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): December 1, 2016 (November 30, 2016)

Morgans Hotel Group Co.

(Exact name of registrant as specified in its charter)

Delaware	001-33738	16-1736884
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

475 Tenth Avenue New York, NY	10018
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 277-4100

Not applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets

On November 30, 2016, Morgans Hotel Group Co., a Delaware corporation (the “Company”), SBEEG Holdings, LLC, a Delaware limited liability company (“SBE”), and Trousdale Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of SBE ENT Holdings, LLC, a Delaware limited liability company (“SBE ENT Holdings”), following its transfer from SBE (“Merger Sub”), completed the merger (the “Merger”) contemplated by the Agreement and Plan of Merger by and among the Company, SBE and Merger Sub, dated as of May 9, 2016 (as amended, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving entity (the “Surviving Corporation”) and a wholly owned subsidiary of SBE ENT Holdings.

In accordance with the terms of the Merger Agreement, each outstanding share of the Company’s common stock, $0.01 par value per share (each a “Share” and in the aggregate the “Shares”) (other than Cancelled Shares and Dissenting Shares, as defined in the Merger Agreement) ceased to be outstanding and was converted into the right to receive $2.25 in cash, without interest (the “Merger Consideration”). In addition, in accordance with the terms of the Merger Agreement, (i) each Non-Managing Member Unit (as defined in the Amended and Restated Limited Liability Company Agreement of Morgans Group LLC, effective February 17, 2006, as amended), other than certain excluded Non-Managing Member Units, was cancelled and converted into the right to receive the Merger Consideration, (ii) each Company RSU award that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive an amount in cash equal to (a) the Merger Consideration, multiplied by (b) the number of Shares subject to such Company RSU award immediately prior to the effective time of the Merger, less any applicable tax withholding, and (iii) each Company stock option, whether vested or unvested, that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive an amount in cash equal to the (a) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Company stock option, multiplied by (b) the number of Shares subject to such Company stock option immediately prior to the effective time of the Merger, less any applicable tax withholding.

The description of the Merger and the Merger Agreement contained in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement and Amendment No. 1 to the Merger Agreement, dated as of November 8, 2016, which are incorporated by reference as Exhibits 2.1 and 2.2 hereto.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger on November 30, 2016, the Company notified the Nasdaq Stock Market (“Nasdaq”) of the completion of the Merger, and requested that Nasdaq (i) suspend trading of the Shares on the Nasdaq Capital Market and (ii) file with the U.S. Securities and Exchange Commission (the “SEC”) a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist the Shares from the Nasdaq Capital Market and to deregister the Shares under Section 12(b) of the Exchange Act.

Additionally, the Company intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

The information disclosed in Item 2.01 is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information disclosed in Items 2.01, 3.01 and 5.03 is incorporated herein by reference.

At the effective time of the Merger, each holder of the Shares issued and outstanding immediately prior to the effective time of the Merger ceased to have any rights as a stockholder of the Company (other than the rights to receive the Merger Consideration pursuant to the Merger Agreement).

Item 5.01 Changes in Control of Registrant.

A change of control of the Company occurred on November 30, 2016 upon the filing of the certificate of merger with the Secretary of State of the State of Delaware, at which time Merger Sub merged with and into the Company. As a result of the Merger, the Company became a wholly owned subsidiary of SBE ENT Holdings, with SBE ENT Holdings owning all of the Shares.

The information disclosed in Item 2.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Merger on November 30, 2016, Howard M. Lorber, Andrew Broad, Kenneth E. Cruse, John Dougherty, Jason T. Kalisman, Bradford Nugent, Michael E. Olshan, Michelle S. Russo and Adam Stein resigned as and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.

Pursuant to the Merger Agreement, at the effective time of the Merger on November 30, 2016, the directors of Merger Sub immediately prior to the Effective Time, Sam Nazarian became the director of the Surviving Corporation. Upon consummation of the Merger, Sam Nazarian was elected Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In accordance with the Merger Agreement, at the effective time of the Merger on November 30, 2016, the Company’s Certificate of Incorporation and Bylaws were amended and restated. The Amended and Restated Certificate of Incorporation and Bylaws of the Company are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

The foregoing descriptions of the Amended and Restated Certificate of Incorporation and Bylaws are not complete and are subject to, and qualified in their entirety by, reference to the Amended and Restated Certificate of Incorporation and Bylaws of the Company, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and are incorporated herein by reference.

