Exhibit 21.1
FIRSTCITY FINANCIAL CORPORATION
(21) |
| Subsidiaries of the Registrant |
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1. |
| FirstCity Financial Corporation. The following corporations, limited partnerships, limited liability companies and other entities are entities in which FirstCity Financial Corporation or certain of its subsidiaries own an equity interest. | |||||||||
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A. |
| Corporations: |
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| Name: |
| FLBG Corporation |
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| Jurisdiction: |
| Texas; incorporated on June 2, 2010 |
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| Shareholder: |
| FirstCity Financial Corporation |
| 1,000 Common |
| (100 | )% | ||
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| Name: |
| J-Hawk Corporation |
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| Jurisdiction: |
| Texas; incorporated on September 12, 1997 |
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| Shareholders: |
| FirstCity Financial Corporation |
| 1,000 Shares |
| (100 | )% | ||
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| Name: |
| J-Hawk Corporation |
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| Jurisdiction: |
| Delaware |
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| Shareholders: |
| FirstCity Financial Corporation |
| 1,000 Shares |
| (100 | )% | ||
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| Name: |
| FC Investment Holdings Corporation |
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| Jurisdiction: |
| Texas; formed March 26, 2010 |
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| Shareholders: |
| FirstCity Financial Corporation |
| 1,000 Common |
| (100 | )% | ||
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| Name: |
| FirstCity Fund Advisors, Inc. |
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| Jurisdiction: |
| Delaware; incorporated on May 22, 2008 |
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| Shareholder: |
| FirstCity Financial Corporation |
| 50,000 Shares |
| (100 | )% | ||
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B. |
| Corporate General Partners of Limited Partnerships: |
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| Name: |
| Bosque Asset GP Corp. (formerly SLP Assets GP Corp.) |
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| Jurisdiction: |
| Texas, incorporated on April 12, 2001 |
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| Shareholder: |
| FirstCity Financial Corporation |
| 400 Shares |
| (100 | )% | ||
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| Name: |
| FirstCity US Opportunity Fund GP, Inc. |
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| Jurisdiction: |
| Delaware; incorporated on May 22, 2008 |
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| Shareholder: |
| FirstCity Financial Corporation |
| 50,000 Shares |
| (100 | )% | ||
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C. |
| Limited Partnerships: |
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| Name: |
| Bosque Asset Funding, L.P. (formerly SLP Assets, Ltd.) |
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| Jurisdiction: |
| Texas, certificate filed on April 12, 2001 |
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| Partners: |
| Bosque Asset GP Corp. |
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| General | 0.50 | % | |
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| FirstCity Financial Corporation |
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| Limited | 99.50 | % | |
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| Name: |
| FirstCity US Opportunity Fund, LP |
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| Jurisdiction: |
| Delaware; formed on June 10, 2008 |
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| Partners: |
| FirstCity US Opportunity Fund GP, Inc. |
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| General - | 1.0 | % | |
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2. |
| FC Investment Holdings Corporation. The following entities are entities in which FC Investment Holdings Corporation or certain of its subsidiaries own an equity interest. | |||||||||
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| Name: |
| FC Diversified Holdings LLC |
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| Jurisdiction: |
| Texas; formed on March 29, 2010 |
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| Member: |
| FC Investment Holdings Corporation |
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| (100 | )% | ||
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| Name: |
| FC Diversified Holdings Europe LLC |
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| Jurisdiction: |
| Texas; formed on August 2, 2010 |
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| Member: |
| FC Investment Holdings Corporation |
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| (100 | )% |
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| Name: |
| FirstCity Servicing Corporation (formerly J-Hawk Servicing Corporation) |
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| Jurisdiction: |
| Texas, incorporated on July 25, 1995 |
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| Shareholders: |
| FC Investment Holdings Corporation |
| 1,000 Shares |
| (100 | )% |
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| Name: |
| FC Highway 6 Holdings LLC |
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| Jurisdiction: |
| Texas; formed on March 29, 2010 |
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| Member: |
| FC Diversified Holdings LLC |
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| 100 | % |
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| Name: |
| MPortfolio 2 LLC |
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| Jurisdiction: |
| Texas; formed on September 20, 2010 |
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| Member: |
| FC Highway 6 Holdings LLC |
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| 90 | % |
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| Name: |
| FirstStorm Partners 1 LLC |
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| Jurisdiction: |
| Texas; formed on January 31, 2011 |
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| Member: |
| FC Highway 6 Holdings LLC |
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| 90 | % |
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| Name: |
| FirstStorm Partners 2 LLC |
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| Jurisdiction: |
| Texas; formed on August 10, 2011 |
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| Member: |
| FC Highway 6 Holdings LLC |
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| 90 | % |
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| Name: |
| FirstStorm Properties 2 LLC |
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| Jurisdiction: |
| Texas; formed on October 14, 2011 |
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| Member: |
| FirstStorm Partners 2 LLC |
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| 100 | % |
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| Name: |
| FC Imperial Holdings LLC |
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| Jurisdiction: |
| Texas; formed on April 5, 2010 |
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| Member: |
| FC Diversified Holdings LLC |
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| 100 | % |
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| Name: |
| VFC Partners 4 LLC |
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| Jurisdiction: |
| Delaware; formed on April 8, 2010 |
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| Members: |
| FC Imperial Holdings LLC |
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| 15 | % |
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| Name: |
| VFC Properties 4 LLC |
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| Jurisdiction: |
| Delaware; formed on May 20, 2010 |
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| Member: |
| VFC Partners 4 LLC |
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| 100 | % |
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| Name: |
| VFC Realty 4 LLC |
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| Jurisdiction: |
| Delaware; formed on July 28, 2011 |
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| Member: |
| VFC Partners 4 LLC |
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| 100 | % |
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| Name: |
| VFC-4 1520 Hoolihan LLC |
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| Jurisdiction: |
| Delaware; formed on May 20, 2010 |
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| Member: |
| VFC Realty 4 LLC |
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| 100 | % |
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| Name: |
| VFC-4 1801 Madison LLC |
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| Jurisdiction: |
| Delaware; formed on May 20, 2010 |
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| Member: |
| VFC Realty 4 LLC |
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| 100 | % |
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| Name: |
| VFC-4 Carrabelle LLC |
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| Jurisdiction: |
| Delaware; formed on May 20, 2010 |
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| Member: |
| VFC Partners 4 LLC |
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| 100 | % |
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| Name: |
| Cincy Office Properties, Inc. |
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| Jurisdiction: |
| Ohio; formed on March 18, 2010 |
