Major Shareholding Notification • Jan 6, 2017
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| SECURITIES AND EXCHANGE COMMISSION |
|---|
| Washington, D.C. 20549 |
SCHEDULE 13D/A
*Under the Securities Exchange Act of 1934 (Amendment No. 7)**
*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)
*January 4, 2017*
(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\109558\17-1539-1\task8225301\1539-1-ba.htm',USER='109558',CD='Jan 6 17:52 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Centre Street Partnership, L.P. | |
|---|---|---|
| 2 | 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 399,651 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 399,651 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 399,651 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) 1.2% | |
| 14 | Type of Reporting Person PN |
2
SEQ.=1,FOLIO='2',FILE='C:\JMS\108224\17-1539-1\task8226138\1539-1-bc.htm',USER='108224',CD='Jan 7 02:52 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Centre Street Management, LLC | |
|---|---|---|
| 2 | 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 399,651 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 399,651 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 399,651 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) 1.2% | |
| 14 | Type of Reporting Person OO |
3
SEQ.=1,FOLIO='3',FILE='C:\JMS\108224\17-1539-1\task8226138\1539-1-bc.htm',USER='108224',CD='Jan 7 02:52 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Franklin Partnership, L.P. | |
|---|---|---|
| 2 | 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 18,575 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 18,575 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 18,575 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) 0.05% | |
| 14 | Type of Reporting Person PN |
4
SEQ.=1,FOLIO='4',FILE='C:\JMS\108224\17-1539-1\task8226138\1539-1-bc.htm',USER='108224',CD='Jan 7 02:52 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Franklin Management, LLC | |
|---|---|---|
| 2 | 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 18,575 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 18,575 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 18,575 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) 0.05% | |
| 14 | Type of Reporting Person OO |
5
SEQ.=1,FOLIO='5',FILE='C:\JMS\108224\17-1539-1\task8226138\1539-1-be.htm',USER='108224',CD='Jan 7 02:55 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Credit Opportunity Trading Fund III | |
|---|---|---|
| 2 | 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 2,297,347 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,297,347 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,297,347 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) 6.7% | |
| 14 | Type of Reporting Person PN |
6
SEQ.=1,FOLIO='6',FILE='C:\JMS\108224\17-1539-1\task8226138\1539-1-be.htm',USER='108224',CD='Jan 7 02:55 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Credit Opportunity Fund III LP | |
|---|---|---|
| 2 | 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 2,297,347 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,297,347 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,297,347 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) 6.7% | |
| 14 | Type of Reporting Person PN |
7
SEQ.=1,FOLIO='7',FILE='C:\JMS\108224\17-1539-1\task8226138\1539-1-be.htm',USER='108224',CD='Jan 7 02:55 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Credit Opportunity Fund (Offshore) III LP | |
|---|---|---|
| 2 | 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 2,297,347 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,297,347 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,297,347 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) 6.7% | |
| 14 | Type of Reporting Person PN |
8
SEQ.=1,FOLIO='8',FILE='C:\JMS\105569\17-1539-1\task8226136\1539-1-bg.htm',USER='105569',CD='Jan 7 02:52 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Credit Opportunity Management III LLC | |
|---|---|---|
| 2 | 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 2,297,347 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 2,297,347 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,297,347 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) 6.7% | |
| 14 | Type of Reporting Person OO |
9
SEQ.=1,FOLIO='9',FILE='C:\JMS\105569\17-1539-1\task8226136\1539-1-bg.htm',USER='105569',CD='Jan 7 02:52 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person AEC (Lux) S.à.r.l. | |
|---|---|---|
| 2 | 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 298,155 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 298,155 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 298,155 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) 0.9% | |
| 14 | Type of Reporting Person OO |
10
SEQ.=1,FOLIO='10',FILE='C:\JMS\105569\17-1539-1\task8226136\1539-1-bg.htm',USER='105569',CD='Jan 7 02:52 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo European Credit Management, L.P. | |
|---|---|---|
| 2 | 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 298,155 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 298,155 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 298,155 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) 0.9% | |
| 14 | Type of Reporting Person PN |
11
SEQ.=1,FOLIO='11',FILE='C:\JMS\109487\17-1539-1\task8225492\1539-1-bi.htm',USER='109487',CD='Jan 6 20:05 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo European Credit Management GP, LLC | |
|---|---|---|
| 2 | 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 298,155 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 298,155 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 298,155 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) 0.9% | |
