0001104659-19-007920.txt : 20190213 0001104659-19-007920.hdr.sgml : 20190213 20190213161108 ACCESSION NUMBER: 0001104659-19-007920 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: AESI (HOLDINGS) II, L.P. GROUP MEMBERS: APH HOLDINGS (DC), L.P. GROUP MEMBERS: APH HOLDINGS, L.P. GROUP MEMBERS: APOLLO ADVISORS VIII, L.P. GROUP MEMBERS: APOLLO ANRP ADVISORS, L.P. GROUP MEMBERS: APOLLO ANRP CAPITAL MANAGEMENT, LLC GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT VIII, LLC GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: APOLLO CENTRE STREET MANAGEMENT, LLC GROUP MEMBERS: APOLLO CENTRE STREET PARTNERSHIP, L.P. GROUP MEMBERS: APOLLO CREDIT MASTER FUND LTD. GROUP MEMBERS: APOLLO CREDIT OPPORTUNITY FUND III AIV I LP GROUP MEMBERS: APOLLO CREDIT OPPORTUNITY MANAGEMENT III LLC GROUP MEMBERS: APOLLO CREDIT STRATEGIES MASTER FUND LTD. GROUP MEMBERS: APOLLO EUROPEAN STRATEGIC MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO EUROPEAN STRATEGIC MANAGEMENT, L.P. GROUP MEMBERS: APOLLO FRANKLIN MANAGEMENT, LLC GROUP MEMBERS: APOLLO FRANKLIN PARTNERSHIP, L.P. GROUP MEMBERS: APOLLO LINCOLN PRIVATE CREDIT FUND, L.P. GROUP MEMBERS: APOLLO LINCOLN PRIVATE CREDIT MANAGEMENT, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS I GP, LLC GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS I, L.P. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS III GP, LTD. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS IV GP, LTD. GROUP MEMBERS: APOLLO SK STRATEGIC INVESTMENTS, L.P. GROUP MEMBERS: APOLLO SK STRATEGIC MANAGEMENT, LLC GROUP MEMBERS: APOLLO SOMA ADVISORS, L.P. GROUP MEMBERS: APOLLO SOMA CAPITAL MANAGEMENT, LLC GROUP MEMBERS: APOLLO SPECIAL OPPORTUNITIES MANAGED ACCOUNT, L.P. GROUP MEMBERS: APOLLO SPN INVESTMENTS I (CREDIT), LLC GROUP MEMBERS: APOLLO SPN INVESTMENTS I, L.P. GROUP MEMBERS: APOLLO SPN MANAGEMENT, LLC GROUP MEMBERS: APOLLO ST CAPITAL LLC GROUP MEMBERS: APOLLO ST FUND MANAGEMENT LLC GROUP MEMBERS: APOLLO ST OPERATING LP GROUP MEMBERS: APOLLO SVF MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO SVF MANAGEMENT, L.P. GROUP MEMBERS: APOLLO ZEUS STRATEGIC ADVISORS, L.P. GROUP MEMBERS: APOLLO ZEUS STRATEGIC ADVISORS, LLC GROUP MEMBERS: SKSI REAL PROPERTY HOLDINGS LTD. GROUP MEMBERS: ST MANAGEMENT HOLDINGS, LLC GROUP MEMBERS: VULCAN HOLDINGS, L.P. GROUP MEMBERS: ZEUS INVESTMENTS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WARRIOR MET COAL, INC. CENTRAL INDEX KEY: 0001691303 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 810706839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90291 FILM NUMBER: 19597236 BUSINESS ADDRESS: STREET 1: 16243 HIGHWAY 216 CITY: BROOKWOOD STATE: AL ZIP: 35444 BUSINESS PHONE: 2055546150 MAIL ADDRESS: STREET 1: 16243 HIGHWAY 216 CITY: BROOKWOOD STATE: AL ZIP: 35444 FORMER COMPANY: FORMER CONFORMED NAME: WARRIOR MET COAL, LLC DATE OF NAME CHANGE: 20161201 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 13G/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 13G/A 1 a19-4186_6sc13ga.htm SC 13G/A