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| Shareholder: |
| VFC Realty 4 LLC |
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| 100 | % |
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| Name: |
| Oakland Park Center, LLC |
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| Jurisdiction: |
| Florida; formed on September 9, 2009 |
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| Shareholder: |
| VFC Partners 4 LLC |
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| 100 | % |
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| Name: |
| Loke Properties LLC |
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| Jurisdiction: |
| New York; formed on July 28, 2009 |
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| Shareholder: |
| VFC Partners 4 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 5 LLC |
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| Jurisdiction: |
| Delaware; formed on May 12, 2010 |
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| Members: |
| FC Imperial Holdings LLC |
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| 50 | % |
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| Name: |
| VFC Properties 5 LLC |
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| Jurisdiction: |
| Delaware; formed on July 2, 2010 |
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| Member: |
| VFC Partners 5 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 6 LLC |
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| Jurisdiction: |
| Delaware; formed on May 12, 2010 |
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| Members: |
| FC Imperial Holdings LLC |
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| 25 | % |
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| Name: |
| VFC Properties 6 LLC |
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| Jurisdiction: |
| Delaware; formed on June 30, 2010 |
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| Member: |
| VFC Partners 6 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 7 LLC |
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| Jurisdiction: |
| Delaware; formed on December 8, 2010 |
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| Members: |
| FC Imperial Holdings LLC |
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| 25 | % |
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| Name: |
| VFC Properties 7 LLC |
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| Jurisdiction: |
| Delaware; formed on December 15, 2010 |
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| Member: |
| VFC Partners 7 LLC |
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| 100 | % |
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| Name: |
| VFC Properties Meadows LLC |
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| Jurisdiction: |
| Delaware; formed on February 24, 2011 |
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| Member: |
| VFC Partners 7 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 8 LLC |
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| Jurisdiction: |
| Delaware; formed on December 15, 2010 |
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| Members: |
| FC Imperial Holdings LLC |
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| 25 | % |
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| Name: |
| VFC Properties 8 LLC |
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| Jurisdiction: |
| Delaware; formed on December 15, 2010 |
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| Member: |
| VFC Partners 8 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 9 LLC |
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| Initial |
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| Jurisdiction: |
| Delaware; formed on January 24, 2011 |
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| Members: |
| FC Imperial Holdings LLC |
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| 25 | % |
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| Name: |
| VFC Properties 9 LLC |
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| Jurisdiction: |
| Delaware; formed on February 27, 2012 |
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| Member: |
| VFC Partners 9 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 10 LLC |
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| Initial |
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| Jurisdiction: |
| Delaware; formed on April 4, 2011 |
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| Members: |
| FC Imperial Holdings LLC |
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| 25 | % |
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| Name: |
| VFC Properties 10 LLC |
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| Jurisdiction: |
| Delaware; formed on June 30, 2011 |
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| Member: |
| VFC Partners 10 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 11 LLC |
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| Initial |
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| Jurisdiction: |
| Delaware; formed on June 1, 2011 |
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| Members: |
| FC Imperial Holdings LLC |
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| 25 | % |
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| Name: |
| VFC Properties 11 LLC |
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| Jurisdiction: |
| Delaware; formed on May 16, 2012 |
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| Member: |
| VFC Partners 11 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 12 LLC |
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| Initial |
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| Jurisdiction: |
| Delaware; formed on July 14, 2011 |
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| Members: |
| FC Imperial Holdings LLC |
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| 25 | % |
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| Name: |
| VFC Partners 14 LLC |
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| Initial |
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| Jurisdiction: |
| Delaware; formed on September 23, 2011 |
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| Members: |
| FC Imperial Holdings LLC |
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| 10 | % |
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| Name: |
| VFC Properties 14 LLC |
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| Jurisdiction: |
| Delaware; formed on October 17, 2011 |
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| Member: |
| VFC Partners 14 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 15 LLC |
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| Initial |
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| Jurisdiction: |
| Delaware; formed on October 4, 2011 |
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| Members: |
| FC Imperial Holdings LLC |
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| 10 | % |
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| Name: |
| VFC Properties 15 LLC |
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| Jurisdiction: |
| Delaware; formed on October 17, 2011 |
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| Member: |
| VFC Partners 15 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 16 LLC |
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| Initial |
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| Jurisdiction: |
| Delaware; formed on November 16, 2011 |
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| Members: |
| FC Imperial Holdings LLC |
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| 10 | % |
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| Name: |
| VFC Properties 16 LLC |
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| Jurisdiction: |
| Delaware; formed on March 14, 2012 |
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| Member: |
| VFC Partners 16 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 17 LLC |
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| Initial |
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| Jurisdiction: |
| Delaware; formed on December 22, 2011 |
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| Members: |
| FC Imperial Holdings LLC |
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| 10 | % |
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| Name: |
| VFC Properties 17 LLC |
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| Jurisdiction: |
| Delaware; formed on December 28, 2011 |
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| Member: |
| VFC Partners 17 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 18 LLC |
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| Jurisdiction: |
| Delaware; formed on July 29, 2011 |
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| Member: |
| FC Imperial Holdings LLC |
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| 10 | % |
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| Name: |
| VFC Properties 18 LLC |
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| Jurisdiction: |
| Delaware; formed on August 17, 2011 |
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| Member: |
| VFC Partners 18 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 19 LLC |
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| Jurisdiction: |
| Delaware; formed on March 7, 2012 |
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| Member: |
| FC Imperial Holdings LLC |
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| 10 | % |
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| Name: |
| VFC Properties 19 LLC |
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| Jurisdiction: |
| Delaware; formed on March 21, 2012 |
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| Member: |
