EX-99.1 2 ex99_1.htm Unassociated Document
Exhibit 99.1

This Statement on Form 4 is filed by the following reporting persons (the “Reporting Persons”): (i) Fortress Credit Opportunities Fund (A) LP (“FCOF (A)”), (ii) Fortress Credit Opportunities Fund II (A) LP (“FCOF II (A)”), (iii) Fortress Credit Opportunities Fund II (E) LP (“FCOF II (E)”), (iv) FCO MA II UB Securities LLC (“FCO MA II UB”), (v) FCO MA II LP (“FCO MA II”), (vi) FCO MA LSS LP (“FCO MA LSS”), (vii) Fortress Credit Opportunities Fund (B) LP (“FCOF (B)”), (viii) Fortress Credit Opportunities Fund (C) L.P. (“FCOF (C)”), (ix) Fortress Credit Opportunities Fund II (B) LP (“FCOF II (B)”), (x) Fortress Credit Opportunities Fund II (C) L.P. (“FCOF II (C)”), (xi) Fortress Credit Opportunities Fund II (D) L.P. (“FCOF II (D)”), (xii) FTS SIP L.P. (“FTS SIP”), (xii) FCO Fund GP LLC (“FCO Fund GP”), (xiv) FCO Fund II GP LLC (“FCO Fund II GP”), (xv) FCO MA GP LLC (“FCO MA GP”), (xvi) FCO MA II GP LLC (“FCO MA II GP”), (xvii) FCO MA LSS GP LLC (“FCO MA LSS GP”), (xviii) Fortress Credit Opportunities Advisors LLC (“FCO Advisors”), (xix) Fortress Credit Opportunities MA Advisors LLC (“FCO MA Advisors”), (xx) Fortress Credit Opportunities MA II Advisors LLC (“FCO MA II Advisors”), (xxi) FCO MA LSS Advisors LLC (“FCO MA LSS Advisors”), (xxii) FCOF UB Investments LLC (“FCOF UB”), (xxiii) FCOF II UB Investments LLC (“FCOF II UB”), (xxiv) FIF V WD LLC (“FIF V WD”), (xxv) Fortress Investment Fund V (Fund A) L.P. (“FIF V (A)”), (xxvi) Fortress Investment Fund V (Fund D) L.P. (“FIF V (D)”), (xxvii) Fortress Investment Fund V (Fund E) L.P. (“FIF V (E)”), (xxviii) Fortress Investment Fund V (Fund B) L.P. (“FIF V (B)”), (xxix) Fortress Investment Fund V (Fund C) L.P. (“FIF V (C)”), (xxx) Fortress Investment Fund V (Fund F) L.P. (“FIF V (F)”), (xxxi) Fortress Investment Fund V (Fund G) L.P. (“FIF V (G)”), (xxxii) Fortress Fund V GP L.P. (“FF V GP”), (xxxiii) Fortress Fund V GP (BCF) L.P. (“FF V GP (BCF)”), (xxxiv) FIG LLC, (xxxv) Hybrid GP Holdings LLC (“Hybrid GP Holdings”), (xxxvi) Fortress Fund V GP Holdings Ltd. (“FF V GP Holdings”), (xxxvii) Fortress Fund V GP (BCF) Holdings Ltd. (“FF V GP (BCF) Holdings”), (xxxviii) Principal Holdings I LP (“Principal Holdings I”), (xxxix) FIG Asset Co. LLC (“FIG Asset Co.”), (xl) Fortress Operating Entity I LP (“FOE I”), (xli) FIG Corp. and (xlii) Fortress Investment Group LLC.

Name of Designated Filer: Fortress Investment Group LLC

Date of Event Requiring Statement: November 25, 2014

Issuer Name and Ticker or Trading Symbol: Walker & Dunlop, Inc. [WD]

Each of FCOF (C), FCOF II (C), FCOF II (D), FIF V (A), FIF V (B), FIF V (C), FIF V (D), FIF V (E), FIF V (F), FIF V (G), FF V GP, FF V GP (BCF), FF V GP Holdings and FF V GP (BCF) Holdings is a Cayman Islands entity. FTS SIP is a Jersey entity. Each of the other Reporting Persons is a Delaware entity.

