0001193125-12-001849.txt : 20120104 0001193125-12-001849.hdr.sgml : 20120104 20120104132607 ACCESSION NUMBER: 0001193125-12-001849 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120104 DATE AS OF CHANGE: 20120104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hyatt Hotels Corp CENTRAL INDEX KEY: 0001468174 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 201480589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85070 FILM NUMBER: 12505109 BUSINESS ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE STREET 2: 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 750-1234 MAIL ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE STREET 2: 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CIBC Trust Co (Bahamas) Ltd CENTRAL INDEX KEY: 0001497005 IRS NUMBER: 980237184 FISCAL YEAR END: 1010 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1ST FLOOR GOODMAN'S BAY CORPORATE CENTRE STREET 2: P.O. BOX N-3933, WEST BAY STREET CITY: NASSAU STATE: C5 ZIP: N-3933 BUSINESS PHONE: 242-356-1800 MAIL ADDRESS: STREET 1: 1ST FLOOR GOODMAN'S BAY CORPORATE CENTRE STREET 2: P.O. BOX N-3933, WEST BAY STREET CITY: NASSAU STATE: C5 ZIP: N-3933 SC 13D/A 1 d276324dsc13da.htm AMENDMENT 4 TO SCHEDULE 13D Amendment 4 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)

 

 

 

Hyatt Hotels Corporation

(Name of Issuer)

 

 

 

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

 

448579102

(CUSIP Number)

 

 

Michael A. Pucker, Esq.

Cathy A. Birkeland, Esq.

Latham & Watkins LLP

233 S. Wacker Drive, Suite 5800

Chicago, Illinois 60606

(312) 876-7700

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

 

 

January 1, 2012

(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.  ¨

(Continued on following pages)

(Page 1 of 10 Pages)

 

 

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

 

 

 

CUSIP No. 448579102

 

    13D   

Page 2 of 10 Pages

 

 

  1.   

Names of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

 

CIBC Trust Company (Bahamas) Limited, solely as trustee of the Non-U.S. Situs Trusts (as defined in the Schedule 13D) listed on Appendix A.

     
  2.  

Check the Appropriate Box if a Member of a Group

(a)  x        (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

 

    Bahamian International Business Company

     

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON

WITH

      7.    

Sole Voting Power

 

    0

     
     8.   

Shared Voting Power

 

    3,447,946*

     
     9.   

Sole Dispositive Power

 

    0

     
   10.   

Shared Dispositive Power

 

    3,447,946*

     

11.

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    3,447,946*

     

12.

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

    x

13.

  

Percent of Class Represented by Amount in Row (11)

 

    2.1%*

     

14.        

  

Type of Reporting Person

 

    OO

     

 

 

*

Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the

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    13D   

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  “Common Stock”). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock.

The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.

All references to the number of shares outstanding are as of October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 165,158,639 shares of Common Stock outstanding as of October 28, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Class B Common Stock owned by the Reporting Person represent 2.8% of the total voting power of the Common Stock as of October 28, 2011. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

CUSIP No. 448579102

 

    13D   

Page 4 of 10 Pages

 

 

EXPLANATORY NOTE: This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) relates to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation, a Delaware corporation (the “Issuer”), which has its principal executive office at 71 South Wacker Drive, 12th Floor, Chicago, Illinois 60606. This Amendment No. 4 amends and supplements, as set forth below, the Schedule 13D filed by the Reporting Person with respect to the Issuer on August 26, 2010 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D filed by the Reporting Person with respect to the Issuer on September 9, 2010 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed by the Reporting Person with respect to the Issuer on May 18, 2011 (“Amendment No. 2”) and Amendment No. 3 to Schedule 13D filed by the Reporting Person with respect to the Issuer on November 29, 2011 (“Amendment No. 3”). The Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3, is referred to as the “Schedule 13D.” All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein. Only those items amended are reported herein.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented as follows:

On January 1, 2012, the Reporting Person transferred an aggregate of 857,609 shares of Class B Common Stock (the “Transfers”) to certain of the Separately Filing Group Members (the “Transferees”). The Transfers constitute “Permitted Transfers” as defined under the Issuer’s Amended and Restated Certificate of Incorporation and, accordingly, the shares of Class B Common Stock received by the Transferees in the Transfers remain shares of Class B Common Stock. The Transferees received the Transfers as compensation for services rendered to the Reporting Person.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented as follows:

The Transfers were completed on January 1, 2012, as described in Item 3 to this Amendment No. 4. The Transferees received the Transfers as compensation for services rendered to the Reporting Person.

