0001104659-19-007978.txt : 20190213 0001104659-19-007978.hdr.sgml : 20190213 20190213170112 ACCESSION NUMBER: 0001104659-19-007978 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: ACLF CO-INVESTMENT FUND, L.P. GROUP MEMBERS: AEC (LUX) S.A. R.L. GROUP MEMBERS: AEH (CB) GP, LLC GROUP MEMBERS: AEH (CB), L.P. GROUP MEMBERS: AEH (PEC), L.P. GROUP MEMBERS: AEH HOLDINGS (CB), L.P. GROUP MEMBERS: AEH HOLDINGS GP, LLC GROUP MEMBERS: AESI (HOLDINGS) II, L.P. GROUP MEMBERS: AESI II POWER TRUST MANAGEMENT LLC GROUP MEMBERS: AESI II, L.P. GROUP MEMBERS: AIF VII MANAGEMENT, LLC GROUP MEMBERS: ANRP II (DEBT AIV), L.P. GROUP MEMBERS: ANS US HOLDINGS LTD. GROUP MEMBERS: AP AEH, L.P. GROUP MEMBERS: AP INVESTMENT EUROPE III POWER TRUST MANAGEMENT LLC GROUP MEMBERS: AP INVESTMENT EUROPE III, L.P. GROUP MEMBERS: AP VII TXU (CS) GP, LLC GROUP MEMBERS: AP VII TXU (CS), L.P. GROUP MEMBERS: AP VII TXU (UBS) GP, LLC GROUP MEMBERS: AP VII TXU (UBS), L.P. GROUP MEMBERS: AP VII TXU HOLDINGS (CS), L.P. GROUP MEMBERS: AP VII TXU HOLDINGS (UBS), L.P. GROUP MEMBERS: APH HOLDINGS (DC), L.P. GROUP MEMBERS: APH HOLDINGS, L.P. GROUP MEMBERS: APOLLO ADVISORS VI (EH), L.P. GROUP MEMBERS: APOLLO ADVISORS VI (EH-GP), LTD. GROUP MEMBERS: APOLLO ADVISORS VII (EH), L.P. GROUP MEMBERS: APOLLO ADVISORS VII (EH-GP), LTD. GROUP MEMBERS: APOLLO ANRP ADVISORS II, L.P. GROUP MEMBERS: APOLLO ANRP CAPITAL MANAGEMENT II, LLC GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: APOLLO CENTRE STREET MANAGEMENT, LLC GROUP MEMBERS: APOLLO CENTRE STREET PARTNERSHIP POWER TRUST MANAGEMENT LLC GROUP MEMBERS: APOLLO CENTRE STREET PARTNERSHIP, L.P. GROUP MEMBERS: APOLLO CREDIT LIQUIDITY ADVISORS, L.P. GROUP MEMBERS: APOLLO CREDIT LIQUIDITY CAPITAL MANAGEMENT, LLC GROUP MEMBERS: APOLLO CREDIT LIQUIDITY FUND, L.P. GROUP MEMBERS: APOLLO CREDIT LIQUIDITY MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO CREDIT LIQUIDITY MANAGEMENT, L.P. GROUP MEMBERS: APOLLO CREDIT MASTER FUND LTD. GROUP MEMBERS: APOLLO CREDIT OPPORTUNITY FUND (OFFSHORE) III LP GROUP MEMBERS: APOLLO CREDIT OPPORTUNITY FUND III AIV I LP GROUP MEMBERS: APOLLO CREDIT OPPORTUNITY FUND III AIV I POWER TRUST MANAGEMENT LLC GROUP MEMBERS: APOLLO CREDIT OPPORTUNITY FUND III LP GROUP MEMBERS: APOLLO CREDIT OPPORTUNITY MANAGEMENT III LLC GROUP MEMBERS: APOLLO CREDIT OPPORTUNITY MANAGEMENT, LLC GROUP MEMBERS: APOLLO CREDIT OPPORTUNITY TRADING FUND III GROUP MEMBERS: APOLLO EUROPE MANAGEMENT III, LLC GROUP MEMBERS: APOLLO EUROPEAN CREDIT MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO EUROPEAN CREDIT MANAGEMENT, L.P. 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 HERCULES MANAGEMENT, LLC GROUP MEMBERS: APOLLO HERCULES PARTNERS, L.P. GROUP MEMBERS: APOLLO LINCOLN FIXED INCOME FUND, L.P. GROUP MEMBERS: APOLLO LINCOLN FIXED INCOME MANAGEMENT, LLC GROUP MEMBERS: APOLLO LINCOLN PRIVATE CREDIT FUND POWER TRUST MANAGEMENT LLC GROUP MEMBERS: APOLLO LINCOLN PRIVATE CREDIT FUND, L.P. GROUP MEMBERS: APOLLO LINCOLN PRIVATE CREDIT MANAGEMENT, LLC GROUP MEMBERS: APOLLO MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: APOLLO MANAGEMENT VII, L.P. GROUP MEMBERS: APOLLO MANAGEMENT, L.P. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS III GP, LTD. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS III, L.P. 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 SPECIAL OPPORTUNITIES MANAGED POWER TRUST MANAGEMENT LLC GROUP MEMBERS: APOLLO SPN INVESTMENTS I (CREDIT), LLC GROUP MEMBERS: APOLLO SPN INVESTMENTS I POWER TRUST MANAGEMENT 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 DEBT ADVISORS, 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 UNION STREET MANAGEMENT, LLC GROUP MEMBERS: APOLLO UNION STREET PARTNERS, L.P. GROUP MEMBERS: APOLLO ZEUS STRATEGIC ADVISORS, L.P. GROUP MEMBERS: APOLLO ZEUS STRATEGIC ADVISORS, LLC GROUP MEMBERS: APOLLO ZEUS STRATEGIC INVESTMENTS POWER TRUST MANAGEMENT LLC GROUP MEMBERS: APOLLO ZEUS STRATEGIC INVESTMENTS, L.P. GROUP MEMBERS: APOLLO ZEUS STRATEGIC MANAGEMENT, LLC GROUP MEMBERS: CLF FINANCE COMPANY, LLC GROUP MEMBERS: COF II (ST), LLC GROUP MEMBERS: LEROY DH GP, LLC GROUP MEMBERS: LEROY DH, L.P. GROUP MEMBERS: LEVERAGESOURCE HOLDINGS GP, LLC GROUP MEMBERS: LEVERAGESOURCE HOLDINGS, L.P. W/R/T SERIES III GROUP MEMBERS: LEVERAGESOURCE HOLDINGS, L.P. W/R/T SERIES V GROUP MEMBERS: LEVERAGESOURCE III, L.P. GROUP MEMBERS: LEVERAGESOURCE V S.A. R.L. GROUP MEMBERS: LEVERAGESOURCE V, L.P. GROUP MEMBERS: LEVERAGESOURCE, L.P GROUP MEMBERS: LS III GP, LLC GROUP MEMBERS: LS V GP, LLC GROUP MEMBERS: LSR LOAN FUNDING LLC GROUP MEMBERS: ST MANAGEMENT HOLDINGS, LLC GROUP MEMBERS: STONE TOWER CDO II LTD. GROUP MEMBERS: ZEUS INVESTMENTS, L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90240 FILM NUMBER: 19598415 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 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_4sc13ga.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