Each of the Reporting Persons is in the business of investing and/or investment management.

Each of FCOF (A), FCOF (B) and FCOF (C) has a principal business and principal office address of c/o FCO Fund GP, LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105. Each of FCOF II (A), FCOF II (B), FCOF II (C), FCOF II (D) and FCOF II (E) has a principal business and principal office address of c/o FCO Fund II GP, LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105. FTS SIP has a principal business and principal office address of c/o FCO MA GP LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105. FCO MA II has a principal business and principal office address of c/o FCO MA II GP LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105. FCO MA LSS has a principal business and principal office address of c/o FCO MA LSS GP LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.
 



Each of FIF V (A), FIF V (D), FIF V (E), FF V GP and FF V GP Holdings has a principal business and principal office address of c/o Fortress Operating Entity I LP, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105. Each of FIF V (B), FIF V (C), FIF V(F), FIF V (G), FFV GP (BCF) and FF V GP (BCF) Holdings has a principal business and principal office address of c/o Principal Holdings I LP, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.

Each of the other Reporting Persons has a principal business and principal office address of c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York, 10105.

On November 20, 2014, FIF V WD, FCOF UB, FCOF II UB, FTS SIP, FCO MA II UB and FCO MA LSS (collectively, the “Selling Shareholders”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and the Company pursuant to which the Selling Shareholders agreed to sell 2,000,000 shares of the Company’s Common Stock owned by the Selling Shareholders to the Underwriter at a price of $15.30 per share. Pursuant to the terms of the Underwriting Agreement, the Selling Shareholders granted the Underwriter a 30-day option to purchase up to an additional 300,000 shares of the Company’s Common Stock owned by the Selling Shareholders. The sale, including the exercise by the Underwriter of its overallotment option, was consummated on November 25, 2014. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 8 to the Amendment No. 4 to Schedule 13D filed on November 28, 2014, and incorporated by reference herein.

On September 4, 2013: (i) FIF V (A) transferred 2,412,362 shares of Common Stock to FIF V WD; (ii) FIF V (B) transferred 780,969 shares of Common Stock to FIF V WD; (iii) FIF V (C) transferred 835,793 shares of Common Stock to FIF V WD; (iv) FIF V (D) transferred 993,867 shares of Common Stock to FIF V WD; (v) FIF V (E) transferred 44,424 shares of Common Stock to FIF V WD; (vi) FIF V (F) transferred 81,096 shares of Common Stock to FIF V WD; and (vii) FIF V (G) transferred 124,756 shares of Common Stock to FIF V WD.

On November 25, 2014, the following sales of Common Stock were effected:

Reporting Person:
 
       
Shares
Sold:
 
             
FIF V WD
            1,150,000  
                 
FCOF UB
            460,000  
                 
FCOF II UB
            306,667  
                 
FTS SIP
            191,667  
                 
FCO MA II UB
            153,333  
                 
FCO MA LSS
            38,333  
                 
   
Total
      2,300,000  
 

2


As a result of the sales, the Reporting Persons set forth below directly own shares of Common Stock set forth below:

Reporting Person:
 
       
Shares
Held:
 
             
FIF V WD
            4,123,267  
                 
FCOF UB
            1,649,307  
                 
FCOF II UB
            1,099,537  
                 
FTS SIP
            687,211  
                 
FCO MA II UB
            549,769  
                 
FCO MA LSS
            137,443  
                 
   
Total
      8,246,534  

Other than the foregoing, none of the Reporting Persons directly owns any shares of the Common Stock. As a result of the foregoing transfers, Fortress Investment Group LLC, through its subsidiaries, may be deemed to beneficially own 8,246,534 shares of Common Stock (the “Shares”). Each of the Reporting Persons disclaims beneficial ownership of such Shares except to the extent of its pecuniary interest therein.