| 14 | Type of Reporting Person OO |
12
SEQ.=1,FOLIO='12',FILE='C:\JMS\109487\17-1539-1\task8225492\1539-1-bi.htm',USER='109487',CD='Jan 6 20:05 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person AES (Lux) S. à.r.l. | |
|---|---|---|
| 2 | 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 511,890 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 511,890 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 511,890 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) 1.5% | |
| 14 | Type of Reporting Person OO |
13
SEQ.=1,FOLIO='13',FILE='C:\JMS\109487\17-1539-1\task8225492\1539-1-bi.htm',USER='109487',CD='Jan 6 20:05 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo European Strategic Management, L.P. | |
|---|---|---|
| 2 | 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 511,890 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 511,890 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 511,890 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) 1.5% | |
| 14 | Type of Reporting Person PN |
14
SEQ.=1,FOLIO='14',FILE='C:\JMS\109487\17-1539-1\task8225492\1539-1-bk.htm',USER='109487',CD='Jan 6 20:05 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo European Strategic Management GP, LLC | |
|---|---|---|
| 2 | 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 511,890 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 511,890 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 511,890 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) 1.5% | |
| 14 | Type of Reporting Person OO |
15
SEQ.=1,FOLIO='15',FILE='C:\JMS\109487\17-1539-1\task8225492\1539-1-bk.htm',USER='109487',CD='Jan 6 20:05 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person ANS U.S. Holdings Ltd. | |
|---|---|---|
| 2 | 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 206,258 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 206,258 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 206,258 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) 0.6% | |
| 14 | Type of Reporting Person CO |
16
SEQ.=1,FOLIO='16',FILE='C:\JMS\109487\17-1539-1\task8225492\1539-1-bk.htm',USER='109487',CD='Jan 6 20:05 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SK Strategic Investments, L.P. | |
|---|---|---|
| 2 | 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 206,258 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 206,258 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 206,258 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) 0.6% | |
| 14 | Type of Reporting Person PN |
17
SEQ.=1,FOLIO='17',FILE='C:\JMS\109487\17-1539-1\task8225465\1539-1-bm.htm',USER='109487',CD='Jan 6 19:44 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SK Strategic Management, LLC | |
|---|---|---|
| 2 | 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 206,258 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 206,258 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 206,258 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) 0.6% | |
| 14 | Type of Reporting Person OO |
18
SEQ.=1,FOLIO='18',FILE='C:\JMS\109487\17-1539-1\task8225465\1539-1-bm.htm',USER='109487',CD='Jan 6 19:44 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Special Opportunities Managed Account, L.P. | |
|---|---|---|
| 2 | 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 1,262,956 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 1,262,956 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,262,956 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) 3.7% | |
| 14 | Type of Reporting Person PN |
19
SEQ.=1,FOLIO='19',FILE='C:\JMS\109487\17-1539-1\task8225465\1539-1-bm.htm',USER='109487',CD='Jan 6 19:44 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SOMA Advisors, L.P. | |
|---|---|---|
| 2 | 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 1,262,956 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 1,262,956 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,262,956 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) 3.7% | |
| 14 | Type of Reporting Person PN |
20
SEQ.=1,FOLIO='20',FILE='C:\JMS\109488\17-1539-1\task8225364\1539-1-bo.htm',USER='109488',CD='Jan 6 18:03 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SOMA Capital Management, LLC | |
|---|---|---|
| 2 | 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 1,262,956 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 1,262,956 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,262,956 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) 3.7% | |
| 14 | Type of Reporting Person OO |
21
SEQ.=1,FOLIO='21',FILE='C:\JMS\109488\17-1539-1\task8225364\1539-1-bo.htm',USER='109488',CD='Jan 6 18:03 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person APH Holdings (DC), L.P. | |
|---|---|---|
| 2 | 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 1,262,956 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 1,262,956 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,262,956 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) 3.7% | |
| 14 | Type of Reporting Person PN |
22
SEQ.=1,FOLIO='22',FILE='C:\JMS\109488\17-1539-1\task8225364\1539-1-bo.htm',USER='109488',CD='Jan 6 18:03 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Principal Holdings IV GP, LTD. | |
|---|---|---|
| 2 | 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 1,262,956 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 1,262,956 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,262,956 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) 3.7% | |
| 14 | Type of Reporting Person OO |
23
