0001104659-14-018833.txt : 20140312 0001104659-14-018833.hdr.sgml : 20140312 20140312170121 ACCESSION NUMBER: 0001104659-14-018833 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140312 DATE AS OF CHANGE: 20140312 GROUP MEMBERS: AIF VII EURO HOLDINGS, L.P. GROUP MEMBERS: AIF VII MANAGEMENT, LLC GROUP MEMBERS: APOLLO ADVISORS VII (EH), L.P. GROUP MEMBERS: APOLLO ADVISORS VII (EH-GP), LTD. GROUP MEMBERS: APOLLO MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: APOLLO MANAGEMENT VII, L.P. GROUP MEMBERS: APOLLO MANAGEMENT, L.P. GROUP MEMBERS: APOLLO OMEGA (LUX) S.A.R.L. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS III GP, LTD. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Constellium N.V. CENTRAL INDEX KEY: 0001563411 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87483 FILM NUMBER: 14688348 BUSINESS ADDRESS: STREET 1: TUPOLEVLAAN 41-61 CITY: SCHIPHOL-RIJK STATE: P7 ZIP: 1119NW BUSINESS PHONE: 31-20-654-97-80 MAIL ADDRESS: STREET 1: TUPOLEVLAAN 41-61 CITY: SCHIPHOL-RIJK STATE: P7 ZIP: 1119NW FORMER COMPANY: FORMER CONFORMED NAME: Constellium Holdco B.V. DATE OF NAME CHANGE: 20121130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 IRS NUMBER: 208351017 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 a14-7953_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Constellium N.V.

(Name of Issuer)

 

Class A Ordinary Shares, nominal value €0.02

(Title of Class of Securities)

 

NN22035 104

(CUSIP Number)

 

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 10, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Omega (Lux) S.à.r.l.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Luxembourg

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
PN

 

2


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VII Euro Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
PN

 

3


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VII (EH), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
PN

 

4


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VII (EH-GP), Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
OO

 

5


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
PN

 

6


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings III GP, Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
OO

 

7


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management VII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
PN

 

8


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VII Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
OO

 

9


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
PN

 

10


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
OO

 

11


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
PN

 

12


 

CUSIP No. NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
OO

 

13


 

This Amendment No. 2 to Schedule 13D is filed by:  (i) Apollo Omega (Lux) S.à.r.l., a private limited liability company incorporated under the laws of Luxembourg (“Apollo Omega”), (ii) AIF VII Euro Holdings, L.P., an exempted limited partnership registered in the Cayman Islands (“Euro Holdings”), (iii) Apollo Advisors VII (EH), L.P. (“Advisors VII (EH)”), an exempted limited partnership registered in the Cayman Islands, (iv) Apollo Advisors VII (EH-GP), Ltd. (“Advisors VII (EH-GP)”), an exempted company incorporated in the Cayman Islands with limited liability, (v) Apollo Principal Holdings III, L.P. (“Principal III”), an exempted limited partnership registered in the Cayman Islands, (vi) Apollo Principal Holdings III GP, Ltd. (“Principal III GP”), an exempted company incorporated in the Cayman Islands with limited liability, (vii) Apollo Management VII, L.P. (“Management VII”), a Delaware limited partnership, (viii) AIF VII Management, LLC (“AIF VII LLC”), a Delaware limited liability company, (ix) Apollo Management, L.P. (“Apollo Management”), a Delaware limited partnership, (x) Apollo Management GP, LLC (“Management GP”), a Delaware limited liability company, (xi) Apollo Management Holdings, L.P. (“Management Holdings”), a Delaware limited partnership, and (xii) Apollo Management Holdings GP, LLC (“Management Holdings GP”), a Delaware limited liability company, and supplements and amends the Statement on Schedule 13D filed on June 10, 2013, and Amendment No. 1 to Statement on Schedule 13D filed on February 12, 2014, with respect to the Class A ordinary shares, nominal value €0.02 (the “Ordinary Shares”), of Constellium N.V. (the “Issuer”).

