UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 2)
LILIS ENERGY, INC.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
532403201
(CUSIP Number)
David A. Marple
Värde Partners, Inc.
901 Marquette Ave. S, Suite 3300
Minneapolis, MN 55402
(952) 893-1554
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Justin Fitzgerald Hoffman
Kirkland & Ellis LLP
600 Travis, Suite 3300
Houston, TX 77002
(713) 835-3664
August 12, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”) or otherwise subject to the liabilities of that section of the Securities Exchange Act but shall be subject to all other provisions of the Securities Exchange Act (however, see the Notes).
| CUSIP No. 532403201 | Page 2 of 21 |
| (1) | Name of reporting person
The Värde Fund XI (Master), L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
5,421,614 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
5,421,614 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
5,421,614 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
9.6%* | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
| * | The ownership percentage appearing on such cover pages has been calculated based on an aggregate total of 50,818,714 shares of Common Stock issued and outstanding as of August 11, 2017 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on August 14, 2017, plus the 13,032,727 shares of Common Stock as if the entire amount of the Initial Term Loan were converted upon the closing of the Credit Agreement on April 26, 2017. |
| CUSIP No. 532403201 | Page 3 of 21 |
| (1) | Name of reporting person
The Värde Fund XI G.P., LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
5,421,614 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
5,421,614 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
5,421,614 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
9.6% | |||||
| (14) | Type of reporting person (see instructions):
OO | |||||
| CUSIP No. 532403201 | Page 4 of 21 |
| (1) | Name of reporting person
The Värde Fund XII (Master), L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
3,857,687 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
3,857,687 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
3,857,687 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
7.1% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 532403201 | Page 5 of 21 |
| (1) | Name of reporting person
The Värde Fund XII G.P., L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
3,857,687 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
3,857,687 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
3,857,687 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
7.1% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 532403201 | Page 6 of 21 |
| (1) | Name of reporting person
The Värde Fund XII UGP, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
3,857,687 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
3,857,687 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
3,857,687 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
7.1% | |||||
| (14) | Type of reporting person (see instructions):
OO | |||||
| CUSIP No. 532403201 | Page 7 of 21 |
| (1) | Name of reporting person
The Värde Skyway Master Fund, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
1,694,254 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
1,694,254 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
1,694,254 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
3.2% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 532403201 | Page 8 of 21 |
| (1) | Name of reporting person
The Värde Skyway Fund G.P., LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
1,694,254 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
1,694,254 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
1,694,254 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
3.2% | |||||
| (14) | Type of reporting person (see instructions):
OO | |||||
| CUSIP No. 532403201 | Page 9 of 21 |
| (1) | Name of reporting person
Värde Investment Partners (Offshore) Master, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
781,963 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
781,963 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
781,963 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
1.5% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 532403201 | Page 10 of 21 |
| (1) | Name of reporting person
The Värde Fund VI-A, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
390,981 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
390,981 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
390,981 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
0.8% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 532403201 | Page 11 of 21 |
| (1) | Name of reporting person
Värde Investment Partners, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
886,225 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
886,225 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
886,225 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
1.7% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 532403201 | Page 12 of 21 |
| (1) | Name of reporting person
Värde Investment Partners G.P., LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
2,059,170 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
2,059,170 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
2,059,170 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
4.0% | |||||
| (14) | Type of reporting person (see instructions):
OO | |||||
| CUSIP No. 532403201 | Page 13 of 21 |
| (1) | Name of reporting person
Värde Partners, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
13,032,727 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
13,032,727 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
13,032,727 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
20.4% | |||||
| (14) | Type of reporting person (see instructions):
PN | |||||
| CUSIP No. 532403201 | Page 14 of 21 |
| (1) | Name of reporting person
Värde Partners, Inc. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
13,032,727 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
13,032,727 | |||||
| (10) | Shared dispositive power:
0 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
13,032,727 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
20.4% | |||||
| (14) | Type of reporting person (see instructions):
CO | |||||
| CUSIP No. 532403201 | Page 15 of 21 |
| (1) | Name of reporting person
George G. Hicks | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only:
| |||||
| (4) | Source of funds (see instructions):
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or place of organization:
United States | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
13,032,727 | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
13,032,727 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
13,032,727 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares: (see instructions)
☐ | |||||
| (13) | Percent of class represented by amount in Row (11):
20.4% | |||||
| (14) | Type of reporting person (see instructions):
IN | |||||
| CUSIP No. 532403201 | Page 16 of 21 |
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the “Common Stock”), par value $0.001 per share, of Lilis Energy, Inc., a Nevada corporation (the “Issuer”). The Issuer has its principal executive offices at 300 E. Sonterra Blvd., Suite 1220, San Antonio, TX 78258.
