Varde Partners SC 13D/A OneMain / VARDE PARTNERS ownership change

Varde Partners SC 13D/AOneMain / VARDE PARTNERS ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

OneMain Holdings, Inc.

(Name of Issuer)

COMMON STOCK, par value $0.01 per share

(Title of Class of Securities)

68268W103

(CUSIP Number)

David A. Marple

Värde Partners, Inc.

901 Marquette Ave. S, Suite 3300

Minneapolis, MN 55402

(952) 893-1554

February 16, 2021

(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 Rule 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 68268W103		Page 1


1.		Names of Reporting Persons. UNIFORM INVESTCO LP
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 2


1.		Names of Reporting Persons. UNIFORM INVESTCO GP LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 3


1.		Names of Reporting Persons. THE VÄRDE FUND VI-A, L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 4


1.		Names of Reporting Persons. VÄRDE INVESTMENT PARTNERS, L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 5


1.		Names of Reporting Persons. VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 6


1.		Names of Reporting Persons. VÄRDE INVESTMENT PARTNERS G.P., L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 7


1.		Names of Reporting Persons. VÄRDE INVESTMENT PARTNERS UGP, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 8


1.		Names of Reporting Persons. THE VÄRDE SKYWAY MASTER FUND, L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 9


1.		Names of Reporting Persons. THE VÄRDE SKYWAY FUND G.P., L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 10


1.		Names of Reporting Persons. THE VÄRDE SKYWAY FUND UGP, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 11


1.		Names of Reporting Persons. THE VÄRDE FUND XII (MASTER), L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 12


1.		Names of Reporting Persons. THE VÄRDE FUND XII G.P., L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 13


1.		Names of Reporting Persons. THE VÄRDE FUND XII UGP, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 14


1.		Names of Reporting Persons. VÄRDE CREDIT PARTNERS MASTER, L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 15


1.		Names of Reporting Persons. VÄRDE CREDIT PARTNERS G.P., L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 16


1.		Names of Reporting Persons. VÄRDE CREDIT PARTNERS UGP, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 17


1.		Names of Reporting Persons. VÄRDE SFLT, L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 18


1.		Names of Reporting Persons. THE VÄRDE SPECIALTY FINANCE FUND G.P., L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 19


1.		Names of Reporting Persons. THE VÄRDE SPECIALITY FINANCE FUND U.G.P., LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 20


1.		Names of Reporting Persons. VÄRDE PARTNERS, L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 21


1.		Names of Reporting Persons. VÄRDE PARTNERS, INC.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 22


1.		Names of Reporting Persons. GEORGE G. HICKS
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds 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


CUSIP No. 68268W103		Page 23


1.		Names of Reporting Persons. ILFRYN C. CARSTAIRS
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Australia and the United Kingdom


CUSIP No. 68268W103		Page 24

Schedule 13D/A

Amendment No. 2

ITEM 1. SECURITY AND ISSUER

This Statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of OneMain Holdings, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 601 N.W. Second Street, Evansville, IN 47708.

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed by the Reporting Persons on Schedule 13D filed by the Reporting Persons on July 3, 2018, as amended by Amendment No. 1 thereto filed on February 20, 2020 (as so amended by this Amendment No. 2, the “Schedule 13D”). This Amendment No. 2 is filed to reflect that on February 16, 2021, V-OMH II, L.P. (“V-OMH”) sold 1,901,638 shares of the Issuer’s Common Stock in an underwritten offering, as described below and to reflect certain changes to Appendix A.

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.

ITEM 2. IDENTITY AND BACKGROUND

Appendix A of the Schedule 13D is amended and restated in its entirety by the Appendix A attached hereto.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

No change.

ITEM 4. PURPOSE OF TRANSACTION

No change.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Holdings and/or one or more of its subsidiaries are the record owners of an aggregate of 45,737,500 shares of the Issuer’s Common Stock, which represents approximately 34.04% of the Issuer’s outstanding Common Stock. Through its interest in Holdings, InvestCo has a beneficial interest in 9,453,930 shares of Issuer’s Common Stock, which represents approximately 7.04% of the outstanding shares of Issuer’s Common Stock. Each of Fund VI, VIP, VIP Offshore, Skyway, Fund XII, Credit Partners and SFLT own an interest in Uniform Topco LP. Uniform InvestCo Holdings Sarl, a wholly-owned subsidiary of Uniform Topco LP, and InvestCo GP own 99.99% and 0.01%, respectively, of the outstanding partnership interests of InvestCo. Each Reporting Person disclaims beneficial ownership of any shares of the Issuer’s Common Stock owned of record by Holdings and/or one or more of its subsidiaries, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(a) See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by each Reporting Person is based on 134,348,402 shares of Common Stock outstanding as of February 1, 2021, based upon information provided in the Form 10-K filed by the Issuer with the SEC on February 9, 2021.