 

 

**

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

 

WARRIOR MET COAL, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

93627C101

(CUSIP Number)

December 31, 2018

(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 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. 93627C101

 

 

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
110,854 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
110,854 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
110,854 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

 

2


 

CUSIP No. 93627C101

 

 

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
110,854 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
110,854 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
110,854 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

 

3


 

CUSIP No. 93627C101

 

 

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
110,854 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
110,854 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
110,854 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

 

4


 

CUSIP No. 93627C101

 

 

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
119,663 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
119,663 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
119,663 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

 

5


 

CUSIP No. 93627C101

 

 

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
119,663 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
119,663 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
119,663 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

 

6


 

CUSIP No. 93627C101

 

 

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
173,957 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
173,957 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
173,957 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)
CO

 

7


 

CUSIP No. 93627C101

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Credit Strategies 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
2,354 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
2,354 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,354 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

 

8


 

CUSIP No. 93627C101

 

 

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
176,311 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
176,311 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
176,311 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

 

9


 

CUSIP No. 93627C101

 

 

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
176,311 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
176,311 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
176,311 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

 

10


 

CUSIP No. 93627C101

 

 

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
176,311 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
176,311 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
176,311 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

 

11


 

CUSIP No. 93627C101

 

 

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
176,311 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
176,311 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
176,311 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

 

12


 

CUSIP No. 93627C101

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
SKSI Real Property 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
53,120 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
53,120 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,120 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

 

13


 

CUSIP No. 93627C101

 

 

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
53,120 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
53,120 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,120 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

 

14


 

CUSIP No. 93627C101

 

 

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
53,120 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
53,120 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,120 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

 

15


 

CUSIP No. 93627C101

 

 

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
823,021 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
823,021 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
823,021 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)
1.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

16


 

CUSIP No. 93627C101

 

 

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)

x

 

 

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
823,021 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
823,021 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
823,021 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)
1.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

17


 

CUSIP No. 93627C101

 

 

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
28,737 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
28,737 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,737 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

 

18


 

CUSIP No. 93627C101

 

 

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
28,737 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
28,737 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,737 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

 

19


 

CUSIP No. 93627C101

 

 

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
137,138 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
137,138 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
137,138 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

 

20


 

CUSIP No. 93627C101

 

 

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
137,138 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
137,138 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
137,138 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

 

21


 

CUSIP No. 93627C101

 

 

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
142,911 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
142,911 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
142,911 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

 

22


 

CUSIP No. 93627C101

 

 

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
142,911 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
142,911 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
142,911 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

 

23


 

CUSIP No. 93627C101

 

 

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
142,911 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
142,911 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
142,911 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

 

24


 

CUSIP No. 93627C101

 

 

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
142,911 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
142,911 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
142,911 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

 

25


 

CUSIP No. 93627C101

 

 

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

142,911 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
142,911 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
142,911 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

 

26


 

CUSIP No. 93627C101

 

 

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

93,221 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
93,221 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
93,221 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

 

27


 

CUSIP No. 93627C101

 

 

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

93,221 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
93,221 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
93,221 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

 

28


 

CUSIP No. 93627C101

 

 

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

93,221 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
93,221 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
93,221 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

 

29


 

CUSIP No. 93627C101

 

 

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

236,132 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
236,132 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
236,132 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

 

30


 

CUSIP No. 93627C101

 

 

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

236,132 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
236,132 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
236,132 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)
CO

 

31


 

CUSIP No. 93627C101

 

 

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

98,362 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
98,362 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
98,362 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

 

32


 

CUSIP No. 93627C101

 

 

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

98,362 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
98,362 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
98,362 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

 

33


 

CUSIP No. 93627C101

 

 

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

98,362 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
98,362 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
98,362 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

 

34


 

CUSIP No. 93627C101

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Vulcan 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

1,981,136 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,981,136 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,981,136 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)
3.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

35


 

CUSIP No. 93627C101

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Advisors VIII, 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

1,981,136 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,981,136 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,981,136 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)
3.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

36


 

CUSIP No. 93627C101

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Capital Management VIII, 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
1,981,136 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,981,136 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,981,136 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)
3.8%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

