Each of EJF Sidecar Fund, Series LLC – Series D and EJF Financial Opportunities Master Fund, LP is the record owner of the shares of Common Stock shown on item 9 of its respective cover page.
EJF Financial Opportunities GP, LLC serves as the general partner of EJF Financial Opportunities Master Fund, LP and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Financial Opportunities Master Fund, LP is the record owner.
EJF Capital LLC is the sole member and manager of EJF Financial Opportunities GP, LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which such entity may share beneficial ownership. EJF Capital LLC also serves as the manager of EJF Sidecar Fund, Series LLC – Series D and various other managed accounts and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series D is the record owner and the 701,408 shares of Common Stock of which the various other managed accounts are the record owners.
Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of Common Stock over which EJF Capital LLC may share beneficial ownership.
BSOF directly holds 566,667 shares of Common Stock (the “Blackstone Shares”).
BSOA is the general partner of BSOF. Holdings II is the general partner of BSOA. BAS is the investment manager of BSOF. Holdings I is the general partner of BAS. Holdings GP is the general partner of each of Holdings I and Holdings II. Blackstone is the controlling shareholder of Holdings GP. Blackstone Management is the general partner of Blackstone. Blackstone Management is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Pursuant to an investment advisory agreement (the “Advisory Agreement”) with EJF Capital LLC, EJF Capital LLC currently exercises voting and investment power over the Blackstone Shares. The Blackstone Entities join in this filing solely to the extent that they may be deemed to have beneficial ownership of the Blackstone Shares (which are beneficially owned by EJF Capital LLC) and which are included in this report on Schedule 13G by reason of the Blackstone Entities’ ability, under the terms of the Advisory Agreement, to terminate EJF Capital LLC as a sub-adviser for the Blackstone Entities, on whose behalf EJF Capital LLC exercises investment discretion over the Blackstone Shares included in this report on Schedule 13G. The Blackstone Entities do not otherwise exercise any voting or dispositive power over the Blackstone Shares and report such limited deemed beneficial ownership to the extent so advised by EJF Capital LLC under Rule 13d-1(b)(1)(iii) under the Act.
Each of the Blackstone Entities may be deemed to beneficially own the Common Stock held directly by BSOF, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Blackstone Entity 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 (including, without limitation, any tax purposes) and each of the Blackstone Entities expressly disclaims beneficial ownership of all shares of Common Stock held directly by BSOF and any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a “group.”
The Blackstone Entities and the EJF Entities have no agreement regarding acquiring, holding, voting or disposing of the securities referred to herein. The Blackstone Entities have no responsibility over the accuracy of the information contained in this Schedule 13G with respect to the EJF Entities. The EJF Entities have no responsibility over the accuracy of the information contained in this Schedule 13G with respect to the Blackstone Entities, except that they have advised the Blackstone Entities of the number of shares of Common Stock that are subject to the Advisory Agreement.