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Vistra Corp. — Major Shareholding Notification 2018
Feb 14, 2018
29960_mrq_2018-02-14_27645507-2fff-4f82-85ba-edc0d00a5d99.zip
Major Shareholding Notification
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SC 13G 1 a18-5863_5sc13g.htm SC 13G
| UNITED STATES |
|---|
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
*SCHEDULE 13G*
*(Amendment No. )**
*Under the Securities Exchange Act of 1934*
*VISTRA ENERGY CORP.*
(Name of Issuer)
*Common Stock, par value $0.01*
(Title of Class of Securities)
*92840M102*
(CUSIP Number)
*December 31, 2017*
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
|---|---|
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
- The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SEQ.=1,FOLIO='',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-ba.htm',USER='109952',CD='Feb 14 17:32 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). LeverageSource V S.à r.l. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Luxembourg | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,639,954 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,639,954 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,639,954 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.4% | |
| 12 | Type of Reporting Person (See Instructions) OO |
2
SEQ.=1,FOLIO='2',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-ba.htm',USER='109952',CD='Feb 14 17:32 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). LeverageSource V, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,639,954 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,639,954 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,639,954 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.4% | |
| 12 | Type of Reporting Person (See Instructions) PN |
3
SEQ.=1,FOLIO='3',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-ba.htm',USER='109952',CD='Feb 14 17:32 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). LS V GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,639,954 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,639,954 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,639,954 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.4% | |
| 12 | Type of Reporting Person (See Instructions) OO |
4
SEQ.=1,FOLIO='4',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-ba.htm',USER='109952',CD='Feb 14 17:32 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). LeverageSource Holdings, L.P. w/r/t Series V | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,639,954 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,639,954 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,639,954 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.4% | |
| 12 | Type of Reporting Person (See Instructions) PN |
5
SEQ.=1,FOLIO='5',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-ba.htm',USER='109952',CD='Feb 14 17:32 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). LSR Loan Funding LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 4,578,999 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 4,578,999 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,578,999 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
6
SEQ.=1,FOLIO='6',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bc.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). LeverageSource III, L.P. | ||
|---|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | o | ||
| (b) | o | ||
| 3 | SEC Use Only | ||
| 4 | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power | |
| 6 | Shared Voting Power 4,578,999 shares of Common Stock | ||
| 7 | Sole Dispositive Power | ||
| 8 | Shared Dispositive Power 4,578,999 shares of Common Stock | ||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,578,999 shares of Common Stock | ||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | ||
| 11 | Percent of Class Represented by Amount in Row (9) 1.1% | ||
| 12 | Type of Reporting Person (See Instructions) PN |
7
SEQ.=1,FOLIO='7',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bc.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). LS III GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 4,578,999 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 4,578,999 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,578,999 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
8
SEQ.=1,FOLIO='8',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bc.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). LeverageSource Holdings, L.P. w/r/t Series III | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 4,578,999 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 4,578,999 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,578,999 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.1% | |
| 12 | Type of Reporting Person (See Instructions) PN |
9
SEQ.=1,FOLIO='9',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bc.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). LeverageSource Holdings GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 6,218,953 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 6,218,953 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,218,953 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.5% | |
| 12 | Type of Reporting Person (See Instructions) OO |
10
SEQ.=1,FOLIO='10',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bc.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). LeverageSource, L.P | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 6,218,953 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 6,218,953 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,218,953 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.5% | |
| 12 | Type of Reporting Person (See Instructions) PN |
11
SEQ.=1,FOLIO='11',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bc.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Advisors VI (EH), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 6,218,953 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 6,218,953 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,218,953 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.5% | |
| 12 | Type of Reporting Person (See Instructions) PN |
12
SEQ.=1,FOLIO='12',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bc.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Advisors VI (EH-GP), Ltd. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 6,218,953 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 6,218,953 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,218,953 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.5% | |
| 12 | Type of Reporting Person (See Instructions) CO |
13
SEQ.=1,FOLIO='13',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-be.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Advisors VII (EH), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 6,218,953 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 6,218,953 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,218,953 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.5% | |
| 12 | Type of Reporting Person (See Instructions) PN |
14
SEQ.=1,FOLIO='14',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-be.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Advisors VII (EH-GP), Ltd. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 6,218,953 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 6,218,953 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,218,953 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.5% | |
| 12 | Type of Reporting Person (See Instructions) CO |
15
SEQ.=1,FOLIO='15',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-be.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings III, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 6,218,953 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 6,218,953 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,218,953 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.5% | |
| 12 | Type of Reporting Person (See Instructions) PN |
16
SEQ.=1,FOLIO='16',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-be.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Leroy DH, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,044,795 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,044,795 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,044,795 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.5% | |
| 12 | Type of Reporting Person (See Instructions) PN |
17
SEQ.=1,FOLIO='17',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-be.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Leroy DH GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,044,795 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,044,795 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,044,795 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.5% | |
| 12 | Type of Reporting Person (See Instructions) OO |
18
SEQ.=1,FOLIO='18',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-be.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). ANRP II (Debt AIV), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,044,795 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,044,795 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,044,795 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.5% | |
| 12 | Type of Reporting Person (See Instructions) PN |
19
SEQ.=1,FOLIO='19',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-be.htm',USER='109952',CD='Feb 14 17:33 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ANRP Advisors II, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,044,795 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,044,795 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,044,795 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.5% | |
| 12 | Type of Reporting Person (See Instructions) PN |
20
SEQ.=1,FOLIO='20',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bg.htm',USER='109952',CD='Feb 14 17:36 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ANRP Capital Management II, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,044,795 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,044,795 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,044,795 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.5% | |
| 12 | Type of Reporting Person (See Instructions) OO |
21
SEQ.=1,FOLIO='21',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bg.htm',USER='109952',CD='Feb 14 17:36 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). APH Holdings, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,044,795 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,044,795 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,044,795 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.5% | |
| 12 | Type of Reporting Person (See Instructions) PN |
22
SEQ.=1,FOLIO='22',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bg.htm',USER='109952',CD='Feb 14 17:36 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings III GP, Ltd. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 8,263,748 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 8,263,748 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,263,748 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.9% | |
| 12 | Type of Reporting Person (See Instructions) CO |
23
SEQ.=1,FOLIO='23',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bg.htm',USER='109952',CD='Feb 14 17:36 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). ACLF Co-Investment Fund, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Alberta | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,892,991 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,892,991 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,892,991 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.4% | |
| 12 | Type of Reporting Person (See Instructions) PN |
24
SEQ.=1,FOLIO='24',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bg.htm',USER='109952',CD='Feb 14 17:36 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Liquidity Advisors, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,892,991 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,892,991 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,892,991 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.4% | |
| 12 | Type of Reporting Person (See Instructions) PN |
25
SEQ.=1,FOLIO='25',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bg.htm',USER='109952',CD='Feb 14 17:36 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Liquidity Capital Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,892,991 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,892,991 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,892,991 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.4% | |
| 12 | Type of Reporting Person (See Instructions) OO |
26
SEQ.=1,FOLIO='26',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bg.htm',USER='109952',CD='Feb 14 17:36 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Zeus Investments, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 142,420 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 142,420 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 142,420 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) PN |
27
SEQ.=1,FOLIO='27',FILE='C:\JMS\109952\18-5863-5\task8738644\5863-5-bg.htm',USER='109952',CD='Feb 14 17:36 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Zeus Strategic Advisors, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 142,420 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 142,420 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 142,420 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) PN |
28
SEQ.=1,FOLIO='28',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bi.htm',USER='107541',CD='Feb 14 14:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Zeus Strategic Advisors, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 142,420 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 142,420 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 142,420 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) OO |
29
SEQ.=1,FOLIO='29',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bi.htm',USER='107541',CD='Feb 14 14:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Special Opportunities Managed Power Trust Management LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 852,384 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 852,384 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 852,384 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.2% | |
| 12 | Type of Reporting Person (See Instructions) OO |
30
SEQ.=1,FOLIO='30',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bi.htm',USER='107541',CD='Feb 14 14:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Special Opportunities Managed Account, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 878,069 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 878,069 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 878,069 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.2% | |
| 12 | Type of Reporting Person (See Instructions) PN |
31
SEQ.=1,FOLIO='31',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bi.htm',USER='107541',CD='Feb 14 14:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SOMA Advisors, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 878,069 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 878,069 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 878,069 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.2% | |
| 12 | Type of Reporting Person (See Instructions) PN |
32
SEQ.=1,FOLIO='32',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bi.htm',USER='107541',CD='Feb 14 14:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SOMA Capital Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 878,069 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 878,069 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 878,069 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.2% | |
| 12 | Type of Reporting Person (See Instructions) OO |
33
SEQ.=1,FOLIO='33',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bi.htm',USER='107541',CD='Feb 14 14:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). APH Holdings (DC), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,913,480 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,913,480 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,913,480 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.7% | |
| 12 | Type of Reporting Person (See Instructions) PN |
34
SEQ.=1,FOLIO='34',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bi.htm',USER='107541',CD='Feb 14 14:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings IV GP, Ltd. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,913,480 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,913,480 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,913,480 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.7% | |
| 12 | Type of Reporting Person (See Instructions) CO |
35
SEQ.=1,FOLIO='35',FILE='C:\JMS\C902555\18-5863-5\task8737738\5863-5-bk.htm',USER='C902555',CD='Feb 14 10:11 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Management, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 878,069 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 878,069 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 878,069 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.2% | |
| 12 | Type of Reporting Person (See Instructions) PN |
36
SEQ.=1,FOLIO='36',FILE='C:\JMS\C902555\18-5863-5\task8737738\5863-5-bk.htm',USER='C902555',CD='Feb 14 10:11 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Management GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 878,069 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 878,069 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 878,069 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.2% | |
| 12 | Type of Reporting Person (See Instructions) OO |
37
SEQ.=1,FOLIO='37',FILE='C:\JMS\C902555\18-5863-5\task8737738\5863-5-bk.htm',USER='C902555',CD='Feb 14 10:11 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AEH (CB), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 8,329,209 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 8,329,209 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,329,209 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.9% | |
| 12 | Type of Reporting Person (See Instructions) PN |
38
SEQ.=1,FOLIO='38',FILE='C:\JMS\C902555\18-5863-5\task8737738\5863-5-bk.htm',USER='C902555',CD='Feb 14 10:11 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AEH (CB) GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 8,329,209 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 8,329,209 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,329,209 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.9% | |
| 12 | Type of Reporting Person (See Instructions) OO |
39
SEQ.=1,FOLIO='39',FILE='C:\JMS\C902555\18-5863-5\task8737738\5863-5-bk.htm',USER='C902555',CD='Feb 14 10:11 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AEH Holdings (CB), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 8,329,209 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 8,329,209 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,329,209 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.9% | |
| 12 | Type of Reporting Person (See Instructions) PN |
40
