Varde Partners SC 13D/A Beneficial ownership report (amended)

Varde Partners SC 13D/ABeneficial ownership report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

OneMain Holdings, Inc.

(Name of Issuer)

COMMON STOCK, par value $0.01 per share

(Title of Class of Securities)

68268W103

(CUSIP Number)

David A. Marple

Värde Partners, Inc.

901 Marquette Ave. S, Suite 3300

Minneapolis, MN 55402

(952) 893-1554

February 19, 2020

(Date of Event which Requires Filing of this Statement)

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

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

*	The remainder of this cover page shall be filled out for a reporting 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. 68268W103		Page 2


1		Names of Reporting Persons. UNIFORM INVESTCO LP
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 3


1		Names of Reporting Persons. UNIFORM INVESTCO GP LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 4


1		Names of Reporting Persons. THE VÄRDE FUND VI-A, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 5


1		Names of Reporting Persons. VÄRDE INVESTMENT PARTNERS, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 6


1		Names of Reporting Persons. VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 68268W103		Page 7


1		Names of Reporting Persons. VÄRDE INVESTMENT PARTNERS G.P., LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 8


1		Names of Reporting Persons. VÄRDE INVESTMENT PARTNERS UGP, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 9


1		Names of Reporting Persons. THE VÄRDE SKYWAY MASTER FUND, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 68268W103		Page 10


1		Names of Reporting Persons. THE VÄRDE SKYWAY FUND G.P., LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 11


1		Names of Reporting Persons. THE VÄRDE SKYWAY FUND UGP, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 12


1		Names of Reporting Persons. THE VÄRDE FUND XII (MASTER), L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 13


1		Names of Reporting Persons. THE VÄRDE FUND XII G.P., L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 14


1		Names of Reporting Persons. THE VÄRDE FUND XII UGP, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 15


1		Names of Reporting Persons. VÄRDE CREDIT PARTNERS MASTER, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 68268W103		Page 16


1		Names of Reporting Persons. VÄRDE CREDIT PARTNERS G.P., LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 17


1		Names of Reporting Persons. VÄRDE CREDIT PARTNERS UGP, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 18


1		Names of Reporting Persons. VÄRDE SFLT, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 68268W103		Page 19


1		Names of Reporting Persons. THE VÄRDE SPECIALTY FINANCE FUND G.P., L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 68268W103		Page 20


1		Names of Reporting Persons. THE VÄRDE SPECIALITY FINANCE FUND U.G.P., LLC
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 68268W103		Page 21


1		Names of Reporting Persons. VÄRDE PARTNERS, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 22


1		Names of Reporting Persons. VÄRDE PARTNERS, INC.
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 68268W103		Page 23


1		Names of Reporting Persons. GEORGE G. HICKS
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States


CUSIP No. 68268W103		Page 24


1		Names of Reporting Persons. ILFRYN C. CARSTAIRS
2		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Australia and the United Kingdom


CUSIP No. 68268W103		Page 25

ITEM 1. SECURITY AND ISSUER

This Statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of OneMain Holdings, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 601 N.W. Second Street, Evansville, IN 47708.

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 3, 2018 (as so amended by this Amendment No. 1, the “Schedule 13D”). This Amendment No. 1 reflects the addition of certain Reporting Persons and certain changes to Appendix A.

Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D. The filing of this Amendment No. 1 shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in the Schedule 13D or that this Amendment No. 1 is required under Rule13d-2 of the Securities Exchange Act.

ITEM 2. IDENTITY AND BACKGROUND

Clause (a) of Item 2 of this Schedule 13D is hereby amended and restated in its entirety as follows:

This Statement on Schedule 13D is filed jointly by

(i)

Uniform InvestCo LP, a Delaware limited partnership (“InvestCo”);

(ii)

Uniform InvestCo GP LLC, a Delaware limited liability company (“InvestCo GP”), the general partner of InvestCo;

(iii)

The Värde FundVI-A, L.P., a Delaware limited partnership (“Fund VI”);

(iv)

Värde Investment Partners, L.P., a Delaware limited Partnership (“VIP”);

(v)

Värde Investment Partners (Offshore) Master, L.P., a Cayman Islands exempted limited partnership (“VIP Offshore”);