| VFC Partners 19 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 20 LLC |
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| Jurisdiction: |
| Delaware; formed on March 21, 2012 |
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| Member: |
| FC Imperial Holdings LLC |
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| 10 | % |
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| Name: |
| VFC Properties 20 LLC |
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| Jurisdiction: |
| Delaware; formed on June 19, 2012 |
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| Member: |
| VFC Partners 20 LLC |
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| 100 | % |
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| Name: |
| VFC Partners 21 LLC |
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| Jurisdiction: |
| Delaware; formed on May 9, 2012 |
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|
| Member: |
| FC Imperial Holdings LLC |
|
|
| 20 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| VFC Properties 21 LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on June 14, 2012 |
|
|
|
|
|
|
| Member: |
| VFC Partners 21 LLC |
|
|
| 100 | % |
|
| Name: |
| VFC Partners 22 LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on June 22, 2012 |
|
|
|
|
| |||
|
| Member: |
| FC Imperial Holdings LLC |
|
|
| 20 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| VFC Properties 22 LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on October 31, 2012 |
|
|
|
|
| |||
|
| Member: |
| VFC Partners 22 LLC |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| VFC Partners 23 LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on July 16, 2012 |
|
|
|
|
| |||
|
| Member: |
| FC Imperial Holdings LLC |
|
|
| 20 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| VFC Properties 23 LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on August 7, 2012 |
|
|
|
|
| |||
|
| Member: |
| VFC Partners 23 LLC |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| VFC Soda Properties LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on October 17, 2012 |
|
|
|
|
| |||
|
| Member: |
| VFC Partners 23 LLC |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| VFC Partners 24 LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on October 17, 2012 |
|
|
|
|
| |||
|
| Member: |
| FC Imperial Holdings LLC |
|
|
| 20 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| VFC Properties 24 LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on December 26, 2012 |
|
|
|
|
| |||
|
| Member: |
| VFC Partners 24 LLC |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| VFC Partners 25 LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on December 17, 2012 |
|
|
|
|
| |||
|
| Member: |
| FC Imperial Holdings LLC |
|
|
| 20 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| VFC Properties 25 LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on February 26, 2013 |
|
|
|
|
| |||
|
| Member: |
| VFC Partners 25 LLC |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FC Portfolio Holdings LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas; formed on May 2, 2012 |
|
|
|
|
| |||
|
| Member: |
| FC Investment Holdings Corporation |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FC Prime Investments LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas; formed on June 4, 2012 |
|
|
|
|
| |||
|
| Member: |
| FC Portfolio Holdings LLC |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FC Prime Properties LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas; formed on June 14, 2012 |
|
|
|
|
| |||
|
| Member: |
| FC Prime Investments LLC |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
3. |
| FLBG Corporation. The following entities are entities in which FLBG Corporation or certain of its subsidiaries own an equity interest. | ||||||||||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FirstCity Commercial Corporation (formerly J-Hawk Corporation) |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on July 21, 1995 |
|
|
|
|
| |||
|
| Shareholders: |
| FLBG Corporation |
| 1,000 Shares |
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FC Capital Corp. (d/b/a FirstCity Capital Corporation) |
|
|
|
|
| |||
|
| Jurisdiction: |
| New York, incorporated on August 4, 1997 |
|
|
|
|
| |||
|
| Shareholders: |
| FLBG Corporation |
| 1,000,000 Shares | (100 | )% | ||||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FLBG Holdings Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas; incorporated on June 3, 2010 |
|
|
|
|
| |||
|
| Shareholder: |
| FLBG Corporation |
| 1,000 Common |
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FLBG Holdings GP Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas; incorporated on June 3, 2010 |
|
|
|
|
| |||
|
| Shareholder: |
| FLBG Holdings Corp. |
| 1,000 Common |
| (100 | )% | |||
|
| Name: |
| FLBG Holdings Investment LP |
|
|
|
|
| |
|
| Jurisdiction: |
| Texas; formed on June 4, 2010 |
|
|
|
|
| |
|
| Partners: |
| FLBG Holdings GP Corp. |
|
| General | 0.50 | % | |
|
|
|
| FLBG Holdings Corp. |
|
| Limited | 99.50 | % | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| FLBG2 Holdings LLC |
|
|
|
|
| |
|
| Jurisdiction: |
| Texas; formed on October 27, 2011 |
|
|
|
|
| |
|
| Member: |
| FLBG Corporation |
|
|
| 100 | % | |
|
|
|
|
|
|
|
|
|
| |
4. |
| FirstCity Commercial Corporation. The following corporations, limited partnerships, limited liability companies and other entities are entities in which FirstCity Commercial Corporation or certain of its subsidiaries own an equity interest. | ||||||||
|
|
|
|
|
|
|
|
|
| |
A. |
| Corporations and other Entities: | ||||||||
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| FirstCity Denver Investment Corp. |
|
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on April 9, 2007 |
|
|
|
|
| |
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 800 Shares |
| (80 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| FirstCity Crestone LLC |
|
|
|
|
| |
|
| Jurisdiction: |
| Texas, formed on April 9, 2007 |
|
|
|
|
| |
|
| Shareholder: |
| FirstCity Denver Investment Corp. |
|
|
| (100 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| FC Crestone 07 Corp. |
|
|
|
|
| |
|
| Jurisdiction: |
| Texas; formed on June 5, 2007 |
|
|
|
|
| |
|
| Shareholder: |
| FirstCity Denver Investment Corp. |
| 1,000 shares |
| (100 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| FC Crestone Colorado 07 LLC |
|
|
|
|
| |
|
| Jurisdiction: |
| Colorado; formed September, 2007 |
|
|
|
|
| |
|
| Member: |
| FC Crestone 07 Corp. |
|
|
| (100 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| FC Crestone 08 Corp. |
|
|
|
|
| |
|
| Jurisdiction: |
| Texas; formed on March 26, 2008 |
|
|
|
|
| |
|
| Shareholder: |
| FirstCity Denver Investment Corp. |
| 1,000 Shares |
| (100 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| ColoTex Energy Corp. |
|
|
|
|
| |
|
| Jurisdiction: |
| Texas; formed on March 26, 2008 |
|
|
|
|
| |
|
| Shareholder: |
| FC Crestone 08 Corp. |
| 1,000 Shares |
| (100 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| CAPP Equipment, LLC |
|
|
|
|
| |
|
| Jurisdiction: |
| Delaware; formed on March 13, 2008 |
|
|
|
|
| |
|
| Member: |
| ColoTex Energy Corp. |
|
|
| (39.5 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| FC Crestone Utah, LLC |
|
|
|
|
| |
|
| Jurisdiction: |
| Delaware; May 2008 |
|
|
|
|
| |
|
| Member: |
| FC Crestone 08 Corp. |
|
|
| (100 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| Pierpont Restaurant Group LLC |
|
|
|
|
| |
|
| Jurisdiction: |
| Utah; formed March 13, 2009 |
|
|
|
|
| |
|
| Member: |
| FC Crestone Utah LLC |
| 80,000 Units |
| (80 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| Oregon Short Line Building LLC |
|
|
|
|
| |
|
| Jurisdiction: |
| Delaware; May 15, 2008 |
|
|
|
|
| |
|
| Member: |
| FC Crestone Utah LLC |
|
|
| (80 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| FC Crestone Wyoming LLC |
|
|
|
|
| |
|
| Jurisdiction: |
| Texas; formed on October 14, 2008 |
|
|
|
|
| |
|
| Member: |
| FC Crestone 08 Corp. |
|
|
| (100 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| FC Crestone Oak, LLC |
|
|
|
|
| |
|
| Jurisdiction: |
| Delaware; formed on September 2, 2010 |
|
|
|
|
| |
|
| Member: |
| FC Crestone Wyoming LLC |
|
|
| (49 | )% | |
|
|
|
|
|
|
|
|
|
| |
|
| Name: |
| CBOAK, LLC |
|
|
|
|
| |
|
| Jurisdiction: |
| Delaware; formed on October 17, 2008 |
|
|
|
|
| |
|
| Member: |
| FC Crestone Oak, LLC |
|
|
| (100 | )% | |
|
| Name: |
| FC Crestone 09 Corp. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas; formed on January 6, 2009 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Denver Investment Corp. |
| 1,000 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Crestone 2009 Corp. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas; formed on February 16, 2009 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Denver Investment Corp. |
| 1,000 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Tileco, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Colorado; formed on February 10, 2009 |
|
|
|
|
|
|
| Member: |
| FC Crestone 2009 Corp. |
| 49,000 Units |
| (49 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Crestone Formation LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Colorado; formed on April 24, 2009 |
|
|
|
|
|
|
| Member: |
| FC Crestone 2009 Corp. |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| CPI Retail Lending LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Colorado; formed on February 12, 2009 |
|
|
|
|
|
|
| Member: |
| FC Crestone 2009 Corp. |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Crestone Funding LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Colorado; formed on May 28, 2009 |
|
|
|
|
|
|
| Member: |