SEQ.=1,FOLIO='40',FILE='C:\JMS\C902555\18-5863-5\task8737738\5863-5-bk.htm',USER='C902555',CD='Feb 14 10:11 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AEH (PEC), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 3,463,600 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 3,463,600 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,463,600 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.8% | |
| 12 | Type of Reporting Person (See Instructions) PN |
41
SEQ.=1,FOLIO='41',FILE='C:\JMS\C902555\18-5863-5\task8737738\5863-5-bk.htm',USER='C902555',CD='Feb 14 10:11 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP VII TXU (CS), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 10,957,755 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 10,957,755 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,957,755 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 2.6% | |
| 12 | Type of Reporting Person (See Instructions) PN |
42
SEQ.=1,FOLIO='42',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bm.htm',USER='107541',CD='Feb 14 14:58 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP VII TXU (CS) GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 10,957,755 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 10,957,755 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,957,755 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 2.6% | |
| 12 | Type of Reporting Person (See Instructions) OO |
43
SEQ.=1,FOLIO='43',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bm.htm',USER='107541',CD='Feb 14 14:58 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP VII TXU Holdings (CS), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 10,957,755 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 10,957,755 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,957,755 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 2.6% | |
| 12 | Type of Reporting Person (See Instructions) PN |
44
SEQ.=1,FOLIO='44',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bm.htm',USER='107541',CD='Feb 14 14:58 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP VII TXU (UBS), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 5,799,414 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 5,799,414 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,799,414 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.4% | |
| 12 | Type of Reporting Person (See Instructions) PN |
45
SEQ.=1,FOLIO='45',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bm.htm',USER='107541',CD='Feb 14 14:58 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP VII TXU (UBS) GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 5,799,414 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 5,799,414 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,799,414 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.4% | |
| 12 | Type of Reporting Person (See Instructions) OO |
46
SEQ.=1,FOLIO='46',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bm.htm',USER='107541',CD='Feb 14 14:58 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP VII TXU Holdings (UBS), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 5,799,414 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 5,799,414 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,799,414 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.4% | |
| 12 | Type of Reporting Person (See Instructions) PN |
47
SEQ.=1,FOLIO='47',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bm.htm',USER='107541',CD='Feb 14 14:58 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AEH Holdings GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 28,549,978 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 28,549,978 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 28,549,978 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 6.7% | |
| 12 | Type of Reporting Person (See Instructions) OO |
48
SEQ.=1,FOLIO='48',FILE='C:\JMS\107541\18-5863-5\task8738351\5863-5-bm.htm',USER='107541',CD='Feb 14 14:58 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP AEH, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 28,549,978 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 28,549,978 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 28,549,978 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 6.7% | |
| 12 | Type of Reporting Person (See Instructions) PN |
49
SEQ.=1,FOLIO='49',FILE='C:\JMS\C902558\18-5863-5\task8737741\5863-5-bo.htm',USER='C902558',CD='Feb 14 10:30 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management VII, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 28,549,978 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 28,549,978 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 28,549,978 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 6.7% | |
| 12 | Type of Reporting Person (See Instructions) PN |
50
SEQ.=1,FOLIO='50',FILE='C:\JMS\C902558\18-5863-5\task8737741\5863-5-bo.htm',USER='C902558',CD='Feb 14 10:30 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AIF VII Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 28,549,978 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 28,549,978 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 28,549,978 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 6.7% | |
| 12 | Type of Reporting Person (See Instructions) OO |
51
SEQ.=1,FOLIO='51',FILE='C:\JMS\C902558\18-5863-5\task8737741\5863-5-bo.htm',USER='C902558',CD='Feb 14 10:30 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 28,549,978 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 28,549,978 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 28,549,978 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 6.7% | |
| 12 | Type of Reporting Person (See Instructions) PN |
52
SEQ.=1,FOLIO='52',FILE='C:\JMS\C902558\18-5863-5\task8737741\5863-5-bo.htm',USER='C902558',CD='Feb 14 10:30 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 28,549,978 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 28,549,978 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 28,549,978 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 6.7% | |
| 12 | Type of Reporting Person (See Instructions) OO |
53
SEQ.=1,FOLIO='53',FILE='C:\JMS\C902558\18-5863-5\task8737741\5863-5-bo.htm',USER='C902558',CD='Feb 14 10:30 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). CLF Finance Company, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,635,784 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,635,784 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,635,784 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.6% | |
| 12 | Type of Reporting Person (See Instructions) OO |
54
SEQ.=1,FOLIO='54',FILE='C:\JMS\C902558\18-5863-5\task8737741\5863-5-bo.htm',USER='C902558',CD='Feb 14 10:30 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Liquidity Fund, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,635,784 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,635,784 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,635,784 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.6% | |
| 12 | Type of Reporting Person (See Instructions) PN |
55
SEQ.=1,FOLIO='55',FILE='C:\JMS\C902558\18-5863-5\task8737741\5863-5-bo.htm',USER='C902558',CD='Feb 14 10:30 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Liquidity Management, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,635,784 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,635,784 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,635,784 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.6% | |
| 12 | Type of Reporting Person (See Instructions) PN |
56
SEQ.=1,FOLIO='56',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bq.htm',USER='C902558',CD='Feb 14 11:15 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Liquidity Management GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 2,635,784 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 2,635,784 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,635,784 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.6% | |
| 12 | Type of Reporting Person (See Instructions) OO |
57
SEQ.=1,FOLIO='57',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bq.htm',USER='C902558',CD='Feb 14 11:15 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AEC (Lux) S.à r.l. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Luxembourg | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 266,116 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 266,116 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 266,116 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
58
SEQ.=1,FOLIO='58',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bq.htm',USER='C902558',CD='Feb 14 11:15 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo European Credit Management, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 266,116 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 266,116 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 266,116 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) PN |
59
SEQ.=1,FOLIO='59',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bq.htm',USER='C902558',CD='Feb 14 11:15 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo European Credit Management GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 266,116 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 266,116 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 266,116 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
60
SEQ.=1,FOLIO='60',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bq.htm',USER='C902558',CD='Feb 14 11:15 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AESI (Holdings) II, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 129,420 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 129,420 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 129,420 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) PN |
61
SEQ.=1,FOLIO='61',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bq.htm',USER='C902558',CD='Feb 14 11:15 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AESI II Power Trust Management LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 255,090 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 255,090 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 255,090 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
62
SEQ.=1,FOLIO='62',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bq.htm',USER='C902558',CD='Feb 14 11:15 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AESI II, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 255,090 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 255,090 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 255,090 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) PN |
63
SEQ.=1,FOLIO='63',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bs.htm',USER='C902558',CD='Feb 14 11:16 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo European Strategic Management, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 384,510 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 384,510 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 384,510 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) PN |
64
SEQ.=1,FOLIO='64',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bs.htm',USER='C902558',CD='Feb 14 11:16 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo European Strategic Management GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 384,510 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 384,510 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 384,510 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
65
SEQ.=1,FOLIO='65',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bs.htm',USER='C902558',CD='Feb 14 11:16 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP Investment Europe III Power Trust Management LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 261,349 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 261,349 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 261,349 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
66
SEQ.=1,FOLIO='66',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bs.htm',USER='C902558',CD='Feb 14 11:16 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP Investment Europe III, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 295,321 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 295,321 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 295,321 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) PN |
67
SEQ.=1,FOLIO='67',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bs.htm',USER='C902558',CD='Feb 14 11:16 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Europe Management III, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 295,321 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 295,321 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 295,321 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
68
SEQ.=1,FOLIO='68',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bs.htm',USER='C902558',CD='Feb 14 11:16 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). ANS US Holdings Ltd. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 158,194 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 158,194 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 158,194 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) CO |
69
SEQ.=1,FOLIO='69',FILE='C:\JMS\C902558\18-5863-5\task8737833\5863-5-bs.htm',USER='C902558',CD='Feb 14 11:16 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SK Strategic Investments, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 158,194 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 158,194 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 158,194 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) PN |
70
SEQ.=1,FOLIO='70',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bu.htm',USER='C902555',CD='Feb 14 10:52 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SK Strategic Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 158,194 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 158,194 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 158,194 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) OO |
71
SEQ.=1,FOLIO='71',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bu.htm',USER='C902555',CD='Feb 14 10:52 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Centre Street Partnership Power Trust Management LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 432,817 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 432,817 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 432,817 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
72
SEQ.=1,FOLIO='72',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bu.htm',USER='C902555',CD='Feb 14 10:52 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Centre Street Partnership, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 928,699 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 928,699 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 928,699 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.2% | |
| 12 | Type of Reporting Person (See Instructions) PN |
73
SEQ.=1,FOLIO='73',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bu.htm',USER='C902555',CD='Feb 14 10:52 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Centre Street Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 928,699 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 928,699 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 928,699 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.2% | |
| 12 | Type of Reporting Person (See Instructions) OO |
74
SEQ.=1,FOLIO='74',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bu.htm',USER='C902555',CD='Feb 14 10:52 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Opportunity Fund III AIV I Power Trust Management LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 3,319,198 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 3,319,198 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,319,198 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.8% | |
| 12 | Type of Reporting Person (See Instructions) OO |
75
SEQ.=1,FOLIO='75',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bu.htm',USER='C902555',CD='Feb 14 10:52 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Opportunity Fund III AIV I LP | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 3,319,198 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 3,319,198 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,319,198 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.8% | |
| 12 | Type of Reporting Person (See Instructions) PN |
76
SEQ.=1,FOLIO='76',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bu.htm',USER='C902555',CD='Feb 14 10:52 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Opportunity Trading Fund III | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,415,208 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,415,208 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,415,208 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.3% | |
| 12 | Type of Reporting Person (See Instructions) PN |
77
SEQ.=1,FOLIO='77',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bw.htm',USER='C902555',CD='Feb 14 11:10 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Opportunity Fund III LP | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,415,208 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,415,208 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,415,208 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.3% | |
| 12 | Type of Reporting Person (See Instructions) PN |
78
SEQ.=1,FOLIO='78',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bw.htm',USER='C902555',CD='Feb 14 11:10 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Opportunity Fund (Offshore) III LP | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,415,208 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,415,208 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,415,208 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.3% | |
| 12 | Type of Reporting Person (See Instructions) PN |
79
SEQ.=1,FOLIO='79',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bw.htm',USER='C902555',CD='Feb 14 11:10 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Opportunity Management III LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 4,734,406 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 4,734,406 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,734,406 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 1.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
80
SEQ.=1,FOLIO='80',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bw.htm',USER='C902555',CD='Feb 14 11:10 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Franklin Partnership, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 135,053 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 135,053 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 135,053 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) PN |
81
SEQ.=1,FOLIO='81',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bw.htm',USER='C902555',CD='Feb 14 11:10 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Franklin Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 135,053 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 135,053 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 135,053 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) OO |