SEQ.=1,FOLIO='23',FILE='C:\JMS\109487\17-1539-1\task8225492\1539-1-bq.htm',USER='109487',CD='Jan 6 20:06 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SVF Management, L.P. | |
|---|---|---|
| 2 | 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 1,262,956 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 1,262,956 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,262,956 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) 3.7% | |
| 14 | Type of Reporting Person PN |
24
SEQ.=1,FOLIO='24',FILE='C:\JMS\109487\17-1539-1\task8225492\1539-1-bq.htm',USER='109487',CD='Jan 6 20:06 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo SVF Management GP, LLC | |
|---|---|---|
| 2 | 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 1,262,956 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 1,262,956 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,262,956 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) 3.7% | |
| 14 | Type of Reporting Person OO |
25
SEQ.=1,FOLIO='25',FILE='C:\JMS\109487\17-1539-1\task8225492\1539-1-bq.htm',USER='109487',CD='Jan 6 20:06 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Zeus Strategic Investments, L.P. | |
|---|---|---|
| 2 | 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 420,976 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 420,976 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 420,976 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) 1.2% | |
| 14 | Type of Reporting Person PN |
26
SEQ.=1,FOLIO='26',FILE='C:\JMS\105201\17-1539-1\task8226137\1539-1-bs.htm',USER='105201',CD='Jan 7 02:56 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Zeus Strategic Management, LLC | |
|---|---|---|
| 2 | 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 420,976 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 420,976 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 420,976 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) 1.2% | |
| 14 | Type of Reporting Person OO |
27
SEQ.=1,FOLIO='27',FILE='C:\JMS\105201\17-1539-1\task8226137\1539-1-bs.htm',USER='105201',CD='Jan 7 02:56 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Capital Management, L.P. | |
|---|---|---|
| 2 | 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 5,415,812 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 5,415,812 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,415,812 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) 15.7% | |
| 14 | Type of Reporting Person PN |
28
SEQ.=1,FOLIO='28',FILE='C:\JMS\105201\17-1539-1\task8226137\1539-1-bs.htm',USER='105201',CD='Jan 7 02:56 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Capital Management GP, LLC | |
|---|---|---|
| 2 | 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 5,415,812 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 5,415,812 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,415,812 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) 15.7% | |
| 14 | Type of Reporting Person OO |
29
SEQ.=1,FOLIO='29',FILE='C:\JMS\105201\17-1539-1\task8226137\1539-1-bu.htm',USER='105201',CD='Jan 7 02:54 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Management Holdings, L.P. | |
|---|---|---|
| 2 | 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 5,415,812 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 5,415,812 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,415,812 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) 15.7% | |
| 14 | Type of Reporting Person PN |
30
SEQ.=1,FOLIO='30',FILE='C:\JMS\105201\17-1539-1\task8226137\1539-1-bu.htm',USER='105201',CD='Jan 7 02:54 2017'
| CUSIP No. Y2685T115 — 1 | Name of Reporting Person I.R.S. Identification of Above Person Apollo Management Holdings GP, LLC | |
|---|---|---|
| 2 | 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 5,415,812 shares of Common Stock | |
| 9 | Sole Dispositive Power | |
| 10 | Shared Dispositive Power 5,415,812 shares of Common Stock | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,415,812 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) 15.7% | |
| 14 | Type of Reporting Person OO |
31
SEQ.=1,FOLIO='31',FILE='C:\JMS\105201\17-1539-1\task8226137\1539-1-bu.htm',USER='105201',CD='Jan 7 02:54 2017'
This Amendment No. 7 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, (iv) AEC (Lux) S.à.r.l., (v) AES (Lux) S. à.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 GP, LLC, (xvi) Apollo European Strategic Management, L.P., (xvii) Apollo European Strategic Management GP 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) APH Holdings (DC), L.P., (xxiii) Apollo Principal Holdings IV GP, Ltd., (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, Amendment No. 1 thereto filed June 10, 2016, Amendment No. 2 thereto filed June 30, 2016, Amendment No. 3 thereto filed October 11, 2016, Amendment No. 4 thereto filed October 14, 2016, Amendment No. 5 thereto filed October 28, 2016 and Amendment No. 6 thereto filed December 20, 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 January 4, 2017, the Company held a special meeting of its stockholders (the Special Meeting) at which the stockholders were asked to vote on, among other things, the approval of the issuance of the number of shares of the Companys common stock issuable upon full conversion of the Companys outstanding Class A Convertible Preferred Stock (Preferred Stock), including shares issuable pursuant to customary anti-dilution provisions (the Issuance Proposal). The Companys stockholders voted to approve the Issuance Proposal at the Special Meeting, upon which each share of Preferred Stock automatically and mandatorily converted into a share of the Companys common stock (the Conversion).
