Major Shareholding Notification • Jun 30, 2016
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*SECURITIES AND EXCHANGE COMMISSION*
*Washington, D.C. 20549*
*SCHEDULE 13D/A*
*Under the Securities Exchange Act of 1934 (Amendment No. 2)**
*Genco Shipping & Trading Limited*
(Name of Issuer)
*Common Stock, par value $0.01*
(Title of Class of Securities)
*Y2685T115*
(CUSIP Number)
*John F. Hartigan, Esq.*
*Morgan, Lewis & Bockius LLP*
*300 S. Grand Avenue, 22nd Floor*
*Los Angeles, CA 90071*
*(213) 612-2500*
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
*June 29, 2016*
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The information required on 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 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).
SEQ.=1,FOLIO='',FILE='C:\JMS\107536\16-14334-1\task8008800\14334-1-ba.htm',USER='107536',CD='Jul 1 00:50 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Centre Street Partnership, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 744,533 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 744,533 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 744,533 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 1.0% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
2
SEQ.=1,FOLIO='2',FILE='C:\JMS\107536\16-14334-1\task8008800\14334-1-ba.htm',USER='107536',CD='Jul 1 00:50 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Centre Street Management, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 744,533 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 744,533 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 744,533 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 1.0% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
3
SEQ.=1,FOLIO='3',FILE='C:\JMS\107536\16-14334-1\task8008800\14334-1-ba.htm',USER='107536',CD='Jul 1 00:50 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Franklin Partnership, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 185,752 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 185,752 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 185,752 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
4
SEQ.=1,FOLIO='4',FILE='C:\JMS\107536\16-14334-1\task8008800\14334-1-ba.htm',USER='107536',CD='Jul 1 00:50 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Franklin Management, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 185,752 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 185,752 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 185,752 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
5
SEQ.=1,FOLIO='5',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bc.htm',USER='107536',CD='Jun 30 22:39 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Credit Opportunity Trading Fund III LP — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 4,279,866 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 4,279,866 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,279,866 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 5.9% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
6
SEQ.=1,FOLIO='6',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bc.htm',USER='107536',CD='Jun 30 22:39 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Credit Opportunity Fund III LP — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 4,279,866 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 4,279,866 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,279,866 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 5.9% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
7
SEQ.=1,FOLIO='7',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bc.htm',USER='107536',CD='Jun 30 22:39 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Credit Opportunity Fund (Offshore) III LP — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 4,279,866 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 4,279,866 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,279,866 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 5.9% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
8
SEQ.=1,FOLIO='8',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bc.htm',USER='107536',CD='Jun 30 22:39 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Credit Opportunity Management III LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 4,279,866 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 4,279,866 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,279,866 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 5.9% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
9
SEQ.=1,FOLIO='9',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bc.htm',USER='107536',CD='Jun 30 22:39 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person AEC (Lux) S.á.r.l. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Luxembourg | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 555,455 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 555,455 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 555,455 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 0.8% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
10
SEQ.=1,FOLIO='10',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-be.htm',USER='107536',CD='Jun 30 22:40 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo European Credit Management, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 555,455 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 555,455 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 555,455 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 0.8% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
11
SEQ.=1,FOLIO='11',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-be.htm',USER='107536',CD='Jun 30 22:40 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo European Credit Management, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 555,455 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 555,455 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 555,455 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 0.8% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
12