Item 8.01 Other Events

On November 30, 2016, the Company and SBE issued a joint press release announcing the closing of the Merger. The full text of the press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

  2.1 Agreement and Plan of Merger, dated as of May 9, 2016, by and among Morgans Hotel Group Co., SBEEG Holdings, LLC and Trousdale Acquisition Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2016).

2.2	Amendment No. 1 dated November 8, 2016 to the Agreement and Plan of Merger, dated as of May 9, 2016, by and among Morgans Hotel Group Co., SBEEG Holdings, LLC and Trousdale Acquisition Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2016).
3.1	Second Amended and Restated Certificate of Incorporation of Morgans Hotel Group Co.
3.2	Second Amended and Restated Bylaws of Morgans Hotel Group Co.
99.1	Joint press release, dated December 1, 2016, of Morgans Hotel Group Co. and SBEEG Holdings, LLC announcing the closing of the Merger.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MORGANS HOTEL GROUP CO.
Date: December 1, 2016	By:	/s/ Richard Szymanski
		Name:	Richard Szymanski
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of May 9, 2016, by and among Morgans Hotel Group Co., SBEEG Holdings, LLC and Trousdale Acquisition Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2016).
2.2	Amendment No. 1 dated November 8, 2016 to the Agreement and Plan of Merger, dated as of May 9, 2016, by and among Morgans Hotel Group Co., SBEEG Holdings, LLC and Trousdale Acquisition Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2016).
3.1	Second Amended and Restated Certificate of Incorporation of Morgans Hotel Group Co.
3.2	Second Amended and Restated Bylaws of Morgans Hotel Group Co.
99.1	Joint press release, dated December 1, 2016, of Morgans Hotel Group Co. and SBEEG Holdings, LLC announcing the closing of the Merger.

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

MORGANS HOTEL GROUP CO.

ARTICLE 1

The name of this Corporation is Morgans Hotel Group Co.

ARTICLE 2

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 in the County of New Castle. The name of the corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE 3

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “General Corporation Law”).

ARTICLE 4

The total number of shares of all classes of stock which the corporation shall have authority to issue is 1,000 shares, consisting of 1,000 shares of Common Stock, $.01 par value per share (the “Common Stock”). The corporation’s board of directors is authorized to provide for the issuance of any or all shares of the Preferred Stock in one or more series, and to fix by resolution or resolutions the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions, for each such series, and the number of shares constituting any such series, and to increase or decrease the number of shares of any series subsequent to the issuance thereof, but not below the number thereof then outstanding.

ARTICLE 5

Except as otherwise provided in this Second Amended and Restated Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

ARTICLE 6

The number of directors of the Corporation shall be fixed from time to time by a bylaw or amendment thereof duly adopted by the board of directors or by the stockholders.

ARTICLE 7

Elections of directors need not be by written ballot unless and to the extent the Bylaws of the Corporation shall so provide.

ARTICLE 8

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the Bylaws of the Corporation.

ARTICLE 9

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law is amended after the effective date of this Second Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.

Any repeal or modification of this Article 9 shall not increase the personal liability of any director of this Corporation for any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

The provisions of this Article 9 shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director which has not been eliminated by the provisions of this Article 9.

ARTICLE 10

The Corporation shall indemnify to the full extent authorized or permitted by law (as now or hereafter in effect) any person made, or threatened to be made, a party or witness to any action, suit or proceeding (whether civil or criminal or otherwise) by reason of the fact that he is or was a director or officer of the Corporation or by reason of the fact that such director or officer, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law. No amendment or repeal of this Article 10 shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal.