| FC Crestone 2009 Corp. |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Formation Brands, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on July 8, 2009 |
|
|
|
|
|
|
| Member: |
| FC Crestone 2009 Corp. |
|
|
| (47.11 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Inviting Co., LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on October 16, 2012 |
|
|
|
|
|
|
| Member: |
| Formation Brands, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Formation Products, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on July 8, 2009 |
|
|
|
|
|
|
| Member: |
| Formation Brands, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Clay Art Products, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on May 13, 2009 |
|
|
|
|
|
|
| Member: |
| Formation Brands, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Slant/Stir Products, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on July 8, 2009 |
|
|
|
|
|
|
| Member: |
| Formation Brands, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Performance Sourcing, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on July 8, 2009 |
|
|
|
|
|
|
| Member: |
| Formation Brands, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Regional Rail, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; July 25, 2007 |
|
|
|
|
|
|
| Managers: |
| Alfred M. Sauer |
|
|
|
|
|
|
|
|
| Robert C. Parker |
|
|
|
|
|
|
| Members: |
| FC Crestone 07 Corp. |
| 80,000 Units |
| (80 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| East Penn Railroad LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware |
|
|
|
|
|
|
| Member: |
| Regional Rail, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Middletown & New Jersey Railroad, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on March 23, 2009 |
|
|
|
|
|
|
| Member: |
| Regional Rail LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Conshohocken Recycling & Rail Transfer LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed May 27, 2011 |
|
|
|
|
|
|
| Member: |
| Regional Rail LLC |
|
|
| (100 | )% |
|
| Name: |
| Tyburn Railroad LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed May 27, 2011 |
|
|
|
|
|
|
| Member: |
| Regional Rail LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Regional Transload LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed May 27, 2011 |
|
|
|
|
|
|
| Member: |
| Regional Rail LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Diamondback Signal LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on December 5, 2011 |
|
|
|
|
|
|
| Member: |
| Regional Rail LLC |
|
|
| (70 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Crestone Aintree LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on November 5, 2009 |
|
|
|
|
|
|
| Member: |
| FC Crestone 2009 Corp. |
|
|
| (87.45 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BEI Lending LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Colorado; formed February 12, 2009 |
|
|
|
|
|
|
| Member: |
| FC Crestone 2009 Corp. |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BEI Electronics LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on December 30, 2009 |
|
|
|
|
|
|
| Member: |
| FC Crestone Aintree LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BE Digital Media Solutions, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on October 5, 2011 |
|
|
|
|
|
|
| Member: |
| BEI Electronics LLC |
|
|
| (75 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Crestone 2010 Corp. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas; formed on January 26, 2010 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Denver Investment Corp. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Colotex Republic LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Texas; formed on February 12, 2010 |
|
|
|
|
|
|
| Member: |
| FirstCity Denver Investment Corp. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| TWL Lending LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Colorado; formed on June 9, 2010 |
|
|
|
|
|
|
| Member: |
| FC Crestone 2010 Corp. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FH Partners LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, certificate filed on December 17, 1996 |
|
|
|
|
|
|
| Member: |
| FirstCity Commercial Corporation |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Bosque Asset Corp. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, incorporated on March 27, 1997 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 10,000 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity Consumer Lending Corporation |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, incorporated on September 5, 1997 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 1,000 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity Business Lending Corporation |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, incorporated on June 6, 2006 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 400 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| American Business Lending, Inc. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, incorporated on June 6, 2006 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Business Lending Corporation |
| 100,000 Common Shares |
| (100 | )% |
|
|
|
|
|
| 800,000 Preferred Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity Europe Corporation |
|
|
|
|
|
|
| Jurisdiction: |
| Texas; incorporated on May 12, 2003 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 1,000 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Funding Corp. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, incorporated on March 26, 1996 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 1,000 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity Holdings Corporation of Minnesota |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, incorporated on March 11, 2002 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 400 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity International Corporation (formerly J-Hawk International Corp.) |
|
|
|
|
|
|
| Jurisdiction: |
| Texas; incorporated on December 19, 1996 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity Japan Inc. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, incorporated on October 16, 1998 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 10,000 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, incorporated on December 9, 1998 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 1,000 Shares |
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity South America, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, formed December 12, 2003 |
|
|
|
|
|
|
| Managers: |
| Rodrigo Ignacio Silva Alfaro |
|
|
|
|
|
|
|
|
| Rene Eduardo Silva Alfaro |
|
|
|
|
|
|
|
|
| James C. Holmes |
|
|
|
|
|
|
|
|
| Terry R. DeWitt |
|
|
|
|
|
|
| Member: |
| FirstCity Commercial Corporation |
| 500 Units |
| (50 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity Chile II, Ltda. |
|
|
|
|
|
|
| Jurisdiction: |
| Chile, formed June 23, 2008 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Commercial Corporation |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| VFC Partners 1 LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on February 20, 2009 |
|
|
|
|
|
|
| Member: |
| FirstCity Commercial Corporation |
|
|
| (50 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| VFC Partners 2 LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on March 23, 2009 |
|
|
|
|
|
|
| Member: |
| FirstCity Commercial Corporation |
| 2,000 Units |
| (20 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity Acquisition LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Texas; formed on April 1, 2009 |
|
|
|
|
|
|
| Member: |
| FirstCity Commercial Corporation |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| CityCap Equipment Finance LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on July 17, 2009 |
|
|
|
|
|
|
| Member: |
| FirstCity Commercial Corporation |
|
|
| (50 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| AgriFirst Lending LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Texas; formed on August 5, 2009 |
|
|
|
|
|
|
| Member: |
| FirstCity Commercial Corporation |
|
|
| (20 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| AgriFirst Properties LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware: formed on October 28, 2010 |
|
|
|
|
|
|
| Member: |
| AgriFirst Lending LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity Investment Series LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on August 17, 2009 |
|
|
|
|
|
|
| Managing Member: |
| Imperial Management Company LLC |
|
|
|
|
|
|
| Member: |
| Shelf |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Imperial Management Company |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on August 17, 2009 |
|
|
|
|
|
|
| Member: |
| FirstCity Servicing Corporation |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Imperial Capital Company LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on August 17, 2009 |
|
|
|
|
|
|
| Member: |
| FirstCity Commercial Corporation |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
| |||
B. |
| Corporate General Partners of Limited Partnerships: |
| |||||||||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| DFC Asset Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on July 26, 1995 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 11,024.09 Shares | (100 | )% | ||||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| First C Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on March 6, 1998 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares |
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| First X Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on October 3, 1996 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares |
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| First B Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on October 10, 1997 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 400 Shares |
