EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
  Exhibit 99.1

This Statement on Form 4 is filed by the following reporting persons (the “Reporting Persons”): (i) Fortress Credit Opportunities Fund (A) LP (“FCOF (A)”), (ii) Fortress Credit Opportunities Fund II (A) LP (“FCOF II (A)”), (iii) Fortress Credit Opportunities Fund II (E) LP (“FCOF II (E)”), (iv) FCO MA II UB Securities LLC (“FCO MA II UB”), (v) FCO MA II LP (“FCO MA II”), (vi) FCO MA LSS LP (“FCO MA LSS”), (vii) Fortress Credit Opportunities Fund (B) LP (“FCOF (B)”), (viii) Fortress Credit Opportunities Fund (C) L.P. (“FCOF (C)”), (ix) Fortress Credit Opportunities Fund II (B) LP (“FCOF II (B)”), (x) Fortress Credit Opportunities Fund II (C) L.P. (“FCOF II (C)”), (xi) Fortress Credit Opportunities Fund II (D) L.P. (“FCOF II (D)”), (xii) FTS SIP L.P. (“FTS SIP”), (xiii) FCO Fund GP LLC (“FCO Fund GP”), (xiv) FCO Fund II GP LLC (“FCO Fund II GP”), (xv) FCO MA GP LLC (“FCO MA GP”), (xvi) FCO MA II GP LLC (“FCO MA II GP”), (xvii) FCO MA LSS GP LLC (“FCO MA LSS GP”), (xviii) Fortress Credit Opportunities Advisors LLC (“FCO Advisors”), (xix) Fortress Credit Opportunities MA Advisors LLC (“FCO MA Advisors”), (xx) Fortress Credit Opportunities MA II Advisors LLC (“FCO MA II Advisors”), (xxi) FCO MA LSS Advisors LLC (“FCO MA LSS Advisors”), (xxii) FCOF UB Investments LLC (“FCOF UB”), (xxiii) FCOF II UB Investments LLC (“FCOF II UB”), (xxiv) Fortress Investment Fund V (Fund A) L.P. (“FIF V (A)”), (xxv) Fortress Investment Fund V (Fund D) L.P. (“FIF V (D)”), (xxvi) Fortress Investment Fund V (Fund E) L.P. (“FIF V (E)”), (xxvii) Fortress Investment Fund V (Fund B) L.P. (“FIF V (B)”), (xxviii) Fortress Investment Fund V (Fund C) L.P. (“FIF V (C)”), (xxix) Fortress Investment Fund V (Fund F) L.P. (“FIF V (F)”), (xxx) Fortress Investment Fund V (Fund G) L.P. (“FIF V (G)”), (xxxi) Fortress Fund V GP L.P. (“FF V GP”), (xxxii) Fortress Fund V GP (BCF) L.P. (“FF V GP (BCF)”), (xxxiii) FIG LLC, (xxxiv) Hybrid GP Holdings LLC (“Hybrid GP Holdings”), (xxxv) Fortress Fund V GP Holdings Ltd. (“FF V GP Holdings”), (xxxvi) Fortress Fund V GP (BCF) Holdings Ltd. (“FF V GP (BCF) Holdings”), (xxxvii) Principal Holdings I LP (“Principal Holdings I”), (xxxviii) FIG Asset Co. LLC (“FIG Asset Co.”), (xxxix) Fortress Operating Entity I LP (“FOE I”), (xl) FIG Corp. and (xli) Fortress Investment Group LLC.

Name of Designated Filer: Fortress Investment Group LLC

Date of Event Requiring Statement:  May 24, 2013

Issuer Name and Ticker or Trading Symbol: Walker & Dunlop, Inc.  [WD]

Each of FCOF (C), FCOF II (C), FCOF II (D), FIF V (A), FIF V (B), FIF V (C), FIF V (D), FIF V (E), FIF V (F), FIF V (G), FF V GP, FF V GP (BCF), FF V GP Holdings and FF V GP (BCF) Holdings is a Cayman Islands entity.  FTS SIP is a Jersey entity.  Each of the other Reporting Persons is a Delaware entity.

Each of the Reporting Persons is in the business of investing and/or investment management.

