Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing of
a Statement on Schedule 13D (including amendments thereto) with respect to the
Class A common stock of Xxxxxxx Homes, Inc., a Delaware corporation, and further
agrees that this Joint Filing Agreement be included as an exhibit to such
filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person
shall be responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate. This Joint Filing may be
executed in any number of counterparts, all of which together shall constitute
one and the same instrument.
APOLLO REAL ESTATE INVESTMENT FUND, L.P.
By: APOLLO REAL ESTATE
ADVISORS, L.P.
Its General Partner
By: APOLLO REAL ESTATE
MANAGEMENT, INC.
Its General Partner
By:/s/ Xxxxxxx X. Xxxxxx
------------------------------
Its Vice President
APOLLO REAL ESTATE
ADVISORS, L.P.
By: APOLLO REAL ESTATE
MANAGEMENT, INC.
Its General Partner
By:/s/ Xxxxxxx X. Xxxxxx
------------------------------
Its Vice President
BLACKACRE WPH, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
HIGHRIDGE PACIFIC HOUSING INVESTORS, L.P.
By: WPH ACQUISITIONS, INC..
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Its CFO and Vice President
WPH ACQUISITIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Its CFO and Vice President
WPH-XXXXXXX, LLC
By: ESR HOUSING, INC.
Its Administrative Manager Member
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Its Treasurer
SCHEDULE I
A) The following sets forth information with respect to the executive
officers and directors of AREM:
Messrs. Xxxx X. Xxxxx, Xxxx X. Xxxxxx and Xxxxxxx X. Xxxx are
executive officers and directors of AREM. The principal occupation of each of
Messrs. Black and Xxxxxx is to act as principals of Apollo Advisors, L.P. and
its successors (of which they are founding principals), the general partners
of the Apollo investment funds ("Apollo"), and together with Xxxxxxx Xxxx, of
AREA and its successors (of which Messrs. Black, Xxxxxx and Xxxx are founding
principals), the general partners of the Apollo real estate investment funds,
including XXXXX. Xx. Xxxx also serves as a consultant to Apollo and acts as
President and Managing Partner of the Xxxx Organization, an owner and
developer of, and investor in, office and industrial buildings and other
commercial properties. The principal business of Apollo Advisors, L.P. is to
provide advice regarding investments in securities. The business address of
each of Messrs. Black, Xxxxxx and Xxxx is c/o Apollo Real Estate Management,
Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Each of Messrs.
Black, Xxxxxx and Xxxx disclaims beneficial ownership of the common stock
beneficially owned by the Reporting Persons.
B) The following sets forth information with respect to the executive
officers and directors of WPH Acquisitions:
Name/Position(s)
----------------
Xxxx X. Xxxx,
President and Director
Xxxxxx X. Xxxxxxxxx,
Vice President, Chief Financial
Officer and Director
Xxxxxx X. Xxxxxxxxx,
Vice President
Xxxxx X. Manchester,
Vice President
C) The following sets forth information with respect to the executive
officers and directors of ESR Housing. The address of each
individual is 000 Xxxxxxxxxxx Xxxx., Xx Xxxxxxx, Xxxxxxxxxx 00000.
Principal
Name/Position(s) Occupation/Employment
---------------- ---------------------
Xxxxxx X. Xxxxxxxxx,
President and Director
Xxxxxx Xxxxxxxx,
Treasurer
Xxxxxx Xxxxxxxxx, Consultant
Director
Xxxxxx Xxxxxxxxx, Housewife
Director
D) The following sets forth information with respect to the executive
officers and directors of AP WP Corporation:
Principal Principal
Name/Position(s) Business Address Occupation/Employment
---------------- ---------------- ---------------------
Xxxxxxx Xxxx, 1301 Avenue of the Americas, See Part A of this Schedule I
President Xxx Xxxx, Xxx Xxxx 00000
Xxxx X. Xxxxxx, 1301 Avenue of the Americas, See Part A of this Schedule I
Vice President and Director Xxx Xxxx, Xxx Xxxx 00000