FIF V (A), FIF V (B), FIF V (C), FIF V (D), FIF V (E), FIF V (F), and FIF V (G) may be deemed to beneficially own the Shares, as the holder of all the membership interests of FIF V WD, and have the ability to direct the management and affairs of FIF V WD. FF V GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FIF V (A), FIF V (D) and FIF V (E). FF V GP (BCF) may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FIF V (B), FIF V (C), FIF V (F) and FIF V (G).

FCOF (A), FCOF (B), FCOF (C) may be deemed to own the Shares, as the holders of the membership interests of FCOF UB, and have the ability to direct the management and affairs of FCOF UB as members. FCO Fund GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FCOF (A), FCOF (B) and FCOF (C).

FCOF II (A), FCOF II (B), FCOF II (C), FCOF II (D) and FCOF II (E) may be deemed to own the Shares, as the holders of the membership interests of FCOF II UB, and have the ability to direct the management and affairs of FCOF II UB as members. FCO Fund II GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FCOF II (A), FCOF II (B), FCOF II (C), FCOF II (C), FCOF II (D) and FCOF II (E).

FCO MA GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FTS SIP.
 

3


FCO MA II may be deemed to beneficially own the Shares, by virtue of being the sole member of, and has the ability to direct the management and affairs of, FCO MA II UB. FCO MA II GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FCO MA II.

FCO MA LSS GP may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FCO MA LSS.

FCO Advisors may be deemed to beneficially own the Shares, by virtue of its capacity as investment advisor of FCOF (A), FCOF (B), FCOF (C), FCOF II (A), FCOF II (B), FCOF II (C), FCOF II (D) and FCOF II (E), pursuant to management agreements. FCO MA Advisors may be deemed to beneficially own the Shares, by virtue of its capacity as investment advisor of FTS SIP, pursuant to a management agreement. FCO MA II Advisors may be deemed to beneficially own the Shares, by virtue of its capacity as investment advisor of FCO MA II, pursuant to a management agreement. FCO MA LSS Advisors LLC may be deemed to beneficially own the Shares, by virtue of its capacity as investment advisor of FCO MA LSS, pursuant to a management agreement.

Hybrid GP Holdings may be deemed to beneficially own the Shares, as the holder of all the membership interests, and has the ability to direct the management and affairs of as the sole member of, FCO Fund GP, FCO Fund II GP, FCO MA GP, FCO MA II GP and FCO MA LSS GP.

FF V GP Holdings may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FF V GP. FF V GP (BCF) Holdings may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FF V GP (BCF).

Principal Holdings I may be deemed to beneficially own the Shares, as the holder of all the membership interests of, and has the ability to direct the management and affairs as member of, FF V GP (BCF) Holdings. FIG Asset Co. may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, Principal Holdings I.

FIG LLC may be deemed to beneficially own the Shares, by virtue of its capacity as investment advisor of FIF V (A), FIF V (B), FIF V (C), FIF V (D), FIF V (E), FIF V (F) and FIF V (G), pursuant to management agreements, and in its capacity as owner of FCO Advisors, FCO MA Advisors, FCO MA II Advisors and FCO MA LSS Advisors.

FOE I may be deemed to beneficially own the Shares, by virtue of being the managing member of, and has the ability to direct the management and affairs of, Hybrid GP Holdings and owns all the membership interests of, and has the ability to direct the management and affairs as the sole member of, FIG LLC and FF V GP Holdings. FIG Corp. may be deemed to beneficially own the Shares, by virtue of being the general partner of, and has the ability to direct the management and affairs of, FOE I. Fortress Investment Group LLC may be deemed to beneficially own the Shares, as owner of, and has the ability to direct the management and affairs of the owner of, all the shares of FIG Corp. and all membership interests of FIG Asset Co. LLC.