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FirstGreen GP LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on August 29, 2003 |
|
|
|
|
| |||
|
| Member: |
| FirstCity Commercial Corporation |
|
|
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FC Washington GP LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas; formed on April 20, 2005 |
|
|
|
|
| |||
|
| Member: |
| FirstCity Commercial Corporation |
|
|
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| WAMCO 30 of Texas, Inc. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on January 5, 2001 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 400 Shares |
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| EuroTex Partners GP Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas; formed on June 18, 2004 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 400 Shares |
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FCS Wood GP, Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on September 15, 1998 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares |
| (50 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FCS Creamer GP, Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on April 28, 1999 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares |
| (50 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FCS Wildhorse GP, Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on June 14, 1999 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares |
| (50 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FCS Lancaster GP Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on December 21, 2005 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares |
| (50 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| Imperial Partners GP Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on October 4, 2000 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 400 Shares |
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| MinnTex GP Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on March 11, 2002 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Holdings Corporation of Minnesota |
| 400 Shares |
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| FirstVal 1 GP Corp. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, incorporated on September 14, 2006 |
|
|
|
|
| |||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares |
| (50 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
C. |
| Limited Partnerships: |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| First C Partners, L.P. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, certificate filed on March 6, 1998 |
|
|
|
|
| |||
|
| Partners: |
| First C Corp. |
|
| General | 2 | % | |||
|
|
|
|
|
|
|
|
|
| ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 98 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| First X Realty, L.P. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on October 3, 1996 |
|
|
|
|
| ||
|
| Partners: |
| First X Corp. |
|
| General | 2 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 98 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| First B Realty, L.P. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on October 10, 1997 |
|
|
|
|
| ||
|
| Partners: |
| First B Corp. |
|
| General | 1 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 99 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| Diversified Financial Systems, L.P. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on April 19, 1999 |
|
|
|
|
| ||
|
| Partners: |
| DFC Asset Corp. |
|
| General | 1.77970 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 98.22030 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| FirstGreen LP |
|
|
|
|
| ||
|
| Jurisdiction: |
| Delaware, August 29, 2003 |
|
|
|
|
| ||
|
| Partners: |
| FirstGreen GP LLC |
|
| General | 1.00 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 99.00 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| FC Washington I LP |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, April 20, 2005 |
|
|
|
|
| ||
|
| Partners: |
| FC Washington GP LLC |
|
| General | 1.00 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 99.00 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| WAMCO 30, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on January 5, 2001 |
|
|
|
|
| ||
|
| Partners: |
| WAMCO 30 of Texas, Inc. |
|
| General | 1.05217660 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 98.9478234 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| EuroTex Partners, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas; formed on June 18, 2004 |
|
|
|
|
| ||
|
| Partners: |
| EuroTex Partners GP Corp. |
|
| General | 0.50 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 99.50 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| Brazos River Partnership One, L.P. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas; formed on September 28, 2006 |
|
|
|
|
| ||
|
| Partners: |
| FirstCity Commercial Corporation |
|
| Limited | 33-1/3 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| Brazos River Partnership Two, L.P. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas; formed on June 18, 2012 |
|
|
|
|
| ||
|
| Partners: |
| FC Highway 6 Holdings LLC |
|
| Limited | 33-1/3 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| FCS Wood, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on September 15, 1998 |
|
|
|
|
| ||
|
| Partners: |
| FCS Wood GP Corp. |
|
| General | 0.50 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 49.75 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| FCS Creamer, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on April 28, 1999 |
|
|
|
|
| ||
|
| Partners: |
| FCS Creamer GP, Corp. |
|
| General | 0.50 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 49.75 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| FCS Wildhorse, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on June 14, 1999 |
|
|
|
|
| ||
|
| Partners: |
| FCS Wildhorse GP, Corp. |
|
| General | 0.50 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 49.75 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| FCS Lancaster, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on December 21, 2005 |
|
|
|
|
| ||
|
| Partners: |
| FCS Lancaster GP Corp. |
|
| General | 0.50 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 49.75 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| Imperial Partners, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on October 4, 2000 |
|
|
|
|
| ||
|
| Partners: |
| Imperial Partners GP Corp. |
|
| General | 0.50 | % |
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 99.50 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| MinnTex Investment Partners LP |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, certificate filed on March 11, 2002 |
|
|
|
|
|
|
| Partners: |
| MinnTex GP Corp. |
|
| General | 1.00 | % |
|
|
|
| FirstCity Holdings Corporation of Minnesota |
|
| Limited | 66.00 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Strategic Mexican Investment Partners 2, L.P. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, certificate filed on July 3, 2001 |
|
|
|
|
|
|
| Partners: |
| FirstCity Commercial Corporation |
|
| General | 1.0 | % |
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 99.0 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Strategic Mexican Investment Partners, L.P. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, certificate filed on May 8, 2001 |
|
|
|
|
|
|
| Partners: |
| FirstCity Mexico, Inc. |
|
| General | .4251287 | % |
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 99.5748713 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstVal 1, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, certificate filed on September 14, 2006 |
|
|
|
|
|
|
| Partners: |
| FirstVal 1 GP Corp. |
|
| General | 1.0 | % |
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 49.5 | % |
|
|
|
|
|
|
|
|
|
|
D. |
| Corporate General Partners of REO Affiliate Limited Partnerships: | |||||||
|
|
|
|
|
|
|
|
| |
|
| Name: |
| SOWAMCO XX of Texas, Inc. |
|
|
|
| |
|
| Jurisdiction: |
| Texas |
|
|
|
| |
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 3,600 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
| |
|
| Name: |
| MA Realco, Inc. |
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on July 25, 1995 |
|
|
|
| |
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
| |
|
| Name: |
| SV Asset Corp. |
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on July 21, 1995 |
|
|
|
| |
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
| |
|
| Name: |
| SVD Realty Asset Corp. |
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on June 6, 1997 |
|
|
|
| |
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 400 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
| |
|
| Name: |
| SOWAMCO XXIV of Texas, Inc. |
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on December 15, 1993 |
|
|
|
| |
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 400 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
| |
|
| Name: |
| SOWAMCO XXV of Texas, Inc. |
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on May 26, 1995 |
|
|
|
| |
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 400 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
| |
|
| Name: |
| SOWAMCO XXVII of Texas, Inc. |
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on January 18, 2000 |
|
|
|
| |
|
| Shareholder: |
| Diversified Financial Systems, L.P. |
| 400 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
| |
|
| Name: |
| SOWAMCO XXVIII of Texas, Inc. |
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on March 24, 2000 |
|
|
|
| |
|
| Shareholder: |
| WAMCO 30, Ltd. |
| 400 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
| |
|
| Name: |
| SOWAMCO XXIX of Texas, Inc. |
