Secretary; Managing Director, General Counsel and Secretary of Onex Corporation
Ewout R. Heersink   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Vice President; Senior Managing Director of Onex Corporation
Seth M. Mersky (U.S. Citizen)   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Vice President; Senior Managing Director of Onex Corporation
David Copeland   

161 Bay Street

P.O. Box 700

Toronto, Ontario

Canada M5J 2S1

   Vice President; Managing Director Tax of Onex Corporation

 

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