Item 5. Interest in Securities of the Issuer

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

(a)-(b) As of the date hereof, the Reporting Person in the aggregate may be deemed to be the beneficial owners of 3,447,946 shares of Class A Common Stock, issuable upon conversion of 3,447,946 shares of Class B Common Stock beneficially

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owned by the Reporting Person. The number of shares of Class B Common Stock beneficially owned by the Reporting Person represents 2.9% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Reporting Person represents 2.1% of the total number of shares of Common Stock outstanding and 2.8% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

Schedule A attached to this Amendment No. 4 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 4 sets forth, as of the date hereof, the number of shares and percentage of the Class A Common Stock outstanding, the number of shares and percentage of the Class B Common Stock outstanding, the percentage of the total number of shares of Common Stock outstanding, and the percentage of the total voting power of the shares of Common Stock outstanding, voting together as a single class, represented by the shares beneficially owned by each Reporting Person.

Schedule B attached to this Amendment No. 4 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 4 sets forth, as of the date hereof, the number of shares and percentage of the Class A Common Stock outstanding, the number of shares and percentage of the Class B Common Stock outstanding, the percentage of the total number of shares of Common Stock outstanding, and the percentage of the total voting power of the shares of Common Stock outstanding, voting together as a single class, represented by the shares beneficially owned by the Reporting Person and each Separately Filing Group Member. All information with regard to the Separately Filing Group Members is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.

The Transfers did not impact the number of shares or the percentage of the Common Stock beneficially owned by the Pritzker Family Group.

(c) The Transfers were completed on January 1, 2012, as described in Item 3 to this Amendment No. 4.

SIGNATURES

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.

Dated: January 4, 2012

 

Non-U.S. Situs Trusts

 

CIBC Trust Company (Bahamas) Limited, solely as trustee of the Non-U.S. Situs Trusts listed on Appendix A.

 

  By:  

/s/ Schevon Miller

    Schevon Miller
   

Authorized Signatory*

 

  By:  

/s/ Carlis E. Chisholm

    Carlis E. Chisholm
    Authorized Signatory*

 

 

* A Secretary’s Certificate evidencing the authority of such persons to sign and file this Amendment No.4 on behalf of CIBC Trust Company (Bahamas) Limited was previously filed as Exhibit 3 to the Schedule 13D and is incorporated herein by reference.

[Signature Page to Amendment No.4 to Schedule 13D]

CUSIP No. 448579102

 

    13D   

Page 7 of 10 Pages

 

 

Appendix A

Non-U.S. Situs Trusts

 

Name of Trust

    Jurisd. of
Org.

RP 1740 #17 Apex Trust

    Bahamas

Settlement 1740 Trust #14

    Bahamas

Settlement 1740 Trust #27

    Bahamas

Settlement 1740 Trust #28

    Bahamas

Settlement 1740 Trust #29

    Bahamas

Settlement 1740 Trust #30

    Bahamas

Settlement 1740 Trust #31

    Bahamas

Settlement 1740 Trust #32

    Bahamas

Settlement 1740 Trust #33

    Bahamas

Settlement 1740 Trust #34

    Bahamas

Settlement 1740 Trust #35

    Bahamas

Settlement 1740 Trust #36

    Bahamas

Settlement T-551-1

    Bahamas

Settlement T-551-2

    Bahamas

Settlement T-551-3

    Bahamas

Settlement T-551-4

    Bahamas

Settlement T-551-10

    Bahamas

Settlement T-2390-A

    Bahamas

Settlement T-2390-B

    Bahamas

Settlement T-2390-C

    Bahamas

CUSIP No. 448579102

 

    13D   

Page 8 of 10 Pages

 

 

Schedule A

Certain Information Regarding the

Reporting Persons1

 

     Class A
Common Stock2		      Class B
Common Stock3		     % of Total
Common
Stock4		     % of  Total
Voting Power5		  

Name of Beneficial Owner

    Shares      % of
Class A		      Shares      % of
Class B		      

CIBC Trust Company (Bahamas) Limited, not individually, but solely as trustee of the Non-U.S. Situs Trusts listed on Appendix A.

      —           —           3,447,946         2.9 %      2.1 %      2.8 % 

 

1 

All references to the number of shares outstanding are as of October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.

 

2 

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 44,680,334 shares of the Class A Common Stock outstanding as of October 28, 2011, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

 

3 

The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 120,478,305 shares of Class B Common Stock outstanding as of October 28, 2011.