37


 

CUSIP No. 93627C101

 

 

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
1,981,136 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,981,136 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,981,136 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)
3.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

38


 

CUSIP No. 93627C101

 

 

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
1,981,136 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,981,136 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,981,136 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)
3.8%

 

 

12

Type of Reporting Person (See Instructions)
CO

 

39


 

CUSIP No. 93627C101

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo ANRP 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
1,981,136 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,981,136 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,981,136 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)
3.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

40


 

CUSIP No. 93627C101

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo ANRP 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
1,981,136 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,981,136 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,981,136 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)
3.8%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

41


 

CUSIP No. 93627C101

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Principal Holdings 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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
1,981,136 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,981,136 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,981,136 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)
3.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

42


 

CUSIP No. 93627C101

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Principal Holdings I 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
1,981,136 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,981,136 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,981,136 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)
3.8%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

43


 

CUSIP No. 93627C101

 

 

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
1,690,117  shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,690,117  shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,690,117  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)
3.2%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

44


 

CUSIP No. 93627C101

 

 

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
1,690,117  shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,690,117  shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,690,117  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)
3.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

45


 

CUSIP No. 93627C101

 

 

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
1,690,117  shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,690,117  shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,690,117  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)
3.2%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

46


 

CUSIP No. 93627C101

 

 

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
1,690,117  shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,690,117  shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,690,117  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)
3.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

47


 

Item 1.

 

(a)

Name of Issuer
Warrior Met Coal, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
16243 Highway 216
Brookwood, Alabama 35444

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed by: (i) AESI (Holdings) II, L.P. (“AESI”), (ii) Apollo European Strategic Management, L.P. (“Euro Management”), (iii) Apollo European Strategic Management GP, LLC (“Euro Management GP”), (iv) Apollo Centre Street Partnership, L.P. (“Centre Street”), (v) Apollo Centre Street Management, LLC (“Centre Street Management”), (vi) Apollo Credit Master Fund Ltd. (“Credit Master Fund”), (vii) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”), (viii) Apollo ST Fund Management LLC (“ST Management”), (ix) Apollo ST Operating LP (“ST Operating”), (x) Apollo ST Capital LLC (“ST Capital”), (xi) ST Management Holdings, LLC (“ST Management Holdings”), (xii) SKSI Real Property Holdings Ltd. (“SKSI Fund”), (xiii) Apollo SK Strategic Investments, L.P. (“SK Strategic LP”), (xiv) Apollo SK Strategic Management, LLC (“SK Strategic Management”), (xv) Apollo Credit Opportunity Fund III AIV I LP (“Credit Opportunity”), (xvi) Apollo Credit Opportunity Management III LLC (“Credit Opportunity Management”), (xvii) Apollo Franklin Partnership, L.P. (“Franklin Fund”), (xviii) Apollo Franklin Management, LLC (“Franklin Management”), (xix) Apollo Lincoln Private Credit Fund, L.P. (“Lincoln Fund”), (xx) Apollo Lincoln Private Credit Management, LLC (“Lincoln Management”), (xxi) Apollo Special Opportunities Managed Account, L.P. (“SOMA Fund”), (xxii) Apollo SOMA Advisors, L.P. (“SOMA Advisors”), (xxiii) Apollo SOMA Capital Management, LLC (“SOMA Capital Management”), (xxiv) Apollo SVF Management, L.P. (“SVF Management”), (xxv) Apollo SVF Management GP, LLC (“SVF Management GP”), (xxvi) Zeus Investments, L.P. (“Zeus LP”), (xxvii) Apollo Zeus Strategic Advisors, L.P. (“Zeus Advisors LP”), (xxviii) Apollo Zeus Strategic Advisors, LLC (“Zeus Advisors GP”), (xxix) APH Holdings (DC), L.P. (“APH Holdings (DC)”), (xxx) Apollo Principal Holdings IV GP, Ltd. (“Principal IV GP”), (xxxi) Apollo SPN Investments I (Credit), LLC (“SPN Fund”), (xxxii) Apollo SPN Investments I, L.P. (“SPN Investments”), (xxxiii) Apollo SPN Management, LLC (“SPN Management”), (xxxiv) Vulcan Holdings, L.P. (“Vulcan LP”), (xxxv) Apollo Advisors VIII, L.P. (“Advisors VIII”), (xxxvi) Apollo Capital Management VIII, LLC (“Capital Management VIII”), (xxxvii) APH Holdings, L.P. (“APH Holdings”), (xxxviii) Apollo Principal Holdings III GP, Ltd. (“Principal III GP”), (xxxix) Apollo ANRP Advisors, L.P. (“Advisors ANRP”), (xl) Apollo ANRP Capital Management, LLC (“ANRP Capital Management”), (xli) Apollo Principal Holdings I, L.P. (“Principal I”), (xlii) Apollo Principal Holdings I GP, LLC (“Principal I GP”), (xliii) Apollo Capital Management, L.P. (“Capital Management”), (xliv) Apollo Capital Management GP, LLC (“Capital Management GP”), (xlv) Apollo Management Holdings, L.P. (“Management Holdings”), and (xlvi) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