82
SEQ.=1,FOLIO='82',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bw.htm',USER='C902555',CD='Feb 14 11:10 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Hercules Partners, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 320,222 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 320,222 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 320,222 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) PN |
83
SEQ.=1,FOLIO='83',FILE='C:\JMS\C902555\18-5863-5\task8737835\5863-5-bw.htm',USER='C902555',CD='Feb 14 11:10 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Hercules Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 320,222 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 320,222 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 320,222 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
84
SEQ.=1,FOLIO='84',FILE='C:\JMS\109952\18-5863-5\task8738698\5863-5-by.htm',USER='109952',CD='Feb 14 17:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Lincoln Fixed Income Fund, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 25,592 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 25,592 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 25,592 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) PN |
85
SEQ.=1,FOLIO='85',FILE='C:\JMS\109952\18-5863-5\task8738698\5863-5-by.htm',USER='109952',CD='Feb 14 17:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Lincoln Fixed Income Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 25,592 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 25,592 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 25,592 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) OO |
86
SEQ.=1,FOLIO='86',FILE='C:\JMS\109952\18-5863-5\task8738698\5863-5-by.htm',USER='109952',CD='Feb 14 17:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Lincoln Private Credit Fund Power Trust Management LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 409,325 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 409,325 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 409,325 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
87
SEQ.=1,FOLIO='87',FILE='C:\JMS\109952\18-5863-5\task8738698\5863-5-by.htm',USER='109952',CD='Feb 14 17:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Lincoln Private Credit Fund, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 427,189 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 427,189 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 427,189 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) PN |
88
SEQ.=1,FOLIO='88',FILE='C:\JMS\109952\18-5863-5\task8738698\5863-5-by.htm',USER='109952',CD='Feb 14 17:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Lincoln Private Credit Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 427,189 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 427,189 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 427,189 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
89
SEQ.=1,FOLIO='89',FILE='C:\JMS\109952\18-5863-5\task8738698\5863-5-by.htm',USER='109952',CD='Feb 14 17:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Union Street Partners, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 266,852 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 266,852 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 266,852 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) PN |
90
SEQ.=1,FOLIO='90',FILE='C:\JMS\109952\18-5863-5\task8738698\5863-5-by.htm',USER='109952',CD='Feb 14 17:57 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Union Street Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 266,852 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 266,852 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 266,852 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
91
SEQ.=1,FOLIO='91',FILE='C:\JMS\109952\18-5863-5\task8738710\5863-5-ca.htm',USER='109952',CD='Feb 14 18:03 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). COF II (ST), LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 158,817 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 158,817 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 158,817 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) OO |
92
SEQ.=1,FOLIO='92',FILE='C:\JMS\109952\18-5863-5\task8738710\5863-5-ca.htm',USER='109952',CD='Feb 14 18:03 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Opportunity Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 158,817 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 158,817 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 158,817 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) OO |
93
SEQ.=1,FOLIO='93',FILE='C:\JMS\109952\18-5863-5\task8738710\5863-5-ca.htm',USER='109952',CD='Feb 14 18:03 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SPN Investments I Power Trust Management LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,079,586 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,079,586 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,079,586 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.3% | |
| 12 | Type of Reporting Person (See Instructions) OO |
94
SEQ.=1,FOLIO='94',FILE='C:\JMS\109952\18-5863-5\task8738710\5863-5-ca.htm',USER='109952',CD='Feb 14 18:03 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SPN Investments I (Credit), LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 474,719 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 474,719 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 474,719 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
95
SEQ.=1,FOLIO='95',FILE='C:\JMS\109952\18-5863-5\task8738710\5863-5-ca.htm',USER='109952',CD='Feb 14 18:03 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SPN Investments I, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,554,305 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,554,305 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,554,305 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.4% | |
| 12 | Type of Reporting Person (See Instructions) PN |
96
SEQ.=1,FOLIO='96',FILE='C:\JMS\109952\18-5863-5\task8738710\5863-5-ca.htm',USER='109952',CD='Feb 14 18:03 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SPN Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 1,554,305 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 1,554,305 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,554,305 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.4% | |
| 12 | Type of Reporting Person (See Instructions) OO |
97
SEQ.=1,FOLIO='97',FILE='C:\JMS\109952\18-5863-5\task8738710\5863-5-ca.htm',USER='109952',CD='Feb 14 18:03 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Credit Master Fund Ltd. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 441,218 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 441,218 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 441,218 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) CO |
98
SEQ.=1,FOLIO='98',FILE='C:\JMS\109952\18-5863-5\task8738666\5863-5-cc.htm',USER='109952',CD='Feb 14 17:42 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ST Fund Management LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 441,218 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 441,218 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 441,218 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
99
SEQ.=1,FOLIO='99',FILE='C:\JMS\109952\18-5863-5\task8738666\5863-5-cc.htm',USER='109952',CD='Feb 14 17:42 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ST Operating LP | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 441,218 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 441,218 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 441,218 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) PN |
100
SEQ.=1,FOLIO='100',FILE='C:\JMS\109952\18-5863-5\task8738666\5863-5-cc.htm',USER='109952',CD='Feb 14 17:42 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ST Capital LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 441,218 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 441,218 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 441,218 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
101
SEQ.=1,FOLIO='101',FILE='C:\JMS\109952\18-5863-5\task8738666\5863-5-cc.htm',USER='109952',CD='Feb 14 17:42 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Stone Tower CDO II Ltd. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 30,380 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 30,380 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 30,380 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) CO |
102
SEQ.=1,FOLIO='102',FILE='C:\JMS\109952\18-5863-5\task8738666\5863-5-cc.htm',USER='109952',CD='Feb 14 17:42 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo ST Debt Advisors, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 30,380 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 30,380 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 30,380 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12 | Type of Reporting Person (See Instructions) OO |
103
SEQ.=1,FOLIO='103',FILE='C:\JMS\109952\18-5863-5\task8738666\5863-5-cc.htm',USER='109952',CD='Feb 14 17:42 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). ST Management Holdings, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 471,598 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 471,598 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 471,598 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
104
SEQ.=1,FOLIO='104',FILE='C:\JMS\109952\18-5863-5\task8738666\5863-5-cc.htm',USER='109952',CD='Feb 14 17:42 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Zeus Strategic Investments Power Trust Management LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 416,251 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 416,251 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 416,251 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
105
SEQ.=1,FOLIO='105',FILE='C:\JMS\C902517\18-5863-5\task8737885\5863-5-ce.htm',USER='C902517',CD='Feb 14 11:48 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Zeus Strategic Investments, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 416,251 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 416,251 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 416,251 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) PN |
106
SEQ.=1,FOLIO='106',FILE='C:\JMS\C902517\18-5863-5\task8737885\5863-5-ce.htm',USER='C902517',CD='Feb 14 11:48 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Zeus Strategic Management, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 416,251 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 416,251 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 416,251 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 0.1% | |
| 12 | Type of Reporting Person (See Instructions) OO |
107
SEQ.=1,FOLIO='107',FILE='C:\JMS\C902517\18-5863-5\task8737885\5863-5-ce.htm',USER='C902517',CD='Feb 14 11:48 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 15,982,853 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 15,982,853 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 15,982,853 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 3.7% | |
| 12 | Type of Reporting Person (See Instructions) PN |
108
SEQ.=1,FOLIO='108',FILE='C:\JMS\C902517\18-5863-5\task8737885\5863-5-ce.htm',USER='C902517',CD='Feb 14 11:48 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 15,982,853 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 15,982,853 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 15,982,853 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 3.7% | |
| 12 | Type of Reporting Person (See Instructions) OO |
109
SEQ.=1,FOLIO='109',FILE='C:\JMS\C902517\18-5863-5\task8737885\5863-5-ce.htm',USER='C902517',CD='Feb 14 11:48 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 44,532,831 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 44,532,831 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 10.4% | |
| 12 | Type of Reporting Person (See Instructions) PN |
110
SEQ.=1,FOLIO='110',FILE='C:\JMS\C902517\18-5863-5\task8737885\5863-5-ce.htm',USER='C902517',CD='Feb 14 11:48 2018'
| CUSIP No. 92840M102 — 1 | Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings GP, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power |
| 6 | Shared Voting Power 44,532,831 shares of Common Stock | |
| 7 | Sole Dispositive Power | |
| 8 | Shared Dispositive Power 44,532,831 shares of Common Stock | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 44,532,831 shares of Common Stock | |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |
| 11 | Percent of Class Represented by Amount in Row (9) 10.4% | |
| 12 | Type of Reporting Person (See Instructions) OO |
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| Item 1. | (a) | Name of Issuer Vistra Energy Corp. |
|---|---|---|
| (b) | Address of Issuers Principal Executive Offices Vistra Energy Corp. 6555 Sierra Drive Irving, TX 75039 | |
| Item 2. | (a) | Name of Person Filing This statement is filed by (i) LeverageSource V S.à r.l. ( LS V S.à r.l. ), (ii) LeverageSource V, L.P., (iii) LS V GP, LLC, (iv) LeverageSource Holdings, L.P. w/r/t Series V; (v) LSR Loan Funding LLC ( LSR LLC ), (vi) LeverageSource III, L.P., (vii) LS III GP, LLC, (viii) LeverageSource Holdings, L.P. w/r/t Series III, (ix) LeverageSource Holdings GP, LLC, (x) LeverageSource, L.P. (xi) Apollo Advisors VI (EH), L.P., (xii) Apollo Advisors VI (EH-GP), Ltd., (xiii) Apollo Advisors VII (EH), L.P., (xiv) Apollo Advisors VII (EH-GP), Ltd., (xv) Apollo Principal Holdings III, L.P., (xvi) Leroy DH, L.P. ( Leroy DH ), (xvii) Leroy DH GP, LLC, (xviii) ANRP II (Debt AIV), L.P., (xix) Apollo ANRP Advisors II, L.P., (xx) Apollo ANRP Capital Management II, LLC, (xxi) APH Holdings, L.P., (xxii) Apollo Principal Holdings III GP, Ltd., (xxiii) ACLF Co-Investment Fund, L.P. ( ACLF Co-Invest Fund ), (xxiv) Apollo Credit Liquidity Advisors, L.P., (xxv) Apollo Credit Liquidity Capital Management, LLC, (xxvi) Zeus Investments, L.P. ( Zeus LP ), (xxvii) Apollo Zeus Strategic Advisors, L.P., (xxviii) Apollo Zeus Strategic Advisors, LLC, (xxix) Apollo Special Opportunities Managed Account Power Trust Management LLC ( SOMA Power Trust Management ), (xxx) Apollo Special Opportunities Managed Account, L.P. ( SOMA Fund ), (xxxi) Apollo SOMA Advisors, L.P., (xxxii) Apollo SOMA Capital Management, LLC, (xxxiii) APH Holdings (DC), L.P., (xxiv) Apollo Principal Holdings IV GP, Ltd., (xxxv) Apollo SVF Management, L.P., (xxxvi) Apollo SVF Management GP, LLC, (xxxvii) AEH (CB), L.P. ( AEH (CB) ), (xxxviii) AEH (CB) GP, LLC, (xxxix) AEH Holdings (CB), L.P., (xl) AEH (PEC), L.P. ( AEH (PEC) ), (xli) AP VII TXU (CS), L.P.; ( AP VII TXU (CS) ), (xlii) AP VII TXU (CS) GP, LLC, (xliii) AP VII TXU Holdings (CS), L.P., (xliv) AP VII TXU (UBS), L.P. ( AP VII TXU (UBS) ), (xlv) AP VII TXU (UBS) GP, LLC, (xlvi) AP VII TXU Holdings (UBS), L.P., (xlvii) AEH Holdings GP, LLC, (xlviii) AP AEH, L.P., (xlix) Apollo Management VII, L.P., (l) AIF VII Management, LLC, (li) Apollo Management, L.P., (lii) Apollo Management GP, LLC, (liii) CLF Finance Company, LLC. ( CLF Finance ), (liv) Apollo Credit Liquidity Fund, L.P., (lv) Apollo Credit Liquidity Management, L.P., (lvi) Apollo Credit Liquidity Management GP, LLC, (lvii) AEC (Lux) S.à r.l. ( AEC (Lux) ), (lviii) Apollo European Credit Management, L.P., (lix) Apollo European Credit Management GP, LLC, (lx) AESI (Holdings) II, L.P. ( AESI (Holdings) II ), (lxi) AESI II Power Trust Management LLC ( AESI II Power Trust Management ), (lxii) AESI II, L.P., (lxiii) Apollo European Strategic Management, L.P., (lxiv) Apollo European Strategic Management GP, LLC, (lxv) AP Investment Europe III Power Trust Management LLC ( AP IE III Power Trust Management ), (lxvi) AP Investment Europe III, L.P. ( AP IE III ), (lxvii) Apollo Europe Management III, LLC, (lxviii) ANS US Holdings Ltd. ( ANS US ), (lxix) Apollo SK Strategic |
112
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Investments, L.P., (lxx) Apollo SK Strategic Management, LLC, (lxxi) Apollo Centre Street Partnership Power Trust Management LLC, (lxxii) Apollo Centre Street Partnership, L.P. ( Centre Street LP ), (lxxiii) Apollo Centre Street Management, LLC, (lxxiv) Apollo Credit Opportunity Fund III AIV I Power Trust Management LLC ( COF III AIV I Power Trust Management ), (lxxv) Apollo Credit Opportunity Fund III AIV I LP, (lxxvi) Apollo Credit Opportunity Trading Fund III ( Opportunity Trading Fund III ), (lxxvii) Apollo Credit Opportunity Fund III LP, (lxxviii) Apollo Credit Opportunity Fund (Offshore) III LP, (lxxix) Apollo Credit Opportunity Management III LLC, (lxxx) Apollo Franklin Partnership, L.P. ( Franklin LP ), (lxxxi) Apollo Franklin Management, LLC, (lxxxii) Apollo Hercules Partners, L.P. ( Hercules LP ), (lxxxiii) Apollo Hercules Management, LLC, (lxxxiv) Apollo Lincoln Fixed Income Fund, L.P. ( Lincoln Fixed Income Fund ), (lxxxv) Apollo Lincoln Fixed Income Management, LLC, (lxxxvi) Apollo Lincoln Private Credit Fund Power Trust Management LLC ( LPC Power Trust Management ), (lxxxvii) Apollo Lincoln Private Credit Fund, L.P. ( Lincoln Private Credit Fund ), (lxxxviii) Apollo Lincoln Private Credit Management, LLC, (lxxxix) Apollo Union Street Partners, L.P. ( Union Street LP ), (xc) Apollo Union Street Management, LLC, (xci) COF II (ST), LLC ( COF II (ST) ), (xcii) Apollo Credit Opportunity Management, LLC, (xciii) Apollo SPN Investments I Power Trust Management LLC ( SPN Power Trust Management ), (xciv) Apollo SPN Investments I (Credit), LLC ( SPN Investments I (Credit) ), (xcv) Apollo SPN Investments I, L.P., (xcvi) Apollo SPN Management, LLC, (xcvii) Apollo Credit Master Fund Ltd. ( Credit Master Fund ), (xcviii) Apollo ST Fund Management LLC, (xcix) Apollo ST Operating LP, (c) Apollo ST Capital LLC, (ci) Stone Tower CDO II Ltd. ( ST CDO II ), (cii) Apollo ST Debt Advisors, LLC, (ciii) ST Management Holdings, LLC, (civ) Apollo Zeus Strategic Investments Power Trust Management LLC ( Zeus Power Trust Management ), (cv) Apollo Zeus Strategic Investments, L.P., (cvi) Apollo Zeus Strategic Management, LLC, (cvii) Apollo Capital Management, L.P., (cviii) Apollo Capital Management GP, LLC, (cix) Apollo Management Holdings, L.P., and (cx) Apollo Management Holdings GP, LLC. The foregoing are collectively referred to herein as the Reporting Persons ). LS V S.à r.l., LSR LLC, Leroy DH, ACLF Co-Invest Fund, Zeus LP, SOMA Fund, AEH (CB), AEH (PEC), AP VII TXU (CS), CLF Finance, AEC (Lux), AESI (Holdings) II, AP IE III, ANS US, Centre Street LP, Opportunity Trading Fund III, Franklin LP, Hercules LP, Lincoln Fixed Income Fund, Lincoln Private Credit Fund, Union Street LP, COF II (ST), SPN Investments I (Credit), Credit Master Fund and ST CDO II each hold shares of Common Stock of the Issuer (collectively, and together with AP VII TXU (UBS), the Apollo Funds ). AP VII TXU (UBS) is the sole beneficiary of a trust that holds shares of Common Stock of the Issuer. SOMA Power Trust Management, AESI II Power Trust Management, AP IE III Power Trust Management, Centre St Power Trust Management, COF III AIV I Power Trust Management, LPC Power Trust Management, SPN Power Trust Management and Zeus Power Trust Management (collectively, the Apollo Portfolio Managers ) serve as portfolio managers for various trusts that hold shares of Common Stock of the Issuer.