 

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on June 10, 2013, as amended.

 

Responses to each item of this Amendment No. 2 to Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

 

Item 1.         Security and Issuer

 

Item 2.         Identity and Background

 

Item 3.         Source and Amount of Funds or Other Consideration

 

Item 4.         Purpose of Transaction

 

Item 5.         Interest in Securities of the Issuer

 

Item 5 is hereby amended and supplemented as follows:

 

On February 10, 2014, Apollo Omega sold 12,561,475 Ordinary Shares at a price of $27.48 per share, pursuant to an underwritten offering (the “Offering”), as discussed in the Issuer’s registration statement on Form F-1 (File No. 333-193583), filed with the Securities and Exchange Commission on January 27, 2014, as amended, the Rule 424(b)(4) Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on March 7, 2014, and the underwriting agreement dated as of March 5, 2014 (the “Underwriting Agreement”), among the Issuer, Apollo Omega and Goldman, Sachs & Co.  The closing of the sale occurred on March 10, 2014.  Following the sale of Ordinary Shares pursuant to the Underwriting Agreement, Apollo Omega no longer holds any Ordinary Shares.

 

Each of the Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares 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.

 

14


 

(a)  See also the information contained on the cover pages of this Amendment No. 2 to Statement on Schedule 13D which is incorporated herein by reference.  The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 104,076,718 outstanding Ordinary Shares of the Issuer as of January 27, 2014, as reported in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on March 7, 2014.

 

(b)                                 See the information contained on the cover pages of this Amendment No. 2 to Statement on Schedule 13D, which is incorporated herein by reference.

 

(c)                                  There have been no reportable transactions with respect to the Ordinary Shares of the Issuer by the Reporting Persons since Amendment No. 1 to Schedule 13D was filed on February 12, 2014, other than as described in this Amendment No. 2 to Schedule 13D.

 

(d)                                 Not applicable.

 

(e)                                  March 10, 2014.  .

 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and supplemented as follows:

 

Amended and Restated Shareholders Agreement

 

Following the sale of Ordinary Shares on February 10, 2014, under the terms of the Shareholders Agreement, Apollo Omega will no longer have the right to nominate any directors to the board of directors of the Issuer.

 

Underwriting Agreement

 

On March 5, 2014, the Issuer and Apollo Omega entered into the Underwriting Agreement with Goldman, Sachs & Co. (the “Underwriter”), with respect to the sale of 12,561,475 Ordinary Shares held by Apollo Omega.  Closing of the sale occurred on March 10, 2014.

 

Lock-Up Agreement

 

Item 7.         Material to Be Filed as Exhibits

 

Exhibit 1:                                           Form of Underwriting Agreement, by and among the Issuer, Apollo Omega and Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 1.1 to the Issuer’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on January 27, 2014 (File No. 333-193583)).

 

15


 

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

 

Dated: March 12, 2014

 

 

 

 

APOLLO OMEGA (LUX) S.À.R.L

 

 

 

By:

AIF VII Euro Holdings, L.P.

 

 

its sole shareholder

 

 

 

 

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

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

AIF VII EURO HOLDINGS, L.P.

 

 

 

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

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

APOLLO ADVISORS VII (EH), L.P.

 

 

 

By:

Apollo Advisors VII (EH-GP), Ltd.

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

16


 

 

APOLLO ADVISORS VII (EH-GP), LTD.

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

APOLLO PRINCIPAL HOLDINGS III, L.P.

 

 

 

By:

Apollo Principal Holdings III GP, Ltd.

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

APOLLO PRINCIPAL HOLDINGS III GP, LTD.

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

APOLLO MANAGEMENT VII, L.P.

 

 

 

By:

AIF VII Management, LLC

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

AIF VII MANAGEMENT, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

APOLLO MANAGEMENT, L.P.

 

 

 

By:

Apollo Management GP, LLC

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

17


 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

18