 

48


 

 

 

AESI, Centre Street, Credit Master Fund, Credit Strategies, SKSI Fund, Credit Opportunity, Franklin Fund, Lincoln Fund, SOMA Fund, Zeus LP, SPN Fund and Vulcan LP (collectively, the “Apollo Funds”) each hold shares of Common Stock of the Issuer.  Euro Management serves as the investment manager of AESI, and Euro Management GP serves as the general partner of Euro Management.  Centre Street Management serves as the investment manager of Centre Street.  ST Management serves as the investment manager of Credit Master Fund and Credit Strategies.  ST Operating serves as the sole member of ST Management, ST Capital serves as the general partner of ST Operating, and ST Management Holdings serves as the sole member of ST Capital.

 

SK Strategic LP serves as the sole shareholder of SKSI Fund, and SK Strategic Management serves as the investment manager of SK Strategic LP.  Credit Opportunity Management serves as the investment manager for Credit Opportunity.  Franklin Management serves as the investment manager for Franklin Fund, and Lincoln Management serves as the investment manager for Lincoln Fund.

 

SOMA Advisors serves as the general partner of SOMA Fund, and SOMA Capital Management serves as the general partner of SOMA Advisors.  SVF Management serves as the investment manager of SOMA Fund, and SVF Management GP serves as the general partner of SVF Management.  Zeus Advisors LP serves as the general partner of Zeus LP, and Zeus Advisors GP serves as the general partner of Zeus Advisors LP.  APH Holdings (DC) serves as the sole member of each of Zeus Advisors GP and SOMA Capital Management.  Principal IV GP serves as the general partner of APH Holdings (DC).

 

SPN Investments serves as the sole member of SPN Fund, and SPN Management serves as the investment manager of SPN Investments.

 

Advisors VIII and Advisors ANRP serve as the general partners of Vulcan LP.  Capital Management VIII serves as the general partner of Advisors VIII.  APH Holdings serves as the sole member of Capital Management VIII, and Principal III GP serves as the general partner of APH Holdings.  ANRP Capital Management serves as the general partner of Advisors ANRP.  Principal I serves as the sole member and manager of ANRP Capital Management, and Principal I GP serves as the general partner of Principal I.

 

Capital Management serves as the sole member of each of Euro Management GP, Centre Street Management, Credit Opportunity Management, Franklin Management, Lincoln Management, SVF Management GP and SPN Management, and the sole member-manager of each of ST Management Holdings and SK Strategic Management.  Capital Management GP serves as the general partner of Capital Management.  Management Holdings serves as the sole member-manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.