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on December 11, 2000 |
|
|
|
| |
|
| Shareholder: |
| Diversified Financial Systems, L.P. |
| 400 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
| |
|
| Name: |
| SOWAMCO 30 of Texas, Inc. |
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on May 30, 2002 |
|
|
|
| |
|
| Shareholder: |
| WAMCO 30, Ltd. |
| 400 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
| |
|
| Name: |
| SOWAMCO 31 of Texas, Inc. |
|
|
|
| |
|
| Jurisdiction: |
| Texas, incorporated on August 20, 2003 |
|
|
|
|
|
| Shareholder: |
| WAMCO 30, Ltd. |
| 400 Shares |
| (100 | )% | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| SOWAMCO 33 of Texas, Inc. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, incorporated on December 10, 2003 |
|
|
|
|
| ||
|
| Shareholder: |
| WAMCO 30, Ltd. |
| 400 Shares |
| (100 | )% | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| SOWAMCO 34 of Texas, Inc. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, incorporated on March 21, 2005 |
|
|
|
|
| ||
|
| Shareholder: |
| WAMCO 30, Ltd. |
| 400 Shares |
| (100 | )% | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| SOWAMCO 35 of Texas, Inc. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, incorporated on March 14, 2006 |
|
|
|
|
| ||
|
| Shareholder: |
| WAMCO 30, Ltd. |
| 400 Shares |
| (100 | )% | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| FirstVal Properties 1 GP Corp. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, incorporated on September 15, 2006 |
|
|
|
|
| ||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares |
| (50 | )% | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| FirstVal Properties 2 GP Corp. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas; incorporated on November 21, 2008 |
|
|
|
|
| ||
|
| Shareholder: |
| FirstCity Commercial Corporation |
| 200 Shares |
| (50 | )% | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| WH Realty GP Corp. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, incorporated on June 20, 2001 |
|
|
|
|
| ||
|
| Shareholder: |
| FCS Wildhorse, Ltd. |
| 1,000 Shares |
| (100 | )% | ||
|
|
|
|
|
|
|
|
|
| ||
E. |
| REO Affiliate Limited Partnerships: |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| FH Properties LLC |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on November 19, 1997 |
|
|
|
|
| ||
|
| Member: |
| FH Partners LLC |
|
|
| 100 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| SOWAMCO XX, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas |
|
|
|
|
| ||
|
| Partners: |
| SOWAMCO XX of Texas, Inc. |
|
| General | 2 | % | ||
|
|
|
| Diversified Financial Systems, L.P. |
|
| Limited | 98 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| MA Realco Partners, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on July 25, 1995 |
|
|
|
|
| ||
|
| Partners: |
| MA Realco, Inc. |
|
| General | 2 | % | ||
|
|
|
| SV Asset Partners, LP |
|
| Limited | 98 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| SV Asset Partners, LP |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on July 25, 1995 |
|
|
|
|
| ||
|
| Partners: |
| SV Asset Corp. |
|
| General | 2 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 98 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| SVD Realty, L.P. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, certificate filed on June 6, 1997 |
|
|
|
|
| ||
|
| Partners: |
| SVD Realty Asset Corp. |
|
| General | 2 | % | ||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 98 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| SOWAMCO XXIV, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on December 15, 1993 |
|
|
|
|
| ||
|
| Partners: |
| SOWAMCO XXIV of Texas, Inc. |
|
| General | 2 | % | ||
|
|
|
| FH Partners LLC |
|
| Limited | 98 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| SOWAMCO XXV, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on May 26, 1995 |
|
|
|
|
| ||
|
| Partners: |
| SOWAMCO XXV of Texas, Inc. |
|
| General | 2 | % | ||
|
|
|
| WAMCO 30, Ltd. |
|
| Limited | 98 | % | ||
|
|
|
|
|
|
|
|
|
| ||
|
| Name: |
| SOWAMCO XXVII, Ltd. |
|
|
|
|
| ||
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on January 18, 2000 |
|
|
|
|
| ||
|
| Partners: |
| SOWAMCO XXVII of Texas, Inc. |
|
| General | 1 | % | ||
|
|
|
| Diversified Financial Systems, L.P. |
|
| Limited | 99 | % | ||
|
| Name: |
| SOWAMCO XXVIII, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on March 24, 2000 |
|
|
|
|
|
|
| Partners: |
| SOWAMCO XXVIII of Texas, Inc. |
|
| General | 1 | % |
|
|
|
| WAMCO 30, Ltd. |
|
| Limited | 99 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| SOWAMCO XXIX, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on December 11, 2000 |
|
|
|
|
|
|
| Partners: |
| SOWAMCO XXIX of Texas, Inc. |
|
| General | 1 | % |
|
|
|
| Diversified Financial Systems, L.P. |
|
| Limited | 99 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| SOWAMCO 30, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on May 30, 2002 |
|
|
|
|
|
|
| Partners: |
| SOWAMCO 30 of Texas, Inc. |
|
| General | 1.5 | % |
|
|
|
| WAMCO 30, Ltd. |
|
| Limited | 98.5 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| SOWAMCO 31, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on August 20, 2003 |
|
|
|
|
|
|
| Partners: |
| SOWAMCO 31 of Texas, Inc. |
|
| General | 1 | % |
|
|
|
| WAMCO 30, Ltd. |
|
| Limited | 99 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| SOWAMCO 33, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on December 10, 2003 |
|
|
|
|
|
|
| Partners: |
| SOWAMCO 33 of Texas, Inc. |
|
| General | 1 | % |
|
|
|
| WAMCO 30, Ltd. |
|
| Limited | 99 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| SOWAMCO 34, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on March 21, 2005 |
|
|
|
|
|
|
| Partners: |
| SOWAMCO 34 of Texas, Inc. |
|
| General | 1 | % |
|
|
|
| WAMCO 30, Ltd. |
|
| Limited | 99 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| SOWAMCO 35, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on March 14, 2006 |
|
|
|
|
|
|
| Partners: |
| SOWAMCO 35 of Texas, Inc. |
|
| General | 1 | % |
|
|
|
| WAMCO 30, Ltd. |
|
| Limited | 99 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstVal Properties 1, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, filed Certificate of Limited Partnership on September 15, 2006 |
|
|
|
|
|
|
| Partners: |
| FirstVal Properties 1 GP Corp. |
|
| General | 1.0 | % |
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 49.5 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstVal Properties 2, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas; formed on November 21, 2008 |
|
|
|
|
|
|
| Partners: |
| FirstVal Properties 2 GP Corp. |
|
| General | 1.0 | % |
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 49.5 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| WH Realty, Ltd. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas, certificate filed on June 20, 2001 |
|
|
|
|
|
|
| Partners: |
| WH Realty GP corp. |
|
| General | 0.5 | % |
|
|
|
| FCS Wildhorse, Ltd. |
|
| Limited | 99.5 | % |
|
|
|
|
|
|
|
|
|
|
F. |
| REO Affiliate Corporations: |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FH Golf Properties I Inc. |
|
|
|
|
|
|
| Jurisdiction: |
| Michigan; formed on February 15, 2008 |
|
|
|
|
|
|
| Shareholder: |
| FH Partners LLC |
| 1,000 Shares | (100 | )% | |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FH Arizona Properties LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Arizona; formed on August 27, 2009 |
|
|
|
|
|
|
| Manager: |
| FH Properties LLC |
|
|
|
|
|
|
| Members: |
| FH Properties LLC |
|
|
| 51.675 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| MPortfolio Property Corp. |
|
|
|
|
|
|
| Jurisdiction: |
| Texas; formed on April 21, 2008 |
|
|
|
|
|
|
| Shareholder: |
| FH Partners LLC |
| 1,000 Shares | 100 | % | |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| VFC Properties 1 LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on May 12, 2009 |
|
|
|
|
|
|
| Member: |
| VFC Partners 1 LLC |
|
|
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| VFC Properties 2 LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware; formed on October 28, 2009 |
|
|
|
|
| |||
|
| Member: |
| VFC Partners 2 LLC |
|
|
| (100 | )% | |||
|
|
|
|
|
|
|
|
|
| |||
5. |
| FirstCity Europe Corporation. The following corporations, limited partnerships, limited liability companies and other entities are entities in which FirstCity Europe Corporation or certain of its subsidiaries own an equity interest. |
| |||||||||
|
|
|
|
|
|
|
|
|
| |||
A. |
| Corporations and other Entities: |
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| HMCS Investment GmbH |
|
|
|
|
| |||
|
| Jurisdiction: |
| Germany |
|
|
|
|
| |||
|
| Ownership: |
| FirstCity Europe Corporation |
|
|
| 24.50 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| HMCS Portfolio GmbH |
|
|
|
|
| |||
|
| Jurisdiction: |
| Germany; formed August, 2006 |
|
|
|
|
| |||
|
| Ownership: |
| FC Diversified Holdings Europe LLC |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| HMCS Gesellschaft für Forderungsmanagement GmbH |
|
|
|
|
| |||
|
| Jurisdiction: |
| Germany; formed May 17, 2004 |
|
|
|
|
| |||
|
| Ownership: |
| HMCS Investment GmbH |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| VR Inkasso GmbH |
|
|
|
|
| |||
|
| Jurisdiction: |
| Germany; formed August 25, 2004 |
|
|
|
|
| |||
|
| Ownership: |
| HMCS Forderungsmanagement GmbH |
|
|
| 26 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| HMCS Real Estate GmbH |
|
|
|
|
| |||
|
| Jurisdiction: |
| Germany; formed December 19, 2005 |
|
|
|
|
| |||
|
| Ownership: |
| HMCS Investment GmbH |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| HMCS Consulting GmbH |
|
|
|
|
| |||
|
| Jurisdiction: |
| Germany; formed December 19, 2005 |
|
|
|
|
| |||
|
| Ownership: |