 

4 

The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock outstanding as of October 28, 2011.

 

5 

With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

CUSIP No. 448579102

 

    13D   

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Schedule B

Certain Information Regarding the

Separately Filing Group Members1

 

     Class A
Common Stock2		      Class B
Common Stock3		     % of Total
Common
Stock4		     % of Total
Voting Power5		  

Separately Filing Group Member

    Shares      % of
Class A		      Shares      % of
Class B		      

Co-Trustees of the U.S. Situs Trusts6

      —           —           1,982,124         1.6 %      1.2 %      1.6 % 

Trustee of the Non-U.S. Situs Trusts7

      —           —           3,447,946         2.9 %      2.1 %      2.8 % 

Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons8

   

 

—  

  

   

 

—  

  

   

 

20,675,041

  

   

 

17.2

% 

  

 

12.5

% 

  

 

16.5

% 

Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons9

      —           —           7,267,298         6.0 %      4.4 %      5.8 % 

Trustees of the James N. Pritzker Family Trusts10

      8,470         *         3,470,792         2.9 %      2.1 %      2.8 % 

Trustees of the John A. Pritzker Family Trusts11

      —           —           —           —          —          —     

Trustees of the Linda Pritzker Family Trusts12

      —           —           —           —          —          —     

Trustees of the Karen L. Pritzker Family Trusts13

      —           —           8,584,104         7.1 %      5.2 %      6.9 % 

Trustees of the Penny Pritzker Family Trusts and Other Reporting Persons14

   

 

6,238

  

   

 

*

  

   

 

9,758,651

  

      8.1 %      5.9 %      7.8 % 

Trustees of the Daniel F. Pritzker Family Trusts15

      —           —           10,001,457         8.3 %      6.1 %      8.0 % 

Trustees of the Anthony N. Pritzker Family Trusts16

      —           —           6,186,817         5.1 %      3.7 %      5.0 % 

Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons17

      —           —           17,419,919         14.5 %      10.5 %      13.9 % 

Trustees of the Jay Robert Pritzker Family Trusts18

      —           —           6,051,483         5.0 %      3.7 %      4.8 % 

Trustee of the Richard Pritzker Family Trusts19

      —           —           520,587         0.4 %      0.3 %      0.4 % 

Pritzker Family Group Totals

      14,708         *         95,366,219         79.1 %      57.7 %      76.3 % 

 

* Less than 1% beneficial ownership

 

1 

All references to the number of shares outstanding are as of October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.

 

2 

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 44,680,334 shares of the Class A Common Stock outstanding as of October 28, 2011, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

 

3 

The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 120,478,305 shares of Class B Common Stock outstanding as of October 28, 2011.

 

4 

The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock outstanding as of October 28, 2011.

 

5 

With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

 

6 

See the Schedule 13D filed on August 26, 2010, as amended, by Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as co-trustees of the U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

7 

See the Schedule 13D filed on August 26, 2010, as amended, by the CIBC Trust Company (Bahamas) Limited, solely as trustee of the Non-U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

8 

See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. Thomas J. Pritzker holds 29,926 stock appreciation rights (“SARs”) that are currently exercisable at an exercise price of $40.96. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not currently determinable and therefore not included in the table above because each SAR gives the holder the right to receive a number of shares of Class A Common Stock equal to the excess of the value of one share of A Common Stock at the exercise date, which is not determinable until the date of exercise, over the exercise price.

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Page 10 of 10 Pages

 

 

9 

See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

10

See the Schedule 13D filed on August 26, 2010, as amended, by Charles E. Dobrusin and Harry B. Rosenberg, not individually, but solely as co-trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

11 

See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

12 

See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

13 

See the Schedule 13D filed on August 26, 2010, as amended, by Walter W. Simmers, Andrew D. Wingate and Lucinda Falk, not individually, but solely as co-trustees for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

14

See the Schedule 13D filed on August 26, 2010, as amended, by John Kevin Poorman, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

15 

See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

16 

See the Schedule 13D filed on August 26, 2010 by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

17 

See the Schedule 13D filed on August 26, 2010, as amended, by Gigi Pritzker Pucker and Edward W. Rabin, not individually, but solely as trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein on, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

18 

See the Schedule 13D filed on August 26, 2010, as amended, by Thomas J. Muenster, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

 

19 

See the Schedule 13D filed on August 26, 2010, as amended, by CIBC Trust Company (Bahamas) Limited, solely as trustee of the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.