(vi)

Värde Investment Partners G.P., L.P., a Delaware limited partnership (“VIP GP”), the general partner of Fund VI, VIP and VIP Offshore;

(vii)

Värde Investment Partners UGP, LLC, a Delaware limited liability company (“VIP UGP”), the general partner of VIP GP;

(viii)

The Värde Skyway Master Fund, L.P., a Cayman Islands exempted limited partnership (“Skyway”);

(ix)

The Värde Skyway Fund G.P., L.P., a Delaware limited partnership (“Skyway GP”), the general partner of Skyway;

(x)

The Värde Skyway Fund UGP, LLC, a Delaware limited liability company (“Skyway UGP”), the general partner of Skyway GP;

(xi)

The Värde Fund XII (Master), L.P., a Delaware limited partnership (“Fund XII”);

(xii)

The Värde Fund XII G.P., L.P., a Delaware limited partnership (“Fund XII GP”), the general partner of Fund XII;


CUSIP No. 68268W103		Page 26

(xiii)

The Värde Fund XII UGP, LLC, a Delaware limited partnership (“Fund XII UGP”), the general partner of Fund XII GP;

(xiv)

Värde Credit Partners Master, L.P., a Cayman Islands exempted limited partnership (“Credit Partners”);

(xv)

Värde Credit Partners G.P., L.P., a Delaware limited partnership (“Credit Partners GP”), the general partner of Credit Partners;

(xvi)

Värde Credit Partners UGP, LLC, a Delaware limited liability company (“Credit Partners UGP”), the general partner of Credit Partners GP;

(xvii)

Värde SFLT, L.P., a Cayman Islands exempted limited partnership (“SFLT”);

(xviii)

The Värde Specialty Finance Fund G.P., L.P., a Cayman Islands exempted limited partnership (“SFLT GP”), the general partner of SFLT;

(xix)

The Värde Specialty Finance Fund U.G.P., LLC, a Cayman Islands limited liability company (“SFLT UGP”), the general partner of SFLT GP;

(xx)

Värde Partners, L.P., a Delaware limited partnership (“Managing Member”), the managing member of VIP GP, Skyway GP, Fund XII UGP, Credit Partners GP and SFLT UGP;

(xxi)

Värde Partners, Inc., a Delaware corporation (“General Partner”), the general partner of the Managing Member and Manager of InvestCo GP;

(xxii)

Mr. George G. Hicks (“Mr. Hicks”), theco-chief executive officer of the General Partner; and

(xxiii)

Mr. Ilfryn C. Carstairs (“Mr. Carstairs”), theco-chief executive officer of the General Partner.

Clause (c) of Item 2 of this Schedule 13D is hereby amended and restated in its entirety as follows:

For Mr. Hicks, the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted is:Co-Chief Executive Officer, Värde Partners, Inc., 901 Marquette Ave S., Suite 3300, Minneapolis, MN 55402. For Mr. Carstairs, the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted is: Chief Executive Officer, Varde Partners Asia Pte. Ltd., 6 Battery Road#21-01, Singapore 049909. The principal business of each of the other Reporting Persons is direct or indirect investment in financial assets.

Attached as Appendix A to Item 2 is information concerning the executive officers, managers and directors of the General Partner and other entities as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

Clause (f) of Item 2 of this Schedule 13D is hereby amended and restated in its entirety as follows:

Mr. Hicks is a citizen of the United States. Mr. Carstairs is a citizen of Australia and the United Kingdom. Each of the other Reporting Persons is organized in the State of Delaware except VIP Offshore, Skyway, Credit Partners, SFLT, SFLT GP and SFLT UGP, which are organized under the laws of the Cayman Islands. Each of the executive officers and directors identified on Appendix A to Item 2 hereto are U.S. citizens other than Mr. Carstairs, who is a citizen of Australia and the United Kingdom, Mr. Noel, who is a citizen of the United States and the United Kingdom, Mr. Naglieri and Mr. Milone, who are citizens of Italy, and Ms. Lieskovska, who is a citizen of the United Kingdom.


CUSIP No. 68268W103		Page 27

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

No change.

