UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
LA QUINTA HOLDINGS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
50420D108
(CUSIP Number)
December 31, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s 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).
| CUSIP No. 50420D108 | 13G | Page 2 of 30 |
| 1. | Name of Reporting Persons:
BRE/LQJV-NQ L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
22,724,794 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
22,724,794 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
22,724,794 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
17.4% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 50420D108 | 13G | Page 3 of 30 |
| 1. | Name of Reporting Persons:
BRE/Prime Mezz 2 L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
3,129,172 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,129,172 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,129,172 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
2.4% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 50420D108 | 13G | Page 4 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners IV L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
4,896,344 | ||||
| 6. | Shared Voting Power:
22,724,794 | |||||
| 7. | Sole Dispositive Power:
4,896,344 | |||||
| 8. | Shared Dispositive Power:
22,724,794 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
27,621,138 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
21.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 5 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners IV.F L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
594,323 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
594,323 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
594,323 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.5% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 6 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners IV.TE.2 L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
240,456 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
240,456 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
240,456 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 7 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners (DC) IV.TE.1 L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
640,324 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
640,324 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
640,324 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.5% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 8 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners (DC) IV.TE.2 L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
879,559 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
879,559 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
879,559 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 9 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners (DC) IV.TE.3-A L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
1,020,748 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
1,020,748 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,020,748 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.8% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 10 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Holdings IV L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
299,304 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
299,304 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
299,304 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 11 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners V L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
10,223,900 | ||||
| 6. | Shared Voting Power:
22,724,794 | |||||
| 7. | Sole Dispositive Power:
10,223,900 | |||||
| 8. | Shared Dispositive Power:
22,724,794 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
32,948,694 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
25.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 12 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners V.F L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
2,856,550 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
2,856,550 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,856,550 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
2.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 13 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners V.TE.1 L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
3,681,924 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,681,924 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,681,924 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
2.8% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 14 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners V.TE.2 L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
9,459,521 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
9,459,521 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
9,459,521 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
7.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 15 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Partners (AIV) V L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
296,381 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
296,381 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
296,381 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 16 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Holdings V L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
1,491,448 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
1,491,448 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,491,448 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 17 of 30 |
| 1. | Name of Reporting Persons:
BRE/Prime Mezz 3-A L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
3,129,172 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,129,172 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,129,172 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
2.4% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 50420D108 | 13G | Page 18 of 30 |
| 1. | Name of Reporting Persons:
BRE/Prime Holdings L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
3,129,172 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,129,172 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,129,172 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
2.4% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 50420D108 | 13G | Page 19 of 30 |
| 1. | Name of Reporting Persons:
WIH Hotels L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
3,129,172 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
3,129,172 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,129,172 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
2.4% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 50420D108 | 13G | Page 20 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Associates IV L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
8,271,754 | ||||
| 6. | Shared Voting Power:
22,724,794 | |||||
| 7. | Sole Dispositive Power:
8,271,754 | |||||
| 8. | Shared Dispositive Power:
22,724,794 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
30,996,548 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
23.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 21 of 30 |
| 1. | Name of Reporting Persons:
BREA IV L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
8,271,754 | ||||
| 6. | Shared Voting Power:
22,724,794 | |||||
| 7. | Sole Dispositive Power:
8,271,754 | |||||
| 8. | Shared Dispositive Power:
22,724,794 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
30,996,548 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
23.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 50420D108 | 13G | Page 22 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Real Estate Associates V L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
26,518,276 | ||||
| 6. | Shared Voting Power:
22,724,794 | |||||
| 7. | Sole Dispositive Power:
26,518,276 | |||||
| 8. | Shared Dispositive Power:
22,724,794 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