Each of FCOF (A), FCOF (B) and FCOF (C) has a principal business and principal office address of c/o FCO Fund GP, LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.  Each of FCOF II (A), FCOF (II (B), FCOF II (C), FCOF II (D) and FCOF II (E) has a principal business and principal office address of c/o FCO Fund II GP, LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.  FTS SIP has a principal business and principal office address of c/o FCO MA GP LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.  FCO MA II has a principal business and principal office address of c/o FCO MA II GP LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.  FCO MA LSS has a principal business and principal office address of c/o FCO MA LSS GP LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.

Each of FIF V (A), FIF V (D), FIF V (E), FF V GP and FF V GP Holdings has a principal business and principal office address of c/o Fortress Operating Entity I LP, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.  Each of FIF V (B), FIF V (C), FIF V(F), FIF V (G), FFV GP (BCF) and FF V GP (BCF) Holdings has a principal business and principal office address of c/o Principal Holdings I LP, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.
 
Each of the other Reporting Persons has a principal business and principal office address of c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.

 
 

 
As previously reported by the Reporting Persons on Form 3 filed September 14, 2012, on September 4, 2012, certain of the Reporting Persons and their affiliates acquired beneficial ownership of 11,647,255 shares of common stock, par value $0.01 per share, of Walker & Dunlop, Inc. (the “Common Stock”), in connection with the transactions contemplated by the Purchase Agreement, dated June 7, 2012 (the “Purchase Agreement”), by and among Walker & Dunlop, Inc. (the “Issuer”), Walker & Dunlop, LLC (“W&D LLC”), CW Financial Services LLC (“CW Financial”) and CWCapital LLC.

In connection with the transactions contemplated by the Purchase Agreement, Issuer, W&D LLC, Column Guaranteed LLC (“Column”) and CW Financial entered into the Voting Agreement dated as of June 7, 2012 (the “Column Voting Agreement”).  The Column Voting Agreement provides that to the extent Column owns, directly or indirectly, at least 10% of the then outstanding Common Stock of the Issuer, at the annual meeting of shareholders of the Issuer for the 2013 and 2014 calendar years, or at any special meeting of shareholders of the Issuer held prior to the Issuer’s 2014 annual meeting of shareholders at which directors of the Issuer are to be elected, or at any taking of action by written consent of shareholders of Issuer prior to the Issuer’s 2014 annual meeting of shareholders with respect to which directors of the Issuer are to be elected, Column has the right (but not the obligation) to designate one nominee for election to the Board of Directors of the Issuer (such nominee, the “Column Nominee”). At each such election of directors of the Issuer, CW Financial and its affiliates agreed to vote its shares of Common Stock then held by CW Financial and its affiliates in favor of electing the Column Nominee to the Board of Directors of the Company, and Column agreed to vote all of the shares of Common Stock then held by Column in favor of electing the nominees of CW Financial or its affiliates to the Board of Directors of the Issuer.

Pursuant to the Column Voting Agreement, the Reporting Persons may be deemed to have beneficial ownership of 3,322,427 shares of Common Stock held by Column (the “Column Shares”), based on the Schedule 14A filed by the Issuer on April 26, 2013.
 
On April 8, 2013, FCO MA II transferred 776,483 shares of Common Stock to its affiliate, FCO MA II UB.

On May 24, 2013, the following sales of Common Stock were effected:

Reporting Person:
   
Shares
 Sold:
 
Fortress Investment Fund V (Fund A) L.P.
      251,774  
Fortress Investment Fund V (Fund B) L.P.
      81,508  
Fortress Investment Fund V (Fund C) L.P.
      87,230  
Fortress Investment Fund V (Fund D) L.P.
      103,728  
Fortress Investment Fund V (Fund E) L.P.
      4,636  
Fortress Investment Fund V (Fund F) L.P.
      8,464  
Fortress Investment Fund V (Fund G) L.P.
      13,021  
FCOF UB Investments LLC
      220,144  
FCOF II UB Investments LLC
      146,763  
FTS SIP LP
      91,727  
FCO MA II UB
      73,381  
FCO MA LSS LP
      18,345  
           
 
Total
    1,100,721  
 
 

As a result of the sales, the Reporting Persons set forth below directly own shares of Common Stock set forth below:
 
 
 
2

 

 
Reporting Person:
   
Shares Held:
 