 

49


 

 

(b)

Address of Principal Business Office or, if none, Residence
The principal office of Credit Master Fund, Credit Strategies, SKSI Fund, SK Strategic LP, APH Holdings (DC), Principal IV GP, SPN Investments, APH Holdings and Principal III GP is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.  The principal office of each of AESI, Centre Street, Centre Street Management, Credit Opportunity, Franklin Fund, Lincoln Fund, SOMA Fund, SOMA Advisors, SOMA Capital Management, Zeus LP, Zeus Advisors LP, Zeus Advisors GP, Vulcan LP, Advisors VIII, Capital Management VIII, Advisors ANRP, ANRP Capital Management, Principal I and Principal I GP is One Manhattanville Road, Suite 201, Purchase, New York 10577.  The principal office of each of Euro Management, Euro Management GP, ST Management, ST Operating, ST Capital, ST Management Holdings, SK Strategic Management, Credit Opportunity Management, Franklin Management, Lincoln Management, SVF Management, SVF Management GP, SPN Investments, SPN Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

 

 

 

 

(c)

Citizenship
AESI, SK Strategic LP, Zeus LP, Zeus Advisors LP, APH Holdings (DC), SPN Investments and APH Holdings are each exempted limited partnerships registered in the Cayman Islands.  Euro Management, Centre Street, ST Operating, Credit Opportunity, Franklin Fund, Lincoln Fund, SOMA Fund, SOMA Advisors, SVF Management, Vulcan LP, Advisors VIII, Advisors ANRP, Principal I, Capital Management and Management Holdings are each Delaware limited partnerships.  Euro Management GP, Centre Street Management, ST Management, ST Capital, ST Management Holdings, SK Strategic Management, Credit Opportunity Management, Franklin Management, Lincoln Management, SOMA Capital Management, SVF Management GP, Zeus Advisors GP, SPN Fund, SPN Management, Capital Management VIII, ANRP Capital Management, Principal I GP, Capital Management GP and Management Holdings GP are each Delaware limited liability companies.  Credit Master Fund, Credit Strategies, SKSI Fund, Principal IV GP and Principal III GP are each exempted companies incorporated in the Cayman Islands with limited liability.

 

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share (the “Common Stock”).

 

(e)

CUSIP Number
93627C101

 

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

50


 

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:

 

 

 

 

AESI

110,854

 

 

 

Euro Management

110,854

 

 

 

Euro Management GP

110,854

 

 

 

Centre Street

119,663

 

 

 

Centre Street Management

119,663

 

 

 

Credit Master Fund

173,957

 

 

 

Credit Strategies

2,354

 

 

 

ST Management

176,311

 

 

 

ST Operating

176,311

 

 

 

ST Capital

176,311

 

 

 

ST Management Holdings

176,311

 

 

 

SKSI Fund

53,120

 

 

 

SK Strategic LP

53,120

 

 

 

SK Strategic Management

53,120

 

 

 

Credit Opportunity

823,021

 

 

 

Credit Opportunity Management

823,021

 

 

 

Franklin Fund

28,737

 

 

 

Franklin Management

28,737

 

 

 

Lincoln Fund

137,138

 

 

 

Lincoln Management

137,138

 

 

 

SOMA Fund

142,911

 

 

 

SOMA Advisors

142,911

 

 

 

SOMA Capital Management

142,911

 

 

 

SVF Management

142,911

 

 

 

SVF Management GP

142,911

 

 

 

Zeus LP

93,221

 

 

 

Zeus Advisors LP

93,221

 

 

 

Zeus Advisors GP

93,221

 

 

 

APH Holdings (DC)

236,132

 

 

 

Principal IV GP

236,132

 

 

 

SPN Fund

98,362

 

 

 

SPN Investments

98,362

 

 

 

SPN Management

98,362

 

 

 

Vulcan LP

1,981,136

 

 

 

Advisors VIII

1,981,136

 

 

 

Capital Management VIII

1,981,136

 

 

 

APH Holdings

1,981,136

 

 

 

Principal III GP

1,981,136

 

 

 

Advisors ANRP

1,981,136

 

 

 

ANRP Capital Management

1,981,136

 

 

 

Principal I

1,981,136

 

 

 

Principal I GP

1,981,136

 

 

 

Capital Management

1,690,117

 

 

 

Capital Management GP

1,690,117

 

 

 

Management Holdings

1,690,117

 

 

 

Management Holdings GP

1,690,117

 

 

 

51


 

 

 