49,243,070 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
37.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 23 of 30 |
| 1. | Name of Reporting Persons:
BREA V L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
26,518,276 | ||||
| 6. | Shared Voting Power:
22,724,794 | |||||
| 7. | Sole Dispositive Power:
26,518,276 | |||||
| 8. | Shared Dispositive Power:
22,724,794 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
49,243,070 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
37.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 50420D108 | 13G | Page 24 of 30 |
| 1. | Name of Reporting Persons:
BREP V Side-by-Side GP L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
1,491,448 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
1,491,448 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,491,448 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
1.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 50420D108 | 13G | Page 25 of 30 |
| 1. | Name of Reporting Persons:
BREP IV Side-by-Side GP L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
299,304 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
299,304 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
299,304 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 50420D108 | 13G | Page 26 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Holdings II L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Quebec, Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
59,305,576 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,305,576 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,305,576 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
45.4% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 27 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Holdings I/II GP Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
59,305,576 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,305,576 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,305,576 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
45.4% | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| CUSIP No. 50420D108 | 13G | Page 28 of 30 |
| 1. | Name of Reporting Persons:
The Blackstone Group L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
59,305,576 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,305,576 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,305,576 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
45.4% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 50420D108 | 13G | Page 29 of 30 |
| 1. | Name of Reporting Persons:
Blackstone Group Management L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
59,305,576 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,305,576 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,305,576 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
45.4% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 50420D108 | 13G | Page 30 of 30 |
| 1. | Name of Reporting Persons:
Stephen A. Schwarzman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. | Sole Voting Power:
59,305,576 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,305,576 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,305,576 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
45.4% | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
| Item 1. | (a). Name of Issuer |
La Quinta Holdings Inc. (the “Issuer”)
| (b). Address of Issuer’s Principal Executive Offices: |
909 Hidden Ridge, Suite 600
Irving, Texas 75038
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office |
| Item 2(c). | Citizenship |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
| (i) | BRE/LQJV-NQ L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (ii) | BRE/Prime Mezz 2 L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (iii) | Blackstone Real Estate Partners IV L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (iv) | Blackstone Real Estate Partners IV.F L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
Page 31
| (v) | Blackstone Real Estate Partners IV.TE.2 L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (vi) | Blackstone Real Estate Partners (DC) IV.TE.1 L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (vii) | Blackstone Real Estate Partners (DC) IV.TE.2 L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (viii) | Blackstone Real Estate Partners (DC) IV.TE.3-A L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (ix) | Blackstone Real Estate Holdings IV L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (x) | Blackstone Real Estate Partners V L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
| (xi) | Blackstone Real Estate Partners V.F L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xii) | Blackstone Real Estate Partners V.TE.1 L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xiii) | Blackstone Real Estate Partners V.TE.2 L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
Page 32
| (xiv) | Blackstone Real Estate Partners (AIV) V L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xv) | Blackstone Real Estate Holdings V L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xvi) | BRE/Prime Mezz 3-A L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xvii) | BRE/Prime Holdings L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xviii) | WIH Hotels L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xix) | Blackstone Real Estate Associates IV L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xx) | BREA IV L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxi) | Blackstone Real Estate Associates V L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
Page 33
| (xxii) | BREA V L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxiii) | BREP V Side-by-Side GP L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxiv) | BREP IV Side-by-Side GP L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxv) | Blackstone Holdings II L.P. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: Quebec, Canada
| (xxvi) | Blackstone Holdings I/II GP Inc. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxvii) | The Blackstone Group L.P. |
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxviii) | Blackstone Group Management L.L.C. |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xxix) | Stephen A. Schwarzman |
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: United States
Page 34
BRE/LQJV-NQ L.L.C. (“BRE-NQ”) directly holds 22,724,794 shares of Common Stock, BRE/Prime Mezz 2 L.L.C. (“BRE Prime”) directly holds 3,129,172 shares of Common Stock, Blackstone Real Estate Partners IV L.P. (“BREP IV”) directly holds 1,767,172 shares of Common Stock, Blackstone Real Estate Partners IV.F L.P. (“BREP IV F”) directly holds 594,323 shares of Common Stock, Blackstone Real Estate Partners IV.TE.2 L.P. (“BREP IV TE.2”) directly holds 240,456 shares of Common Stock, Blackstone Real Estate Partners (DC) IV.TE.1 L.P. (“BREPDC IV TE.1”) directly holds 640,324 shares of Common Stock, Blackstone Real Estate Partners (DC) IV.TE.2 L.P. (“BREPDC IV TE.2”) directly holds 879,559 shares of Common Stock, Blackstone Real Estate Partners (DC) IV.TE.3-A L.P. (“BREPDC IV TE.3”) directly holds 1,020,748 shares of Common Stock, Blackstone Real Estate Holdings IV L.P. (“BREH IV”) directly holds 299,304 shares of Common Stock, Blackstone Real Estate Partners V L.P. (“BREP V”) directly holds 10,223,900 shares of Common Stock, Blackstone Real Estate Partners V.F L.P. (“BREP V F”) directly holds 2,856,550 shares of Common Stock, Blackstone Real Estate Partners V.TE.1 L.P. (“BREP V TE.1”) directly holds 3,681,924 shares of Common Stock, Blackstone Real Estate Partners V.TE.2 L.P. (“BREP V TE.2”) directly holds 9,459,521 shares of Common Stock, Blackstone Real Estate Partners (AIV) V L.P. (“BREP AIV V”) directly holds 296,381 shares of Common Stock, and Blackstone Real Estate Holdings V L.P. (“BREH V,” and together with BRE-NQ, BRE Prime, BREP IV, BREP IV F, BREP IV TE.2, BREPDC IV TE.1, BREPDC IV TE.2, BREPDC IV TE.3, BREH IV, BREP V, BREP V F, BREP V TE.1, BREP V TE.2 and BREP AIV V, the “Blackstone Funds”) directly holds 1,491,448 shares of Common Stock.