SEQ.=1,FOLIO='12',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-be.htm',USER='107536',CD='Jun 30 22:40 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person AES (Lux) S.á.r.l. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Luxembourg | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 953,633 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 953,633 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 953,633 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
13
SEQ.=1,FOLIO='13',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-be.htm',USER='107536',CD='Jun 30 22:40 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo European Strategic Management, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 953,633 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 953,633 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 953,633 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
14
SEQ.=1,FOLIO='14',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-be.htm',USER='107536',CD='Jun 30 22:40 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo European Strategic Management, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 953,633 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 953,633 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 953,633 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
15
SEQ.=1,FOLIO='15',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bg.htm',USER='107536',CD='Jun 30 22:42 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person ANS U.S. Holdings Ltd. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 384,252 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 384,252 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 384,252 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 0.5% | |
| 14 | Type of Reporting Person CO | |
| CUSIP No. Y2685T115 | 13D/A |
16
SEQ.=1,FOLIO='16',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bg.htm',USER='107536',CD='Jun 30 22:42 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SK Strategic Investments, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 384,252 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 384,252 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 384,252 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 0.5% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
17
SEQ.=1,FOLIO='17',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bg.htm',USER='107536',CD='Jun 30 22:42 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SK Strategic Management, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 384,252 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 384,252 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 384,252 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 0.5% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
18
SEQ.=1,FOLIO='18',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bg.htm',USER='107536',CD='Jun 30 22:42 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Special Opportunities Managed Account, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 2,352,833 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,352,833 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,352,833 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 3.2% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
19
SEQ.=1,FOLIO='19',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bg.htm',USER='107536',CD='Jun 30 22:42 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SOMA Advisors, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 2,352,833 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,352,833 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,352,833 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 3.2% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
20
SEQ.=1,FOLIO='20',FILE='C:\JMS\107536\16-14334-1\task8008590\14334-1-bg.htm',USER='107536',CD='Jun 30 22:42 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SOMA Capital Management, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 2,352,833 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,352,833 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,352,833 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 3.2% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
21
SEQ.=1,FOLIO='21',FILE='C:\JMS\109501\16-14334-1\task8008475\14334-1-bi.htm',USER='109501',CD='Jun 30 21:55 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Principal Holdings II, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 2,352,833 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,352,833 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,352,833 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 3.2% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
22
SEQ.=1,FOLIO='22',FILE='C:\JMS\109501\16-14334-1\task8008475\14334-1-bi.htm',USER='109501',CD='Jun 30 21:55 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Principal Holdings II GP, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 2,352,833 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,352,833 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,352,833 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 3.2% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
23
SEQ.=1,FOLIO='23',FILE='C:\JMS\109501\16-14334-1\task8008475\14334-1-bi.htm',USER='109501',CD='Jun 30 21:55 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SVF Management, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 2,352,833 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,352,833 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,352,833 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 3.2% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
24
SEQ.=1,FOLIO='24',FILE='C:\JMS\109501\16-14334-1\task8008475\14334-1-bi.htm',USER='109501',CD='Jun 30 21:55 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SVF Management GP, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 2,352,833 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,352,833 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,352,833 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 3.2% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
25