ARTICLE 11

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED BYLAWS

OF

MORGANS HOTEL GROUP CO.

a Delaware corporation

ARTICLE I	OFFICES	1
Section 1.1	Registered Office	1
Section 1.2	Principal Office	1
Section 1.3	Other Offices	1
ARTICLE II	MEETINGS OF STOCKHOLDERS	1
Section 2.1	Time and Place of Meetings	1
Section 2.2	Annual Meetings	1
Section 2.3	Special Meetings	1
Section 2.4	Stockholder Lists	1
Section 2.5	Notice of Meetings	2
Section 2.6	Quorum and Adjournment	2
Section 2.7	Voting	2
Section 2.8	Action Without Meeting	3
ARTICLE III	DIRECTORS	3
Section 3.1	Powers	3
Section 3.2	Number, Election and Tenure	3
Section 3.3	Vacancies and Newly Created Directorships	3
Section 3.4	Meetings	3
Section 3.5	Annual Meeting	3
Section 3.6	Regular Meetings	3
Section 3.7	Special Meetings	4
Section 3.8	Quorum	4
Section 3.9	Fees and Compensation	4
Section 3.10	Meetings by Telephonic Communication	4
Section 3.11	Committees	4
Section 3.12	Action Without Meetings	5
Section 3.13	Removal	5
Section 3.14	Chairman of the Board	5
ARTICLE IV	OFFICERS	5
Section 4.1	Appointment and Salaries	5
Section 4.2	Removal and Resignation	5

Section 4.3	Chief Executive Officer	5
Section 4.4	President	6
Section 4.5	Vice President	6
Section 4.6	Secretary and Assistant Secretary	6
Section 4.7	Chief Financial Officer	6
Section 4.8	Assistant Officers	7
ARTICLE V	SEAL	7
ARTICLE VI	STOCK	7
Section 6.1	Certificated and Uncertificated Stock	7
Section 6.2	Special Designation on Certificates	7
ARTICLE VII	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	8
ARTICLE VIII	TRANSFERS OF STOCK	8
ARTICLE IX	LOST, STOLEN OR DESTROYED CERTIFICATES	8
ARTICLE X	RECORD DATE	8
ARTICLE XI	REGISTERED STOCKHOLDERS	8
ARTICLE XII	FISCAL YEAR	9
ARTICLE XIII	AMENDMENTS	9
ARTICLE XIV	DIVIDENDS	9
Section 14.1	Declaration	9
Section 14.2	Set Aside Funds	9
ARTICLE XV	INDEMNIFICATION AND INSURANCE	9
Section 15.1	Right to Indemnification	9
Section 15.2	Right to Advancement of Expenses	10
Section 15.3	Right of Indemnitee to Bring Suit	10
Section 15.4	Non-Exclusivity of Rights	11

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Section 15.5	Insurance	11
Section 15.6	Expenses as a Witness	11
Section 15.7	Indemnity Agreements	11
Section 15.8	Indemnification of Employees and Agents of the Corporation	11
Section 15.9	Nature of Rights	11

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SECOND AMENDED AND RESTATED BYLAWS

OF

MORGANS HOTEL GROUP CO.

a Delaware corporation

ARTICLE I

OFFICES

Section 1.1 Registered Office. The registered office of Morgans Hotel Group Co. (hereinafter called the “Corporation”) shall be at such place in the State of Delaware as shall be designated by the Board of Directors (the “Board”).

Section 1.2 Principal Office. The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board. The Board is granted full power and authority to change said principal office from one location to another.

Section 1.3 Other Offices. The Corporation may also have an office or offices at such other places, either within or without the State of Delaware, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Time and Place of Meetings. Meetings of stockholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2 Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.

Section 2.3 Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board.

Section 2.4 Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.5 Notice of Meetings.

(a) Written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which such meeting has been called, shall be given to each stockholder of record, whether or not entitled to vote at such meeting, not less than ten (10) days nor more than sixty (60) days before the date of the meeting. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

(b) Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Notice of any meeting of stockholders shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.6 Quorum and Adjournment. The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Certificate of Incorporation; provided, however, that the stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Section 2.7 Voting. In all matters, when a quorum is present at any meeting, the vote of the holders of a majority of the shares of capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Such vote may be viva voce or by written ballot; provided, however, that the Board may, in its discretion, require a written ballot for any vote, and further provided that all elections for directors must be by written ballot upon demand made by a stockholder at any election and before the voting begins.