Dated: November 28, 2014
 

4

 
 
Fortress Credit Opportunities Fund (A) LP
     
   
By: FCO Fund GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
     
 
Fortress Credit Opportunities Fund II (A) LP
     
   
By: FCO Fund II GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
     
 
Fortress Credit Opportunities Fund II (E) LP
     
   
By: FCO Fund II GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
     
 
FCO MA II UB Securities LLC
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
     
 
FCO MA II LP
     
   
By: FCO MA II GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
 

5

 
 
FCO MA LSS LP
     
   
By: FCO MA LSS GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
     
 
Fortress Credit Opportunities Fund (B) LP
     
   
By: FCO Fund GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
     
 
Fortress Credit Opportunities Fund (C) L.P.
     
   
By: FCO Fund GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
     
 
Fortress Credit Opportunities Fund II (B) LP
     
   
By: FCO Fund II GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
     
 
Fortress Credit Opportunities Fund II (C) L.P.
     
   
By: FCO Fund II GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
 

6

 
 
Fortress Credit Opportunities Fund II (D) L.P.
     
   
By: FCO Fund II GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
     
 
FTS SIP L.P.
     
   
By: FCO MA GP LLC, its general partner
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Authorized Signatory
     
 
FCO Fund GP LLC
     
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
     
 
FCO Fund II GP LLC
     
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
     
 
FCO MA GP LLC
     
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
     
 
FCO MA II GP LLC
     
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
 

7

 
 
FCO MA LSS GP LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
   
 
Fortress Credit Opportunities Advisors LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
   
 
Fortress Credit Opportunities MA Advisors LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
   
 
Fortress Credit Opportunities MA II Advisors LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
   
 
FCO MA LSS Advisors LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
   
 
FCOF UB Investments LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
   
 
FCOF II UB Investments LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
 

8

 
 
FIF V WD LLC
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Secretary
     
 
Fortress Investment Fund V (Fund A) L.P.
     
 
By its General Partner Fortress Fund V GP L.P.
     
   
By its General Partner Fortress Fund V GP Holdings Ltd.
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Secretary
     
 
Fortress Investment Fund V (Fund D) L.P.
     
 
By its General Partner Fortress Fund V GP L.P.
     
   
By its General Partner Fortress Fund V GP Holdings Ltd.
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Secretary
     
 
Fortress Investment Fund V (Fund E) L.P.
     
 
By its General Partner Fortress Fund V GP L.P.
     
   
By its General Partner Fortress Fund V GP Holdings Ltd.
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Secretary
 

9

 
 
Fortress Investment Fund V (Fund B) L.P.
     
 
By its General Partner Fortress Fund V GP (BCF) L.P.
     
   
By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Secretary
     
 
Fortress Investment Fund V (Fund C) L.P.
     
 
By its General Partner Fortress Fund V GP (BCF) L.P.
     
   
By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Secretary
     
 
Fortress Investment Fund V (Fund F) L.P.
     
 
By its General Partner Fortress Fund V GP (BCF) L.P.
     
   
By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Secretary
     
 
Fortress Investment Fund V (Fund G) L.P.
     
 
By its General Partner Fortress Fund V GP (BCF) L.P.
     
   
By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.
     
   
By: /s/ David Brooks
   
Name: David N. Brooks
   
Title: Secretary
 

10

 
 
Fortress Fund V GP L.P.
   
 
By its General Partner Fortress Fund V GP Holdings Ltd.
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Secretary
   
 
Fortress Fund V GP (BCF) L.P.
   
 
By its General Partner Fortress Fund V GP (BCF) Holdings Ltd.
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Secretary
   
 
FIG LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Secretary
   
 
Hybrid GP Holdings LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Authorized Signatory
   
 
Fortress Fund V GP Holdings Ltd.
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Secretary
   
 
Fortress Fund V GP (BCF) Holdings Ltd
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Secretary
 

11

 
 
Principal Holdings I LP
   
 
By its General Partner FIG Asset Co. LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Secretary
   
 
FIG Asset Co. LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Secretary
   
 
Fortress Operating Entity I LP
   
 
By its General Partner FIG Corp.
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Secretary
   
 
FIG Corp.
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: Secretary
   
 
Fortress Investment Group LLC
   
 
By: /s/ David Brooks
 
Name: David N. Brooks
 
Title: General Counsel & Secretary
 
 
12