113
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LeverageSource V, L.P. is the sole shareholder of LS V S.à r.l., LS V GP, LLC serves as the general partner of LeverageSource V, L.P., and LeverageSource Holdings, L.P. w/r/t Series V serves as the sole member of LS V GP, LLC. LeverageSource III, L.P. serves as the sole member of LSR LLC, LS III GP, LLC serves as the general partner of LeverageSource III, L.P., and LeverageSource Holdings, L.P. w/r/t Series III serves as the sole member of LS III GP, LLC. LeverageSource Holdings GP, LLC serves as the general partner of each of LeverageSource Holdings, L.P. w/r/t Series III and LeverageSource Holdings, L.P. w/r/t Series V. LeverageSource, L.P. serves as the sole member of LeverageSource Holdings GP, LLC. Apollo Advisors VI (EH), L.P. and Apollo Advisors VII (EH), L.P. each serve as a general partner of LeverageSource, L.P. Apollo Advisors VI (EH-GP), Ltd. serves as the general partner of Apollo Advisors VI (EH), L.P., and Apollo Advisors VII (EH-GP), Ltd. serves as the general partner of Apollo Advisors VII (EH), L.P. Apollo Principal Holdings III, L.P. is the sole shareholder of each of Apollo Advisors VI (EH-GP), Ltd. and Apollo Advisors VII (EH-GP), Ltd. Leroy DH GP, LLC serves as the general partner of Leroy DH. ANRP II (Debt AIV), L.P. serves as the sole member of Leroy DH GP, LLC, and Apollo ANRP Advisors II, L.P. serves as the general partner of ANRP II (Debt AIV), L.P. Apollo ANRP Capital Management II, LLC serves as the general partner of Apollo ANRP Advisors II, L.P., and APH Holdings, L.P. serves as the sole member of Apollo ANRP Capital Management II, LLC. Apollo Principal Holdings III GP, Ltd. serves as the general partner of each of Apollo Principal Holdings III, L.P. and APH Holdings, L.P. Apollo Credit Liquidity Advisors, L.P. serves as the general partner of ACLF Co-Invest Fund, and Apollo Credit Liquidity Capital Management, LLC serves as the general partner of Apollo Credit Liquidity Advisors, L.P. Apollo Zeus Strategic Advisors, L.P. serves as the general partner of Zeus LP, and Apollo Zeus Strategic Advisors, LLC serves as the general partner of Apollo Zeus Strategic Advisors, L.P. SOMA Fund serves as the sole member of SOMA Power Trust Management. Apollo SOMA Advisors, L.P. serves as the general partner of SOMA Fund, and Apollo SOMA Capital Management, LLC serves as the general partner of Apollo SOMA Advisors, L.P. APH Holdings (DC), L.P. serves as the sole member of each of Apollo Credit Liquidity Capital Management, LLC, Apollo Zeus Strategic Advisors, LLC and Apollo SOMA Capital Management, LLC. Apollo Principal Holdings IV GP, Ltd. serves as the general partner of APH Holdings (DC), L.P. Apollo SVF Management, L.P. serves as the investment manager of SOMA Fund, and Apollo SVF Management GP, LLC serves as the general partner of Apollo SVF Management, L.P. AEH (CB) GP, LLC serves as the general partner of AEH (CB). AEH Holdings (CB), L.P. is the sole member and serves as a manager of AEH (CB) GP, LLC. AP VII TXU (CS) GP, LLC serves as the general partner of AP VII TXU (CS), and AP VII TXU Holdings (CS), L.P. serves as the sole member and manager of AP VII TXU (CS) GP, LLC. AP VII TXU (UBS) GP, LLC serves as the general partner of AP VII TXU (UBS), and AP VII TXU Holdings (UBS), L.P. serves as the sole member of AP VII TXU (UBS) GP, LLC. AEH Holdings GP, LLC serves as the general partner of each of AEH Holdings (CB), L.P., AEH (PEC), AP VII TXU Holdings (CS), L.P. and AP VII TXU Holdings (UBS), L.P. AP AEH, L.P. serves as the sole member of AEH Holdings GP, LLC. Apollo Management VII, L.P. serves as the investment manager of AP AEH, L.P., and AIF VII Management, LLC serves as the general partner of Apollo Management VII, L.P. Apollo Management, L.P. serves as the sole member-manager of AIF VII Management, LLC, and Apollo Management GP, LLC serves as the general partner of Apollo Management, L.P.
114
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Apollo Credit Liquidity Fund, L.P. serves as the sole member of CLF Finance. Apollo Credit Liquidity Management, L.P. serves as the investment manager of Apollo Credit Liquidity Fund, L.P., and Apollo Credit Liquidity Management GP, LLC serves as the general partner of Apollo Credit Liquidity Management, L.P. Apollo European Credit Management, L.P. serves as the investment manager of AEC (Lux), and Apollo European Credit Management GP, LLC serves as the general partner of Apollo European Credit Management, L.P. AESI II, L.P. serves as the sole member of AESI II Power Trust Management. Apollo European Strategic Management, L.P. serves as the investment manager of each of AESI (Holdings) II and AESI II, L.P. Apollo European Strategic Management GP, LLC serves as the general partner of Apollo European Strategic Management, L.P. AP IE III serves as the sole member of AP IE III Power Trust Management. Apollo Europe Management III, LLC serves as the investment manager of AP IE III. Apollo SK Strategic Investments, L.P. serves as the sole shareholder of ANS US. Apollo SK Strategic Management, LLC serves as the investment manager of Apollo SK Strategic Investments, L.P. Centre Street LP serves as the sole member of Centre St Power Trust Management. Apollo Centre Street Management, LLC serves as the investment manager of Centre Street LP. Apollo Credit Opportunity Fund III AIV I LP serves as the sole member of COF III AIV I Power Trust Management. Apollo Credit Opportunity Fund III LP and Apollo Credit Opportunity Fund (Offshore) III LP each serve as general partners of Opportunity Trading Fund III. Apollo Credit Opportunity Management III LLC serves as the investment manager of each of Apollo Credit Opportunity Fund III AIV I LP and Opportunity Trading Fund III. Apollo Franklin Management, LLC serves as the investment manager of Franklin LP, Apollo Hercules Management, LLC serves as the investment manager of Hercules LP, and Apollo Lincoln Fixed Income Management, LLC serves as the investment manager of Lincoln Fixed Income Fund. Lincoln Private Credit Fund serves as the sole member of LPC Power Trust Management. Apollo Lincoln Private Credit Management, LLC serves as the investment manager of Lincoln Private Credit Fund. Apollo Union Street Management, LLC serves as the investment manager of Union Street LP, and Apollo Credit Opportunity Management, LLC serves as the investment manager of COF II (ST).
115
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| Apollo SPN Investments I, L.P. serves as the sole member of each of SPN Power Trust Management and SPN Investments I (Credit). Apollo SPN Management, LLC serves as the investment manager of Apollo SPN Investments I, L.P. Apollo ST Fund Management LLC serves as the investment manager of Credit Master Fund. Apollo ST Operating LP serves as the sole member of Apollo ST Fund Management LLC, and Apollo ST Capital LLC serves as the general partner of Apollo ST Operating LP. Apollo ST Debt Advisors LLC serves as the manager of ST CDO II. ST Management Holdings, LLC serves as the sole member of each of Apollo ST Capital LLC and Apollo ST Debt Advisors LLC. Apollo Zeus Strategic Investments, L.P. serves as the sole member of Zeus Power Trust Management. Apollo Zeus Strategic Management, LLC serves as the investment manager of Apollo Zeus Strategic Investments, L.P. Apollo Capital Management, L.P. serves as the sole member of each of Apollo SVF Management GP, LLC, Apollo Credit Liquidity Management GP, LLC, Apollo European Strategic Management GP, LLC, Apollo Europe Management III, LLC, Apollo Centre Street Management, LLC, Apollo Credit Opportunity Management III LLC, Apollo Franklin Management, LLC, Apollo Hercules Management, LLC, Apollo Lincoln Fixed Income Management, LLC, Apollo Lincoln Private Credit Management, LLC, Apollo Union Street Management, LLC, Apollo Credit Opportunity Management, LLC, Apollo SPN Management, LLC and Apollo Zeus Strategic Management, LLC, and the sole member and manager or sole member-manager of each of Apollo European Credit Management GP, LLC, Apollo SK Strategic Management, LLC and ST Management Holdings, LLC. Apollo Capital Management GP, LLC serves as the general partner of Apollo Capital Management, L.P. Apollo Management Holdings, L.P. serves as the sole member-manager of Apollo Management GP, LLC and Apollo Capital Management GP, LLC. Apollo Management Holdings GP, LLC serves as the general partner of Apollo Management Holdings, L.P. | |
|---|---|
| (b) | Address of Principal Business Office or, if none, Residence The principal office of each of LS V S.à r.l. and AEC (Lux) is c/o AMI (Luxembourg) S.à. r.l., Le Dôme, 3 rd Floor, 2-8, Avenue Charles de Gaulle, L-1653, Luxembourg. The principal office of each of Credit Master Fund, Apollo Advisors VI (EH-GP), Ltd., Apollo Advisors VII (EH), L.P., Apollo Advisors VII (EH-GP), Ltd., Apollo Principal Holdings III, L.P., Apollo Principal Holdings III GP, Ltd. and ANS US is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, Grand Cayman, KY-9008, Cayman Islands. The principal office of ST CDO II is c/o Deutsche Bank (Cayman) Limited, Boundary Hall, Cricket Square, P.O. Box 1984, George Town, Grand Cayman KY1-1104, Cayman Islands. |
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| The principal office of each of LeverageSource V, L.P., LS V GP, LLC, LeverageSource Holdings, L.P. w/r/t Series V, LeverageSource III, L.P., LS III GP, LLC, LeverageSource Holdings, L.P. w/r/t Series III, LeverageSource Holdings GP, LLC, LeverageSource, L.P., Leroy DH, Leroy DH GP, LLC, ANRP II (Debt AIV), L.P., Apollo ANRP Advisors II, L.P., Apollo ANRP Capital Management II, LLC, APH Holdings, L.P., ACLF Co-Invest Fund, Apollo Credit Liquidity Advisors, L.P., Apollo Credit Liquidity Capital Management, LLC, Zeus LP, Apollo Zeus Strategic Advisors, L.P., Apollo Zeus Strategic Advisors, LLC, SOMA Power Trust Management, SOMA Fund, Apollo SOMA Advisors, L.P., Apollo SOMA Capital Management, LLC, APH Holdings (DC), L.P., Apollo Principal Holdings IV GP, Ltd., AEH (CB), AEH (CB) GP, LLC, AEH Holdings (CB), L.P., AEH (PEC), AP VII TXU (CS), AP VII TXU (CS) GP, LLC, AP VII TXU Holdings (CS), L.P., AP VII TXU (UBS), AP VII TXU (UBS) GP, LLC, AP VII TXU Holdings (UBS), L.P., AEH Holdings GP, LLC, AP AEH, L.P., CLF Finance, Apollo Credit Liquidity Fund, L.P., Apollo Credit Liquidity Management, L.P., Apollo Credit Liquidity Management GP, LLC, AESI (Holdings) II, AESI II Power Trust Management, AESI II, L.P., AP IE III Power Trust Management, AP IE III, Apollo SK Strategic Investments, L.P., Centre St Power Trust Management, Centre Street LP, Apollo Centre Street Management, LLC, COF III AIV I Power Trust Management, Apollo Credit Opportunity Fund III AIV I LP, Opportunity Trading Fund III, Apollo Credit Opportunity Fund III LP, Apollo Credit Opportunity Fund (Offshore) III LP, Franklin LP, Lincoln Fixed Income Fund, LPC Power Trust Management, Lincoln Private Credit Fund, Union Street LP, COF II (ST), SPN Power Trust Management, SPN Investments I (Credit), Apollo SPN Management, LLC, Zeus Power Trust Management and Apollo Zeus Strategic Investments, L.P.is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal office of each of LSR LLC, Apollo SVF Management, L.P., Apollo SVF Management GP, LLC, Apollo Management VII, L.P., AIF VII Management, LLC, Apollo Management, L.P., Apollo Management GP, LLC, Apollo European Credit Management, L.P., Apollo European Credit Management GP, LLC, Apollo European Strategic Management, L.P., Apollo European Strategic Management GP, LLC, Apollo Europe Management III, LLC, Apollo SK Strategic Management, LLC, Apollo Credit Opportunity Management III LLC, Apollo Franklin Management, LLC, Hercules LP, Apollo Hercules Management, LLC, Apollo Lincoln Fixed Income Management, LLC, Apollo Lincoln Private Credit Management, LLC, Apollo Union Street Management, LLC, Apollo Credit Opportunity Management, LLC, Apollo SPN Investments I, L.P., Apollo ST Fund Management LLC, Apollo ST Operating LP, Apollo ST Capital LLC, Apollo ST Debt Advisors LLC, ST Management Holdings, LLC, Apollo Zeus Strategic Management, LLC, Apollo Capital Management, L.P., Apollo Capital Management GP, LLC, Apollo Management Holdings, L.P. and Apollo Management Holdings GP, LLC is 9 W. 57th Street, 43rd Floor, New York, New York 10019. | |