ITEM 4. PURPOSE OF TRANSACTION

No change.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

Holdings and/or one or more of its subsidiaries are the record owners of an aggregate of 54,937,500 shares of the Issuer’s Common Stock, which represents approximately 40.3% of the Issuer’s outstanding Common Stock. Through its interest in Holdings, InvestCo has a beneficial interest in 11,355,568 shares of Issuer’s Common Stock, which represents approximately 8.34% of the outstanding shares of Issuer’s Common Stock. Each of Fund VI, VIP, VIP Offshore, Skyway, Fund XII, Credit Partners and SFLT own an interest in Uniform Topco LP. Uniform InvestCo Holdings Sarl, a wholly-owned subsidiary of Uniform Topco LP, and InvestCo GP own 99.99% and 0.01%, respectively, of the outstanding partnership interests of InvestCo. Each Reporting Person disclaims beneficial ownership of any shares of the Issuer’s Common Stock owned of record by Holdings and/or one or more of its subsidiaries, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(a)

See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by each Reporting Person is based on 136,194,462 shares of Common Stock outstanding as of January 31, 2020, based upon information provided in the Form10-K filed by the Issuer with the SEC on February 14, 2020.

(b)

By virtue of the provisions of the Letter Agreement that grant certain rights to certain limited partners of Holdings regarding the election of the Board and the acquisition and transfer of shares of Common Stock, as described in Item 6, the Reporting Persons may be deemed to be members of a “group” with, and may be deemed to have or share indirect voting power over any shares of Common Stock acquired directly by the limited partners affiliated with Apollo Management Holdings GP, LLC (such limited partners, the “Apollo Partner”). The Reporting Persons expressly disclaim the existence of a group with the Apollo Partner or any beneficial ownership of any shares held of record by the Apollo Partner and the number of shares reported in the cover pages as shared voting power does not include any of those shares of Common Stock. In the aggregate, any group formed thereby would beneficially own the shares of Common Stock owned by Holdings and/or one or more of its subsidiaries as well as the shares of Common Stock acquired directly by the Apollo Partner, if any. The beneficial ownership of the Apollo Partner has been reported separately on a Schedule 13D filed with the Securities and Exchange Commission on July 3, 2018, as amended.

(c)	None of the Reporting Persons has effected any transactions of the Common Stock during the 60 days preceding the date of this Schedule 13D, except as described in Items 4 and 6 of this Schedule 13D, which information is incorporated herein by reference.

(d)	To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s Common Stock.

(e)	Not applicable.


CUSIP No. 68268W103		Page 28

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

No change.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:


Exhibit		Description

Exhibit A		Share Purchase Agreement, dated as of January 3, 2018, by and among OneMain Holdings, Inc., OMH Holdings, L.P., and Springleaf Financial Holdings, LLC (attached as Exhibit 10.1 to the Issuer’s Current Report on Form8-K (FileNo. 001-36129) filed with the Securities and Exchange Commission on January 4, 2018 and incorporated herein in its entirety by reference).

Exhibit B		Amended and Restated Stockholders Agreement, dated as of June 25, 2018, by and among OneMain Holdings, Inc. and OMH Holdings, L.P. (attached as Exhibit 10.1 to the Issuer’s Current Report on Form8-K (FileNo. 001-36129) filed with the Securities and Exchange Commission on June 25, 2018 and incorporated herein in its entirety by reference).

Exhibit C		Letter Agreement, dated as of June 25, 2018, by and among Apollo Uniform GP, LLC, Uniform InvestCo LP, UniformCo-Invest, L.P., Apollo VIII Uniform Investor, L.P. and Apollo Structured Credit Recovery Master Fund IV LP (attached as Exhibit C to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on July 3, 2018 and incorporated herein in its entirety by reference).

Exhibit D		Joint Filing Agreement, dated as of February 20, 2020, by and among the Reporting Persons.

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 20, 2020


UNIFORM INVESTCO LP

By: Uniform InvestCo GP LLC, its General Partner
By: Värde Partners, Inc., its Manager

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

UNIFORM INVESTCO GP LLC

By: Värde Partners, Inc., its Manager

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

THE VÄRDE FUNDVI-A, L.P.