CUSIP No. 68268W103		Page 25

(b) By virtue of the provisions of the Letter Agreement that grant certain rights to certain limited partners of Holdings regarding the election of the Board and the acquisition and transfer of shares of Common Stock, as described in Item 6, the Reporting Persons may be deemed to be members of a “group” with, and may be deemed to have or share indirect voting power over any shares of Common Stock acquired directly by the limited partners affiliated with Apollo Management Holdings GP, LLC (such limited partners, the “Apollo Partner”). The Reporting Persons expressly disclaim the existence of a group with the Apollo Partner or any beneficial ownership of any shares held of record by the Apollo Partner and the number of shares reported in the cover pages as shared voting power does not include any of those shares of Common Stock. In the aggregate, any group formed thereby would beneficially own the shares of Common Stock owned by Holdings and/or one or more of its subsidiaries as well as the shares of Common Stock acquired directly by the Apollo Partner, if any. The beneficial ownership of the Apollo Partner has been reported separately on a Schedule 13D filed with the Securities and Exchange Commission on July 3, 2018, as amended.

(c) On February 16, 2021, V-OMH sold 1,901,638 shares of Common Stock in an underwritten offering at a price of $51.0125 per share, after underwriting discounts and commissions. In addition, OMH (ML), L.P. (“OMH” and, together with V-OMH, the “Sellers”) sold 7,298,362 and 1,901,638 shares of the Issuer’s Common Stock in the same underwritten offering. Except as described above in this 13D/A, there have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons.

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s Common Stock.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

On February 11, 2021, the Sellers entered into an agreement (the “Underwriting Agreement”) with the Issuer and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein. The Sellers have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from the Sellers an aggregate of 8,000,000 shares of the Issuer’s Common Stock. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ option to purchase additional shares. The Sellers granted the underwriters an option to purchase up to 1,200,000 additional shares at $53.00 per share, the public offering price listed on the cover of the prospectus supplement, less underwriting discounts and commissions and the per share amount. The underwriters may exercise this option at any time within 30 days from the date of the prospectus supplement. The Sellers and the Issuer agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities. On February 12, 2021, the underwriters exercised their option to purchase an additional 1,200,000 shares of Common Stock.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Underwriting Agreement, a copy of which is attached hereto as Exhibit D and is incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:


Exhibit		Description

Exhibit A		Share Purchase Agreement, dated as of January 3, 2018, by and among OneMain Holdings, Inc., OMH Holdings, L.P., and Springleaf Financial Holdings, LLC (attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-36129) filed with the Securities and Exchange Commission on January 4, 2018 and incorporated herein in its entirety by reference).


CUSIP No. 68268W103		Page 26


Exhibit B		Amended and Restated Stockholders Agreement, dated as of June 25, 2018, by and among OneMain Holdings, Inc. and OMH Holdings, L.P. (attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-36129) filed with the Securities and Exchange Commission on June 25, 2018 and incorporated herein in its entirety by reference).

Exhibit C		Letter Agreement, dated as of June 25, 2018, by and among Apollo Uniform GP, LLC, Uniform InvestCo LP, Uniform Co-Invest, L.P., Apollo VIII Uniform Investor, L.P. and Apollo Structured Credit Recovery Master Fund IV LP (attached as Exhibit C to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on July 3, 2018 and incorporated herein in its entirety by reference).

Exhibit D		Underwriting Agreement, dated as of February 11, 2021, by and among OMH (ML), L.P. and V-OMH (ML) II, L.P., OneMain Holdings, Inc., and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (attached as Exhibit 1.1 to the Issuer’s Current Report on Form 8-K (File No. 001-36129) filed with the Securities and Exchange Commission on February 16, 2021 and incorporated herein in its entirety by reference)


CUSIP No. 68268W103		Page 27

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: February 18, 2021


UNIFORM INVESTCO LP

By:		Uniform InvestCo GP LLC, its General Partner
By:		Värde Partners, Inc., its Manager



By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

UNIFORM INVESTCO GP LLC



By:		Värde Partners, Inc., its Manager


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., L.P., its General Partner
By:		Värde Investment Partners 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

VÄRDE INVESTMENT PARTNERS, L.P.


