Exhibit 99

0001104659-11-064415.txt : 20111115 0001104659-11-064415.hdr.sgml : 20111115 20111115201811 ACCESSION NUMBER: 0001104659-11-064415 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20111109 FILED AS OF DATE: 20111115 DATE AS OF CHANGE: 20111115 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES Telematics, Inc. CENTRAL INDEX KEY: 0001410240 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 260443717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2002 SUMMIT BOULEVARD STREET 2: SUITE 1800 CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 404-573-5800 MAIL ADDRESS: STREET 1: 2002 SUMMIT BOULEVARD STREET 2: SUITE 1800 CITY: ATLANTA STATE: GA ZIP: 30319 FORMER COMPANY: FORMER CONFORMED NAME: Polaris Acquisition Corp. DATE OF NAME CHANGE: 20070820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: APOLLO MANAGEMENT V LP CENTRAL INDEX KEY: 0001162728 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33860 FILM NUMBER: 111208542 BUSINESS ADDRESS: STREET 1: 2 MANHATTANVILLE RD STREET 2: C/O APOLLO ADVISORS LP CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9146948000 MAIL ADDRESS: STREET 1: 2 MANHATTANVILLE RD STREET 2: C/O APOLLO ADVISORS LP CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AIF V Management, LLC CENTRAL INDEX KEY: 0001397764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33860 FILM NUMBER: 111208541 BUSINESS ADDRESS: STREET 1: 2 MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: 2 MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management, L.P. CENTRAL INDEX KEY: 0001398053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33860 FILM NUMBER: 111208540 BUSINESS ADDRESS: STREET 1: 2 MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: 2 MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management GP, LLC CENTRAL INDEX KEY: 0001413410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33860 FILM NUMBER: 111208539 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33860 FILM NUMBER: 111208543 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings, L.P. CENTRAL INDEX KEY: 0001449434 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33860 FILM NUMBER: 111208538 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 4 1 a4.xml 4 X0304 4 2011-11-09 0 0001410240 HUGHES Telematics, Inc. HUTC 0001449433 Apollo Management Holdings GP, LLC 9 W. 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001162728 APOLLO MANAGEMENT V LP 2 MANHATTANVILLE RD C/O APOLLO ADVISORS LP PURCHASE NY 10577 0 0 1 0 0001397764 AIF V Management, LLC 2 MANHATTANVILLE ROAD SUITE 203 PURCHASE NY 10577 0 0 1 0 0001398053 Apollo Management, L.P. 2 MANHATTANVILLE ROAD SUITE 203 PURCHASE NY 10577 0 0 1 0 0001413410 Apollo Management GP, LLC TWO MANHATTANVILLE ROAD SUITE 203 PURCHASE NY 10577 0 0 1 0 0001449434 Apollo Management Holdings, L.P. 9 W. 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2011-11-09 4 J 0 325000 A 62668697 I See footnote See Exhibit 99.1. [see signatures attached as Exhibit 99.2] 2011-11-15 EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99

Exhibit 99.1

(1) On November 9, 2011, Apollo Management V, L.P. (“Management V”) entered into a Consulting Agreement with Hughes Telematics, Inc. (the “Issuer”) whereby Management V received a one-time consulting fee consisting of 325,000 shares of common stock of the Issuer. The amount reported as beneficially owned includes: (i) 325,000 shares of common stock owned of record by Management V, (ii) 8,529,406 shares of common stock owned of record by PLASE HT, LLC (“PLASE”), including 2,110,333 shares of common stock held in escrow in connection with the merger on March 31, 2009 (the “Merger”) of a company formerly named Hughes Telematics, Inc. into the Issuer, and (iii) 53,814,291 shares of common stock owned of record by Communications Investors LLC (“Communications Investors”), including shares held by Communications Investors as a fiduciary for Apollo German Partners V GmbH & Co. KG (“German V”) with respect to German V’s investment in the Issuer and 41,440,731 shares held in escrow in connection with the Merger.

Apollo Investment Fund V (PLASE), L.P. (“AIF V (PLASE)”) has been delegated management authority over PLASE, including the authority to make investment decisions and vote the securities held by PLASE. Management V is the manager of each of Communications Investors and AIF V (PLASE), and is a special limited partner of German V and the sole shareholder of Apollo Verwaltungs V GmbH (“Apollo German GP”), the general partner of German V. Apollo Advisors V, L.P. (“Advisors V”) is the general partner of AIF V (PLASE) and a special limited partner of German V.

AIF V Management LLC (“AIF V Management”) is the general partner of Management V. Apollo Management, L.P. (“Apollo Management”) is the sole member and manager of AIF V Management. Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of Management GP. Apollo Management Holdings GP, LLC (“Holdings GP”) is the general partner of Management Holdings.

Apollo Capital Management V, Inc. (“Capital Management V”) is the general partner of Advisors V. Apollo Principal Holdings I, L.P. (“Apollo Principal”) is the sole stockholder of Capital Management V. Apollo Principal Holdings I GP, LLC (“Apollo Principal GP”) is the general partner of Apollo Principal. Leon Black, Joshua Harris and Marc Rowan are the managers of Holdings GP and Apollo Principal GP, as well as principal executive officers of Holdings GP.

Each of Communications Investors, PLASE, AIF V (PLASE), German V, Management V, AIF V Management, Advisors V, Capital Management V, Apollo German GP, Apollo Management, Management GP, Management Holdings, Holdings GP, Apollo Principal, Apollo Principal GP and Messrs. Black, Harris and Rowan disclaims beneficial ownership of the shares of common stock of the Issuer included in the amount reported herein, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The principal address of each of Management V, AIF V Management, Apollo Management, Management GP, Management Holdings and Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019. The address of Messrs. Black, Harris and Rowan is c/o Apollo Management, L.P., 9 West 57th Street, 43rd Floor, New York, NY 10019.

EX-99.2 3 ex-99d2.htm EX-99.2

Exhibit 99.2

This Statement on Form 4 is filed by (i) Apollo Management V, L.P., (ii) AIF V Management LLC, (iii) Apollo Management, L.P., (iv) Apollo Management GP, LLC, (v) Apollo Management Holdings, L.P., and (vi) Apollo Management Holdings GP, LLC.

Name of Designated Filer: Apollo Management Holdings GP, LLC

Date of Event Requiring Statement: November 9, 2011

Issuer Name and Ticker or Trading Symbol: Hughes Telematics, Inc. (HUTC)

APOLLO MANAGEMENT V, L.P.

By:	AIF V Management, LLC
	Its General Partner

	By:	Apollo Management, L.P.
		Its Member/Manager

		By:	Apollo Management GP, LLC
			Its General Partner

			By:	/s/ Laurie D. Medley
				Laurie D. Medley
				Vice President

AIF V MANAGEMENT, LLC.

By:	Apollo Management, L.P.
	Its Member/Manager

	By:	Apollo Management GP, LLC
		Its General Partner

		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

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