SEQ.=1,FOLIO='25',FILE='C:\JMS\109501\16-14334-1\task8008475\14334-1-bi.htm',USER='109501',CD='Jun 30 21:55 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Zeus Strategic Investments, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 784,269 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 784,269 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 784,269 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 1.1% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
26
SEQ.=1,FOLIO='26',FILE='C:\JMS\108687\16-14334-1\task8008488\14334-1-bk.htm',USER='108687',CD='Jun 30 22:03 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Zeus Strategic Management, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 784,269 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 784,269 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 784,269 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x | |
| 13 | Percent of Class Represented by Amount in Row (11) 1.1% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
27
SEQ.=1,FOLIO='27',FILE='C:\JMS\108687\16-14334-1\task8008488\14334-1-bk.htm',USER='108687',CD='Jun 30 22:03 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Capital Management, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 10,240,593 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 10,240,593 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,240,593 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |
| 13 | Percent of Class Represented by Amount in Row (11) 14.0% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
28
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*
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Capital Management GP, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 10,240,593 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 10,240,593 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,240,593 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |
| 13 | Percent of Class Represented by Amount in Row (11) 14.0% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
29
SEQ.=1,FOLIO='29',FILE='C:\JMS\108687\16-14334-1\task8008488\14334-1-bm.htm',USER='108687',CD='Jun 30 22:04 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Management Holdings, L.P. — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 10,240,593 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 10,240,593 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,240,593 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |
| 13 | Percent of Class Represented by Amount in Row (11) 14.0% | |
| 14 | Type of Reporting Person PN | |
| CUSIP No. Y2685T115 | 13D/A |
30
SEQ.=1,FOLIO='30',FILE='C:\JMS\108687\16-14334-1\task8008488\14334-1-bm.htm',USER='108687',CD='Jun 30 22:04 2016'
| 2 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Management Holdings GP, LLC — Check the Appropriate Box if a Member of a Group | |
|---|---|---|
| (a) | o | |
| (b) | x | |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power |
| 8 | Shared Voting Power 10,240,593 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 10,240,593 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,240,593 shares of Common Stock | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |
| 13 | Percent of Class Represented by Amount in Row (11) 14.0% | |
| 14 | Type of Reporting Person OO | |
| CUSIP No. Y2685T115 | 13D/A |
31
SEQ.=1,FOLIO='31',FILE='C:\JMS\108687\16-14334-1\task8008488\14334-1-bm.htm',USER='108687',CD='Jun 30 22:04 2016'
This Amendment No. 2 to Schedule 13D is filed by: (i) Apollo Centre Street Partnership, L.P. (ii) Apollo Franklin Partnership, L.P., (iii) Apollo Credit Opportunity Trading Fund III LP, (iv) AEC (Lux) S.á.r.l., (v) AES (Lux) S.á.r.l., (vi) ANS U.S. Holdings Ltd., (vii) Apollo Special Opportunities Managed Account, L.P., (viii) Apollo Zeus Strategic Investments, L.P., (ix) Apollo Centre Street Management, LLC, (x) Apollo Franklin Management, LLC, (xi) Apollo Credit Opportunity Fund III LP, (xii) Apollo Credit Opportunity Fund (Offshore) III LP, (xiii) Apollo Credit Opportunity Management III LLC, (xiv) Apollo European Credit Management, L.P., (xv) Apollo European Credit Management, LLC, (xvi) Apollo European Strategic Management, L.P., (xvii) Apollo European Strategic Management LLC, (xviii) Apollo SK Strategic Investments, L.P., (xix) Apollo SK Strategic Management, LLC, (xx) Apollo SOMA Advisors, L.P., (xxi) Apollo SOMA Capital Management, LLC, (xxii) Apollo Principal Holdings II, L.P., (xxiii) Apollo Principal Holdings II GP, LLC, (xxiv) Apollo SVF Management, L.P., (xxv) Apollo SVF Management GP, LLC, (xxvi) Apollo Zeus Strategic Management, LLC, (xxvii) Apollo Capital Management, L.P. (Capital Management), (xxviii) Apollo Capital Management GP, LLC, (xxix) Apollo Management Holdings, L.P., and (xxx) Apollo Management Holdings GP, LLC and supplements and amends the Statement on Schedule 13D filed on February 26, 2016 and Amendment No. 1 thereto filed June 10, 2016 (together, the Initial Schedule 13Ds).
Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Initial Schedule 13Ds.
Responses to each item of this Statement on Schedule 13D/A are incorporated by reference into the response to each other item, as applicable.
*Item 1. Security and Issuer*
*Item 2. Identity and Background*
*Item 3. Source and Amount of Funds or Other Consideration*
*Item 4. Purpose of Transaction*
Item 4 is hereby amended and supplemented with the following:
On June 29, 2016, Capital Management and Issuer entered into an amendment (the Amendment) to the Equity Commitment Letter, dated June 8, 2016 and filed with the Initial Schedule 13Ds as Exhibit 2 (the Commitment Letter), whereby the date on which Capital Managements obligations under the Commitment Letter automatically and immediately terminate has been extended to September 30, 2016. The summary of the Amendment herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 3.
Other than as discussed above and in the Initial Schedule 13Ds, the Reporting Persons do not have any plans or proposals that would have any of the effects listed in Item 4(a)-(j) of Schedule 13D.
*Item 5. Interest in Securities of the Issuer*
*Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer*
Item 6 is hereby amended and supplemented with the following:
32
SEQ.=1,FOLIO='32',FILE='C:\JMS\107536\16-14334-1\task8008800\14334-1-bo.htm',USER='107536',CD='Jul 1 00:51 2016'
The information provided above in Item 4 of this Schedule 13D/A is incorporated by reference into this Item 6.