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Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder.

Section 2.8 Action Without Meeting. Unless otherwise restricted by applicable law or by the Certificate of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if a majority of the shares of stock issued and outstanding and entitled to vote (unless a greater vote is required by law or by the Certificate of Incorporation) consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of stockholders.

ARTICLE III

DIRECTORS

Section 3.1 Powers. The Board shall have the power to manage or direct the management of the property, business and affairs of the Corporation, and except as expressly limited by law, to exercise all of its corporate powers. The Board may establish procedures and rules, or may authorize the Chairman of any meeting of stockholders to establish procedures and rules, for the fair and orderly conduct of any meeting including, without limitation, registration of the stockholders attending the meeting, adoption of an agenda, establishing the order of business at the meeting, recessing and adjourning the meeting for the purposes of tabulating any votes and receiving the results thereof, the timing of the opening and closing of the polls, and the physical layout of the facilities for the meeting.

Section 3.2 Number, Election and Tenure. The Board shall consist of one or more members. The exact total number of directors shall be determined from time to time by resolution of the Board. Directors shall be elected at the annual meeting of stockholders, and each director shall serve until such person’s successor is elected and qualified or until such person’s death, retirement, resignation or removal.

Section 3.3 Vacancies and Newly Created Directorships. Any newly created directorship resulting from an increase in the number of directors may be filled by a majority of the Board then in office, provided that a quorum is present, and any other vacancy on the Board may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.

Section 3.4 Meetings. The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Section 3.5 Annual Meeting. The Board shall meet as soon as practicable after each annual election of directors.

Section 3.6 Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall from time to time be determined by resolution of the Board. Notice of the time, place and purpose of any such meeting shall be given to the directors by the

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Secretary, or in case of the Secretary’s absence, refusal or inability to act, by any other officer. Any such notice may be given by mail, by electronic mail, by telephone, by personal service, or by any combination thereof as to different directors at least 72 hours in advance of such meeting.

Section 3.7 Special Meetings. Special meetings of the Board may be called at any time, and for any purpose permitted by law, by the Chairman of the Board (or, if the Board does not appoint a Chairman of the Board, the President), or by the Secretary on the written request of any two members of the Board unless the Board consists of only one director in which case the special meeting shall be called on the written request of the sole director, which meetings shall be held at the time and place designated by the person or persons calling the meeting. Notice of the time, place and purpose of any such meeting shall be given to the directors by the Secretary, or in case of the Secretary’s absence, refusal or inability to act, by any other officer or by any director. Any such notice may be given by mail, by electronic mail, by telephone, by personal service, or by any combination thereof as to different directors at least 24 hours in advance of such meeting.

Section 3.8 Quorum. At all meetings of the Board, (i) a majority of the total number of directors shall constitute a quorum for the transaction of business, and (ii) the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law or by the Certificate of Incorporation or by these Bylaws. Any meeting of the Board may be adjourned to meet again at a stated day and hour. Even though a quorum is not present, as required in this Section, a majority of the directors present at any meeting of the Board, either regular or special, may adjourn from time to time until a quorum be had. Notice of any adjourned meeting need not be given.

Section 3.9 Fees and Compensation. Each director and each member of a committee of the Board shall receive such fees and reimbursement of expenses incurred on behalf of the Corporation or in attending meetings as the Board may from time to time determine. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.10 Meetings by Telephonic Communication. Members of the Board or any committee thereof may participate in a regular or special meeting of such Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 3.11 Committees. The Board may designate committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Upon the absence or disqualification of a member of a committee, if the Board has not designated one or more alternates (or if such alternate(s) are then absent or disqualified), the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member or alternate. Subject to the

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limitations of applicable law, any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it. Each committee shall have such name as may be determined from time to time by resolution adopted by the Board. Each committee shall keep minutes of its meetings and report to the Board when required.