VISTRA ENERGY CORP.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

92840M102

(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. 92840M102

 

 

1

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

LeverageSource V S.à r.l.

 

 

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
Luxembourg

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
924,748 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
924,748 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
924,748 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

 

2


 

CUSIP No. 92840M102

 

 

1

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

LeverageSource V, 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
924,748 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
924,748 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
924,748 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. 92840M102

 

 

1

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

LS V 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
924,748 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
924,748 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
924,748 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. 92840M102

 

 

1

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

LeverageSource Holdings, L.P. w/r/t Series V

 

 

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
924,748 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
924,748 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
924,748 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. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
LSR Loan Funding 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
2,927,255 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
2,927,255 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,927,255 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)
0.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

6


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
LeverageSource III, 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
2,927,255 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
2,927,255 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,927,255 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)
0.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

7


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
LS III 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
2,927,255 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
2,927,255 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,927,255 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)
0.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

8


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
LeverageSource Holdings, L.P. w/r/t Series III

 

 

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

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
2,927,255 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
2,927,255 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,927,255 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)
0.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

9


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
LeverageSource 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
3,852,003 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,852,003 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,852,003 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)
0.8%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

10


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
LeverageSource, 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
3,852,003 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,852,003 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,852,003 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)
0.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

11


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Advisors VI (EH), 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
3,852,003 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,852,003 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,852,003 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)
0.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

12


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Advisors VI (EH-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
3,852,003 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,852,003 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,852,003 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)
0.8%

 

 

12

Type of Reporting Person (See Instructions)
CO

 

13


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Advisors VII (EH), 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
3,852,003 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,852,003 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,852,003 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)
0.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

14


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Advisors VII (EH-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
3,852,003 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,852,003 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,852,003 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)
0.8%

 

 

12

Type of Reporting Person (See Instructions)
CO

 

15


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Principal Holdings III, 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
3,852,003 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,852,003 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,852,003 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)
0.8%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

16


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Leroy DH, 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
1,307,193 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,307,193 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,193 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

 