The managing members of BRE-NQ are BREP IV and BREP V.
The managing member of BRE Prime is BRE/Prime Mezz 3-A L.L.C. The managing member of BRE/Prime Mezz 3-A L.L.C. is BRE/Prime Holdings L.L.C. The managing member of BRE/Prime Holdings L.L.C. is WIH Hotels L.L.C. The managing member of WIH Hotels L.L.C. is BREP IV.
The general partner of each of BREP IV, BREP IV F, BREP IV TE.2, BREPDC IV TE.1, BREPDC IV TE.2 and BREPDC IV TE.3 is Blackstone Real Estate Associates IV L.P. The general partner of Blackstone Real Estate Associates IV L.P. is BREA IV L.L.C.
The general partner of each of BREP V, BREP V F, BREP V TE.1, BREP V TE.2 and BREP AIV V is Blackstone Real Estate Associates V L.P. The general partner of Blackstone Real Estate Associates V L.P. is BREA V L.L.C.
The general partner of Blackstone Real Estate Holdings V L.P. is BREP V Side-by-Side GP L.L.C. The general partner of Blackstone Real Estate Holdings IV L.P. is BREP IV Side-by-Side GP L.L.C.
The sole member of each of BREP IV Side-by-Side GP L.L.C. and BREP V Side-by-Side GP L.L.C. and managing member of each of BREA IV L.L.C. and BREA V L.L.C is Blackstone Holdings II L.P.
The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The sole shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Page 35
Each such Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Funds to the extent they directly holds shares of Common Stock) is the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share (the “Common Stock”).
| Item 2(e). | CUSIP Number: |
50420D108
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
(a) Amount beneficially owned:
Calculations of the percentage of shares of Common Stock beneficially owned assume 130,722,563 shares of Common Stock outstanding as reported in the Form 424B4 filed by the Issuer with the Securities and Exchange Commission on November 20, 2014. As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person’s cover page.
BRE-NQ directly holds 22,724,794 shares of Common Stock, BRE Prime directly holds 3,129,172 shares of Common Stock, BREP IV directly holds 1,767,172 shares of Common Stock, BREP IV F directly holds 594,323 shares of Common Stock, BREP IV TE.2 directly holds 240,456 shares of Common Stock, BREPDC IV TE.1 directly holds 640,324 shares of Common Stock, BREPDC IV TE.2 directly holds 879,559 shares of Common Stock, BREPDC IV TE.3 directly holds 1,020,748 shares of Common Stock, BREH IV directly holds 299,304 shares of Common Stock, BREP V directly holds 10,223,900 shares of Common Stock, BREP V F directly holds 2,856,550 shares of Common Stock, BREP V TE.1 directly holds 3,681,924 shares of Common Stock, BREP V TE.2 directly holds 9,459,521 shares of Common Stock, BREP AIV V directly holds 296,381 shares of Common Stock, and BREH V directly holds 1,491,448 shares of Common Stock.
(b) Percent of class:
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person’s cover page.
Page 36
(c) Number of Shares as to which the Reporting Person has:
| (i) | Sole power to vote or to direct the vote: |
See each cover page hereof.
| (ii) | Shared power to vote or to direct the vote: |
See each cover page hereof.
| (iii) | Sole power to dispose or to direct the disposition of: |
See each cover page hereof.
| (iv) | Shared power to dispose or to direct the disposition of: |
See each cover page hereof.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
Not applicable.
Page 37
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.
