Sec Form 13G Filing - TCN filing for New Home Co Inc. (NWHM) - 2020-02-14

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

(Amendment No. 5 – Exit Filing)*

 

The New Home Company Inc.

(Name of Issuer)   Common Stock,

(Title of Class of Securities)   645370107

(CUSIP Number)   December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

1.	NAME OF REPORTING PERSONS   TCN/TNHC LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   817,400*
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE VOTING POWER   817,400*
	8.	SHARED DISPOSITIVE VOTING POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   817,400
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.07%**
12.	TYPE OF REPORTING PERSON   PN

* Consists of shares of common stock, par value $0.01 per share (the “Common Stock”) of The New Home Company Inc., a Delaware corporation (the “Issuer”) held directly by TCN/TNHC LP, a Delaware limited partnership (“TCG LP”).

 

** Based on 20,096,969 shares of Common Stock issued and outstanding as of October 29, 2019, as reported by Issuer in its most recent Form 10-Q filed October 31, 2019.

 

1.	NAME OF REPORTING PERSONS   TCN/TNHC GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   817,400*
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE VOTING POWER   817,400*
	8.	SHARED DISPOSITIVE VOTING POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   817,400
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.07%***
12.	TYPE OF REPORTING PERSON   OO

* Consists of shares of Common Stock of the Issuer held directly by TCG LP, whose general partner is TCN/TNHC GP LLC, a Delaware limited liability company (“TCG GP”).

 

** Based on 20,096,969 shares of Common Stock issued and outstanding as of October 29, 2019, as reported by Issuer in its most recent Form 10-Q filed October 31, 2019.

 

1.	NAME OF REPORTING PERSONS   TRICON HOUSING PARTNERS US II EQUITY HOLDINGS LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   817,400*
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE VOTING POWER   817,400*
	8.	SHARED DISPOSITIVE VOTING POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   817,400
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.07%**
12.	TYPE OF REPORTING PERSON   PN

* Consists of shares of Common Stock of the Issuer held directly by TCG LP, whose general partner is TCG GP, whose sole member is Tricon Housing Partners US II Equity Holdings LP, a Delaware limited partnership (“Tricon II”).

 

** Based on 20,096,969 shares of Common Stock issued and outstanding as of October 29, 2019, as reported by Issuer in its most recent Form 10-Q filed October 31, 2019.

 

1.	NAME OF REPORTING PERSONS   TRICON HOUSING PARTNERS US II GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   817,400*
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE VOTING POWER   817,400*
	8.	SHARED DISPOSITIVE VOTING POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   817,400
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.07%**
12.	TYPE OF REPORTING PERSON   OO

* Consists of shares of Common Stock of the Issuer held directly by TCG LP, whose general partner is TCG GP, whose sole member is Tricon II, whose general partner is Tricon Housing Partners US II GP LLC, a Delaware limited liability company (Tricon II GP”).

 

** Based on 20,096,969 shares of Common Stock issued and outstanding as of October 29, 2019, as reported by Issuer in its most recent Form 10-Q filed October 31, 2019.

 

1.	NAME OF REPORTING PERSONS   TRICON USA INC.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   817,400*
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE VOTING POWER   817,400*
	8.	SHARED DISPOSITIVE VOTING POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   817,400
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.07%**
12.	TYPE OF REPORTING PERSON   CO

* Consists of shares of Common Stock of the Issuer held directly by TCG LP, whose general partner is TCG GP, whose sole member is Tricon II, whose general partner is Tricon II GP, whose sole member is Tricon USA Inc., a Delaware corporation (“Tricon USA”).

 

** Based on 20,096,969 shares of Common Stock issued and outstanding as of October 29, 2019, as reported by Issuer in its most recent Form 10-Q filed October 31, 2019.

 

1.	NAME OF REPORTING PERSONS   TRICON HOLDINGS USA LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   817,400*
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE VOTING POWER   817,400*
	8.	SHARED DISPOSITIVE VOTING POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   817,400
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.07%**
12.	TYPE OF REPORTING PERSON   OO

* Consists of shares of Common Stock of the Issuer held directly by TCG LP, whose general partner is TCG GP, whose sole member is Tricon II, whose general partner is Tricon II GP, whose sole member is Tricon USA, whose sole shareholder is Tricon Holdings USA LLC, a Delaware limited liability company (“Tricon Holdings”).

