0000899243-19-006565.txt : 20190306 0000899243-19-006565.hdr.sgml : 20190306 20190306205028 ACCESSION NUMBER: 0000899243-19-006565 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190305 FILED AS OF DATE: 20190306 DATE AS OF CHANGE: 20190306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hicks George G CENTRAL INDEX KEY: 0001706059 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 19664092 MAIL ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Varde Fund XI (Master), L.P. CENTRAL INDEX KEY: 0001704962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 19664093 BUSINESS ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 952-374-6998 MAIL ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Varde Fund XI G.P., LLC CENTRAL INDEX KEY: 0001704880 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 19664094 BUSINESS ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 952-374-6998 MAIL ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Varde Fund XII (Master), L.P. CENTRAL INDEX KEY: 0001704882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 19664095 BUSINESS ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 952-374-6998 MAIL ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Varde Fund XII G.P., L.P. CENTRAL INDEX KEY: 0001704881 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 19664096 BUSINESS ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 952-374-6998 MAIL ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Varde Fund XII UGP, LLC CENTRAL INDEX KEY: 0001704967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 19664097 BUSINESS ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 952-374-6998 MAIL ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Varde Skyway Mini-Master Fund, L.P. CENTRAL INDEX KEY: 0001768070 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 19664098 BUSINESS ADDRESS: STREET 1: C/O VARDE PARTNERS STREET 2: 901 MARQUETTE AVENUE SOUTH, SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 952-893-1554 MAIL ADDRESS: STREET 1: C/O VARDE PARTNERS STREET 2: 901 MARQUETTE AVENUE SOUTH, SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Varde Skyway Fund, L.P. CENTRAL INDEX KEY: 0001648370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 19664099 BUSINESS ADDRESS: STREET 1: 8500 NORMANDALE LAKE BLVD., SUITE 1500 CITY: MINNEAPOLIS STATE: MN ZIP: 55437 BUSINESS PHONE: 952-893-1554 MAIL ADDRESS: STREET 1: 8500 NORMANDALE LAKE BLVD., SUITE 1500 CITY: MINNEAPOLIS STATE: MN ZIP: 55437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Varde Skyway fund G.P., LLC CENTRAL INDEX KEY: 0001704964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 19664100 BUSINESS ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 952-374-6998 MAIL ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Varde Investment Partners (Offshore) Master, L.P. CENTRAL INDEX KEY: 0001705023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 19664101 BUSINESS ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 952-374-6998 MAIL ADDRESS: STREET 1: 901 MARQUETTE AVENUE SOUTH STREET 2: SUITE 3300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LILIS ENERGY, INC. CENTRAL INDEX KEY: 0001437557 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1800 BERING DR STREET 2: SUITE NO. 510 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: (210) 999-5400 MAIL ADDRESS: STREET 1: 1800 BERING DR STREET 2: SUITE NO. 510 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: RECOVERY ENERGY, INC. DATE OF NAME CHANGE: 20091104 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL HOLDINGS INC DATE OF NAME CHANGE: 20080612 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-05 0 0001437557 LILIS ENERGY, INC. LLEX 0001706059 Hicks George G 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 1 0 1 0 0001704962 Varde Fund XI (Master), L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 1 0 1 0 0001704880 Varde Fund XI G.P., LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 1 0 1 0 0001704882 Varde Fund XII (Master), L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 1 0 1 0 0001704881 Varde Fund XII G.P., L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 1 0 1 0 0001704967 Varde Fund XII UGP, LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 1 0 1 0 0001768070 Varde Skyway Mini-Master Fund, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 1 0 1 0 0001648370 Varde Skyway Fund, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 1 0 1 0 0001704964 Varde Skyway fund G.P., LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 1 0 1 0 0001705023 Varde Investment Partners (Offshore) Master, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 1 0 1 0 Common Stock 2019-03-05 4 J 0 17641638 1.88 A 47594401 I See footnotes Series C-1 9.75% Non-Convertible Participating Preferred 2019-03-05 4 J 0 100000 A 100000 I See footnotes Series C-2 9.75% Non-Convertible Participating Preferred 2019-03-05 4 J 0 25000 A 25000 I See footnotes Series D 8.25% Non-Convertible Participating Preferred Stock 2019-03-05 4 J 0 39254 A 39254 I See footnotes Series F 9.00% Participating Preferred Stock 2019-03-05 4 J 0 55000 1000.00 A 55000 I See footnotes Series E 8.25% Convertible Participating Preferred Stock 2.50 2019-03-05 4 J 0 60000 1000.00 A 2019-03-05 Common Stock, $0.001 par value 24000000 60000 I See footnotes Series C-1 9.75% Convertible Participating Preferred Stock 6.15 2019-03-05 4 J 0 100000 1.88 D 2018-01-30 Common Stock, $0.001 par value 22557822 0 I See footnotes Series C-2 9.75% Convertible Participating Preferred Stock 6.15 2019-03-05 4 J 0 25000 1.88 D 2018-10-10 Common Stock, $0.001 par value 5278553 0 I See footnotes Series D 8.25% Convertible Participating Preferred Stock 5.50 2019-03-05 4 J 0 39254 1.88 D 2018-10-10 Common Stock, $0.001 par value 8661146 0 I See footnotes Convertible Debt 5.50 2019-03-05 4 J 0 109360329 1.88 D 2018-10-10 2021-04-26 Common Stock, $0.001 par value 17001945 0 I See footnotes Pursuant to the Transaction Agreement, dated as of March 5, 2019 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master"), The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Issuer