0001104659-24-004539.txt : 20240117 0001104659-24-004539.hdr.sgml : 20240117 20240117171606 ACCESSION NUMBER: 0001104659-24-004539 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240117 DATE AS OF CHANGE: 20240117 GROUP MEMBERS: AIF IX MANAGEMENT, LLC GROUP MEMBERS: AP IX TIGER CO-INVEST (ML) GP, LLC GROUP MEMBERS: AP IX TIGER CO-INVEST (ML), L.P. GROUP MEMBERS: AP IX TIGER CO-INVEST II, L.P. GROUP MEMBERS: AP IX TIGER HOLDINGS GP, LLC GROUP MEMBERS: AP IX TIGER HOLDINGS, L.P. GROUP MEMBERS: APOLLO MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: APOLLO MANAGEMENT IX, L.P. GROUP MEMBERS: APOLLO MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TD SYNNEX CORP CENTRAL INDEX KEY: 0001177394 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 942703333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80473 FILM NUMBER: 24539313 BUSINESS ADDRESS: STREET 1: 44201 NOBEL DRIVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106563333 MAIL ADDRESS: STREET 1: 44201 NOBEL DRIVE CITY: FREMONT STATE: CA ZIP: 94538 FORMER COMPANY: FORMER CONFORMED NAME: SYNNEX CORP DATE OF NAME CHANGE: 20211102 FORMER COMPANY: FORMER CONFORMED NAME: TD SYNNEX CORP DATE OF NAME CHANGE: 20211102 FORMER COMPANY: FORMER CONFORMED NAME: SYNNEX CORP DATE OF NAME CHANGE: 20031106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 ORGANIZATION NAME: 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 tm243471d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 

SCHEDULE 13d

(Amendment No. 6)*

 

Under the Securities Exchange Act of 1934

 

TD SYNNEX CORPORATION

(Name of Issuer)
 

Common stock, par value $0.001 per share

(Title of Class of Securities)
 

87162W100

(CUSIP Number)

 

Erin E. Martin, Esq.
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue NW

Washington, DC 20004

(202) 739-3000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

January 12, 2024

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

* 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 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).

 

 

 

 

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

AP IX Tiger Holdings, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

16,734,645

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

16,734,645

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,734,645

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.6%

 14

TYPE OF REPORTING PERSON

 

PN

       

2

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

AP IX Tiger Co-Invest II, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

3,602,146

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

3,602,146

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,602,146

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.0%

 14

TYPE OF REPORTING PERSON

 

PN

       

3

 

 

  CUSIP No. 87162W100  

  

 1

NAME OF REPORTING PERSONS

 

AP IX Tiger Co-Invest (ML), L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

6,189,555

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

6,189,555

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,189,555

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.9%

 14

TYPE OF REPORTING PERSON

 

PN

       

4

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

AP IX Tiger Co-Invest (ML) GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

6,189,555

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

6,189,555

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,189,555

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.9%

 14

TYPE OF REPORTING PERSON

 

OO

       

5

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

AP IX Tiger Holdings GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

26,153,049

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

26,153,049

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,153,049

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.1%

 14

TYPE OF REPORTING PERSON

 

 OO

       

6

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management IX, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

26,153,049

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

26,153,049

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,153,049

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.1%

 14

TYPE OF REPORTING PERSON

 

PN

       

7

 

 

  CUSIP No. 87162W100  

  

 1

NAME OF REPORTING PERSONS

 

AIF IX Management, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

26,153,049

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

26,153,049

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,153,049

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.1%

 14

TYPE OF REPORTING PERSON

 

OO

       

8

 

 

  CUSIP No. 87162W100  

  

 1

NAME OF REPORTING PERSONS

 

Apollo Management, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

26,153,049

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

26,153,049

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,153,049

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.1%

 14

TYPE OF REPORTING PERSON

 

PN

       

 

9

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

26,153,049

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

26,153,049

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,153,049

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.1%

 14

TYPE OF REPORTING PERSON

 

OO

       

10

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management Holdings, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

26,153,049

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

26,153,049

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,153,049

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.1%

 14

TYPE OF REPORTING PERSON

 

PN

       

11

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management Holdings GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 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) ¨

 

 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

 

26,153,049

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

26,153,049

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,153,049

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.1%

 14

TYPE OF REPORTING PERSON

 

OO

       

 

12

 