*Item 7. Material to Be Filed as Exhibits*
Exhibit 3: Amendment to Equity Commitment Letter, dated as of June 29, 2016, between Apollo Capital Management, L.P. and Genco Shipping and Trading Limited.
33
SEQ.=1,FOLIO='33',FILE='C:\JMS\107536\16-14334-1\task8008800\14334-1-bo.htm',USER='107536',CD='Jul 1 00:51 2016'
*SIGNATURES*
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
Dated: June 30, 2016
| APOLLO CENTRE STREET PARTNERSHIP, L.P. — By: | Apollo Centre Street Advisors (APO DC), L.P. | ||
|---|---|---|---|
| its general partner | |||
| By: | Apollo Centre Street Advisors (APO DC-GP), LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO CENTRE STREET MANAGEMENT, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO FRANKLIN PARTNERSHIP, L.P. | |||
| By: | Apollo Franklin Advisors (APO DC), L.P. | ||
| its general partner | |||
| By: | Apollo Franklin Advisors (APO DC-GP), LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO FRANKLIN MANAGEMENT, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President |
34
SEQ.=1,FOLIO='34',FILE='C:\JMS\107536\16-14334-1\task8008929\14334-1-bq.htm',USER='107536',CD='Jul 1 02:30 2016'
| APOLLO CREDIT OPPORTUNITY TRADING FUND III — By: | Apollo Credit Opportunity Fund III LP | |||
|---|---|---|---|---|
| its general partner | ||||
| By: | Apollo Credit Opportunity Advisors III (APO FC) LP | |||
| its general partner | ||||
| By: | Apollo Credit Opportunity Advisors III (APO FC) GP LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Joseph D. Glatt | ||||
| Vice President | ||||
| By: | Apollo Credit Opportunity Fund (Offshore) III LP | |||
| its general partner | ||||
| By: | Apollo Credit Opportunity Advisors III (APO FC) LP | |||
| its general partner | ||||
| By: | Apollo Credit Opportunity Advisors III | |||
| (APO FC) GP LLC | ||||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Joseph D. Glatt | ||||
| Vice President | ||||
| APOLLO CREDIT OPPORTUNITY FUND III LP | ||||
| By: | Apollo Credit Opportunity Advisors III (APO FC) LP | |||
| its general partner | ||||
| By: | Apollo Credit Opportunity Advisors III (APO FC) GP LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Joseph D. Glatt | ||||
| Vice President | ||||
| APOLLO CREDIT OPPORTUNITY FUND (OFFSHORE) III LP | ||||
| By: | Apollo Credit Opportunity Advisors III (APO FC) LP | |||
| its general partner | ||||
| By: | Apollo Credit Opportunity Advisors III (APO FC) GP LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Joseph D. Glatt | ||||
| Vice President | ||||
| APOLLO CREDIT OPPORTUNITY MANAGEMENT III LLC | ||||
| By: | /s/ Joseph D. Glatt | |||
| Joseph D. Glatt | ||||
| Vice President |
35
SEQ.=1,FOLIO='35',FILE='C:\JMS\107536\16-14334-1\task8008929\14334-1-bq.htm',USER='107536',CD='Jul 1 02:30 2016'
| AEC (LUX) S.ÁR.L. — By: | Apollo European Credit Management, L.P. | ||
|---|---|---|---|
| its investment manager | |||
| By: | Apollo European Credit Management GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO EUROPEAN CREDIT MANAGEMENT, L.P. | |||
| By: | Apollo European Credit Management GP , LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO EUROPEAN CREDIT MANAGEMENT GP , LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| AES (LUX) S.ÁR.L. | |||
| By: | Apollo European Strategic Management, L.P. | ||
| its investment manager | |||
| By: | Apollo European Strategic Management GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO EUROPEAN STRATEGIC MANAGEMENT, L.P. | |||