|---|---|
| (c) | Citizenship LS V S.à r.l. and AEC (Lux) are each private limited liability companies incorporated under the laws of Luxembourg. LeverageSource V, L.P., LeverageSource III, L.P., Leroy DH, ANRP II (Debt AIV), L.P., Apollo ANRP Advisors II, L.P., Apollo Credit Liquidity Advisors, L.P., SOMA Fund, Apollo SOMA Advisors, L.P., Apollo SVF Management, L.P., AEH (CB), AEH Holdings (CB), L.P., AEH (PEC), AP VII TXU (CS), AP VII TXU Holdings (CS), L.P., AP VII TXU (UBS), AP VII TXU Holdings (UBS), L.P., AP AEH, |
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| L.P., Apollo Management VII, L.P., Apollo Management, L.P., Apollo Credit Liquidity Fund, L.P., Apollo Credit Liquidity Management, L.P., Apollo European Credit Management, L.P., Apollo European Strategic Management, L.P., Centre Street LP, Apollo Credit Opportunity Fund III AIV I LP, Apollo Credit Opportunity Fund III LP, Apollo Credit Opportunity Fund (Offshore) III LP, Franklin LP, Lincoln Fixed Income Fund, Lincoln Private Credit Fund, Apollo ST Operating LP, Apollo Capital Management, L.P. and Apollo Management Holdings, L.P. are each Delaware limited partnerships. LeverageSource Holdings, L.P. w/r/t Series V and LeverageSource Holdings, L.P. w/r/t Series III are each Delaware series limited partnerships. Opportunity Trading Fund III is a Delaware general partnership. LS V GP, LLC, LSR LLC, LS III GP, LLC, LeverageSource Holdings GP, LLC, Leroy DH GP, LLC, Apollo ANRP Capital Management II, LLC, Apollo Credit Liquidity Capital Management, LLC, Apollo Zeus Strategic Advisors, LLC, SOMA Power Trust Management, Apollo SOMA Capital Management, LLC, Apollo SVF Management GP, LLC, AEH (CB) GP, LLC, AP VII TXU (CS) GP, LLC, AP VII TXU (UBS) GP, LLC, AEH Holdings GP, LLC, AIF VII Management, LLC, Apollo Management GP, LLC, CLF Finance, Apollo Credit Liquidity Management GP, LLC, Apollo European Credit Management GP, LLC, AESI II Power Trust Management, Apollo European Strategic Management GP, LLC, AP IE III Power Trust Management, Apollo Europe Management III, LLC, Apollo SK Strategic Management, LLC, Centre St Power Trust Management, Apollo Centre Street Management, LLC, COF III AIV I Power Trust Management, Apollo Credit Opportunity Management III LLC, Apollo Franklin Management, LLC, Apollo Hercules Management, LLC, Apollo Lincoln Fixed Income Management, LLC, LPC Power Trust Management, Apollo Lincoln Private Credit Management, LLC, Apollo Union Street Management, LLC, COF II (ST), Apollo Credit Opportunity Management, LLC, SPN Power Trust Management, SPN Investments I (Credit), Apollo SPN Management, LLC, Apollo ST Fund Management LLC, Apollo ST Capital LLC, Apollo ST Debt Advisors LLC, ST Management Holdings, LLC, Zeus Power Trust Management, Apollo Zeus Strategic Management, LLC, Apollo Capital Management GP, LLC and Apollo Management Holdings GP, LLC are each Delaware limited liability companies. LeverageSource, L.P., Apollo Advisors VI (EH), L.P., Apollo Advisors VII (EH), L.P., Apollo Principal Holdings III, L.P., APH Holdings, L.P., Zeus LP, Apollo Zeus Strategic Advisors, L.P., APH Holdings (DC), L.P., AESI (Holdings) II, AESI II, L.P., AP IE III, Apollo SK Strategic Investments, L.P., Hercules LP, Union Street LP, Apollo SPN Investments I, L.P. and Apollo Zeus Strategic Investments, L.P. are each exempted limited partnerships registered in the Cayman Islands. Apollo Advisors VI (EH-GP), Ltd, Apollo Advisors VII (EH-GP), Ltd., Apollo Principal Holdings III GP, Ltd., Apollo Principal Holdings IV GP, Ltd., ANS US, Credit Master Fund and ST CDO II are each exempted companies incorporated in the Cayman Islands with limited liability. | |
|---|---|
| (d) | Title of Class of Securities Common stock, par value $0.01 (the Common Stock). |
| (e) | CUSIP Number 92840M102 |
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| Item 3. |
|---|
| Not applicable. |
| Item 4. | |
|---|---|
| (a) | Amount beneficially owned: |
| LS V S.à r.l. | 1,639,954 |
|---|---|
| LeverageSource V, L.P. | 1,639,954 |
| LS V GP, LLC | 1,639,954 |
| LeverageSource Holdings, L.P. w/r/t Series V | 1,639,954 |
| LSR LLC | 4,578,999 |
| LeverageSource III, L.P. | 4,578,999 |
| LS III GP, LLC | 4,578,999 |
| LeverageSource Holdings, L.P. w/r/t Series III | 4,578,999 |
| LeverageSource Holdings GP, LLC | 6,218,953 |
| LeverageSource, L.P | 6,218,953 |
| Apollo Advisors VI (EH), L.P. | 6,218,953 |
| Apollo Advisors VI (EH-GP), Ltd. | 6,218,953 |
| Apollo Advisors VII (EH), L.P. | 6,218,953 |
| Apollo Advisors VII (EH-GP), Ltd. | 6,218,953 |
| Apollo Principal Holdings III, L.P. | 6,218,953 |
| Leroy DH | 2,044,795 |
| Levoy DH GP, LLC | 2,044,795 |
| ANRP II (Debt AIV), L.P. | 2,044,795 |
| Apollo ANRP Advisors II, L.P. | 2,044,795 |
| Apollo ANRP Capital Management II, LLC | 2,044,795 |
| APH Holdings, L.P. | 2,044,795 |
| Apollo Principal Holdings III GP, Ltd. | 8,263,748 |
| ACLF Co-Invest Fund | 1,892,991 |
| Apollo Credit Liquidity Advisors, L.P. | 1,892,991 |
| Apollo Credit Liquidity Capital Management, LLC | 1,892,991 |
| Zeus LP | 142,420 |
| Apollo Zeus Strategic Advisors, L.P. | 142,420 |
| Apollo Zeus Strategic Advisors, LLC | 142,420 |
| SOMA Power Trust Management | 852,384 |
| SOMA Fund | 878,069 |
| Apollo SOMA Advisors, L.P. | 878,069 |
| Apollo SOMA Capital Management, LLC | 878,069 |
| APH Holdings (DC), L.P. | 2,913,480 |
| Apollo Principal Holdings IV GP, Ltd. | 2,913,480 |
| Apollo SVF Management, L.P. | 878,069 |
| Apollo SVF Management GP, LLC | 878,069 |
| AEH (CB) | 8,329,209 |
| AEH (CB) GP, LLC | 8,329,209 |
| AEH Holdings (CB), L.P. | 8,329,209 |
| AEH (PEC) | 3,463,600 |
| AP VII TXU (CS) | 10,957,755 |
| AP VII TXU (CS) GP, LLC | 10,957,755 |
| AP VII TXU Holdings (CS), L.P. | 10,957,755 |
| AP VII TXU (UBS) | 5,799,414 |
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| AP VII TXU (UBS) GP, LLC | 5,799,414 |
|---|---|
| AP VII TXU Holdings (UBS), L.P. | 5,799,414 |
| AEH Holdings GP, LLC | 5,799,414 |
| AP AEH, L.P. | 28,549,978 |
| Apollo Management VII, L.P. | 28,549,978 |
| AIF VII Management, LLC | 28,549,978 |
| Apollo Management, L.P. | 28,549,978 |
| Apollo Management GP, LLC | 28,549,978 |
| CLF Finance | 2,635,784 |
| Apollo Credit Liquidity Fund, L.P. | 2,635,784 |
| Apollo Credit Liquidity Management, L.P. | 2,635,784 |
| Apollo Credit Liquidity Management GP, LLC | 2,635,784 |
| AEC (Lux) | 266,116 |
| Apollo European Credit Management, L.P. | 266,116 |
| Apollo European Credit Management GP, LLC | 266,116 |
| AESI (Holdings) II | 129,420 |
| AESI II Power Trust Management | 255,090 |
| AESI II, L.P. | 255,090 |
| Apollo European Strategic Management, L.P. | 384,510 |
| Apollo European Strategic Management GP, LLC | 384,510 |
| AP IE III Power Trust Management | 261,349 |
| AP IE III | 295,321 |
| Apollo Europe Management III, LLC | 295,321 |
| ANS US | 158,194 |
| Apollo SK Strategic Investments, L.P. | 158,194 |
| Apollo SK Strategic Management, LLC | 158,194 |
| Centre ST Power Trust Management | 432,817 |
| Centre Street LP | 928,699 |
| Apollo Centre Street Management, LLC | 928,699 |
| COF III AIV I Power Trust Management | 3,319,198 |
| Apollo Credit Opportunity Fund III AIV I LP | 3,319,198 |
| Opportunity Trading Fund III | 1,415,208 |
| Apollo Credit Opportunity Fund III LP | 1,415,208 |
| Apollo Credit Opportunity Fund (Offshore) III LP | 1,415,208 |
| Apollo Credit Opportunity Management III LLC | 4,734,406 |
| Franklin LP | 135,053 |
| Apollo Franklin Management, LLC | 135,053 |
| Hercules LP | 320,222 |
| Apollo Hercules Management, LLC | 320,222 |
| Lincoln Fixed Income Fund | 25,592 |
| Apollo Lincoln Fixed Income Management, LLC | 25,592 |
| LPC Power Trust Management | 409,325 |
| Lincoln Private Credit Fund | 427,189 |
| Apollo Lincoln Private Credit Management, LLC | 427,189 |
| Union Street LP | 266,852 |
| Apollo Union Street Management, LLC | 266,852 |
| COF II (ST) | 158,817 |
| Apollo Credit Opportunity Management, LLC | 158,817 |
| SPN Power Trust Management | 1,079,586 |
| SPN Investments I (Credit) | 474,719 |
| Apollo SPN Investments I, L.P. | 1,554,305 |
120
SEQ.=1,FOLIO='120',FILE='C:\JMS\109417\18-5863-5\task8738363\5863-5-ci.htm',USER='109417',CD='Feb 14 15:04 2018'
| Apollo SPN Management, LLC | 1,554,305 |
|---|---|
| Credit Master Fund | 441,218 |
| Apollo ST Fund Management LLC | 441,218 |
| Apollo ST Operating LP | 441,218 |
| Apollo ST Capital LLC | 441,218 |
| ST CDO II | 30,380 |
| Apollo ST Debt Advisors, LLC | 30,380 |
| ST Management Holdings, LLC | 471,598 |
| Zeus Power Trust Management | 416,251 |
| Apollo Zeus Strategic Investments, L.P. | 416,251 |
| Apollo Zeus Strategic Management, LLC | 416,251 |
| Apollo Capital Management, L.P. | 15,982,853 |
| Apollo Capital Management GP, LLC | 15,982,853 |
| Apollo Management Holdings, L.P. | 44,532,831 |
| Apollo Management Holdings GP, LLC | 44,532,831 |
The shares reported as beneficially owned by AP VII TXU (UBS) represent shares of Common Stock held by a trust of which AP VII TXU (UBS) is the sole beneficiary. The number of shares reported as beneficially owned by each of the Portfolio Managers represent shares of Common Stock held by the trust managed by that Portfolio Manager, for which the Portfolio Manager has the authority to vote and to make investment decisions. The shares of Common Stock reported as beneficially owned by the Portfolio Managers are also included in the shares reported as beneficially owned by the members of the Portfolio Managers, the direct and indirect general partners and members of the member, and Apollo Principal Holdings IV GP, Ltd., Capital Management, Capital Management GP, Management Holdings and Management Holdings GP.
