Sec Form 13D Filing - Apollo Management Holdings GP LLC filing for TD SYNNEX CORP (SNX) - 2023-07-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13d

(Amendment No. 4)*

 

Under the Securities Exchange Act of 1934

 

TD SYNNEX CORPORATION

 

(Name of Issuer)

 

Common stock, par value $0.001 per share

 

(Title of Class of Securities)

 

87162W100

 

(CUSIP Number)

 

Erin E. Martin, Esq.
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue NW
Washington, DC 20004
 (202) 739-3000

 

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 

July 11, 2023

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Tiger Parent Holdings, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

38

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

38

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

 14

TYPE OF REPORTING PERSON

 

PN

 

2

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Tiger Parent Holdings GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

373,297

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

373,297

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

373,297

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

 14

TYPE OF REPORTING PERSON

 

OO

 

3

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

AP IX Tiger Holdings, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

22,348,489

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

22,348,489

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

22,348,489

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.8%

 14

TYPE OF REPORTING PERSON

 

PN

 

4

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

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

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

4,838,101

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

4,838,101

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,838,101

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%

 14

TYPE OF REPORTING PERSON

 

PN

 

5

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

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

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

8,313,292

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

8,313,292

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,313,292

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.9%

 14

TYPE OF REPORTING PERSON

 

PN

 

6

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

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

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

8,313,292

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

8,313,292

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,313,292

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.9%

 14

TYPE OF REPORTING PERSON

 

OO

 

7

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

AP IX Tiger Holdings GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

35,499,882

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

35,499,882

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

35,499,882

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

37.9%

 14

TYPE OF REPORTING PERSON

 

 OO

 

8

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management IX, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

35,499,882

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

35,499,882

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

35,499,882

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

37.9%

 14

TYPE OF REPORTING PERSON

 

PN

 

9

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

AIF IX Management, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

35,499,882

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

35,499,882

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

35,499,882

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

37.9%

 14

TYPE OF REPORTING PERSON

 

OO

 

10

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

35,499,882

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

35,499,882

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

35,499,882

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

37.9%

 14

TYPE OF REPORTING PERSON

 

PN

 

11

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

35,499,882

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

35,499,882

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

35,499,882

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

37.9%

 14

TYPE OF REPORTING PERSON

 

OO

 

12

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management Holdings, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

35,499,882

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

35,499,882

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

35,499,882

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

37.9%

 14

TYPE OF REPORTING PERSON

 

PN

 

13

 

 

  CUSIP No. 87162W100  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management Holdings GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

 (a) ¨

 (b) ¨

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

35,499,882

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

35,499,882

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

35,499,882

 12

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

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

37.9%

 14

TYPE OF REPORTING PERSON

 

OO

 

14

 

 

Schedule 13D/A

Amendment No. 4

 

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

 

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

 

Item 5.      Interest in Securities of the Issuer

 

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

 

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

 

Sole Voting Power 0
Shared Voting Power 35,499,882  
Sole Dispositive Power 0
Shared Dispositive Power 35,499,882

 

The amounts reported as beneficially owned include 373,259 shares that have been placed in an escrow account administered by Tiger Parent Holdings GP, LLC (“Tiger GP”), pending satisfaction of certain vesting requirements by members of management of the Issuer.

 

The Reporting Persons’ aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 37.9%, based on a total of 93,754,094 shares of Common Stock as of June 28, 2023, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on July 6, 2023.

 

Each of the entities listed above, other than Tiger Holdings, AP IX Tiger, Tiger Co-Invest, Tiger Co-Invest II and Tiger Co-Invest ML (collectively, the “Record Holders”), disclaims beneficial ownership of any shares of the Common Stock owned of record by the Record Holders, except to the extent of any pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

(c) The Reporting Persons have effected the following transaction of the Common Stock during the 60 days preceding the date of this Schedule 13D: on July 11, 2023, the Reporting Persons set forth below sold an aggregate of 2,300,000 shares of Common Stock for $94.5 per share in a transaction pursuant to Rule 144 of the Securities Act of 1933, as amended.

 

AP IX Tiger                        1,433,880 shares

Tiger Co-Invest                 316,787 shares

Tiger Co-Invest II             544,333 shares

 

(d) & (e) Not applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: July 13, 2023

 

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

 

 

 

 

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

 

 

 

 

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