| By: | Apollo European Strategic Management GP , LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President |
36
SEQ.=1,FOLIO='36',FILE='C:\JMS\107536\16-14334-1\task8008929\14334-1-bq.htm',USER='107536',CD='Jul 1 02:30 2016'
| APOLLO EUROPEAN STRATEGIC MANAGEMENT GP, LLC — By: | /s/ Joseph D. Glatt | ||
|---|---|---|---|
| Joseph D. Glatt | |||
| V ice President | |||
| APOLLO SPECIAL OPPORTUNITIES | |||
| MANAGED ACCOUNT, L.P. | |||
| By: | Apollo SOMA Advisors, L.P. | ||
| its general partner | |||
| By: | Apollo SOMA Capital Management, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO SOMA ADVISORS, L.P. | |||
| By: | Apollo SOMA Capital Management, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO SOMA CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO PRINCIPAL HOLDINGS II, L.P. | |||
| By: | Apollo Principal Holdings II GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President |
37
SEQ.=1,FOLIO='37',FILE='C:\JMS\109501\16-14334-1\task8008930\14334-1-bs.htm',USER='109501',CD='Jul 1 02:25 2016'
| APOLLO PRINCIPAL HOLDINGS II GP, LLC — By: | /s/ Joseph D. Glatt | |||
|---|---|---|---|---|
| Joseph D. Glatt | ||||
| Vice President | ||||
| APOLLO SVF MANAGEMENT, L.P. | ||||
| By: | Apollo SVF Management GP, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Joseph D. Glatt | ||||
| Vice President | ||||
| APOLLO SVF MANAGEMENT GP, LLC | ||||
| By: | /s/ Joseph D. Glatt | |||
| Joseph D. Glatt | ||||
| Vice President | ||||
| ANS U.S. HOLDINGS LTD. | ||||
| By: | Apollo SK Strategic Investments, L.P. | |||
| its sole shareholder | ||||
| By: | Apollo SK Strategic Advisors GP, L.P. | |||
| its general partner | ||||
| By: | Apollo SK Strategic Advisors, LLC | |||
| By: | /s/ Joseph D. Glatt | |||
| Joseph D. Glatt | ||||
| Vice President | ||||
| APOLLO SK STRATEGIC INVESTMENTS, L.P. | ||||
| By: | Apollo SK Strategic Advisors GP, L.P. | |||
| its general partner | ||||
| By: | Apollo SK Strategic Advisors, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Joseph D. Glatt | ||||
| Vice President |
38
SEQ.=1,FOLIO='38',FILE='C:\JMS\109501\16-14334-1\task8008930\14334-1-bs.htm',USER='109501',CD='Jul 1 02:25 2016'
| APOLLO SK STRATEGIC MANAGEMENT, LLC — By: | Apollo Capital Management, L.P. | ||
|---|---|---|---|
| its sole member | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO ZEUS STRATEGIC INVESTMENTS, L.P. | |||
| By: | Apollo Zeus Strategic Advisors, L.P. | ||
| its general partner | |||
| By: | Apollo Zeus Strategic Advisors, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO ZEUS STRATEGIC MANAGEMENT, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO CAPITAL MANAGEMENT, L.P. | |||
| By: | Apollo Capital Management GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President | |||
| APOLLO CAPITAL MANAGEMENT GP, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Joseph D. Glatt | |||
| Vice President |
39
SEQ.=1,FOLIO='39',FILE='C:\JMS\109501\16-14334-1\task8008930\14334-1-bs.htm',USER='109501',CD='Jul 1 02:25 2016'
| APOLLO MANAGEMENT HOLDINGS, L.P. — By: | Apollo Management Holdings GP, LLC | |
|---|---|---|
| its general partner | ||
| By: | /s/ Joseph D. Glatt | |
| Joseph D. Glatt | ||
| Vice President | ||
| APOLLO MANAGEMENT HOLDINGS GP, LLC | ||
| By: | /s/ Joseph D. Glatt | |
| Joseph D. Glatt | ||
| Vice President |
40
SEQ.=1,FOLIO='40',FILE='C:\JMS\109501\16-14334-1\task8008930\14334-1-bs.htm',USER='109501',CD='Jul 1 02:25 2016'
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