Each of the Apollo Funds disclaims beneficial ownership of all shares of the Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the other Reporting Persons, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the directors of Apollo Principal Holdings III GP, Ltd. and Apollo Principal Holdings IV GP, Ltd., and the managers, as well as executive officers, of Apollo Management Holdings GP, LLC, disclaims beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b) Percent of class:
| LS V S.à r.l. | 0.4 |
|---|---|
| LeverageSource V, L.P. | 0.4 % |
| LS V GP, LLC | 0.4 % |
| LeverageSource Holdings, L.P. w/r/t Series V | 0.4 % |
| LSR LLC | 1.1 % |
| LeverageSource III, L.P. | 1.1 % |
121
SEQ.=1,FOLIO='121',FILE='C:\JMS\109417\18-5863-5\task8738363\5863-5-ci.htm',USER='109417',CD='Feb 14 15:04 2018'
| LS III GP, LLC | 1.1 |
|---|---|
| LeverageSource Holdings, L.P. w/r/t Series III | 1.1 % |
| LeverageSource Holdings GP, LLC | 1.5 % |
| LeverageSource, L.P | 1.5 % |
| Apollo Advisors VI (EH), L.P. | 1.5 % |
| Apollo Advisors VI (EH-GP), Ltd. | 1.5 % |
| Apollo Advisors VII (EH), L.P. | 1.5 % |
| Apollo Advisors VII (EH-GP), Ltd. | 1.5 % |
| Apollo Principal Holdings III, L.P. | 1.5 % |
| Leroy DH | 0.5 % |
| Levoy DH GP, LLC | 0.5 % |
| ANRP II (Debt AIV), L.P. | 0.5 % |
| Apollo ANRP Advisors II, L.P. | 0.5 % |
| Apollo ANRP Capital Management II, LLC | 0.5 % |
| APH Holdings, L.P. | 0.5 % |
| Apollo Principal Holdings III GP, Ltd. | 1.9 % |
| ACLF Co-Invest Fund | 0.4 % |
| Apollo Credit Liquidity Advisors, L.P. | 0.4 % |
| Apollo Credit Liquidity Capital Management, LLC | 0.4 % |
| Zeus LP | 0.0 % |
| Apollo Zeus Strategic Advisors, L.P. | 0.0 % |
| Apollo Zeus Strategic Advisors, LLC | 0.0 % |
| SOMA Power Trust Management | 0.2 % |
| SOMA Fund | 0.2 % |
| Apollo SOMA Advisors, L.P. | 0.2 % |
| Apollo SOMA Capital Management, LLC | 0.2 % |
| APH Holdings (DC), L.P. | 0.7 % |
| Apollo Principal Holdings IV GP, Ltd. | 0.7 % |
| Apollo SVF Management, L.P. | 0.2 % |
| Apollo SVF Management GP, LLC | 0.2 % |
| AEH (CB) | 1.9 % |
| AEH (CB) GP, LLC | 1.9 % |
| AEH Holdings (CB), L.P. | 1.9 % |
| AEH (PEC) | 0.8 % |
| AP VII TXU (CS) | 2.6 % |
| AP VII TXU (CS) GP, LLC | 2.6 % |
| AP VII TXU Holdings (CS), L.P. | 2.6 % |
| AP VII TXU (UBS) | 1.4 % |
| AP VII TXU (UBS) GP, LLC | 1.4 % |
| AP VII TXU Holdings (UBS), L.P. | 1.4 % |
| AEH Holdings GP, LLC | 6.7 % |
| AP AEH, L.P. | 6.7 % |
| Apollo Management VII, L.P. | 6.7 % |
| AIF VII Management, LLC | 6.7 % |
| Apollo Management, L.P. | 6.7 % |
| Apollo Management GP, LLC | 6.7 % |
| CLF Finance | 0.6 % |
| Apollo Credit Liquidity Fund, L.P. | 0.6 % |
| Apollo Credit Liquidity Management, L.P. | 0.6 % |
| Apollo Credit Liquidity Management GP, LLC | 0.6 % |
| AEC (Lux) | 0.1 % |
122
SEQ.=1,FOLIO='122',FILE='C:\JMS\109417\18-5863-5\task8738363\5863-5-ci.htm',USER='109417',CD='Feb 14 15:04 2018'
| Apollo European Credit Management, L.P. | 0.1 |
|---|---|
| Apollo European Credit Management GP, LLC | 0.1 % |
| AESI (Holdings) II | 0.0 % |
| AESI II Power Trust Management | 0.1 % |
| AESI II, L.P. | 0.1 % |
| Apollo European Strategic Management, L.P. | 0.1 % |
| Apollo European Strategic Management GP, LLC | 0.1 % |
| AP IE III Power Trust Management | 0.1 % |
| AP IE III | 0.1 % |
| Apollo Europe Management III, LLC | 0.1 % |
| ANS US | 0.0 % |
| Apollo SK Strategic Investments, L.P. | 0.0 % |
| Apollo SK Strategic Management, LLC | 0.0 % |
| Centre ST Power Trust Management | 0.1 % |
| Centre Street LP | 0.2 % |
| Apollo Centre Street Management, LLC | 0.2 % |
| COF III AIV I Power Trust Management | 0.8 % |
| Apollo Credit Opportunity Fund III AIV I LP | 0.8 % |
| Opportunity Trading Fund III | 0.3 % |
| Apollo Credit Opportunity Fund III LP | 0.3 % |
| Apollo Credit Opportunity Fund (Offshore) III LP | 0.3 % |
| Apollo Credit Opportunity Management III LLC | 1.1 % |
| Franklin LP | 0.0 % |
| Apollo Franklin Management, LLC | 0.0 % |
| Hercules LP | 0.1 % |
| Apollo Hercules Management, LLC | 0.1 % |
| Lincoln Fixed Income Fund | 0.0 % |
| Apollo Lincoln Fixed Income Management, LLC | 0.0 % |
| LPC Power Trust Management | 0.1 % |
| Lincoln Private Credit Fund | 0.1 % |
| Apollo Lincoln Private Credit Management, LLC | 0.1 % |
| Union Street LP | 0.1 % |
| Apollo Union Street Management, LLC | 0.1 % |
| COF II (ST) | 0.0 % |
| Apollo Credit Opportunity Management, LLC | 0.0 % |
| SPN Power Trust Management | 0.2 % |
| SPN Investments I (Credit) | 0.1 % |
| Apollo SPN Investments I, L.P. | 0.4 % |
| Apollo SPN Management, LLC | 0.4 % |
| Credit Master Fund | 0.1 % |
| Apollo ST Fund Management LLC | 0.1 % |
| Apollo ST Operating LP | 0.1 % |
| Apollo ST Capital LLC | 0.1 % |
| ST CDO II | 0.0 % |
| Apollo ST Debt Advisors, LLC | 0.0 % |
| ST Management Holdings, LLC | 0.1 % |
| Zeus Power Trust Management | 0.1 % |
| Apollo Zeus Strategic Investments, L.P. | 0.1 % |
| Apollo Zeus Strategic Management, LLC | 0.1 % |
| Apollo Capital Management, L.P. | 3.7 % |
| Apollo Capital Management GP, LLC | 3.7 % |
123
SEQ.=1,FOLIO='123',FILE='C:\JMS\109417\18-5863-5\task8738363\5863-5-ci.htm',USER='109417',CD='Feb 14 15:04 2018'
| Apollo Management Holdings, L.P. | 10.4 |
|---|---|
| Apollo Management Holdings GP, LLC | 10.4 % |
The percentage amounts are based on 428,425,233 shares of Common Stock outstanding as of January 19, 2018, as reported in the Rule 424(b)(3) Joint Proxy Statement and Prospectus filed by the Issuer with the Securities and Exchange Commission on January 25, 2018.
| (c) |
|---|
| (i) Sole power to vote or to direct the vote: 0 for all Reporting Persons (ii) Shared power to vote or to direct the vote: |
| LS V S.à r.l. | 1,639,954 |
|---|---|
| LeverageSource V, L.P. | 1,639,954 |
| LS V GP, LLC | 1,639,954 |
| LeverageSource Holdings, L.P. w/r/t Series V | 1,639,954 |
| LSR LLC | 4,578,999 |
| LeverageSource III, L.P. | 4,578,999 |
| LS III GP, LLC | 4,578,999 |
| LeverageSource Holdings, L.P. w/r/t Series III | 4,578,999 |
| LeverageSource Holdings GP, LLC | 6,218,953 |
| LeverageSource, L.P | 6,218,953 |
| Apollo Advisors VI (EH), L.P. | 6,218,953 |
| Apollo Advisors VI (EH-GP), Ltd. | 6,218,953 |
| Apollo Advisors VII (EH), L.P. | 6,218,953 |
| Apollo Advisors VII (EH-GP), Ltd. | 6,218,953 |
| Apollo Principal Holdings III, L.P. | 6,218,953 |
| Leroy DH | 2,044,795 |
| Levoy DH GP, LLC | 2,044,795 |
| ANRP II (Debt AIV), L.P. | 2,044,795 |
| Apollo ANRP Advisors II, L.P. | 2,044,795 |
| Apollo ANRP Capital Management II, LLC | 2,044,795 |
| APH Holdings, L.P. | 2,044,795 |
| Apollo Principal Holdings III GP, Ltd. | 8,263,748 |
| ACLF Co-Invest Fund | 1,892,991 |
| Apollo Credit Liquidity Advisors, L.P. | 1,892,991 |
| Apollo Credit Liquidity Capital Management, LLC | 1,892,991 |
| Zeus LP | 142,420 |
| Apollo Zeus Strategic Advisors, L.P. | 142,420 |
| Apollo Zeus Strategic Advisors, LLC | 142,420 |
| SOMA Power Trust Management | 852,384 |
| SOMA Fund | 878,069 |
| Apollo SOMA Advisors, L.P. | 878,069 |
| Apollo SOMA Capital Management, LLC | 878,069 |
| APH Holdings (DC), L.P. | 2,913,480 |
| Apollo Principal Holdings IV GP, Ltd. | 2,913,480 |
| Apollo SVF Management, L.P. | 878,069 |
| Apollo SVF Management GP, LLC | 878,069 |
| AEH (CB) | 8,329,209 |
124
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| AEH (CB) GP, LLC | 8,329,209 |
|---|---|
| AEH Holdings (CB), L.P. | 8,329,209 |
| AEH (PEC) | 3,463,600 |
| AP VII TXU (CS) | 10,957,755 |
| AP VII TXU (CS) GP, LLC | 10,957,755 |
| AP VII TXU Holdings (CS), L.P. | 10,957,755 |
| AP VII TXU (UBS) | 5,799,414 |
| AP VII TXU (UBS) GP, LLC | 5,799,414 |
| AP VII TXU Holdings (UBS), L.P. | 5,799,414 |
| AEH Holdings GP, LLC | 5,799,414 |
| AP AEH, L.P. | 28,549,978 |
| Apollo Management VII, L.P. | 28,549,978 |
| AIF VII Management, LLC | 28,549,978 |
| Apollo Management, L.P. | 28,549,978 |
| Apollo Management GP, LLC | 28,549,978 |
| CLF Finance | 2,635,784 |
| Apollo Credit Liquidity Fund, L.P. | 2,635,784 |
| Apollo Credit Liquidity Management, L.P. | 2,635,784 |
| Apollo Credit Liquidity Management GP, LLC | 2,635,784 |
| AEC (Lux) | 266,116 |
| Apollo European Credit Management, L.P. | 266,116 |
| Apollo European Credit Management GP, LLC | 266,116 |
| AESI (Holdings) II | 129,420 |
| AESI II Power Trust Management | 255,090 |
| AESI II, L.P. | 255,090 |
| Apollo European Strategic Management, L.P. | 384,510 |
| Apollo European Strategic Management GP, LLC | 384,510 |
| AP IE III Power Trust Management | 261,349 |
| AP IE III | 295,321 |
| Apollo Europe Management III, LLC | 295,321 |
| ANS US | 158,194 |
| Apollo SK Strategic Investments, L.P. | 158,194 |
| Apollo SK Strategic Management, LLC | 158,194 |
| Centre ST Power Trust Management | 432,817 |
| Centre Street LP | 928,699 |
| Apollo Centre Street Management, LLC | 928,699 |
| COF III AIV I Power Trust Management | 3,319,198 |
| Apollo Credit Opportunity Fund III AIV I LP | 3,319,198 |
| Opportunity Trading Fund III | 1,415,208 |
| Apollo Credit Opportunity Fund III LP | 1,415,208 |
| Apollo Credit Opportunity Fund (Offshore) III LP | 1,415,208 |
| Apollo Credit Opportunity Management III LLC | 4,734,406 |
| Franklin LP | 135,053 |
| Apollo Franklin Management, LLC | 135,053 |
| Hercules LP | 320,222 |
| Apollo Hercules Management, LLC | 320,222 |
| Lincoln Fixed Income Fund | 25,592 |
| Apollo Lincoln Fixed Income Management, LLC | 25,592 |
| LPC Power Trust Management | 409,325 |
| Lincoln Private Credit Fund | 427,189 |
| Apollo Lincoln Private Credit Management, LLC | 427,189 |
125
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| Union Street LP | 266,852 |
|---|---|
| Apollo Union Street Management, LLC | 266,852 |
| COF II (ST) | 158,817 |
| Apollo Credit Opportunity Management, LLC | 158,817 |
| SPN Power Trust Management | 1,079,586 |
| SPN Investments I (Credit) | 474,719 |
| Apollo SPN Investments I, L.P. | 1,554,305 |
| Apollo SPN Management, LLC | 1,554,305 |
| Credit Master Fund | 441,218 |
| Apollo ST Fund Management LLC | 441,218 |
| Apollo ST Operating LP | 441,218 |
| Apollo ST Capital LLC | 441,218 |
| ST CDO II | 30,380 |
| Apollo ST Debt Advisors, LLC | 30,380 |
| ST Management Holdings, LLC | 471,598 |
| Zeus Power Trust Management | 416,251 |
| Apollo Zeus Strategic Investments, L.P. | 416,251 |
| Apollo Zeus Strategic Management, LLC | 416,251 |
| Apollo Capital Management, L.P. | 15,982,853 |
| Apollo Capital Management GP, LLC | 15,982,853 |
| Apollo Management Holdings, L.P. | 44,532,831 |
| Apollo Management Holdings GP, LLC | 44,532,831 |
(iii) Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons (iv) Shared power to dispose or to direct the disposition of:
| LS V S.à r.l. | 1,639,954 |
|---|---|
| LeverageSource V, L.P. | 1,639,954 |
| LS V GP, LLC | 1,639,954 |
| LeverageSource Holdings, L.P. w/r/t Series V | 1,639,954 |
| LSR LLC | 4,578,999 |
| LeverageSource III, L.P. | 4,578,999 |
| LS III GP, LLC | 4,578,999 |
| LeverageSource Holdings, L.P. w/r/t Series III | 4,578,999 |
| LeverageSource Holdings GP, LLC | 6,218,953 |
| LeverageSource, L.P | 6,218,953 |
| Apollo Advisors VI (EH), L.P. | 6,218,953 |
| Apollo Advisors VI (EH-GP), Ltd. | 6,218,953 |
| Apollo Advisors VII (EH), L.P. | 6,218,953 |
| Apollo Advisors VII (EH-GP), Ltd. | 6,218,953 |
| Apollo Principal Holdings III, L.P. | 6,218,953 |
| Leroy DH | 2,044,795 |
| Levoy DH GP, LLC | 2,044,795 |
| ANRP II (Debt AIV), L.P. | 2,044,795 |
| Apollo ANRP Advisors II, L.P. | 2,044,795 |
| Apollo ANRP Capital Management II, LLC | 2,044,795 |
| APH Holdings, L.P. | 2,044,795 |
| Apollo Principal Holdings III GP, Ltd. | 8,263,748 |
| ACLF Co-Invest Fund | 1,892,991 |
| Apollo Credit Liquidity Advisors, L.P. | 1,892,991 |
126
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| Apollo Credit Liquidity Capital Management, LLC | 1,892,991 |
|---|---|
| Zeus LP | 142,420 |
| Apollo Zeus Strategic Advisors, L.P. | 142,420 |
| Apollo Zeus Strategic Advisors, LLC | 142,420 |
| SOMA Power Trust Management | 852,384 |
| SOMA Fund | 878,069 |
| Apollo SOMA Advisors, L.P. | 878,069 |
