0001104659-18-071424.txt : 20181204 0001104659-18-071424.hdr.sgml : 20181204 20181204174648 ACCESSION NUMBER: 0001104659-18-071424 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20181119 FILED AS OF DATE: 20181204 DATE AS OF CHANGE: 20181204 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 181217998 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, L.P. CENTRAL INDEX KEY: 0001398053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 181217999 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 181218000 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, L.P. CENTRAL INDEX KEY: 0001449434 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 181218001 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Capital Management GP, LLC CENTRAL INDEX KEY: 0001456419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 181218002 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 515 3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Capital Management, L.P. CENTRAL INDEX KEY: 0001456421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 181218003 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 515 3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AIF VII Management, LLC CENTRAL INDEX KEY: 0001475358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 181218004 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 Principal Holdings III, L.P. CENTRAL INDEX KEY: 0001566433 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 181218005 BUSINESS ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES STREET 2: (CAYMAN) LIMITED, 190 ELGIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES STREET 2: (CAYMAN) LIMITED, 190 ELGIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Principal Holdings III GP Ltd CENTRAL INDEX KEY: 0001566491 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 181218006 BUSINESS ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES STREET 2: (CAYMAN) LIMITED, 190 ELGIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES STREET 2: (CAYMAN) LIMITED, 190 ELGIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: APH Holdings, L.P. CENTRAL INDEX KEY: 0001648671 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38086 FILM NUMBER: 181218007 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD, SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD, SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vistra Energy Corp. CENTRAL INDEX KEY: 0001692819 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 364833255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6555 SIERRA DRIVE CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (214) 812-4600 MAIL ADDRESS: STREET 1: 6555 SIERRA DRIVE CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: Vistra Energy Corp DATE OF NAME CHANGE: 20161221 4/A 1 a4a.xml 4/A X0306 4/A 2018-11-19 2018-11-21 1 0001692819 Vistra Energy Corp. VST 0001449433 Apollo Management Holdings GP, LLC 9 W. 57TH STREET 43RD FLOOR NEW YORK NY 10019 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 NEW YORK NY 10019 0 0 1 0 0001456419 Apollo Capital Management GP, LLC 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 0001456421 Apollo Capital Management, L.P. 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 0001475358 AIF VII Management, LLC 9 W. 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001566433 Apollo Principal Holdings III, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED, 190 ELGIN STREET GEORGE TOWN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 0001566491 Apollo Principal Holdings III GP Ltd C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED, 190 ELGIN STREET GEORGE TOWN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 0001648671 APH Holdings, L.P. ONE MANHATTANVILLE ROAD, SUITE 201 PURCHASE NY 10577 0 0 1 0 Common stock, par value $0.01 2018-11-19 4 S 0 9882531 23.00 D 30249231 I See footnote Common stock, par value $0.01 2018-11-19 4 S 0 4117722 23.00 D 26131509 I See footnote See Exhibit 99.1 See Exhibit 99.1 This amendment to the Form 4 originally filed on November 21, 2018 is filed to amend the number of shares that were sold by the entities that participated in the reported transactions, the number of shares that are held following the reported transactions, and to amend the description of the entities that participated in the transactions and that continue to hold shares following the reported transactions as described in Footnotes (1) and (2). [see signatures attached as Exhibit 99.2] 2018-12-04 EX-99.1 2 ex-99d1.htm EX-99.1

Exhibit 99.1

(1) Footnote 1 to the original Form 4 that was filed on November 21, 2018 is hereby deleted in its entirety and replaced with the following:

The aggregate 14,000,253 shares of common stock, par value $0.01 per share (the “Common Stock”) of Vistra Energy Corp. (the “Issuer”) sold in the reported transactions were held by (i) Leveragesource V S.a r.l. (“LS V S.à r.l.”); (ii) LSR Loan Funding LLC (“LSR LLC”); (iii) Leroy DH, L.P. (“Leroy DH”); (iv) AEH (CB), L.P. (“AEH (CB)”); (v) AEH (PEC), L.P. (“AEH (PEC)”); (vi) AP VII TXU (CS), L.P. (“AP VII TXU (CS)”); (vii) Apollo Credit Opportunity Trading Fund III (“Opportunity Trading Fund III”); (viii) Apollo Hercules Partners, L.P. (“Hercules LP”); (ix) Apollo Union Street Partners, L.P. (“Union Street LP”); (x) COF II (ST), LLC (“COF II (ST)”); and (xi) Stone Tower CDO II Ltd. (“ST CDO II”), and includes shares held by a trust of which AP VII TXU (UBS), L.P. (“AP VII TXU (UBS)”) is the sole beneficiary.