 

** Based on 20,096,969 shares of Common Stock issued and outstanding as of October 29, 2019, as reported by Issuer in its most recent Form 10-Q filed October 31, 2019.

 

1.	NAME OF REPORTING PERSONS   TRICON US TOPCO LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   817,400*
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE VOTING POWER   817,400*
	8.	SHARED DISPOSITIVE VOTING POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   817,400
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.07%**
12.	TYPE OF REPORTING PERSON   OO

* Consists of shares of Common Stock of the Issuer held directly by TCG LP, whose general partner is TCG GP, whose sole member is Tricon II, whose general partner is Tricon II GP, whose sole member is Tricon USA, whose sole shareholder is Tricon Holdings, whose sole member is Tricon US Topco LLC, a Delaware limited liability company (“Tricon US Topco”).

 

** Based on 20,096,969 shares of Common Stock issued and outstanding as of October 29, 2019, as reported by Issuer in its most recent Form 10-Q filed October 31, 2019.

 

1.	NAME OF REPORTING PERSONS   TRICON HOLDINGS CANADA INC.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   817,400*
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE VOTING POWER   817,400*
	8.	SHARED DISPOSITIVE VOTING POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   817,400
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.07%**
12.	TYPE OF REPORTING PERSON   CO

* Consists of shares of Common Stock of the Issuer held directly by TCG LP, whose general partner is TCG GP, whose sole member is Tricon II, whose general partner is Tricon II GP, whose sole member is Tricon USA, whose sole shareholder is Tricon Holdings, whose sole member is Tricon US Topco, whose sole member is Tricon Holdings Canada Inc., an Ontario corporation (“Tricon Canada”).

 

** Based on 20,096,969 shares of Common Stock issued and outstanding as of October 29, 2019, as reported by Issuer in its most recent Form 10-Q filed October 31, 2019.

 

1.	NAME OF REPORTING PERSONS   TRICON CAPITAL GROUP INC.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   817,400*
	6.	SHARED VOTING POWER   0
	7.	SOLE DISPOSITIVE VOTING POWER   817,400*
	8.	SHARED DISPOSITIVE VOTING POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   817,400
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.07%**
12.	TYPE OF REPORTING PERSON   CO

* Consists of shares of Common Stock of the Issuer held directly by TCG LP, whose general partner is TCG GP, whose sole member is Tricon II, whose general partner is Tricon II GP, whose sole member is Tricon USA, whose sole shareholder is Tricon Holdings, whose sole member is Tricon US Topco, whose sole member is Tricon Canada, whose sole shareholder is Tricon Capital Group Inc., an Ontario corporation (“Tricon”).

 

** Based on 20,096,969 shares of Common Stock issued and outstanding as of October 29, 2019, as reported by Issuer in its most recent Form 10-Q filed October 31, 2019.

 

Item 1(a).		Name of Issuer:
		The New Home Company Inc.
Item 1(b).		Address of Issuer’s Principal Executive Offices:
		85 Enterprise, Suite 450, Aliso Viejo, California 92656
Item 2(a).		Name of Person Filing:
		This Schedule 13G is being filed by each of the following persons (each a “Reporting Person and collectively, the “Reporting Persons): (i) TCN/TNHC LP, (ii) TCN/TNHC GP LLC, (iii) Tricon Housing Partners US II Equity Holdings LP, (iv) Tricon Housing Partners US II GP LLC, (v) Tricon USA Inc., (vi) Tricon Holdings USA LLC, (vii) Tricon US Topco LLC, (viii) Tricon Holdings Canada Inc., and (ix) Tricon Capital Group Inc.
Item 2(b).		Address of Principal Business Office, or if None, Residence:
		TCN/TNHC LP c/o Tricon Capital Group Inc. 7 St. Thomas Street, Suite 801 Toronto, Ontario, M5S 2B7, Canada   TCN/TNHC GP LLC c/o Tricon Capital Group Inc. 7 St. Thomas Street, Suite 801 Toronto, Ontario, M5S 2B7, Canada   Tricon Housing Partners US II Equity Holdings LP c/o Tricon Capital Group Inc. 7 St. Thomas Street, Suite 801 Toronto, Ontario, M5S 2B7, Canada   Tricon Housing Partners US II GP LLC c/o Tricon Capital Group Inc. 7 St. Thomas Street, Suite 801 Toronto, Ontario, M5S 2B7, Canada   Tricon USA Inc. c/o Tricon Capital Group Inc. 7 St. Thomas Street, Suite 801 Toronto, Ontario, M5S 2B7, Canada   Tricon Holdings USA LLC c/o Tricon Capital Group Inc. 7 St. Thomas Street, Suite 801 Toronto, Ontario, M5S 2B7, Canada   Tricon US Topco LLC c/o Tricon Capital Group Inc. 7 St. Thomas Street, Suite 801 Toronto, Ontario, M5S 2B7, Canada   Tricon Holdings Canada Inc. c/o Tricon Capital Group Inc. 7 St. Thomas Street, Suite 801 Toronto, Ontario, M5S 2B7, Canada   Tricon Capital Group Inc. 7 St. Thomas Street, Suite 801 Toronto, Ontario, M5S 2B7, Canada