By: Värde Investment Partners G.P., LLC, its General Partner
By: Värde Investment Partners UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

VÄRDE INVESTMENT PARTNERS, L.P.

By: Värde Investment Partners G.P., LLC, its General Partner
By: Värde Investment Partners UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel



VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.

By: Värde Investment Partners G.P., LLC, its General Partner
By: Värde Investment Partners UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

VÄRDE INVESTMENT PARTNERS G.P., LLC

By: Värde Investment Partners UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

VÄRDE INVESTMENT PARTNERS UGP, LLC

By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel



THE VÄRDE SKYWAY MASTER FUND, L.P.

By: The Värde Skyway Fund G.P., LLC, its General Partner
By: The Värde Skyway Fund UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

THE VÄRDE SKYWAY FUND G.P., L.P.

By: The Värde Skyway Fund UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

THE VÄRDE SKYWAY FUND UGP, LLC

By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

THE VÄRDE FUND XII (MASTER), L.P.

By: The Värde Fund XII G.P., L.P., its General Partner
By: The Värde Fund XII UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel



THE VÄRDE FUND XII G.P., L.P.

By: The Värde Fund XII UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

THE VÄRDE FUND XII UGP, LLC

By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

VÄRDE CREDIT PARTNERS MASTER, L.P.

By: Värde Credit Partners G.P., LLC, its General Partner
By: Värde Credit Partners UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

VÄRDE CREDIT PARTNERS G.P., LLC

By: Värde Credit Partners UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel



VÄRDE CREDIT PARTNERS UGP, LLC

By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

VÄRDE SFLT, L.P.

By: The Värde Specialty Finance Fund G.P., L.P., its General Partner
By: The Värde Specialty Finance Fund U.G.P., LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

THE VÄRDE SPECIALTY FINANCE FUND G.P., L.P.

By: The Värde Specialty Finance Fund U.G.P., LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

THE VÄRDE SPECIALTY FINANCE FUND U.G.P., LLC

By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel



VÄRDE PARTNERS, L.P.

By: Värde Partners, Inc., its General Partner

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

VÄRDE PARTNERS, INC.

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

GEORGE G. HICKS

By:		/s/ George G. Hicks

ILFRYN CARSTAIRS

By:		/s/ Ilfryn Carstairs

APPENDIX A

The following sets forth information with respect to certain of the executive officers and managers of the General Partner. Except as noted below, the business address of each of the below individuals is 901 Marquette Ave S, Suite 3300, Minneapolis, MN 55402.


		Name		Principal occupation or employment and address of any corporation or other organization in which such employment is conducted


		George G. Hicks		Principal of Värde Partners, Inc.

		Marcia L. Page		Principal of Värde Partners, Inc.

		Bradley P. Bauer		Principal of Värde Partners, Inc.

		Rick J. Noel		Principal of Värde Partners, Inc., 2 St. James’s Market London SW1Y 4AH

		Andrew P. Lenk		Principal of Värde Partners, Inc.

		Ilfryn C. Carstairs		Principal of Värde Partners, Inc., 6 Battery Road#15-05, Singapore 049909

		David A. Marple		Principal of Värde Partners, Inc.

		Giuseppe Naglieri		Principal of Värde Partners, Inc.

		Timothy J. Mooney		Principal of Värde Partners, Inc., 2 St. James’s Market London SW1Y 4AH

		Brian Schmidt		Principal of Värde Partners, Inc.

		Jonathan Fox		Principal of Värde Partners, Inc., 510 Madison Avenue, 12th Floor, New York 10022

		Hasseb Malik		Principal of Värde Partners, Inc., 6 Battery Road#15-05, Singapore 049909

		Elena Lieskovska		Principal of Värde Partners, Inc., 2 St. James’s Market London SW1Y 4AH

		Katie S. Kloster		Chief Compliance Officer of Värde Partners, Inc.

		Brendan Albee		Chief Operating Officer of Värde Partners, Inc.

		Scott Hartman		Principal of Värde Partners, Inc.

		Francisco Milone		Principal of Värde Partners, Inc., 2 St. James’s Market London SW1Y 4AH

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:

Sole Voting Power

0

Shared Voting Power

11,355,568

Sole Dispositive Power

0

Shared Dispositive Power

11,355,568