Section 3.12 Action Without Meetings. Unless otherwise restricted by applicable law or by the Certificate of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in accordance with applicable law.

Section 3.13 Removal. Unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares of capital stock entitled to vote at an election of directors.

Section 3.14 Chairman of the Board. The Board may, at its election, appoint a Chairman of the Board who shall have authority to call and preside at all meetings of the stockholders and of the Board. The Chairman of the Board shall not have authority to act as an officer of the Corporation, sign stock certificates or otherwise act as an agent of the Corporation, except as expressly authorized by the Board.

ARTICLE IV

OFFICERS

Section 4.1 Appointment and Salaries. The officers of the Corporation shall be appointed by the Board and shall be a President, a Secretary and a Chief Financial Officer. The Board may also appoint a Chief Executive Officer and one or more Vice Presidents and the Board or the President may appoint such other officers (including Assistant Secretaries and Treasurers) as the Board or the President may deem necessary or desirable. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The Board shall fix the salaries of all officers appointed by it. Unless prohibited by applicable law or by the Certificate of Incorporation or by these Bylaws, one person may be elected or appointed to serve in more than one official capacity. Any vacancy occurring in any office of the Corporation shall be filled by the Board.

Section 4.2 Removal and Resignation. Any officer may be removed, either with or without cause, by the Board or, in the case of an officer not appointed by the Board, by the President. Any officer may resign at any time by giving notice to the Board, the President or Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 4.3 Chief Executive Officer. The Chief Executive officer shall have general and active management, supervision, direction, and control of the business of the

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corporation. He or she shall assist in the management of the corporation, and in the absence or disability of or upon the delegation by the Chairman of the Board, he or she shall preside at all meetings of stockholders and of the Board. He or she shall report from time to time to the Board all matters within his or her knowledge which the interest of the corporation may require to be brought to the attention of the Board. The Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation and shall exercise such powers and perform such duties as generally pertain or are necessarily incidental to his or her office and shall have such other powers and perform such other duties as may be specifically assigned to him or her from time to time by the Board.

Section 4.4 President. Subject to such powers, if any, as may be given by the Board to the Chief Executive Officer, if there is such an officer, the President shall have supervising authority over and may exercise general executive powers concerning all of the operations and business of the Corporation, with the authority from time to time to delegate to other officers such executive and other powers and duties as he or she may deem advisable. The President shall also perform such duties as may be specifically assigned to him or her from time to time by the Board or the Chief Executive Officer. If there be no Chief Executive Officer, or in his or her absence, the President shall preside at all meetings of the stockholders and of the Board, unless the Board appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 4.5 Vice President. In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President, if any, (or if there be more than one Vice President, the Vice Presidents in the order of their rank or, if of equal rank, then in the order designated by the Board or the President or, in the absence of any designation, then in the order of their appointment) shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The rank of Vice Presidents in descending order shall be Executive Vice President, Senior Vice President and Vice President. The Vice President shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 4.6 Secretary and Assistant Secretary. The Secretary shall attend all meetings of the Board (unless the Board shall otherwise determine) and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board in a book to be kept for that purpose and shall perform like duties for the committees when required. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board. The Secretary shall have custody of the corporate seal of the Corporation and shall (as well as any Assistant Secretary) have authority to affix the same to any instrument requiring it and to attest it. The Secretary shall perform such other duties and have such other powers as the Board or the President may from time to time prescribe.

Section 4.7 Chief Financial Officer. The Chief Financial Officer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Chief Financial Officer may disburse the funds of the Corporation as may be ordered by the Board or the President, taking proper vouchers for such disbursements,

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and shall render to the Board at its regular meetings, or when the Board so requires, an account of transactions and of the financial condition of the Corporation. The Chief Financial Officer shall perform such other duties and have such other powers as the Board or the President may from time to time prescribe.

Section 4.8 Assistant Officers. An assistant officer shall, in the absence of the officer to whom such person is an assistant or in the event of such officer’s inability or refusal to act (or, if there be more than one such assistant officer, the assistant officers in the order designated by the Board or the President or, in the absence of any designation, then in the order of their appointment), perform the duties and exercise the powers of such officer. An assistant officer shall perform such other duties and have such other powers as the Board or the President may from time to time prescribe.

