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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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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. 4)*
The New Home Company Inc.
(Name of Issuer)
Common Stock,
(Title of Class of Securities)
645370107
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
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).
CUSIP No. 645370107 |
13G |
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1. |
Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Voting Power | ||||||
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8. |
Shared Dispositive Voting Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person | |||||
* 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 20,438,409 shares of Common Stock issued and outstanding as of October 29, 2018, as reported by Issuer in its most recent Form 10-Q filed October 31, 2018.
CUSIP No. 645370107 |
13G |
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1. |
Name of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Voting Power | ||||||
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8. |
Shared Dispositive Voting Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
* 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 20,438,409 shares of Common Stock issued and outstanding as of October 29, 2018, as reported by Issuer in its most recent Form 10-Q filed October 31, 2018.
CUSIP No. 645370107 |
13G |
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1. |
Name of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Voting Power | ||||||
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8. |
Shared Dispositive Voting Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
* 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 20,438,409 shares of Common Stock issued and outstanding as of October 29, 2018, as reported by Issuer in its most recent Form 10-Q filed October 31, 2018.
CUSIP No. 645370107 |
13G |
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1. |
Name of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Voting Power | ||||||
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8. |
Shared Dispositive Voting Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
* 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 20,438,409 shares of Common Stock issued and outstanding as of October 29, 2018, as reported by Issuer in its most recent Form 10-Q filed October 31, 2018.
CUSIP No. 645370107 |
13G |
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1. |
Name of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Voting Power | ||||||
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8. |
Shared Dispositive Voting Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
* 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 20,438,409 shares of Common Stock issued and outstanding as of October 29, 2018, as reported by Issuer in its most recent Form 10-Q filed October 31, 2018.
CUSIP No. 645370107 |
13G |
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1. |
Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Voting Power | ||||||
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8. |
Shared Dispositive Voting Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person | |||||
* 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 20,438,409 shares of Common Stock issued and outstanding as of October 29, 2018, as reported by Issuer in its most recent Form 10-Q filed October 31, 2018.
CUSIP No. 645370107 |
13G |
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1. |
Name of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Voting Power | ||||||
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8. |
Shared Dispositive Voting Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person | |||||
* 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 20,438,409 shares of Common Stock issued and outstanding as of October 29, 2018, as reported by Issuer in its most recent Form 10-Q filed October 31, 2018.
CUSIP No. 645370107 |
13G |
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1. |
Name of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Voting Power | ||||||
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8. |
Shared Dispositive Voting Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person | |||||
* 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 20,438,409 shares of Common Stock issued and outstanding as of October 29, 2018, as reported by Issuer in its most recent Form 10-Q filed October 31, 2018.
CUSIP No. 645370107 |
13G |
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1. |
Name of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Voting Power | ||||||
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8. |
Shared Dispositive Voting Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person | |||||
* 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 20,438,409 shares of Common Stock issued and outstanding as of October 29, 2018, as reported by Issuer in its most recent Form 10-Q filed October 31, 2018.
CUSIP No. 645370107 |
13G |
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Item 1(a). |
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Name of Issuer: | |
Item 1(b). |
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Address of Issuers Principal Executive Offices: | |
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Item 2(a). |
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Name of Person Filing: | |
Item 2(b). |
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Address of Principal Business Office, or if none, Residence: 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). |
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Citizenship: 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). |
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Title of Class of Securities: | |
Item 2(e). |
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CUSIP Number: | |
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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: | ||
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
CUSIP No. 645370107 |
13G |
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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. | |
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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 o. | |
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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. | |
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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. | |
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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. | |
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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.)
As noted in the original Schedule 13G and its subsequent amendments, the Reporting Persons previously may have been deemed to be members of a group within the meaning of Section 13(d)(3) of the Act, by virtue of the Investor Rights Agreement dated as of February 5, 2014 (the Investor Rights Agreement) among TCG LP, Watt/TNHC, LLC (Watt), IHP Capital Partners VI, LLC, H. Lawrence Webb, Wayne Stelmar, Joseph D. Davis, and Thomas Redwitz. On May 22, 2018, the Issuer, TCG LP, and the other parties to the Investor Rights Agreement entered into an amendment to the Investor Rights Agreement. As a result of such amendment, the Investor Rights Agreement was terminated effective May 22, 2018 as to each of TCG LP and Watt. As a result, among other things, as of May 22, 2018, TCG LP no longer is bound by the voting obligations set forth in the Investor Rights Agreement and, as of such date, the Reporting Persons no longer are filing as members of a group within the meaning of Section 13(d)(3) of the Act. All further filings with respect to transactions in the security reported on will be filed, if required, by the Reporting Persons in their individual capacities. |
CUSIP No. 645370107 |
13G |
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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, 2019
TCN/TNHC LP |
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By: |
TCN/TNHC GP LLC, its General Partner |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TCN/TNHC GP LLC |
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By: |
Tricon Housing Partners US II Equity Holdings LP, its sole Member |
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By: |
Tricon Housing Partners US II GP LLC, its General Partner |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON HOUSING PARTNERS US II EQUITY HOLDINGS LP |
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By: |
Tricon Housing Partners US II GP LLC, its General Partner |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON HOUSING PARTNERS US II GP LLC |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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CUSIP No. 645370107 |
13G |
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TRICON USA INC. |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON HOLDINGS USA LLC |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON US TOPCO LLC |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON HOLDINGS CANADA INC. |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON CAPITAL GROUP INC. |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Executive Vice President, General Counsel and Secretary |
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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, 2018.
TCN/TNHC LP |
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By: |
TCN/TNHC GP LLC, its General Partner |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TCN/TNHC GP LLC |
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By: |
Tricon Housing Partners US II Equity Holdings LP, its sole Member |
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By: |
Tricon Housing Partners US II GP LLC, its General Partner |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON HOUSING PARTNERS US II EQUITY HOLDINGS LP |
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By: |
Tricon Housing Partners US II GP LLC, its General Partner |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON HOUSING PARTNERS US II GP LLC |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON USA INC. |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON HOLDINGS USA LLC |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON US TOPCO LLC |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON HOLDINGS CANADA INC. |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Vice President, General Counsel and Secretary |
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TRICON CAPITAL GROUP INC. |
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By: |
/s/ David Veneziano |
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Name: David Veneziano |
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Title: Executive Vice President, General Counsel and Secretary |
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