*Item 5. Interest in Securities of the Issuer*
Item 5 is hereby amended and supplemented with the following:
(a) (b) The information requested by this paragraph is incorporated by reference herein to the information provided on the cover pages of this Amendment No. 7. The number of shares reported by the
32
SEQ.=1,FOLIO='32',FILE='C:\JMS\109562\17-1539-1\task8225473\1539-1-bw.htm',USER='109562',CD='Jan 6 19:43 2017'
Reporting Persons on the cover pages hereto and in this Item 5 include those shares of the Companys common stock received in connection with the Conversion.
*Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer*
*Item 7. Material to be Filed as Exhibits*
33
SEQ.=1,FOLIO='33',FILE='C:\JMS\109562\17-1539-1\task8225473\1539-1-bw.htm',USER='109562',CD='Jan 6 19:43 2017'
*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: January 6, 2017
| 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\109562\17-1539-1\task8225473\1539-1-bw.htm',USER='109562',CD='Jan 6 19:43 2017'
| 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 |
35
SEQ.=1,FOLIO='35',FILE='C:\JMS\109562\17-1539-1\task8225473\1539-1-bw.htm',USER='109562',CD='Jan 6 19:43 2017'
| 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 | |||
| AEC (LUX) S.À R.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 |
36
SEQ.=1,FOLIO='36',FILE='C:\JMS\109562\17-1539-1\task8225473\1539-1-bw.htm',USER='109562',CD='Jan 6 19:43 2017'
| 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 GP , LLC | |
|---|---|
| its general partner | |
| By: | /s/ Joseph D. Glatt |
| Joseph D. Glatt | |
| Vice President |
| APOLLO EUROPEAN STRATEGIC MANAGEMENT GP, LLC | |
|---|---|
| By: | /s/ Joseph D. Glatt |
| Joseph D. Glatt | |
| V ice President |
| 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 |
37
SEQ.=1,FOLIO='37',FILE='C:\JMS\109562\17-1539-1\task8225473\1539-1-by.htm',USER='109562',CD='Jan 6 19:46 2017'
| 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 IV GP, Ltd. | |
|---|---|
| its general partner | |
| By: | /s/ Joseph D. Glatt |
| Joseph D. Glatt | |
| Vice President |
38
SEQ.=1,FOLIO='38',FILE='C:\JMS\109562\17-1539-1\task8225473\1539-1-by.htm',USER='109562',CD='Jan 6 19:46 2017'
| APOLLO PRINCIPAL HOLDINGS IV GP, LTD. — 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 |
39
SEQ.=1,FOLIO='39',FILE='C:\JMS\109562\17-1539-1\task8225473\1539-1-by.htm',USER='109562',CD='Jan 6 19:46 2017'
| APOLLO SK STRATEGIC MANAGEMENT, LLC | |
|---|---|
| By: | /s/ Joseph D. Glatt |
| Joseph D. Glatt | |
| Vice President |
| 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 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 |
40
SEQ.=1,FOLIO='40',FILE='C:\JMS\109562\17-1539-1\task8225473\1539-1-by.htm',USER='109562',CD='Jan 6 19:46 2017'
| 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 |
41
SEQ.=1,FOLIO='41',FILE='C:\JMS\109562\17-1539-1\task8225473\1539-1-by.htm',USER='109562',CD='Jan 6 19:46 2017'
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