Dated: February 17, 2015
| BRE/LQJV-NQ L.L.C. | ||
| By: | /s/ William J. Stein | |
| Name: William J. Stein | ||
| Title: Senior Managing Director | ||
| BRE/ PRIME MEZZ 2 L.L.C. | ||
| By: | /s/ William J. Stein | |
| Name: William J. Stein | ||
| Title: Senior Managing Director | ||
| BRE/PRIME MEZZ 3-A L.L.C. | ||
| By: | /s/ William J. Stein | |
| Name: William J. Stein | ||
| Title: Senior Managing Director | ||
| BRE/PRIME HOLDINGS L.L.C. | ||
| By: | /s/ William J. Stein | |
| Name: William J. Stein | ||
| Title: Senior Managing Director | ||
[La Quinta Holdings Inc. Schedule 13G]
| WIH HOTELS L.L.C. | ||||||||
| By: Blackstone Real Estate Partners IV L.P., its managing member | ||||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||||
| By: BREA IV L.L.C., its general partner |
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS IV L.P. | ||||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||||
| By: BREA IV L.L.C., its general partner | ||||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS IV.F L.P | ||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||
| By: BREA IV L.L.C., its general partner | ||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS IV.TE.2 L.P. | ||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||
| By: BREA IV L.L.C., its general partner | ||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
[La Quinta Holdings Inc. Schedule 13G]
| BLACKSTONE REAL ESTATE PARTNERS (DC) IV.TE.1 L.P. | ||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||
| By: BREA IV L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS (DC) IV.TE.2 L.P. | ||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||
| By: BREA IV L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS (DC) IV.TE.3-A L.P. | ||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||
| By: BREA IV L.L.C., its general partner | ||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE HOLDINGS IV L.P. | ||||||
| By: BREP IV Side-by-Side GP L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS V L.P. | ||||||
| By: Blackstone Real Estate Associates V L.P., its general partner | ||||||
| By: BREA V L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
[La Quinta Holdings Inc. Schedule 13G]
| BLACKSTONE REAL ESTATE PARTNERS V.F L.P. | ||||
| By: Blackstone Real Estate Associates V L.P., its general partner | ||||
| By: BREA V L.L.C., its general partner | ||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS V.TE.1 L.P. | ||||
| By: Blackstone Real Estate Associates V L.P., its general partner | ||||
| By: BREA V L.L.C., its general partner | ||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS V.TE.2 L.P. | ||||
| By: Blackstone Real Estate Associates V L.P., its general partner | ||||
| By: BREA V L.L.C., its general partner | ||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS (AIV) V L.P. | ||||
| By: Blackstone Real Estate Associates V L.P., its general partner | ||||
| By: BREA V L.L.C., its general partner | ||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE HOLDINGS V L.P. | ||||
| By: BREP V Side-by-Side GP L.L.C., its general partner | ||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
[La Quinta Holdings Inc. Schedule 13G]
| BLACKSTONE REAL ESTATE ASSOCIATES IV L.P. | ||||||
| By: BREA IV L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE ASSOCIATES V L.P. | ||||||
| By: BREA V L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BREP IV SIDE-BY-SIDE GP L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BREP V SIDE-BY-SIDE GP L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BREA IV L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BREA V L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE HOLDINGS II L.P. | ||||||
| By: Blackstone Holdings I/II GP Inc., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
[La Quinta Holdings Inc. Schedule 13G]
| BLACKSTONE HOLDINGS I/II GP INC. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| THE BLACKSTONE GROUP L.P. | ||
| By: Blackstone Group Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| STEPHEN A. SCHWARZMAN | ||
| /s/ Stephen A. Schwarzman | ||
| Name: Stephen A. Schwarzman | ||
[La Quinta Holdings Inc. Schedule 13G]
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated February 17, 2015, among the Reporting Persons (filed herewith). |
[La Quinta Holdings Inc. - Schedule 13G]
Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of BRE/LQJV-NQ L.L.C., BRE/Prime Mezz 2 L.L.C., Blackstone Real Estate Partners IV L.P., Blackstone Real Estate Partners IV.F L.P., Blackstone Real Estate Partners IV.TE.2 L.P., Blackstone Real Estate Partners (DC) IV.TE.1 L.P., Blackstone Real Estate Partners (DC) IV.TE.2 L.P., Blackstone Real Estate Partners (DC) IV.TE.3-A L.P., Blackstone Real Estate Holdings IV L.P., Blackstone Real Estate Partners V L.P., Blackstone Real Estate Partners V.F L.P., Blackstone Real Estate Partners V.TE.1 L.P., Blackstone Real Estate Partners V.TE.2 L.P., Blackstone Real Estate Partners (AIV) V L.P., Blackstone Real Estate Holdings V L.P., BRE/Prime Mezz 3-A L.L.C., BRE/Prime Holdings L.L.C., WIH Hotels L.L.C., Blackstone Real Estate Associates IV L.P., BREA IV L.L.C., Blackstone Real Estate Associates V L.P., BREA V L.L.C., BREP V Side-by-Side GP L.L.C., BREP IV Side-by-Side GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of La Quinta Holdings Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 17th day of February 2015.