The shares reported as being sold in the reported transactions do not include an additional 2,999,747 shares of Common Stock that were sold in connection with the reported transactions at the same sales price of $23.00, for a total sale of 17,000,000 shares. The additional aggregate 2,999,747 shares that were sold in connection with the reported transactions were held by: (a) SOMA Project Power Trust, for which Apollo Special Opportunities Managed Account Power Trust Management LLC (“SOMA Power Trust Management”) serves as portfolio manager; (b) AESI II Project Power Trust, for which AESI II Power Trust Management LLC (“AESI II Power Trust Management”) serves as portfolio manager; (c) AIE III Project Power Trust, for which AP Investment Europe III Power Trust Management LLC (“AP IE III Power Trust Management”) serves as portfolio manager; (d) Centre St Project Power Trust, for which Apollo Centre Street Partnership Power Trust Management LLC (“Centre St Power Trust Management”) serves as portfolio manager; (e) COF III Project Power Trust, for which Apollo Credit Opportunity Fund III AIV I Power Trust Management LLC (“COF III AIV I Power Trust Management”) serves as portfolio manager; (f) Lincoln Project Power Trust, for which Apollo Lincoln Private Credit Fund Power Trust Management LLC (“LPC Power Trust Management”) serves as portfolio manager; (g) SPN Project Power Trust, for which Apollo SPN Investments I Power Trust Management LLC (“SPN Power Trust Management”) serves as portfolio manager; and (h) Zeus Project Power Trust, for which Apollo Zeus Strategic Investments Power Trust Management LLC (“Zeus Power Trust Management”) serves as portfolio manager.

The entities that are filing this Form 4, as described herein, are collectively referred to herein as the “Reporting Persons.”

(2) The first two paragraphs of Footnote 2 to the original Form 4 that was filed on November 21, 2018 are hereby deleted in their entirety and replaced with the following:

The shares of Common Stock of the Issuer reported as beneficially owned following the reported transactions represents the aggregate number of shares held of record by: (i) LS V S.à r.l.; (ii) LSR LLC; (iii) Leroy DH (iv) Zeus Investments, L.P. (“Zeus LP”); (v) Apollo Special Opportunities Managed Account, L.P. (“SOMA Fund”); (vi) AEH (CB); (vii) AEH (PEC); (viii) AP VII TXU (CS); (ix) AESI (Holdings) II, L.P. (“AESI (Holdings) II”); (x) AP Investment Europe III, L.P. (“AP IE III”); (xi) Apollo Centre Street Partnership, L.P. (“Centre Street LP”); (xii) Opportunity Trading Fund III; (xiii) Hercules LP; (xiv) Apollo Lincoln Private Credit Fund, L.P. (“Lincoln Private Credit Fund”); (xv) Union Street LP; (xvi) COF II (ST); (xvii) Apollo SPN Investments I (Credit), LLC (“SPN Investments I (Credit)”); and (xviii) ST CDO II. The shares of Common Stock reported as beneficially owned following the reported transactions also include shares held by a trust of which AP VII TXU (UBS) is the sole beneficiary.

The shares reported as beneficially owned following the reported transactions do not include an aggregate of 3,996,253 shares of Common Stock that are held by: (a) SOMA Project Power Trust, for which SOMA Power Trust Management serves as portfolio manager; (b) AESI II Project Power Trust, for which AESI II Power Trust Management serves as portfolio manager; (c) AIE III Project Power Trust, for which AP IE III Power Trust Management serves as portfolio manager; (d) Centre St Project Power Trust, for Centre St

Power Trust Management serves as portfolio manager; (e) COF III Project Power Trust, for which III AIV I Power Trust Management serves as portfolio manager; (f) Lincoln Project Power Trust, for which LPC Power Trust Management serves as portfolio manager; (g) SPN Project Power Trust, for which SPN Power Trust Management serves as portfolio manager; and (h) Zeus Project Power Trust, for which Zeus Power Trust Management serves as portfolio manager.