Each of the Record Holders disclaims beneficial ownership of any of the Issuer’s shares of Common Stock held of record by any of the other Record Holders or beneficially owned by any of the other reporting persons filing this report, and each of Euro Management, Euro Management GP, Centre Street Management, ST Management, ST Operating, ST Capital, ST Management Holdings, SK Strategic LP, SK Strategic Management, Credit Opportunity Management, Franklin Management, Lincoln Management, SOMA Advisors, SOMA Capital Management, SVF Management, SVF Management GP, Zeus Advisors LP, Zeus Advisors GP, APH Holdings (DC), Principal IV GP, SPN Investments, SPN Management, Advisors VIII, Advisors ANRP, Capital Management VIII, APH Holdings, Principal III GP, ANRP Capital Management, Principal I, Principal I GP, Capital Management, Capital Management GP, Management Holdings, Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the directors of Principal III GP and Principal IV GP, the managers of Principal I GP and Principal II GP,  and the managers, as well as executive officers, of Management Holdings GP, 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:

 

 

 

 

AESI

0.2

%

 

 

Euro Management

0.2

%

 

 

Euro Management GP

0.2

%

 

 

Centre Street

0.2

%

 

 

Centre Street Management

0.2

%

 

 

Credit Master Fund

0.3

%

 

 

Credit Strategies

0.0

%

 

 

ST Management

0.3

%

 

 

ST Operating

0.3

%

 

 

ST Capital

0.3

%

 

 

ST Management Holdings

0.3

%

 

 

SKSI Fund

0.1

%

 

 

SK Strategic LP

0.1

%

 

 

SK Strategic Management

0.1

%

 

 

Credit Opportunity

1.6

%

 

 

Credit Opportunity Management

1.6

%

 

 

Franklin Fund

0.1

%

 

 

Franklin Management

0.1

%

 

 

Lincoln Fund

0.3

%

 

 

Lincoln Management

0.3

%

 

 

SOMA Fund

0.3

%

 

 

SOMA Advisors

0.3

%

 

 

SOMA Capital Management

0.3

%

 

 

SVF Management

0.3

%

 

 

SVF Management GP

0.3

%

 

 

Zeus LP

0.2

%

 

 

Zeus Advisors LP

0.2

%

 

 

Zeus Advisors GP

0.2

%

 

 

52


 

 

APH Holdings (DC)

0.5

%

 

 

Principal IV GP

0.5

%

 

 

SPN Fund

0.2

%

 

 

SPN Investments

0.2

%

 

 

SPN Management

0.2

%

 

 

Vulcan LP

3.8

%

 

 

Advisors VIII

3.8

%

 

 

Capital Management VIII

3.8

%

 

 

APH Holdings

3.8

%

 

 

Principal III GP

3.8

%

 

 

Advisors ANRP

3.8

%

 

 

ANRP Capital Management

3.8

%

 

 

Principal I

3.8

%

 

 

Principal I GP

3.8

%

 

 

Capital Management

3.2

%

 

 

Capital Management GP

3.2

%

 

 

Management Holdings

3.2

%

 

 

Management Holdings GP

3.2

%

 

 

 

 

 

 

 

 

The percentage amounts are based on 52,756,440 shares of Common Stock outstanding as of October 26, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 31, 2018.

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

(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:

 

 

 

 

 

AESI

110,854

 

 

 

Euro Management

110,854

 

 

 

Euro Management GP

110,854

 

 

 

Centre Street

119,663

 

 

 

Centre Street Management

119,663

 

 

 

Credit Master Fund

173,957

 

 

 

Credit Strategies

2,354

 

 

 

ST Management

176,311

 

 

 

ST Operating

176,311

 

 

 

ST Capital

176,311

 

 

 

ST Management Holdings

176,311

 

 

 

SKSI Fund

53,120

 

 

 

SK Strategic LP

53,120

 

 

 

SK Strategic Management

53,120

 

 

 

Credit Opportunity

823,021

 

 

 

Credit Opportunity Management

823,021

 

 

 

Franklin Fund

28,737

 

 

 

Franklin Management

28,737

 

 

 

Lincoln Fund

137,138

 

 

 