Fortress Investment Fund V (Fund A) L.P.
      2,412,362  
Fortress Investment Fund V (Fund B) L.P.
      780,969  
Fortress Investment Fund V (Fund C) L.P.
      835,793  
Fortress Investment Fund V (Fund D) L.P.
      993,867  
Fortress Investment Fund V (Fund E) L.P.
      44,424  
Fortress Investment Fund V (Fund F) L.P.
      81,096  
Fortress Investment Fund V (Fund G) L.P.
      124,756  
FCOF UB Investments LLC
      2,109,307  
FCOF II UB Investments LLC
      1,406,204  
FTS SIP LP
      878,878  
FCO MA II UB
      703,102  
FCO MA LSS LP
      175,776  
           
 
Total
    10,546,534  


Other than the foregoing, none of the Reporting Persons directly owns any shares of the Common Stock.  For the reasons set forth below, the other Reporting Persons may be deemed to beneficially own 13,868,961 shares of Common Stock (the “Shares”), consisting of the Column Shares subject to the Column Voting Agreement and the 10,546,534 shares of Common Stock described above.

FCOF (A), FCOF (B), FCOF (C) may be deemed to own the Shares, as the holders of the membership interests of FCOF UB, and have the ability to direct the management and affairs of FCOF UB as members.

FCOF II (A), FCOF II (B), FCOF II (C), FCOF II (D) and FCOF II (E) may be deemed to own the Shares, as the holders of the membership interests of FCOF II UB, and have the ability to direct the management and affairs of FCOF II UB as members.

FCO Fund GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FCOF (A), FCOF (B) and FCOF (C).  FCO Fund II GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FCOF II (A), FCOF II (B), FCOF II (C), FCOF II (C), FCOF II (D) and FCOF II (E). FCO MA GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FTS SIP.  FCO MA II may be deemed to beneficially own the Shares, by virtue of being the sole member of, and has the ability to direct the management and affairs of, FCO MA II UB.  FCO MA II GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FCO MA II.  FCO MA LSS GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FCO MA LSS.

FCO Advisors may be deemed to beneficially own the Shares, by virtue of its capacity as investment advisor of  FCOF (A), FCOF (B), FCOF (C), FCOF II (A), FCOF II (B), FCOF II (C), FCOF II (D) and FCOF II (E), pursuant to management agreements.  FCO MA Advisors may be deemed to beneficially own the Shares, by virtue of its capacity as investment advisor of  FTS SIP, pursuant to a management agreement.  FCO MA II Advisors may be deemed to beneficially own the Shares, by virtue of its capacity as investment advisor of  FCO MA II, pursuant to a management agreement. FCO MA LSS Advisors LLC may be deemed to beneficially own the Shares, by virtue of its capacity as investment advisor of  FCO MA LSS, pursuant to a management agreement.
 
 
 
3

 

 
FF V GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FIF V (A), FIF V (D) and FIF V (E).  FF V GP (BCF) may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FIF V (B), FIF V (C), FIF V (F) and FIF V (G).

Hybrid GP Holdings may be deemed to beneficially own the Shares, as the holder of all the membership interests, and has the ability to direct the management and affairs of as the sole member of, FCO Fund GP, FCO Fund II GP, FCO MA GP, FCO MA II GP and FCO MA LSS GP.

FF V GP Holdings may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FF V GP.  FF V GP (BCF) Holdings may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FF V GP (BCF).

Principal Holdings I may be deemed to beneficially own the Shares, as the holder of all the membership interests of, and has the ability to direct the management and affairs as member of, FF V GP (BCF) Holdings.  FIG Asset Co. may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, Principal Holdings I.

FIG LLC may be deemed to beneficially own the Shares, by virtue of its capacity as investment advisor of  FIF V (A), FIF V (B), FIF V (C), FIF V (D), FIF V (E), FIF V (F) and FIF V (G), pursuant to management agreements, and in its capacity as owner of FCO Advisors, FCO MA Advisors, FCO MA II Advisors and FCO MA LSS Advisors.

FOE I may be deemed to beneficially own the Shares, by virtue of being the managing member of, and has the ability to direct the management and affairs of, Hybrid GP Holdings and owns all the membership interests of, and has the ability to direct the management and affairs as the sole member of, FIG LLC and FF V GP Holdings. FIG Corp. may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FOE I.  Fortress Investment Group LLC may be deemed to beneficially own the Shares, as owner of, and has the ability to direct the management and affairs of the owner of, all the shares of FIG Corp. and all membership interests of FIG Asset Co. LLC.
 