Page 45
| BRE/LQJV-NQ L.L.C. | ||
| By: | /s/ William J. Stein | |
| Name: William J. Stein | ||
| Title: Senior Managing Director | ||
| BRE/ PRIME MEZZ 2 L.L.C. | ||
| By: | /s/ William J. Stein | |
| Name: William J. Stein | ||
| Title: Senior Managing Director | ||
| BRE/PRIME MEZZ 3-A L.L.C. | ||
| By: | /s/ William J. Stein | |
| Name: William J. Stein | ||
| Title: Senior Managing Director | ||
| BRE/PRIME HOLDINGS L.L.C. | ||
| By: | /s/ William J. Stein | |
| Name: William J. Stein | ||
| Title: Senior Managing Director | ||
| WIH HOTELS L.L.C. | ||||||||
| By: Blackstone Real Estate Partners IV L.P., its managing member | ||||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||||
| By: BREA IV L.L.C., its general partner | ||||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS IV L.P. | ||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||
| By: BREA IV L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
[La Quinta Holdings Inc. - Joint Filing Agreement]
| BLACKSTONE REAL ESTATE PARTNERS IV.F L.P | ||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||
| By: BREA IV L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS IV.TE.2 L.P. | ||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||
| By: BREA IV L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS (DC) IV.TE.1 L.P. | ||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||
| By: BREA IV L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS (DC) IV.TE.2 L.P. | ||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||
| By: BREA IV L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
[La Quinta Holdings Inc. - Joint Filing Agreement]
| BLACKSTONE REAL ESTATE PARTNERS (DC) IV.TE.3-A L.P. | ||||||
| By: Blackstone Real Estate Associates IV L.P., its general partner | ||||||
| By: BREA IV L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE HOLDINGS IV L.P. | ||||||
| By: BREP IV Side-by-Side GP L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS V L.P. | ||||||
| By: Blackstone Real Estate Associates V L.P., its general partner | ||||||
| By: BREA V L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS V.F L.P. | ||||||
| By: Blackstone Real Estate Associates V L.P., its general partner | ||||||
| By: BREA V L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS V.TE.1 L.P. | ||||||
| By: Blackstone Real Estate Associates V L.P., its general partner | ||||||
| By: BREA V L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
[La Quinta Holdings Inc. - Joint Filing Agreement]
| BLACKSTONE REAL ESTATE PARTNERS V.TE.2 L.P. | ||||||
| By: Blackstone Real Estate Associates V L.P., its general partner | ||||||
| By: BREA V L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE PARTNERS (AIV) V L.P. | ||||||
| By: Blackstone Real Estate Associates V L.P., its general partner | ||||||
| By: BREA V L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE HOLDINGS V L.P. | ||||||
| By: BREP V Side-by-Side GP L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE ASSOCIATES IV L.P. | ||||||
| By: BREA IV L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE REAL ESTATE ASSOCIATES V L.P. | ||||||
| By: BREA V L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BREP IV SIDE-BY-SIDE GP L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
[La Quinta Holdings Inc. - Joint Filing Agreement]
| BREP V SIDE-BY-SIDE GP L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BREA IV L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BREA V L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE HOLDINGS II L.P. | ||||||
| By: Blackstone Holdings I/II GP Inc., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE HOLDINGS I/II GP INC. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| THE BLACKSTONE GROUP L.P. | ||||||
| By: Blackstone Group Management L.L.C., its general partner | ||||||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
[La Quinta Holdings Inc. Joint Filing Agreement]
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| STEPHEN A. SCHWARZMAN | ||
| /s/ Stephen A. Schwarzman | ||
| Name: Stephen A. Schwarzman | ||
[La Quinta Holdings Inc. Joint Filing Agreement]