By:		Värde Investment Partners G.P., L.P., its General Partner
By:		Värde Investment Partners 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


VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.

By:		Värde Investment Partners G.P., L.P., its General Partner


CUSIP No. 68268W103		Page 28


By:		Värde Investment Partners 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


VÄRDE INVESTMENT PARTNERS G.P., L.P.

By:		Värde Investment Partners 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


VÄRDE INVESTMENT PARTNERS 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:		The Värde Skyway Fund G.P., L.P., its General Partner
By:		The Värde Skyway Fund 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 SKYWAY FUND G.P., L.P.

By:		The Värde Skyway Fund 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


CUSIP No. 68268W103		Page 29


THE VÄRDE SKYWAY FUND 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 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


VÄRDE CREDIT PARTNERS MASTER, L.P.

By:		Värde Credit Partners G.P., L.P., its General Partner
By:		Värde Credit Partners 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


CUSIP No. 68268W103		Page 30


VÄRDE CREDIT PARTNERS G.P., L.P.


By:		Värde Credit Partners 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


VÄRDE CREDIT PARTNERS 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

VÄRDE SFLT, L.P.


By:		The Värde Specialty Finance Fund G.P., L.P., its General Partner
By:		The Värde Specialty Finance Fund U.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 SPECIALTY FINANCE FUND G.P., L.P.


By:		The Värde Specialty Finance Fund U.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 SPECIALTY FINANCE FUND U.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


CUSIP No. 68268W103		Page 31


VÄRDE PARTNERS, INC.

By:		/s/ David A. Marple
Name:		David A. Marple
Title:		General Counsel

GEORGE G. HICKS

By:		/s/ George G. Hicks

ILFRYN CARSTAIRS

By:		/s/ Ilfryn Carstairs


CUSIP No. 68268W103		Page 32

APPENDIX A

The following sets forth information with respect to certain of the executive officers and managers of the General Partner. Except as noted below, the business address of each of the below individuals is 901 Marquette Ave S, Suite 3300, Minneapolis, MN 55402.


Name		Principal occupation or employment and address of any corporation or other organization in which such employment is conducted
George G. Hicks		Principal of Värde Partners, Inc.

Marcia L. Page		Principal of Värde Partners, Inc.

Bradley P. Bauer		Principal of Värde Partners, Inc., 2 St. James’s Market London SW1Y 4AH

Rick J. Noel		Principal of Värde Partners, Inc., 2 St. James’s Market London SW1Y 4AH

Andrew P. Lenk		Principal of Värde Partners, Inc.

Ilfryn C. Carstairs		Principal of Värde Partners, Inc., 6 Battery Road #15-05, Singapore 049909

David A. Marple		Principal of Värde Partners, Inc.

Giuseppe Naglieri		Principal of Värde Partners, Inc. 2 St. James’s Market London SW1Y 4AH

Timothy J. Mooney		Principal of Värde Partners, Inc., 2 St. James’s Market London SW1Y 4AH

Brian Schmidt		Principal of Värde Partners, Inc.

Jonathan Fox		Principal of Värde Partners, Inc., 510 Madison Avenue, 12th Floor, New York 10022

Hasseb Malik		Principal of Värde Partners, Inc., 6 Battery Road #15-05, Singapore 049909

Elena Lieskovska		Principal of Värde Partners, Inc., 2 St. James’s Market London SW1Y 4AH

Mark Schein		Global Chief Compliance Officer of Värde Partners, Inc., 510 Madison Avenue, 12th Floor, New York 10022

Brendan Albee		Principal of Värde Partners, Inc.

Scott Hartman		Principal of Värde Partners, Inc.

Francisco Milone		Principal of Värde Partners, Inc., 2 St. James’s Market London SW1Y 4AH


CUSIP No. 68268W103		Page 33

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:

Sole Voting Power

0

Shared Voting Power

9,453,930

Sole Dispositive Power

0

Shared Dispositive Power

9,453,930