Lincoln Management

137,138

 

 

 

SOMA Fund

142,911

 

 

 

53


 

 

SOMA Advisors

142,911

 

 

 

SOMA Capital Management

142,911

 

 

 

SVF Management

142,911

 

 

 

SVF Management GP

142,911

 

 

 

Zeus LP

93,221

 

 

 

Zeus Advisors LP

93,221

 

 

 

Zeus Advisors GP

93,221

 

 

 

APH Holdings (DC)

236,132

 

 

 

Principal IV GP

236,132

 

 

 

SPN Fund

98,362

 

 

 

SPN Investments

98,362

 

 

 

SPN Management

98,362

 

 

 

Vulcan LP

1,981,136

 

 

 

Advisors VIII

1,981,136

 

 

 

Capital Management VIII

1,981,136

 

 

 

APH Holdings

1,981,136

 

 

 

Principal III GP

1,981,136

 

 

 

Advisors ANRP

1,981,136

 

 

 

ANRP Capital Management

1,981,136

 

 

 

Principal I

1,981,136

 

 

 

Principal I GP

1,981,136

 

 

 

Capital Management

1,690,117

 

 

 

Capital Management GP

1,690,117

 

 

 

Management Holdings

1,690,117

 

 

 

Management Holdings GP

1,690,117

 

 

 

 

 

 

 

 

(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:

 

 

 

 

AESI

110,854

 

 

 

Euro Management

110,854

 

 

 

Euro Management GP

110,854

 

 

 

Centre Street

119,663

 

 

 

Centre Street Management

119,663

 

 

 

Credit Master Fund

173,957

 

 

 

Credit Strategies

2,354

 

 

 

ST Management

176,311

 

 

 

ST Operating

176,311

 

 

 

ST Capital

176,311

 

 

 

ST Management Holdings

176,311

 

 

 

SKSI Fund

53,120

 

 

 

SK Strategic LP

53,120

 

 

 

SK Strategic Management

53,120

 

 

 

Credit Opportunity

823,021

 

 

 

Credit Opportunity Management

823,021

 

 

 

Franklin Fund

28,737

 

 

 

Franklin Management

28,737

 

 

 

Lincoln Fund

137,138

 

 

 

Lincoln Management

137,138

 

 

 

54


 

 

SOMA Fund

142,911

 

 

 

SOMA Advisors

142,911

 

 

 

SOMA Capital Management

142,911

 

 

 

SVF Management

142,911

 

 

 

SVF Management GP

142,911

 

 

 

Zeus LP

93,221

 

 

 

Zeus Advisors LP

93,221

 

 

 

Zeus Advisors GP

93,221

 

 

 

APH Holdings (DC)

236,132

 

 

 

Principal IV GP

236,132

 

 

 

SPN Fund

98,362

 

 

 

SPN Investments

98,362

 

 

 

SPN Management

98,362

 

 

 

Vulcan LP

1,981,136

 

 

 

Advisors VIII

1,981,136

 

 

 

Capital Management VIII

1,981,136

 

 

 

APH Holdings

1,981,136

 

 

 

Principal III GP

1,981,136

 

 

 

Advisors ANRP

1,981,136

 

 

 

ANRP Capital Management

1,981,136

 

 

 

Principal I

1,981,136

 

 

 

Principal I GP

1,981,136

 

 

 

Capital Management

1,690,117

 

 

 

Capital Management GP

1,690,117

 

 

 

Management Holdings

1,690,117

 

 

 

Management Holdings GP

1,690,117

 

 

 

 

 

 

 

 

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 x

 

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.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certification.

 

Not applicable.

 

[The remainder of this page intentionally left blank.]

 

55


 

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 13, 2019

 

 

 

 

 

 

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

 

 

 

 

 

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

 

56


 

 

APOLLO CENTRE STREET MANAGEMENT, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

Name:

Joseph D. Glatt

 

Title:

Vice President

 

 

 

 

 

 

 

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 CREDIT STRATEGIES 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

 

57


 

 

ST MANAGEMENT HOLDINGS, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

Name:

Joseph D. Glatt

 

Title:

Vice President