issued to the Varde Parties, as consideration for the termination of the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, the lenders from time to time party thereto, the guarantors from time to time party thereto, Varde Partners, Inc. as lead lender, and Wilmington Trust, National Association, as Administrative Agent for the existing lenders (the "Term Loan Credit Agreement"), including the (Continued from Footnote 1) cancellation of the convertible debt securities issued thereunder (the "Convertible Debt"), and the satisfaction in full of all indebtedness, liabilities and other Obligations (as defined in the Term Loan Credit Agreement), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 9,891,638 shares of the Issuer's Common Stock, (ii) 60,000 shares of the Issuer's Series E 8.25% Convertible Participating Preferred Stock (the "Series E Preferred Stock"), and (iii) 55,000 shares of the Issuer's Series F 9.00% Participating Preferred Stock (the "Series F Preferred Stock"). Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series E Preferred Stock. The Issuer has the right to redeem the Series E Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series E Stated Value") then in effect multiplied by (a) 110% if redeemed on or prior to the first anniversary of March 5, 2019 (the "Original Issue Date"), (b) 105% if redeemed after the first anniversary of the Original Issue Date and on or prior to the second anniversary of the Original Issue Date or (c) 100% if redeemed after the second anniversary of the Original Issue Date, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series E Optional Redemption Amount"). (Continued from Footnote 4). Each share of Series E Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series E Optional Redemption Amount divided by (ii) a conversion price of $2.50, subject to adjustment (the "Series E Conversion Price"). Following the closing of the Transaction Agreement, the aggregate number of shares of Series E Preferred Stock became immediately convertible into 24,000,000 shares of Common Stock, based on an initial Series E Conversion Price of $2.50 and the initial Series E Optional Redemption Amount of 110% of the Series E Stated Value. Prior to the amendment and restatement of the Series C Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series C-1 Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-1 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-1 Optional Redemption Amount"). Prior to the amendment and restatement of the Series C Certificate of Designation, each share of Series C-1 Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to (Continued from Footnote 6) (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-1 Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock as of March 1, 2019, based on a Series C-1 Conversion Price of $6.15 and a Series C-1 Optional Redemption Amount of 125% of the Series C-1 Stated Value. Prior to the amendment and restatement of the Series C Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series C-2 Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Prior to the amendment and restatement of the Series C Certificate of Designation, each share of Series C-2 Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to (Continued from Footnote 8) (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-2 Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock as of March 1, 2019, based on a Series C-2 Conversion Price of $6.15 and a Series C-2 Optional Redemption Amount of 125% of the Series C-2 Stated Value. Prior to the amendment and restatement of the Series D Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series D Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series D Optional Redemption Amount"). Prior to the amendment and restatement of the Series D Certificate of Designation, each share of Series D Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to (Continued from Footnote 10) (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock as of March 1, 2019, based on a Series D Conversion Price of $5.50 and a Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. The Series E Preferred Stock is perpetual and has no expiration date. The Series C-1 Preferred Stock is perpetual and has no expiration date. The Series C-2 Preferred Stock is perpetual and has no expiration date. The Series D Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Convertible Debt as of March 1, 2019. Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. Markus Specks, Managing Director of Varde Partners, Inc. and John Johanning, Director of Varde Partners, Inc., serve on the Issuer's Board of Directors as the Varde Parties' representatives. Therefore, for purposes of Section 16 of the Securities Exchange Act of 1934, the Varde Parties may be deemed directors by deputization of the Issuer. GEORGE G. HICKS, By: /s/ George G. Hicks, Name: George G. Hicks 2019-03-06 THE VARDE FUND XI (Master), L.P., By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 2019-03-06 THE VARDE FUND XI G.P., LLC, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 2019-03-06 THE VARDE FUND XII (MASTER), L.P., By: The Varde Fund XII G.P., L.P., Its General Partner, By: The Varde Fund XII UGP, LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By:/s/ David A. Marple, Name:David A. Marple, Title: General Counsel 2019-03-06 THE VARDE FUND XII G.P., L.P., By: The Varde Fund XII UGP, LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 2019-03-06 THE VARDE FUND XII UGP, LLC, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 2019-03-06 THE VARDE SKYWAY MINI-MASTER FUND, L.P., By: Varde Skyway Fund G.P., LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 2019-03-06 THE VARDE SKYWAY FUND, L.P., By: Varde Skyway Fund G.P., LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 2019-03-06 THE VARDE SKYWAY FUND G.P., LLC, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 2019-03-06 VARDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P., By: Varde Investment Partners G.P., LLC, Its General Partner, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel 2019-03-06