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

Exhibit 99.2

This Statement on Form 4 is filed by: (i) LeverageSource 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, (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., (xvii) Leroy DH GP, LLC, (xviii) Apollo Natural Resources Partners II, 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) Zeus Investments, L.P., (xxiv) Apollo Zeus Strategic Advisors, L.P., (xxv) Apollo Zeus Strategic Advisors, LLC, (xxvi) Apollo Special Opportunities Managed Account, L.P., (xxvii) Apollo SOMA Advisors, L.P., (xxviii) Apollo SOMA Capital Management, LLC, (xxix) APH Holdings (DC), L.P., (xxx) Apollo Principal Holdings IV GP, Ltd., (xxxi) Apollo SVF Management, L.P., (xxxii) Apollo SVF Management GP, LLC, (xxxiii) AEH (CB), L.P., (xxxiv) AEH (CB) GP, LLC, (xxxv) AEH Holdings (CB), L.P., (xxxvi) AEH (PEC), L.P., (xxxvii) AP VII TXU (CS), L.P., (xxxviii) AP VII TXU (CS) GP, LLC, (xxxix) AP VII TXU Holdings (CS), L.P., (xl) AP VII TXU (UBS), L.P., (xli) AP VII TXU (UBS) GP, LLC, (xlii) AP VII TXU Holdings (UBS), L.P., (xliii) AEH Holdings GP, LLC, (xliv) AP AEH, L.P., (xlv) Apollo Management VII, L.P., (xlvi) AIF VII Management, LLC, (xlvii) Apollo Management, L.P., (xlviii) Apollo Management GP, LLC, (xlix) AESI (Holdings) II, L.P., (l) Apollo European Strategic Management, L.P., (li) Apollo European Strategic Management GP, LLC, (lii) AP Investment Europe III, L.P., (lii) Apollo Europe Management III, LLC, (liv) Apollo Centre Street Partnership, L.P., (lv) Apollo Centre Street Management, LLC, (lvi) Apollo Credit Opportunity Trading Fund III, (lvii) Apollo Credit Opportunity Fund III LP, (lviii) Apollo Credit Opportunity Fund (Offshore) III LP, (lix) Apollo Credit Opportunity Management III LLC, (lx) Apollo Hercules Partners, L.P., (lxi) Apollo Hercules Management, LLC, (lxii) Apollo Lincoln Private Credit Fund, L.P., (lxiii) Apollo Lincoln Private Credit Management, LLC, (lxiv) Apollo Union Street Partners, L.P., (lxv) Apollo Union Street Management, LLC, (lxvi) COF II (ST), LLC, (lxvii) Apollo Credit Opportunity Management, LLC, (lxviii) Apollo SPN Investments I (Credit), LLC, (lxix) Apollo SPN Investments I, L.P., (lxx) Apollo SPN Management, LLC, (lxxi) Stone Tower CDO II Ltd., (lxxii) Apollo ST Debt Advisors LLC, (lxxiii) ST Management Holdings, LLC, (lxxiv) Apollo Capital Management, L.P., (lxxv) Apollo Capital Management GP, LLC, (lxxvi) Apollo Management Holdings, L.P., and (lxxvii) Apollo Management Holdings GP, LLC.

Name of Designated Filer: Apollo Management Holdings GP, LLC

Date of Event Requiring Statement: November 19, 2018

Issuer Name and Ticker or Trading Symbol: Vistra Energy Corp. [VST]

LEVERAGESOURCE V, S.À R.L.

By:	/s/ Katherine G. Newman
	Name: Katherine G. Newman
	Title: Class A Manager

By:	/s/ Fabrice Jeusette
	Name: Fabrice Jeusette
	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

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

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

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

APOLLO NATURAL RESOURCES PARTNERS II, 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

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

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

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

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

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 VII 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

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

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

APOLLO 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


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


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


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


APOLLO CENTRE STREET MANAGEMENT, LLC

By:	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Vice President

APOLLO CREDIT OPPORTUNITY TRADING FUND III

By:	Apollo Credit Opportunity Fund III LP
	its general partner

	By:	Apollo Credit Opportunity Advisors III (APO FC) LP
		its general partner

		By:	Apollo Credit Opportunity Advisors III (APO FC—GP) LLC

			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 FC—GP) 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 FC–GP) 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 FC–GP) LLC

		By:	/s/ Joseph D. Glatt
			Name: Joseph D. Glatt
			Title: Vice President


APOLLO CREDIT OPPORTUNITY MANAGEMENT III 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

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


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


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


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


ST MANAGEMENT HOLDINGS, LLC

By:	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Vice President


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