| Apollo SOMA Capital Management, LLC | 878,069 |
| APH Holdings (DC), L.P. | 2,913,480 |
| Apollo Principal Holdings IV GP, Ltd. | 2,913,480 |
| Apollo SVF Management, L.P. | 878,069 |
| Apollo SVF Management GP, LLC | 878,069 |
| AEH (CB) | 8,329,209 |
| AEH (CB) GP, LLC | 8,329,209 |
| AEH Holdings (CB), L.P. | 8,329,209 |
| AEH (PEC) | 3,463,600 |
| AP VII TXU (CS) | 10,957,755 |
| AP VII TXU (CS) GP, LLC | 10,957,755 |
| AP VII TXU Holdings (CS), L.P. | 10,957,755 |
| AP VII TXU (UBS) | 5,799,414 |
| AP VII TXU (UBS) GP, LLC | 5,799,414 |
| AP VII TXU Holdings (UBS), L.P. | 5,799,414 |
| AEH Holdings GP, LLC | 5,799,414 |
| AP AEH, L.P. | 28,549,978 |
| Apollo Management VII, L.P. | 28,549,978 |
| AIF VII Management, LLC | 28,549,978 |
| Apollo Management, L.P. | 28,549,978 |
| Apollo Management GP, LLC | 28,549,978 |
| CLF Finance | 2,635,784 |
| Apollo Credit Liquidity Fund, L.P. | 2,635,784 |
| Apollo Credit Liquidity Management, L.P. | 2,635,784 |
| Apollo Credit Liquidity Management GP, LLC | 2,635,784 |
| AEC (Lux) | 266,116 |
| Apollo European Credit Management, L.P. | 266,116 |
| Apollo European Credit Management GP, LLC | 266,116 |
| AESI (Holdings) II | 129,420 |
| AESI II Power Trust Management | 255,090 |
| AESI II, L.P. | 255,090 |
| Apollo European Strategic Management, L.P. | 384,510 |
| Apollo European Strategic Management GP, LLC | 384,510 |
| AP IE III Power Trust Management | 261,349 |
| AP IE III | 295,321 |
| Apollo Europe Management III, LLC | 295,321 |
| ANS US | 158,194 |
| Apollo SK Strategic Investments, L.P. | 158,194 |
| Apollo SK Strategic Management, LLC | 158,194 |
| Centre ST Power Trust Management | 432,817 |
| Centre Street LP | 928,699 |
| Apollo Centre Street Management, LLC | 928,699 |
| COF III AIV I Power Trust Management | 3,319,198 |
| Apollo Credit Opportunity Fund III AIV I LP | 3,319,198 |
127
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| Opportunity Trading Fund III | 1,415,208 |
|---|---|
| Apollo Credit Opportunity Fund III LP | 1,415,208 |
| Apollo Credit Opportunity Fund (Offshore) III LP | 1,415,208 |
| Apollo Credit Opportunity Management III LLC | 4,734,406 |
| Franklin LP | 135,053 |
| Apollo Franklin Management, LLC | 135,053 |
| Hercules LP | 320,222 |
| Apollo Hercules Management, LLC | 320,222 |
| Lincoln Fixed Income Fund | 25,592 |
| Apollo Lincoln Fixed Income Management, LLC | 25,592 |
| LPC Power Trust Management | 409,325 |
| Lincoln Private Credit Fund | 427,189 |
| Apollo Lincoln Private Credit Management, LLC | 427,189 |
| Union Street LP | 266,852 |
| Apollo Union Street Management, LLC | 266,852 |
| COF II (ST) | 158,817 |
| Apollo Credit Opportunity Management, LLC | 158,817 |
| SPN Power Trust Management | 1,079,586 |
| SPN Investments I (Credit) | 474,719 |
| Apollo SPN Investments I, L.P. | 1,554,305 |
| Apollo SPN Management, LLC | 1,554,305 |
| Credit Master Fund | 441,218 |
| Apollo ST Fund Management LLC | 441,218 |
| Apollo ST Operating LP | 441,218 |
| Apollo ST Capital LLC | 441,218 |
| ST CDO II | 30,380 |
| Apollo ST Debt Advisors, LLC | 30,380 |
| ST Management Holdings, LLC | 471,598 |
| Zeus Power Trust Management | 416,251 |
| Apollo Zeus Strategic Investments, L.P. | 416,251 |
| Apollo Zeus Strategic Management, LLC | 416,251 |
| Apollo Capital Management, L.P. | 15,982,853 |
| Apollo Capital Management GP, LLC | 15,982,853 |
| Apollo Management Holdings, L.P. | 44,532,831 |
| Apollo Management Holdings GP, LLC | 44,532,831 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
|---|---|
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. |
128
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| Item 9. |
|---|
| Not applicable. |
[The remainder of this page intentionally left blank.]
129
SEQ.=1,FOLIO='129',FILE='C:\JMS\109952\18-5863-5\task8738687\5863-5-ck.htm',USER='109952',CD='Feb 14 17:56 2018'
| Item 10. |
|---|
| Not applicable. |
*SIGNATURE*
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 14, 2018 | |||
|---|---|---|---|
| LEVERAGESOURCE V, S.À R.L. | |||
| By: | /s/ Katherine G. Newman | ||
| Name: | Katherine G. Neuman | ||
| Title: | Class A Manager | ||
| By: | /s/ David ONeill | ||
| Name: | David ONeill | ||
| Title: | Class B Manager | ||
| LEVERAGESOURCE V, L.P. | |||
| By: | LS V GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| LS V GP, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| LEVERAGESOURCE HOLDINGS, L.P. | |||
| with respect to SERIES V therof | |||
| By: | LeverageSource Holdings GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President |
130
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| LSR LOAN FUNDING LLC — By: | LeverageSource III, L.P. | ||
|---|---|---|---|
| its sole member | |||
| By: | LS III GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| LEVERAGESOURCE III, L.P. | |||
| By: | LS III GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| LS III GP, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| LEVERAGESOURCE HOLDINGS, L.P. | |||
| with respect to SERIES III therof | |||
| By: | LeverageSource Holdings GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| LEVERAGESOURCE HOLDINGS GP, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President |
131
SEQ.=1,FOLIO='131',FILE='C:\JMS\C902546\18-5863-5\task8739109\5863-5-cm.htm',USER='C902546',CD='Feb 14 21:37 2018'
| LEVERAGESOURCE, L.P. — By: | Apollo Advisors VI (EH), L.P. | |||
|---|---|---|---|---|
| its general partner | ||||
| By: | Apollo Advisors VI (EH-GP), Ltd. | |||
| its general partner | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| By: | Apollo Advisors VII (EH), L.P. | |||
| its general partner | ||||
| By: | Apollo Advisors VII (EH-GP), Ltd. | |||
| its general partner | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| APOLLO ADVISORS VI (EH), L.P. | ||||
| By: | Apollo Advisors VI (EH-GP), Ltd. | |||
| its general partner | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| APOLLO ADVISORS VI (EH-GP), LTD. | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| APOLLO ADVISORS VII (EH), L.P. | ||||
| By: | Apollo Advisors VII (EH-GP), Ltd. | |||
| its general partner | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President |
132
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| APOLLO ADVISORS VII (EH-GP), LTD. — By: | /s/ Laurie D. Medley | |||
|---|---|---|---|---|
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| APOLLO PRINCIPAL HOLDINGS III, L.P. | ||||
| By: | Apollo Principal Holdings III GP, Ltd. | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| LEROY DH, L.P. | ||||
| By: | Leroy DH GP, LLC | |||
| its general partner | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| LEROY DH GP, LLC | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| ANRP II (DEBT AIV), L.P. | ||||
| By: | Apollo ANRP Advisors II, L.P. | |||
| its general partner | ||||
| By: | Apollo ANRP Capital Management II, LLC | |||
| its general partner | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President |
133
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| APOLLO ANRP ADVISORS II, L.P. — By: | Apollo ANRP Capital Management II, LLC | |||
|---|---|---|---|---|
| its general partner | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| APOLLO ANRP CAPITAL MANAGEMENT II, LLC | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| APH HOLDINGS, L.P. | ||||
| By: | Apollo Principal Holdings III GP, Ltd. | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| APOLLO PRINCIPAL HOLDINGS III GP, LTD. | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| ACLF CO-INVESTMENT FUND, L.P. | ||||
| By: | Apollo Credit Liquidity Advisors, L.P. | |||
| its general partner | ||||
| By: | Apollo Credit Liquidity Capital Management, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President |
134
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| APOLLO CREDIT LIQUIDITY ADVISORS, L.P. | |||||
|---|---|---|---|---|---|
| By: | Apollo Credit Liquidity Capital Management, LLC | ||||
| its general partner: | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO CREDIT LIQUIDITY CAPITAL MANAGEMENT, LLC | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| ZEUS 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 | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO ZEUS STRATEGIC ADVISORS, L.P. | |||||
| By: | Apollo Zeus Strategic Advisors, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO ZEUS STRATEGIC ADVISORS, LLC | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
135
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| APOLLO SPECIAL OPPORTUNITIES MANAGED ACCOUNT POWER TRUST MANAGEMENT LLC | |||||
|---|---|---|---|---|---|
| By: | Apollo Special Opportunities Managed Account, L.P. | ||||
| its sole member | |||||
| By: | Apollo SOMA Advisors, L.P. | ||||
| its general partner | |||||
| By: | Apollo SOMA Capital Management, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice 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 | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO SOMA ADVISORS, L.P. | |||||
| By: | Apollo SOMA Capital Management, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO SOMA CAPITAL MANAGEMENT, LLC | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
136
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| APH HOLDINGS (DC), L.P. — By: | Apollo Principal Holdings IV GP, Ltd. | ||
|---|---|---|---|
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| APOLLO PRINCIPAL HOLDINGS IV GP, LTD. | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| APOLLO SVF MANAGEMENT, L.P. | |||
| By: | Apollo SVF Management GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| APOLLO SVF MANAGEMENT GP, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| AEH (CB), L.P. | |||
| By: | AEH (CB) GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| AEH (CB) GP, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President |
137
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| AEH HOLDINGS (CB), L.P. | |||||
|---|---|---|---|---|---|
| By: | AEH Holdings GP, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| AEH (PEC), L.P. | |||||
| By: | AEH Holdings GP, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| AP VIII TXU (CS), L.P. | |||||
| By: | AP VII TXU (CS) GP, LLC | ||||
| its general partner | |||||
| By: | AP VII TXU Holdings (CS), L.P. | ||||
| its manager | |||||
| By: | AEH Holdings GP, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| AP VII TXU (CS) GP, LLC | |||||
| By: | AP VII TXU Holdings (CS), L.P. | ||||
| its manager | |||||
| By: | AEH Holdings GP, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
138
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| AP VII TXU HOLDINGS (CS), L.P. — By: | AEH Holdings GP, LLC | |||
|---|---|---|---|---|
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| AP VII TXU (UBS), L.P. | ||||
| By: | AP VII TXU (UBS) GP, LLC | |||
| its general partner | ||||
| By: | AP VII TXU Holdings (UBS), L.P. | |||
| its sole member | ||||
| By: | AEH Holdings GP, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| AP VII TXU (UBS) GP, LLC | ||||
| By: | AP VII TXU Holdings (UBS), L.P. | |||
| its sole member | ||||
| By: | AEH Holdings GP, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| AP VII TXU HOLDINGS (UBS), L.P. | ||||
| By: | AEH Holdings GP, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President |
139
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| AEH HOLDINGS GP, LLC — By: | /s/ Joseph D. Glatt | |||
|---|---|---|---|---|
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| AP AEH, L.P. | ||||
| By: | Apollo Advisors VII (APO FC), L.P. | |||
| its general partner | ||||
| By: | Apollo Advisors VII (APO FC-GP), LLC | |||
| its general partner | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| APOLLO MANAGEMENT VII, L.P. | ||||
| By: | AIF VII Management, LLC | |||
| its general partner | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| AIF VII MANAGEMENT, LLC | ||||
| By: | /s/ Laurie D. Medley | |||