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed by the Reporting Persons on May 8, 2017, as amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed by the Reporting Persons on July 14, 2017 (as so amended through Amendment No. 1, the “Schedule 13D”).
Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to them in the Schedule 13D. The filing of this Amendment No. 2 shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in the Schedule 13D or that this Amendment No. 2 is required under Rule 13d-2 of the Securities Exchange Act.
Item 2. Identity and Background
No change.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
Lenders’ Right to Appoint a Member to the Board of Directors
Pursuant to the terms of the Credit Agreement, the Lenders have the right to appoint up to two members to the Board upon conversion of the Initial Term Loan, based on the percentage of outstanding common stock held by the Lenders at the time of conversion. On August 12, 2017, the Issuer and the Lenders entered into a letter agreement, pursuant to which the Issuer granted the Lenders the right to appoint one member to the Board, who shall be reasonably acceptable to the Issuer, effective immediately upon execution of the letter agreement but expiring upon the conversion of the Term Loan. The letter agreement provides that, to the fullest extent permitted by law, until the conversion of the Term Loan, the Issuer will include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors the person designated by the Lenders to serve on the Board pursuant to the appointment right set forth in the letter agreement. The letter agreement was entered into in connection with an acknowledgment and consent by the Lenders related to the resignation and replacement of the Issuer’s Chief Executive Officer, among other matters.
Item 5. Interest in Securities of the Issuer
No change except that the ownership percentages appearing on the cover pages hereto have been recalculated based on an aggregate total of 50,818,714 shares of Common Stock issued and outstanding as of August 11, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 14, 2017.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer
See Item 4 herein regarding the letter agreement, which disclosure is hereby incorporated by reference.
Item 7. Material to be filed as Exhibits.
| Exhibit A | Joint Filing Agreement, dated May 8, 2017 by and among the Reporting Persons (incorporated by reference from Exhibit A to the Issuer’s Schedule 13D filed May 8, 2017). |
| CUSIP No. 532403201 | Page 17 of 21 |
| Exhibit B | Letter Agreement, dated August 12, 2017 by and among Värde Partners, Inc. and Lilis Energy, Inc. (incorporated by reference from Exhibit 10.14 to the Issuer’s Quarterly Report on Form 10-Q filed on August 14, 2017). |
| CUSIP No. 532403201 | Page 18 of 21 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated as of August 18, 2017 | ||
| THE VÄRDE FUND XI (MASTER), L.P. | ||
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE FUND XI G.P., LLC | ||
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE FUND XII (MASTER), L.P. | ||
| By: | The Värde Fund XII G.P., L.P., Its General Partner | |
| By: | The Värde Fund XII UGP, LLC, Its General Partner | |
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE FUND XII G.P., L.P. | ||
| By: | The Värde Fund XII UGP, LLC, Its General Partner | |
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE FUND XII UGP, LLC | ||
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE SKYWAY MASTER FUND, L.P. | ||
| By: | Värde Skyway Fund G.P., LLC, Its General Partner | |
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE SKYWAY FUND G.P., LLC | ||
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P. | ||
| By: | Värde Investment Partners G.P., LLC, Its General Partner | |
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| THE VÄRDE FUND VI-A L.P. | ||
| By: | Värde Investment Partners G.P., LLC, Its General Partner | |
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE INVESTMENT PARTNERS, L.P. | ||
| By: | Värde Investment Partners G.P., LLC, Its General Partner | |
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE INVESTMENT PARTNERS G.P., LLC | ||
| By: | Värde Partners, L.P., Its Managing Member | |
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE PARTNERS, L.P. | ||
| By: | Värde Partners, Inc., Its General Partner | |
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| VÄRDE PARTNERS, INC. | ||
| By: | /s/ David A. Marple | |
| Name: | David A. Marple | |
| Title: | General Counsel | |
| GEORGE G. HICKS | ||
| By: | /s/ George G. Hicks | |