F1MP CA Homes LLC was the record holder of 267,829 shares of Series B Junior Participating Convertible Preferred Stock ("Junior Convertible Preferred Stock"). On October 1, 2015, MP CA Homes LLC converted 267,829 shares of Junior Convertible Preferred Stock into 17,562,557 shares of Common Stock. MatlinPatterson Global Opportunities Partners III L.P. and MatlinPatterson Global Opportunities Partners (Cayman) III L.P. (together, "the Funds"), hold 100 percent of the membership interests in MP CA Homes LLC. MatlinPatterson Global Partners III LLC (the "General Partner") is the general partner of the Funds. MatlinPatterson Global Advisers LLC (the "Adviser") is the investment adviser to the Funds. MatlinPatterson PE Holdings LLC ("Matlin PE Holdings"), a Delaware limited liability company formerly known as MatlinPatterson Asset Management LLC, holds 100 percent of the voting interest and equity of the Adviser and the General Partner. (continued on footnote 2)
F2(continued from footnote 1) MatlinPatterson LLC holds 100 percent of the equity of Matlin PE Holdings. Other than MP CA Homes LLC, each of the foregoing reporting persons disclaims beneficial ownership of the shares held by MP CA Homes LLC, except to the extent that such reporting person holds an indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F3David J. Matlin is an employee of the Adviser and a holder of 100 percent of the membership interests in MatlinPatterson LLC. David J. Matlin may be deemed to have shared voting and investment control over the shares held by MP CA Homes LLC. He also has an indirect pecuniary interest in the Funds. His exact pecuniary interest therein is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return of the Funds overall with respect to their indirect investment in the Issuer. David J. Matlin disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.
F4Each share of Junior Convertible Preferred Stock is convertible into such number of shares of Common Stock of the Issuer equal to $1,000 divided by the applicable conversion price of the Junior Convertible Preferred Stock ($15.25 as of the date hereof, subject to anti-dilution adjustment); provided that upon such conversion the holder thereof cannot own more than 49% of the total voting power of the voting stock of the Issuer
F5The Junior Convertible Preferred Stock has no expiration date.