| HMCS Investment GmbH |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
6. |
| FirstCity Mexico, Inc. The following corporations, limited partnerships, limited liability companies and other entities are entities in which FirstCity Mexico, Inc. or certain of its subsidiaries own an equity interest. |
| |||||||||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| Strategic Mexican Investment Partners, L.P. |
|
|
|
|
| |||
|
| Jurisdiction: |
| Texas, certificate filed on May 8, 2001 |
|
|
|
|
| |||
|
| Partners: |
| FirstCity Mexico, Inc. |
|
| General | .4251287 | % | |||
|
|
|
| FirstCity Commercial Corporation |
|
| Limited | 99.5748713 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| Bidmex Holding, LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware, formed June 6, 2006 |
|
|
|
|
| |||
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
| |||
|
| Member: |
| Strategic Mexican Investment Partners, L.P. |
|
|
|
|
| |||
|
|
|
| (Tranche B) |
|
|
| 9.0 | % | |||
|
|
|
| Strategic Mexican Investment Partners, L.P. |
|
|
|
|
| |||
|
|
|
| (Tranche C) |
|
|
| 6.0 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| Bidmex Holding II, LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware, formed on January 16, 2008 |
|
|
|
|
| |||
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
| |||
|
| Member: |
| Strategic Mexican Investment Partners, L.P. — |
|
|
|
|
| |||
|
|
|
| Tranche B |
|
|
| 15.0 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| Bidmex Acquisition, LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware, formed June 6, 2006 |
|
|
|
|
| |||
|
| Manager & Member: |
| Bidmex Holding LLC |
|
|
| 100 | % | |||
|
|
|
|
|
|
|
|
|
| |||
|
| Name: |
| Resmex, LLC |
|
|
|
|
| |||
|
| Jurisdiction: |
| Delaware, incorporated December 11, 1998 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Strategic Mexican Investment Partners, L.P. |
|
|
| 19.45 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Residencial Oeste, S.A. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, incorporated December 16, 1998 |
|
|
|
|
|
|
| Shareholder: |
| Resmex, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Residencial Oeste 2, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, incorporated July 25, 2006 |
|
|
|
|
|
|
| Shareholder: |
| Bidmex Acquisition, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Namex, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed December 10, 1999 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Cartera en Administracion y Cobranza, S.de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, incorporated December 13, 1999 |
|
|
|
|
|
|
| Shareholder: |
| Namex, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BIDMEX, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed January 28, 2000 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Administracion de Carteras Nacionales, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, incorporated January, 2000 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BIDMEX II, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed on May 9, 2000 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Administracion de Carteras Nacionales II, S. de R.L. de C.V. |
|
|
|
|
|
|
|
|
| (formerly Ome Calpulli, Resolución de Cartera, S. de R.L. de C.V.) |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, incorporated on November 17, 1999 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX II, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BIDMEX 3, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed on October 20, 2000 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Administracion de Carteras Empresariales, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed on November 13, 2000 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX 3, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BIDMEX 4, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed on March 12, 2001 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Cobranza Nacional de Carteras, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed on March 16, 2001 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX 4, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BIDMEX 5, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed on April 30, 2001 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| (100 | )% |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Cobranza Internacional de Carteras, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed on May 15, 2001 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX 5, LLC |
|
|
| (100 | )% |
|
| Name: |
| BIDMEX 6, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed on May 31, 2001 |
|
|
|
|
|
|
| Manager and Member: |
| FirstCity Mexico, Inc. |
|
|
| 12.564 | % |
|
| Member: |
| Strategic Mexican Investment Partners 2, L.P. |
|
|
| 10.000 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Recuperacion de Carteras Mexicanas, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed on June 21, 2001 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX 6, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BIDMEX 7, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed on May 31, 2001 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Integracion de Activos Mexicanos, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed on March 11, 2002 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX 7, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BIDMEX 8, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed on May 31, 2001 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Recuperacion de Activos Mexicanos, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed on March 11, 2002 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX 8, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BIDMEX 9, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed on January 7, 2003 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Solucion de Activos Residenciales, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed on April 16 , 2004 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX 9, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BIDMEX 10, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed on July 8, 2004 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Solucion de Activos Comerciales, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed on July 15, 2004 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX 10, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BIDMEX XI, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware, formed on July 7, 2004 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| Bidmex Holding, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Solucion de Creditos Comerciales, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed on March 28, 2005 |
|
|
|
|
|
|
| Shareholder: |
| BIDMEX XI, LLC |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| BMX Holding II, LLC |
|
|
|
|
|
|
| Jurisdiction: |
| Delaware; formed on March 23, 2007 |
|
|
|
|
|
|
| Manager: |
| FirstCity Mexico, Inc. |
|
|
|
|
|
|
| Member: |
| FirstCity Mexico, Inc. |
|
|
| 8.0 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Recuperacion de Comercio Interior, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico |
|
|
|
|
|
|
| Shareholders: |
| BMX Holding II, LLC |
|
|
| 98.7 | % |
|
|
|
| FirstCity Mexico, Inc. |
|
|
| 1.0 | % |
|
|
| �� | FirstCity Mexico S.A. de C.V. |
|
|
| 0.3 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Recuperacion de Comercio Interior I, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico; formed on April 24, 2008 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Mexico, Inc. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Soluciones de Adeudos de Consumo, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed on June 15, 2007 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Mexico, Inc. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Acquisitions I, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed October 23, 2007 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Mexico, Inc. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Portafolio de Recuperacion, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed October 29, 2007 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Mexico, Inc. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Portafolio de Recuperacion I, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico, formed October 29, 2007 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Mexico, Inc. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Portafolio de Recuperacion II, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico; formed on February 13, 2008 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Mexico, Inc. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FC Portafolio de Recuperacion III, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico; formed on February 13, 2008 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Mexico, Inc. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Solucion de Activos Residenciales I, S. de R.L. de C.V. |
|
|
|
|
|
|
| Jurisdiction: |
| Mexico; formed April, 2008 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Mexico, Inc. |
|
|
| 100 | % |
|
|
|
|
|
|
|
|
|
|
7. |
| FirstCity Chile II Limitada. The following corporations, limited partnerships, limited liability companies and other entities are entities in which FirstCity Chile II Limitada or certain or its subsidiaries own an equity interest. |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| FirstCity NPL S.A. |
|
|
|
|
|
|
| Jurisdiction: |
| Chile, formed on February 9, 2006 |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Chile II, Limitada |
|
|
| 60 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| NPL Fund One, Private Investment Fund |
|
|
|
|
|
|