 

Schedule 13D/A

Amendment No. 6

 

The information in this Amendment No. 6 to Schedule 13D (this “Sixth Amendment” or this “13D/A”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Tiger Parent Holdings, L.P. (“Tiger Holdings”) and the other Reporting Persons therein described on September 10, 2021, relating to the common stock, par value $0.001 per share (the “Common Stock”), of TD SYNNEX Corporation (the “Issuer”), as amended by Amendment No. 1 thereto filed on October 13, 2021, Amendment No. 2 thereto filed on March 4, 2022, Amendment No. 3 thereto filed on February 1, 2023, Amendment No. 4 thereto filed on July 13, 2023, and Amendment No. 5 thereto filed on October 18, 2023 (as amended, the “Schedule 13D”).

 

Except as set forth herein, the Schedule 13D remains unmodified.

 

Item 5.                           Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a) & (b) Information in Rows 7 to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5 by reference. The aggregate beneficial ownership of the Common Stock by the Reporting Persons is as follows:

 

Sole Voting Power 0
Shared Voting Power 26,153,049
Sole Dispositive Power 0
Shared Dispositive Power 26,153,049

 

The Reporting Persons’ aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 29.1%, based on a total of 89,987,234 shares of Common Stock as of October 13, 2023, as disclosed in the Issuer’s prospectus supplement filed with the SEC on October 12, 2023 and the Issuer’s current report on Form 8-K filed with the SEC on October 13, 2023.

 

Each of the entities listed above, other than AP IX Tiger, Tiger Co-Invest II and Tiger Co-Invest ML (collectively, the “Record Holders”), disclaims beneficial ownership of any shares of the Common Stock owned of record by the Record Holders, except to the extent of any pecuniary interest therein, and the filing of this Schedule 13D 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.

 

(c) The Reporting Persons effected the following transaction of the Common Stock during the 60 days preceding the date of this Schedule 13D: on January 12, 2024, the Reporting Persons set forth below sold an aggregate of 2,250,000 shares of Common Stock for $101.50 per share in open market transactions:

     
AP IX Tiger 1,407,600 shares  
Tiger Co-Invest II 309,900 shares  
Tiger Co-Invest ML 532,500 shares  
     

 (d) & (e) 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: January 17, 2024

 

  AP IX TIGER CO-INVEST II, L.P.
   
  By: AP IX Tiger Holdings GP, LLC,
    its general partner
   
    By: /s/ James Elworth
      James Elworth
      Vice President
   
  AP IX TIGER CO-INVEST (ML), L.P.
   
  By:  AP IX Tiger Co-Invest (ML) GP, LLC,
    its general partner
   
    By: AP IX Tiger Holdings GP, LLC,
      its sole member
   
      By: /s/ James Elworth
        James Elworth
        Vice President
   
  AP IX TIGER CO-INVEST (ML) GP, LLC
   
  By: AP IX Tiger Holdings GP, LLC,
    its sole member
   
    By: /s/ James Elworth
      James Elworth
      Vice President
   
  AP IX TIGER HOLDINGS, L.P.
   
  By: AP IX Tiger Holdings GP, LLC,
    its general partner
   
    By: /s/ James Elworth
      James Elworth
      Vice President
   
  AP IX TIGER HOLDINGS GP, LLC
   
  By: /s/ James Elworth
    James Elworth
    Vice President

 

 

 

 

  APOLLO MANAGEMENT IX, L.P.
   
  By: AIF IX Management, LLC,
    its general partner
   
    By:/s/ James Elworth
    James Elworth
    Vice President
   
  AIF IX MANAGEMENT, LLC
   
  By: /s/ James Elworth
    James Elworth
    Vice President
   
  APOLLO MANAGEMENT, L.P.
   
  By: Apollo Management GP, LLC,
    its general partner
   
    By: /s/ James Elworth
      James Elworth
      Vice President
   
  APOLLO MANAGEMENT GP, LLC
   
  By:  /s/ James Elworth
    James Elworth
    Vice President
   
  APOLLO MANAGEMENT HOLDINGS, L.P.
   
  By: Apollo Management Holdings GP, LLC,
    its general partner
   
    By: /s/ James Elworth
      James Elworth
      Vice President
   
  APOLLO MANAGEMENT HOLDINGS GP, LLC
   
  By: /s/ James Elworth
    James Elworth
    Vice President