17


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Leroy DH 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
1,307,193 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,307,193 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,193 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

 

18


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
ANRP II (Debt AIV), 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
1,307,193 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,307,193 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,193 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

 

19


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo ANRP Advisors 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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
1,307,193 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,307,193 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,193 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. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo ANRP Capital Management II, 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
1,307,193 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,307,193 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,193 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. 92840M102

 

 

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
1,307,193 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,307,193 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,193 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. 92840M102

 

 

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
5,159,196 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
5,159,196 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,159,196 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)
1.0%

 

 

12

Type of Reporting Person (See Instructions)
CO

 

23


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
ACLF Co-Investment 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
Alberta

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
PN

 

24


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Credit Liquidity 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
PN

 

25


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Credit Liquidity 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
OO

 

26


 

CUSIP No. 92840M102

 

 

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
357,146 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
357,146 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
357,146 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

 

27


 

CUSIP No. 92840M102

 

 

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
357,146 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
357,146 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
357,146 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

 

28


 

CUSIP No. 92840M102

 

 

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
357,146 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
357,146 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
357,146 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

 

29


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Special Opportunities Managed Power Trust 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
OO

 

30


 

CUSIP No. 92840M102

 

 

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
561,331 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
561,331 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
561,331 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

 

31


 

CUSIP No. 92840M102

 

 

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
561,331 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
561,331 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
561,331 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

 

32


 

CUSIP No. 92840M102

 

 

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
561,331 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
561,331 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
561,331 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

 

33


 

CUSIP No. 92840M102

 

 

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
918,477 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
918,477 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
918,477 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

 

34


 

CUSIP No. 92840M102

 

 

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
918,477 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
918,477 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
918,477 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)
CO

 

35


 

CUSIP No. 92840M102

 

 

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
561,331 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
561,331 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
561,331 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

 

36


 

CUSIP No. 92840M102

 

 

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
561,331 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
561,331 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
561,331 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

 

37


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AEH (CB), 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
5,324,684 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
5,324,684 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,324,684 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)
1.1%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

38


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AEH (CB) 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
5,324,684 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
5,324,684 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,324,684 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)
1.1%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

39


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AEH Holdings (CB), 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
5,324,684 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
5,324,684 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,324,684 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)
1.1%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

40


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AEH (PEC), 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
2,214,205 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
2,214,205 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,214,205 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)
0.4%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

41


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AP VII TXU (CS), 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
7,005,057 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
7,005,057 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,005,057 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)
1.4%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

42


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AP VII TXU (CS) 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
7,005,057 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
7,005,057 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,005,057 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)
1.4%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

43


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AP VII TXU Holdings (CS), 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
7,005,057 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
7,005,057 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,005,057 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)
1.4%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

44


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AP VII TXU (UBS), 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
3,707,441 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,707,441 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,707,441 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)
0.7%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

45


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AP VII TXU (UBS) 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
3,707,441 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,707,441 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,707,441 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)
0.7%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

46


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AP VII TXU Holdings (UBS), 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
3,707,441 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,707,441 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,707,441 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)
0.7%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

47


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AEH 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
18,251,387 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
18,251,387 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,251,387 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)
3.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

48


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AP AEH, 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
18,251,387 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
18,251,387 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,251,387 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)
3.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

49


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Management VII, 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
18,251,387 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
18,251,387 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,251,387 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)
3.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

50


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AIF VII 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
18,251,387 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
18,251,387 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,251,387 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)
3.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

51


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo 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
18,251,387 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
18,251,387 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,251,387 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)
3.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

52


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo 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
18,251,387 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
18,251,387 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,251,387 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)
3.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

53


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
CLF Finance Company, 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
OO

 

54


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Credit Liquidity 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
PN

 

55


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Credit Liquidity 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
PN

 

56


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Credit Liquidity 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
OO

 

57


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AEC (Lux) S.à r.l.

 

 

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
Luxembourg

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
OO

 

58


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo European Credit 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
PN

 

59


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo European Credit 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
OO

 

60


 

CUSIP No. 92840M102

 

 

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
226,630 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
226,630 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
226,630 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)
PN

 

61


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AESI II Power Trust 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
OO

 

62


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AESI 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
PN

 

63


 

CUSIP No. 92840M102

 

 

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
226,630 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
226,630 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
226,630 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)
PN

 

64


 

CUSIP No. 92840M102

 

 

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
226,630 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
226,630 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
226,630 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)
OO

 

65


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AP Investment Europe III Power Trust 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
0 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)
OO

 

66


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
AP Investment Europe III, 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
188,792 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
188,792 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
188,792 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)
PN

 

67


 

CUSIP No. 92840M102

 

 

1

Name of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Europe Management III, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4