| Jurisdiction: |
| Chile |
|
|
|
|
|
|
| Manager: |
| FirstCity NPL, S.A. |
|
|
|
|
|
|
| Quotaholders: |
| FirstCity Chile II, Limitada |
|
|
| 0.2333 | % |
|
|
|
| NPL Investments, S.A. |
|
|
| 99.5333 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Servicios Integrales de Cobranza, S.A. |
|
|
|
|
|
|
| Jurisdiction: |
| Chile |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Chile II, Limitada |
|
|
| 50 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| NPL Investments, S.A. (formerly Inversiones Hipotecarias S.A.) |
|
|
|
|
|
|
| Jurisdiction: |
| Chile, formed on February 17, 2006 |
|
|
|
|
|
|
| Shareholder: |
| Inversiones NPL S.A. |
|
|
| 98.811 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| NPL Fund Two, Private Investment Fund |
|
|
|
|
|
|
| Jurisdiction: |
| Chile |
|
|
|
|
|
|
| Shareholders: |
| FirstCity Chile II Limitada |
|
|
| 13 | % |
|
|
|
| NPL Investments, S.A. |
|
|
| 17 | % |
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| Inversiones NPL S.A. |
|
|
|
|
|
|
| Jurisdiction: |
| Chile |
|
|
|
|
|
|
| Shareholder: |
| FirstCity Chile II, Limitada |
|
|
| 50.0 | % |
|
|
|
|
|
|
|
|
|
|
8. |
| FirstCity International Corporation. The following corporations, limited partnerships, limited liability companies and other entities are entities in which FirstCity International Corporation or certain or its subsidiaries own an equity interest. |
| ||||||
|
|
|
| ||||||
A. |
| Corporations and other Entities: |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| HMCS-ECK Limited |
|
|
| 100 | % |
|
| Jurisdiction: |
| England and Wales; October 27, 2005 |
|
|
|
|
|
|
| Shareholders: |
| FirstCity International Corporation |
| 320 A Shares |
|
|
|
|
|
|
| FirstCity International Corporation |
| 320 C Shares |
|
|
|
|
|
|
| FirstCity International Corporation |
| 320 B Shares |
|
|
|
|
|
|
| FirstCity International Corporation |
| 40 D Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| HMCS-SIG Limited |
|
|
| 100 | % |
|
| Jurisdiction: |
| England and Wales; December 14, 2005 |
|
|
|
|
|
|
| Shareholders: |
| FirstCity International Corporation |
| 490 A Shares |
|
|
|
|
|
|
| FirstCity International Corporation |
| 300 C Shares |
|
|
|
|
|
|
| FirstCity International Corporation |
| 200 B Shares |
|
|
|
|
|
|
| FirstCity International Corporation |
| 10 D Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name: |
| EHCTY Limited |
|
|
| 100 | % |
|
| Jurisdiction: |
| England and Wales; September 20, 2006 |
|
|
|
|
|
|
| Shareholders: |
| FirstCity International Corporation |
| 329 A Shares |
|
|
|
|
|
|
| FirstCity International Corporation |
| 330 B Shares |
|
|
|
|
|
|
| FirstCity International Corporation |
| 330 C Shares |
|
|
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| FirstCity International Corporation |
| 10 D Shares |
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| Name: |
| HMCS-GEN Limited |
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| 100 | % |
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| Jurisdiction: |
| England and Wales; October 16, 2006 |
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| Shareholders: |
| FirstCity International Corporation |
| 500 A Shares |
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| FirstCity International Corporation |
| 300 B Shares |
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| FirstCity International Corporation |
| 200 C Shares |
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| Name: |
| WHFC Holding S.a.r.l. |
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| Jurisdiction: |
| Luxembourg |
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| Shareholders: |
| FirstCity International Corporation |
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| 13.76 | % |
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| Name: |
| CVI GVF Luxembourg Thirteen S.a.r.l. |
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| Jurisdiction: |
| Luxembourg |
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| Ownership: |
| FirstCity International Corporation |
| 638 Shares |
| 5.104 | % |
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| WHFC Holding S.a.r.l. |
| 11,861 Shares |
| 94.888 | % |
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| Name: |
| CVI GVF (Lux) Securitisation S.à.r.l. |
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| Jurisdiction: |
| Luxembourg |
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| Shareholder: |
| FirstCity International Corporation |
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| 100 | % |
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| Name: |
| CVI GVF (Lux) Securitisation S.a.r.l.; Compartment “Sprockhovel” |
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| Jurisdiction: |
| Luxembourg; formed on September 6, 2006 |
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| Owner: |
| FirstCity International Corporation |
| 2,052,400 PECs | (100 | )% | |
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| Name: |
| CVI GVF (Lux) Securitisation S.à.r.l.; Compartment “Marktheidenfeld” |
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| Jurisdiction: |
| Luxembourg; formed on 9-06-06; Compartment June 15, 2007 |
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| Owner: |
| FirstCity International Corporation |
| 1,274,700 PECs | (100 | )% | |
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| Name: |
| CVI GVF (Lux) Securitisation, S.à.r.l.; Compartment “Voreifel” |
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| Jurisdiction: |
| Luxembourg; formed on September 6, 2006; Compartment November 6, 2007 |
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| Owner: |
| FirstCity International Corporation |
| 4,461,030 PECs | (100 | )% | |
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| Name: |
| HMCS-Rhon Limited |
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| Jurisdiction: |
| England and Wales: December 17, 2007 |
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| Shareholders: |
| FirstCity International Corporation |
| 450 A Shares |
| 45 | % |
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| FirstCity International Corporation |
| 450 B Shares |
| 45 | % |
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| FirstCity International Corporation |
| 100 C Shares |
| 10 | % |
9. |
| FirstCity Servicing Corporation. The following corporations, limited partnerships, limited liability companies and other entities are entities in which FirstCity Servicing Corporation or certain of its subsidiaries own an equity interest. |
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A. |
| Corporations: |
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| Name: |
| FirstCity Mexico, S.A. de C.V. (formerly Asset Servicing de Mexico S.A. de C.V.) |
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| Jurisdiction: |
| Mexico, incorporated December 2, 1998 |
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| Shareholders: |
| FirstCity Servicing Corporation |
| 252,536 Shares |
| (100 | )% |
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| FirstCity Financial Corporation |
| 1 Share |
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| Name: |
| Servicios Efectivos de Recuperacion, S. de R.L. de C.V. |
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| Jurisdiction: |
| Mexico; November 16, 2001 |
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| Shareholders: |
| FirstCity Mexico S.A. de C.V. |
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| ( 0.62 | )% |
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| FirstCity Servicing Corporation |
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| (99.38 | )% |
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| Name: |
| FirstCity Servicing Corporation of California |
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| (formerly and d/b/a Milco Loan Servicing Corporation) |
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| Jurisdiction: |
| California, incorporated on January 3, 1991 |
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| Shareholder: |
| FirstCity Servicing Corporation |
| 199 Shares |
| (100 | )% |
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| Name: |
| FirstCity Consumer Servicing Corporation |
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| Jurisdiction: |
| Texas, incorporated on August 2, 2003 |
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| Shareholder: |
| FirstCity Servicing Corporation |
| 400 Shares |
| (100 | )% |
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| Name: |
| FirstCity Servicing (Brazil), LLC |
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| Jurisdiction: |
| Delaware; formed on November 29, 2007 |
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| Member: |
| FirstCity Servicing Corporation |
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| 100 | % |
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10. |
| FC Capital Corp. (dba FirstCity Capital Corporation). The following corporations, limited partnerships, limited liability companies and other entities are entities in which FC Capital Corp. and certain of its affiliates own an equity interest. |
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| Name: |
| FirstCity Capital Home Equity Funding Corp. |
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| Jurisdiction: |
| Delaware, incorporated on June 25, 1998 |
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| Shareholder: |
| FC Capital Corp. |
| 1,000 Shares |
| (100 | )% |
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| Name: |
| Valhalla Holdings Corp. |
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| Jurisdiction: |
| Delaware, incorporated on June 25, 1998 |
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| Shareholder: |
| FC Capital Corp. |
| 1,000 Shares |
| (100 | )% |