| Name: | Laurie D. Medley | |||
| Title: | Vice President | |||
| APOLLO MANAGEMENT, L.P. | ||||
| By: | Apollo Management GP, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President |
140
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| APOLLO MANAGEMENT GP, LLC | |||||
|---|---|---|---|---|---|
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| CLF FINANCE COMPANY, LLC | |||||
| By: | Apollo Credit Liquidity Fund, L.P. | ||||
| its sole member | |||||
| By: | Apollo Credit Liquidity Advisors, L.P. | ||||
| its general partner | |||||
| By: | Apollo Credit Liquidity Capital Management, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO CREDIT LIQUIDITY FUND, L.P. | |||||
| By: | Apollo Credit Liquidity Advisors, L.P. | ||||
| its general partner | |||||
| By: | Apollo Credit Liquidity Capital Management, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO CREDIT LIQUIDITY MANAGEMENT, L.P. | |||||
| By: | Apollo Credit Liquidity Management GP, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO CREDIT LIQUIDITY MANAGEMENT GP, LLC | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
141
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| 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 | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| APOLLO EUROPEAN CREDIT MANAGEMENT, L.P. | ||||
| By: | Apollo European Credit Management GP, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| APOLLO EUROPEAN CREDIT MANAGEMENT GP, LLC | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| AESI (HOLDINGS) II, L.P. | ||||
| By: | AES Advisors II, L.P. | |||
| its general partner | ||||
| By: | AES Advisors II GP, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President |
142
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| AESI II POWER TRUST MANAGEMENT LLC | |||||
|---|---|---|---|---|---|
| By: | AESI II, L.P. | ||||
| its sole member | |||||
| By: | AES Advisors II, L.P. | ||||
| its general partner | |||||
| By: | AES Advisors II GP, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| AESI II, L.P. | |||||
| By: | AES Advisors II, L.P. | ||||
| its general partner | |||||
| By: | AES Advisors II GP, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO EUROPEAN STRATEGIC MANAGEMENT, L.P. | |||||
| By: | Apollo European Strategic Management GP, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO EUROPEAN STRATEGIC MANAGEMENT GP, LLC | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
143
SEQ.=1,FOLIO='143',FILE='C:\JMS\109763\18-5863-5\task8738119\5863-5-cq.htm',USER='109763',CD='Feb 14 13:41 2018'
| AP INVESTMENT EUROPE III POWER TRUST MANAGEMENT LLC | |||||
|---|---|---|---|---|---|
| By: | AP Investment Europe III, L.P. | ||||
| its sole member | |||||
| By: | Apollo Europe Advisors III, L.P. | ||||
| its general partner | |||||
| By: | Apollo Europe Capital Management III, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| AP INVESTMENT EUROPE III, L.P. | |||||
| By: | Apollo Europe Advisors III, L.P. | ||||
| its general partner | |||||
| By: | Apollo Europe Capital Management III, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO EUROPE MANAGEMENT III, LLC | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| ANS U.S. HOLDINGS LTD. | |||||
| By: | Apollo SK Strategic Investments, L.P. | ||||
| its sole shareholder | |||||
| By: | Apollo SK Strategic Advisors, L.P. | ||||
| its general partner | |||||
| By: | Apollo SK Strategic Advisors, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
144
SEQ.=1,FOLIO='144',FILE='C:\JMS\109763\18-5863-5\task8738119\5863-5-cq.htm',USER='109763',CD='Feb 14 13:41 2018'
| APOLLO SK STRATEGIC INVESTMENTS, L.P. | |||||
|---|---|---|---|---|---|
| By: | Apollo SK Strategic Advisors, L.P. | ||||
| its general partner | |||||
| By: | Apollo SK Strategic Advisors, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO SK STRATEGIC MANAGEMENT, LLC | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO CENTRE STREET PARTNERSHIP | |||||
| POWER TRUST MANAGEMENT LLC | |||||
| By: | Apollo Centre Street Partnership, L.P. | ||||
| its sole member | |||||
| 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 | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| 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 | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
145
SEQ.=1,FOLIO='145',FILE='C:\JMS\109431\18-5863-5\task8738091\5863-5-cs.htm',USER='109431',CD='Feb 14 14:26 2018'
| APOLLO CENTRE STREET MANAGEMENT, LLC | |||||
|---|---|---|---|---|---|
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO CREDIT OPPORTUNITY FUND III AIV I | |||||
| POWER TRUST MANAGEMENT LLC | |||||
| By: | Apollo Credit Opportunity Fund III AIV I LP | ||||
| its sole member | |||||
| By: | Apollo Credit Opportunity Advisors III LP | ||||
| its general partner | |||||
| By: | Apollo Credit Opportunity Advisors III GP LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO CREDIT OPPORTUNITY FUND III AIV I LP | |||||
| By: | Apollo Credit Opportunity Advisors III LP | ||||
| its general partner | |||||
| By: | Apollo Credit Opportunity Advisors III GP LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
146
SEQ.=1,FOLIO='146',FILE='C:\JMS\109431\18-5863-5\task8738091\5863-5-cs.htm',USER='109431',CD='Feb 14 14:26 2018'
| 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 FCGP) LLC | ||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | 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 FCGP) LLC | ||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | 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 FCGP) LLC | ||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | 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 FCGP) LLC | ||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
147
SEQ.=1,FOLIO='147',FILE='C:\JMS\109431\18-5863-5\task8738091\5863-5-cs.htm',USER='109431',CD='Feb 14 14:26 2018'
| APOLLO CREDIT OPPORTUNITY MANAGEMENT III LLC — By: | /s/ Joseph D. Glatt | |||
|---|---|---|---|---|
| Name: | Joseph D. Glatt | |||
| Title: | 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 | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| APOLLO FRANKLIN MANAGEMENT, LLC | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| APOLLO HERCULES PARTNERS, L.P. | ||||
| By: | Apollo Hercules Advisors, L.P. | |||
| its general partner | ||||
| By: | Apollo Hercules Advisors GP, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| APOLLO HERCULES MANAGEMENT, LLC | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President |
148
SEQ.=1,FOLIO='148',FILE='C:\JMS\109431\18-5863-5\task8738091\5863-5-cs.htm',USER='109431',CD='Feb 14 14:26 2018'
| APOLLO LINCOLN FIXED INCOME FUND, L.P. | |||||
|---|---|---|---|---|---|
| By: | Apollo Lincoln Fixed Income Advisors (APO DC), L.P. | ||||
| its general partner | |||||
| By: | Apollo Lincoln Fixed Income Advisors (APO DC-GP), LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO LINCOLN FIXED INCOME MANAGEMENT, LLC | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO LINCOLN PRIVATE CREDIT FUND | |||||
| POWER TRUST MANAGEMENT LLC | |||||
| By: | Apollo Lincoln Private Credit Fund, L.P. | ||||
| its sole member | |||||
| By: | Apollo Lincoln Private Credit Advisors (APO DC), L.P. | ||||
| its general partner | |||||
| By: | Apollo Lincoln Private Credit Advisors (APO DC-GP), LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO LINCOLN PRIVATE CREDIT FUND, L.P. | |||||
| By: | Apollo Lincoln Private Credit Advisors (APO DC), L.P. | ||||
| its general partner | |||||
| By: | Apollo Lincoln Private Credit Advisors (APO DC-GP), LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
149
SEQ.=1,FOLIO='149',FILE='C:\JMS\109431\18-5863-5\task8738091\5863-5-cu.htm',USER='109431',CD='Feb 14 14:29 2018'
| APOLLO LINCOLN PRIVATE CREDIT MANAGEMENT, LLC — By: | /s/ Joseph D. Glatt | |||
|---|---|---|---|---|
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| APOLLO UNION STREET PARTNERS, L.P. | ||||
| By: | Apollo Union Street Advisors, L.P. | |||
| its general partner | ||||
| By: | Apollo Union Street Capital Management, LLC | |||
| its general partner | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| APOLLO UNION STREET MANAGEMENT, LLC | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| COF II (ST), LLC | ||||
| By: | Apollo Credit Opportunity Management, LLC | |||
| its manager | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President | |||
| APOLLO CREDIT OPPORTUNITY MANAGEMENT, LLC | ||||
| By: | /s/ Joseph D. Glatt | |||
| Name: | Joseph D. Glatt | |||
| Title: | Vice President |
150
SEQ.=1,FOLIO='150',FILE='C:\JMS\109431\18-5863-5\task8738091\5863-5-cu.htm',USER='109431',CD='Feb 14 14:29 2018'
| APOLLO SPN INVESTMENTS I POWER TRUST MANAGEMENT LLC | |||||
|---|---|---|---|---|---|
| By: | Apollo SPN Investments I, L.P. | ||||
| its sole member | |||||
| By: | Apollo SPN Advisors (APO DC), L.P. | ||||
| its general partner | |||||
| By: | Apollo SPN Capital Management (APO DC-GP), LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO SPN INVESTMENTS I (CREDIT), LLC | |||||
| By: | Apollo SPN Investments I, L.P. | ||||
| its sole member | |||||
| By: | Apollo SPN Advisors (APO DC), L.P. | ||||
| its general partner | |||||
| By: | Apollo SPN Capital Management (APO DC-GP), LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO SPN INVESTMENTS I, L.P. | |||||
| By: | Apollo SPN Advisors (APO DC), L.P. | ||||
| its general partner | |||||
| By: | Apollo SPN Capital Management (APO DC-GP), LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO SPN MANAGEMENT, LLC | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
151
SEQ.=1,FOLIO='151',FILE='C:\JMS\109431\18-5863-5\task8738091\5863-5-cu.htm',USER='109431',CD='Feb 14 14:29 2018'
| APOLLO CREDIT MASTER FUND LTD. — By: | Apollo ST Fund Management LLC | ||
|---|---|---|---|
| its investment manager | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| APOLLO ST FUND MANAGEMENT LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| APOLLO ST OPERATING LP | |||
| By: | Apollo ST Capital LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| APOLLO ST CAPITAL LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| STONE TOWER CDO II LTD. | |||
| By: | Apollo ST Debt Advisors LLC | ||
| its manager | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| APOLLO ST DEBT ADVISORS LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President |
152
SEQ.=1,FOLIO='152',FILE='C:\JMS\109431\18-5863-5\task8738091\5863-5-cu.htm',USER='109431',CD='Feb 14 14:29 2018'
| ST MANAGEMENT HOLDINGS, LLC | |||||
|---|---|---|---|---|---|
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO ZEUS STRATEGIC INVESTMENTS | |||||
| POWER TRUST MANAGEMENT LLC | |||||
| By: | Apollo Zeus Strategic Investments, L.P. | ||||
| its sole member | |||||
| By: | Apollo Zeus Strategic Advisors, L.P. | ||||
| its general partner | |||||
| By: | Apollo Zeus Strategic Advisors, LLC | ||||
| its general partner | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | 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 | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President | ||||
| APOLLO ZEUS STRATEGIC MANAGEMENT, LLC | |||||
| By: | /s/ Joseph D. Glatt | ||||
| Name: | Joseph D. Glatt | ||||
| Title: | Vice President |
153
SEQ.=1,FOLIO='153',FILE='C:\JMS\109431\18-5863-5\task8738091\5863-5-cu.htm',USER='109431',CD='Feb 14 14:29 2018'
| APOLLO CAPITAL MANAGEMENT, L.P. — By: | Apollo Management GP, LLC | ||
|---|---|---|---|
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| APOLLO CAPITAL MANAGEMENT GP, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT HOLDINGS, L.P. | |||
| By: | Apollo Management Holdings GP, LLC | ||
| its general partner | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT HOLDINGS GP, LLC | |||
| By: | /s/ Joseph D. Glatt | ||
| Name: | Joseph D. Glatt | ||
| Title: | Vice President |
154
SEQ.=1,FOLIO='154',FILE='C:\JMS\109431\18-5863-5\task8738091\5863-5-cu.htm',USER='109431',CD='Feb 14 14:29 2018'