 
 
 
4

 
 
 
Dated:  May 28, 2013

 
 
Fortress Credit Opportunities Fund (A) LP
 
 
  By: FCO Fund GP LLC, its general partner  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Credit Opportunities Fund II (A) LP
 
 
  By: FCO Fund II GP LLC, its general partner  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Credit Opportunities Fund II (E) LP
 
 
  By:
By: FCO Fund II GP LLC, its general partner
 
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
FCO MA II UB Securities LLC
 
 
  By:
By: FCO Fund II GP LLC, its general partner
 
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
FCO MA II LP
 
 
  By:
By:  FCO MA II GP LLC, its general partner
 
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
 
5

 
 
 
FCO MA LSS LP
 
 
  By: FCO MA LSS GP LLC, its general partner  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Credit Opportunities Fund (B) LP
 
 
  By: FCO Fund GP LLC, its general partner  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Credit Opportunities Fund (C) L.P.
 
 
  By:
By: FCO Fund GP LLC, its general partner
 
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Credit Opportunities Fund II (B) LP
 
 
  By:
By: FCO Fund II GP LLC, its general partner
 
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Credit Opportunities Fund II (C) L.P.
 
 
  By:
By:  FCO MA II GP LLC, its general partner
 
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
 
 
 
6

 
 
 
Fortress Credit Opportunities Fund II (D) LP
 
 
  By:
By: FCO Fund II GP LLC, its general partner
 
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
  FTS SIP L.P.  
 
  By: FCO MA GP LLC, its general partner  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
  FCO Fund GP LLC  
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
  FCO Fund II GP LLC  
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
FCO MA GP LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
FCO MA II GP LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
 
 
7

 
 
 
 
FCO MA LSS GP LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Credit Opportunities Advisors LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Credit Opportunities MA Advisors LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Credit Opportunities MA II Advisors LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
FCO MA LSS Advisors LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
FCOF UB Investments LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
 
 
8

 
 
 
FCOF II UB Investments LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Investment Fund V (Fund A) L.P.
 
 
  By its General Partner Fortress Fund V GP L.P.  
 
    By its Geneeral Partner Fortress Fund V GP Holdings Ltd.  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Investment Fund V (Fund D) L.P.
 
 
  By its General Partner Fortress Fund V GP L.P.  
 
    By its General Partner Fortress Fund V GP Holdings Ltd.  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
Fortress Investment Fund V (Fund E) L.P.
 
 
  By its General Partner Fortress Fund V GP L.P.  
 
    By its Geneeral Partner Fortress Fund V GP Holdings Ltd.  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
 
9

 
 
 
 
Fortress Investment Fund V (Fund B) L.P.
 
 
  By its General Partner Fortress Fund V GP (BCF) L.P.  
 
    By its Geneeral Partner Fortress Fund V GP (BCF) L.P.  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
Fortress Investment Fund V (Fund C) L.P.
 
 
  By its General Partner Fortress Fund V GP (BCF) L.P.  
 
    By its Geneeral Partner Fortress Fund V GP (BCF) Holdings Ltd.  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
Fortress Investment Fund V (Fund F) L.P.
 
 
  By its General Partner Fortress Fund V GP (BCF) L.P.  
 
    By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
 
 
10

 
 
 
Fortress Investment Fund V (Fund G) L.P.
 
 
  By its General Partner Fortress Fund V GP (BDF) L.P.  
 
    By its Geneeral Partner Fortress Fund V GP (BDF) Holdings Ltd.  
       
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
Fortress Fund V GP L.P.
 
 
  By its General Partner Fortress Fund V GP Holdings Ltd.  
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
Fortress Fund V GP (BDF) L.P.
 
 
  By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.  
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
FIG LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
Hybrid GP Holdings LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Authorized Signatory  
       
 
 
 
11

 
 
 
 
Fortress Fund V GP Holdings Ltd.
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
Fortress Fund V GP (BCF) Holdings Ltd.
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
Principal Holdings I L.P.
 
 
  By its General Partner FIG Asset Co. LLC  
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
FIG Asset Co. LLC
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
Fortress Operating Entity I LP
 
 
  By its General Partner FIG Corp.  
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
FIG Corp.
 
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: Secretary  
       
 
 
 
 
12

 
 
 
  Fortress Investment Group LLC  
 
 
By:
/s/ David N. Brooks  
  Name: David N. Brooks  
  Title: General Counsel & Secretary  
       
 
 
 
13