ARTICLE V

SEAL

It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the Corporation that the execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts and writings of all kinds signed on behalf of the Corporation by any authorized officer or officers shall be as effectual and binding on the Corporation without the corporate seal, as if the execution of the same had been evidenced by affixing the corporate seal thereto. The Board may give general authority to any officer to affix the seal of the Corporation and to attest the affixing by signature.

ARTICLE VI

STOCK

Section 6.1 Certificated and Uncertificated Stock. The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any class or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him or her in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of the issue.

Section 6.2 Special Designation on Certificates. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock. Except as otherwise provided

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in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

ARTICLE VII

REPRESENTATION OF SHARES OF OTHER CORPORATIONS

Any and all securities of any other entity standing in the name of the Corporation shall be voted, and all rights incident thereto shall be represented and exercised on behalf of the Corporation, as follows: (i) as the Board may determine from time to time, or (ii) in the absence of such determination, by the Chairman of the Board, or (iii) if the Chairman of the Board shall not vote or otherwise act with respect to the securities, by the President. The foregoing authority may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

ARTICLE VIII

TRANSFERS OF STOCK

Upon surrender of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

ARTICLE IX

LOST, STOLEN OR DESTROYED CERTIFICATES

The Board may direct a new certificate or certificates be issued in place of any certificate theretofore issued alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issuance of a new certificate, the Board may, in its discretion and as a condition precedent to the issuance, require the owner of such certificate or certificates, or such person’s legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the lost, stolen or destroyed certificate.

ARTICLE X

INTENTIONALLY OMITTED

Intentionally omitted.

ARTICLE XI

REGISTERED STOCKHOLDERS

The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof and shall not be bound to

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recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by applicable law.

ARTICLE XII

FISCAL YEAR

The fiscal year of the Corporation shall be fixed by resolution of the Board.

ARTICLE XIII

AMENDMENTS

Subject to any contrary or limiting provisions contained in the Certificate of Incorporation, these Bylaws may be amended or repealed, or new Bylaws may be adopted (a) by the affirmative vote of the holders of at least a majority of the common stock of the Corporation, or (b) by the affirmative vote of the majority of the Board at any regular or special meeting. Any Bylaws adopted or amended by the stockholders may be amended or repealed by the Board or the stockholders.

ARTICLE XIV

DIVIDENDS

Section 14.1 Declaration. Dividends on the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting, pursuant to law, and may be paid in cash, in property or in shares of capital stock.

Section 14.2 Set Aside Funds. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall determine to be in the best interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE XV

INDEMNIFICATION AND INSURANCE

Section 15.1 Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of

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Delaware, as the same exist or may hereafter be amended, against all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board; provided, further, that the Corporation shall have no obligation to indemnify any such indemnitee for acts or omissions or alleged acts or omissions that the indemnitee knew or should have known were illegal or acts of fraud.

Section 15.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 15.1 of this Article shall include the right to be paid by the Corporation the expenses (including reasonable attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 15.3 Right of Indemnitee to Bring Suit. If a claim under Section 15.1 or 15.2 of this Article is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. It shall be a defense to any such action (other than an action brought to enforce a claim for advancement of expenses where the required undertaking has been tendered to the Corporation) that the indemnitee has failed to meet a standard of conduct which makes it permissible under Delaware law for the Corporation to indemnify the indemnitee for the amount claimed. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the indemnitee is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

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Section 15.4 Non-Exclusivity of Rights. The right to indemnification and the advancement of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 15.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Delaware law.

Section 15.6 Expenses as a Witness. To the extent that any director, officer, employee or agent of the Corporation is by reason of such position, or a position with another entity at the request of the Corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

Section 15.7 Indemnity Agreements. The Corporation may enter into agreements with any director, officer, employee or agent of the Corporation providing for indemnification to the fullest extent permitted by Delaware law.

