Värde Partners, Inc. and the other reporting persons listed therein. As set forth in the Värde Schedule 13D, each of Värde Partners, Inc., Värde Partners, L.P., Uniform Investco GP LLC, Uniform Investco LP, Ilfryn C. Carstairs, and George G. Hicks beneficially owns and has shared voting and dispositive power over 9,453,930 shares of Company common stock; each of The Värde Specialty Finance Fund G.P., L.P., The Värde Specialty Finance Fund U.G.P., LLC, and Värde SFLT, L.P., beneficially owns and has shared voting and dispositive power over 2,363,483 shares of Company common stock; each of Värde Credit Partners UGP, LLC, , Värde Credit Partners G.P., L.P., and Värde Credit Partners Master, L.P. beneficially owns and has shared voting and dispositive power over 1,257,373 shares of Company common stock; each of The Värde Fund XII UGP, LLC, The Värde Fund XII G.P., L.P., and The Värde Fund XII (Master), L.P. beneficially owns and has shared voting and dispositive power over 1,635,530 shares of Company common stock; each of The Värde Skyway Fund UGP, LLC, The Värde Skyway Fund G.P., L.P., and The Värde Skyway Master Fund, L.P. beneficially owns and has shared voting and dispositive power over 1,068,294 shares of Company common stock; each of Värde Investment Partners UGP, LLC and Värde Investment Partners G.P., LLC , beneficially owns and has shared voting and dispositive power over 3,129,251 shares of Company common stock; Värde Investment Partners (Offshore) Master, L.P. beneficially owns and has shared voting and dispositive power over 1,096,656 shares of Company common stock; Värde Investment Partners, L.P. beneficially owns and has shared voting and dispositive power over 1,588,260 shares of Company common stock; and The Värde Fund VI-A, L.P. beneficially owns and has shared voting and dispositive power over 444,335 shares of Company common stock. Various relationships among such persons are described in the Värde Schedule 13D. As set forth in the Värde Schedule 13D, the principal address of each of the foregoing persons other than Mr. Carstairs is c/o Värde Partners, Inc., 901 Marquette Avenue South, Suite 3300, Minneapolis, MN 55402; the principal address of Mr. Carstairs is Värde Partners Asia Pte. Ltd., 6 Battery Road #21-01, Singapore 049909.
Material Relationships with Selling Stockholders
On June 25, 2018, an investor group led by funds managed by affiliates of the Apollo-Värde Group completed the Apollo-Värde Transaction for an aggregate purchase price of approximately $1.4 billion in cash. On February 16, 2021, the Apollo-Värde Group completed the sale of 9,200,000 shares of OMH common stock at $53.00 per share in an underwritten public offering. The Apollo-Värde Group is OMH’s largest stockholder and has significant influence over all matters requiring a stockholder vote. As of March 31, 2021, the Apollo-Värde Group owned approximately 34.0% of the outstanding shares of OMH common stock.
Each selling stockholder is party to the amended and restated stockholders agreement with us, dated June 25, 2018 (the “Stockholders Agreement”), which sets forth certain significant provisions that will survive the consummation of this offering relating to, among other things, the designation of directors for nomination and election to the OMH board of directors (the “Board”), demand and piggyback registration rights, indemnification and expense reimbursement, Board observer rights, and matters reserved for approval of the disinterested independent directors. In accordance with the Stockholders Agreement, the Apollo-Värde Group has designated Messrs. Mamik, Michelini, Sinensky and Smith and Mses. Hall and Soranno Keating to the Board (each, a “designated director”).
After giving effect to this offering, the Apollo-Värde Group will beneficially own less than 33% of the voting power of OMH common stock. Accordingly, following the consummation of this offering, the Apollo-Värde Group’s ability to designate directors pursuant to the Stockholders Agreement will be reduced from a majority of the Board, plus one director, to a majority of the Board, minus one director, for so long as the Apollo-Värde Group, in the aggregate, beneficially owns at least 20% of the voting power of OMH common stock. The Apollo-Värde Group will be required to take reasonable actions to cause a sufficient number of designated directors to resign from the Board at or prior to the end of such designated directors’ respective terms such that the number of directors designated by the Apollo-Värde Group after such resignations equals a majority of the Board, minus one director. However, a designated director is not required to resign from the Board at or prior to the end of such designated director’s term if the Nominating and Corporate Governance Committee of the Board recommends the nomination of such director for election at the next annual meeting of OMH stockholders coinciding with the end of such designated director’s term.
The Stockholders Agreement and other transactions with affiliates of the Apollo-Värde Group are described more fully in the section titled “Description of Capital Stock—Amended and Restated Stockholders Agreement” of the accompanying prospectus and the section titled “Certain Relationships and Related Party Transactions” of OMH’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 13, 2021, which is incorporated by reference herein. See “Incorporation by Reference” and “Where You Can Find More Information.”