 

 

Item 2(c).		Citizenship:
		TCN/TNHC LP is organized under the laws of the State of Delaware. TCN/TNHC GP LLC is organized under the laws of the State of Delaware. Tricon Housing Partners US II Equity Holdings LP is organized under the laws of the State of Delaware. Tricon Housing Partners US II GP LLC is organized under the laws of the State of Delaware. Tricon USA Inc. is organized under the laws of the State of Delaware. Tricon Holdings USA LLC is organized under the laws of the State of Delaware. Tricon US Topco LLC is organized under the laws of the State of Delaware. Tricon Holdings Canada Inc. is organized under the laws of the Province of Ontario. Tricon Capital Group Inc. is organized under the laws of the Province of Ontario.
Item 2(d).		Title of Class of Securities:
		Common Stock, par value $0.01 per share (“Common Stock”)
Item 2(e).		CUSIP Number:
		645370107

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)		o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)		o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)		o	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)		o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)		o	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)		o	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)		o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)		o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)		o	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)		o	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Reference is made to Items 5-9 and 11 and the footnotes thereto on pages 2-10 of this Schedule 13G, which are incorporated by reference herein.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following ý.

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

 

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

If a parent holding company or control person has filed this schedule, pursuant to § 240.13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

 

Not Applicable.

  

Item 8.

Identification and Classification of Members of the Group.

 

If a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. (See Item 5.)

 

Not Applicable.

 

Item 10.

Certifications.

 

Not Applicable.

 

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.

 

February 14, 2020

 

TCN/TNHC LP
By:	TCN/TNHC GP LLC, its General Partner
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TCN/TNHC GP LLC
By:	Tricon Housing Partners US II Equity Holdings LP, its sole Member
By:	Tricon Housing Partners US II GP LLC, its General Partner
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON HOUSING PARTNERS US II EQUITY HOLDINGS LP
By:	Tricon Housing Partners US II GP LLC, its General Partner
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON HOUSING PARTNERS US II GP LLC
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary

 

TRICON USA INC.
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON HOLDINGS USA LLC
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON US TOPCO LLC
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON HOLDINGS CANADA INC.
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON CAPITAL GROUP INC.
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary

 

Exhibit List

 

Exhibit A.

Joint Filing Agreement.

 

Exhibit A

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of The New Home Company Inc., a Delaware corporation, and that this Joint Filing Agreement may be included as an exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 14, 2020.

 

TCN/TNHC LP
By:	TCN/TNHC GP LLC, its General Partner
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TCN/TNHC GP LLC
By:	Tricon Housing Partners US II Equity Holdings LP, its sole Member
By:	Tricon Housing Partners US II GP LLC, its General Partner
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON HOUSING PARTNERS US II EQUITY HOLDINGS LP
By:	Tricon Housing Partners US II GP LLC, its General Partner
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary

 

TRICON HOUSING PARTNERS US II GP LLC
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON USA INC.
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON HOLDINGS USA LLC
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON US TOPCO LLC
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON HOLDINGS CANADA INC.
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary
TRICON CAPITAL GROUP INC.
By:
	Name:  David Veneziano
	Title:  Vice President, General Counsel and Secretary