Section 15.8 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent permitted by Delaware law

Section 15.9 Nature of Rights. The rights conferred upon indemnitees in this Article shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

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EX-99.1

Exhibit 99.1

SBE COMPLETES ACQUISITION OF MORGANS HOTEL GROUP

Expands sbe’s portfolio to 22 hotels, and 129 venues to position sbe as the

leading global lifestyle hospitality brand

The Yucaipa Companies consents to transaction and together with Cain Hoy

Enterprises will hold substantial Preferred and Common Equity stake in sbe

Security Benefit to provide debt financing for recapitalization;

Ron Burkle and Jonathan Goldstein to join Sam Nazarian on sbe Board of

Directors

NEW YORK (December 1, 2016) – sbe Founder and Chief Executive Officer Sam Nazarian today announced with partners Ron Burkle and Cain Hoy Enterprises the definitive closing of sbe’s acquisition of Morgans Hotel Group, a move that further expands its international footprint and solidifies its unique position as the preeminent global leader of lifestyle hospitality management, entertainment, food & beverage and development. The transaction, which has a value of $805 million, more than doubles the number of hotels in sbe’s portfolio that includes more than 100 properties currently operating or in development.

“sbe is the only global hospitality company that offers a complete 360-degree lifestyle experience, from hotels and residences to restaurants, entertainment and nightlife,” says Nazarian. “Guests can stay, play, eat and indulge, all within our portfolio of assets.”

The acquisition brings Morgans’ iconic Delano and Mondrian brands – along with 13 domestic and international hotel management and franchise/licensing agreements – together with sbe’s existing collection of notable hotel brands, which include such imprints as SLS hotels, The Redbury hotels, and Hyde hotels. sbe’s award-winning restaurant brands include The Bazaar by José Andrés, Fi’lia by Michael Schwartz, Katsuya, Cleo, Umami Burger and Hyde Lounge. As part of the Morgans acquisition, sbe takes direct ownership of the 194-room Delano Hotel in South Beach, the 878-room Hudson Hotel in New York City and the 372-room Clift Hotel in San Francisco.

Nazarian adds, “The acquisition of Morgans not only further expands our offering – but brings the invaluable partnerships of Ron Burkle and Cain Hoy Enterprises. sbe will now have a presence from San Francisco to Doha; Los Angeles to London - and brings its impressive history, talented team and culture of service and innovation to the sbe family. We couldn’t be more pleased about the transaction.”

“Our successful two-year relationship with Cain Hoy and their talented leadership team headed by Todd Boehly and Jonathan Goldstein is a testament to Cain Hoy’s vision and innovative investment philosophy of helping companies grow through invaluable guidance and capital,” says Nazarian. “The shoulder-to-shoulder relationship that the sbe team and I have had with Cain Hoy has allowed sbe the confidence to pursue global and disciplined growth to the benefit of all of our shareholders.”

THE FUTURE

sbe’s growth will accelerate in coming months, further growing its footprint with the recent openings of The Redbury in New York and SLS Brickell in Miami, and four additional hotels expected to open in 2017, Mondrian Doha, Qatar; as well as SLS Park Avenue New York, SLS Seattle and Hyde Hotel and Residences, South Florida. An additional nine hotels will be opening within the next two years, bringing sbe’s portfolio to 35 hotel properties by year-end, 2018.

Upon the acquisition, the expanded company will operate under the name of sbe and feature a portfolio of 22 world-class international lifestyle hotels in global markets such as Los Angeles, New York, Las Vegas, Miami, San Francisco, Istanbul and London, in addition to residential properties within North America. sbe currently offers 129 hotel, entertainment, nightlife and restaurant venues globally.

sbe expects to integrate its brands and successful revenue-driven strategies throughout the Morgans portfolio, including cutting-edge marketing and sponsorship platforms, its innovative customer loyalty and rewards program, THE CODE, which boasts over 2 million members, and residential, service department, restaurant and hotel development and design operations.

Nazarian will retain all day-to-day management responsibilities and half of the common stock interests in sbe with the remaining half of the common stock and $150 million of newly issued preferred equity shared equally between Cain Hoy and Yucaipa. The acquisition necessitated Yucaipa’s support, which was provided given the opportunity.

“I like to work with creative, strategic-thinking leaders, and Sam Nazarian is one of the best in the business,” says Ron Burkle. “I’m excited to work with Sam and his exceptional team at sbe towards redefining the hospitality landscape.”

Both Jonathan Goldstein of Cain Hoy and Ron Burkle will join Nazarian on sbe’s Board of Directors.

BEHIND SBE

“My father Younes and my brother David have been a critical part of the development of sbe and I am thrilled to continue our work together and to collaborate on this next phase of the company with Jonathan Goldstein, Cain Hoy Enterprises and Ron Burkle, with Yucaipa’s growing portfolio of world-class hospitality assets in Soho House, Sydell Group and Discovery Land Company. Cain Hoy and Yucaipa’s investment significantly improves sbe’s financial strength and provides us with the opportunity to invest funds to refresh the iconic Morgans-owned properties, Delano and Hudson,” says Nazarian. “Equally important, it gives us the flexibility to pursue growth opportunities.”

“By adding the Morgans portfolio to sbe’s existing stable of brands, I am confident that with Sam and his executive team at the helm, we will leverage this acquisition into strong growth for the company,” says Jonathan Goldstein of Cain Hoy.

Dakota Development, the real estate development subsidiary of sbe, will have a prominent role in the development of sbe properties around the world.

The acquisition grows the number of sbe employees to 5,000, and will include the recruiting of additional top executives to lead critical disciplines throughout the organization.

Houlihan Lokey served as financial advisor and O’Melveny & Myers served as legal advisors to sbe on the transaction.

###

About sbe

Established in 2002 by Founder and CEO Sam Nazarian, sbe is a privately-held, leading lifestyle hospitality company that develops, manages and operates award-winning hotels, residences, restaurants and nightclubs. Through exclusive partnerships with cultural visionaries, sbe is devoted to creating extraordinary experiences throughout its proprietary brands with a commitment to authenticity, sophistication, mastery and innovation. Following the acquisition of Morgans Hotel Group, the pioneer of boutique lifestyle hotels, sbe has an unparalleled global portfolio featuring 22 world-class lifestyle hotel properties in 9 attractive gateway markets and more than 129 global world-renowned hotel, entertainment and food & beverage outlets. The company is uniquely positioned to offer a complete lifestyle experience - from nightlife, food & beverage and entertainment to hotels and residences, and through its innovative customer loyalty and rewards program, The Code, as well as its award-winning international real estate development subsidiary, Dakota Development - all of which solidify sbe as the preeminent leader across hospitality. sbe will continue its expansion with 13 hotel properties opening in the next two years (some with residences), including the SLS New York, SLS Seattle, Mondrian Doha and Mondrian Dubai. The company’s established and upcoming hotel brands include SLS Hotel & Residences, Delano, Mondrian, Redbury, Hyde Hotel & Residences, Clift, Hudson, Morgans, Royalton, Sanderson and St Martins Lane. In addition, sbe has the following international acclaimed restaurants and lounges: Katsuya, Cleo, The Bazaar by José Andrés, Fi’lia by Michael Schwartz, Umami Burger, Hyde Lounge and Skybar. More information about sbe can be obtained at sbe.com or by downloading the sbe App.

About The Yucaipa Companies

The Yucaipa Companies is a premier investment firm that has established a record of fostering economic value through the growth and responsible development of companies. As an investor, Yucaipa works with management to strategically reposition businesses and implement operational improvements, resulting in value creation for stakeholders, customer and employees. Founded in 1986 by Ron Burkle, the firm has completed mergers and acquisitions valued at more than $40 billion. For more information visit www.yucaipaco.com.

About Cain Hoy

§ Cain Hoy Enterprises is a private investment company financed with permanent capital that owns a diversified portfolio of real estate investments.

§ Cain Hoy won Financier of the Year at the Property Week Property Awards 2015 and Residential Financier of the Year at the RESI Awards.

§ Further information is available at www.cainhoyenterprises.com.