0001104659-14-008488.txt : 20140211 0001104659-14-008488.hdr.sgml : 20140211 20140211170236 ACCESSION NUMBER: 0001104659-14-008488 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140211 DATE AS OF CHANGE: 20140211 GROUP MEMBERS: AIF VII MANAGEMENT, LLC GROUP MEMBERS: AP OVERSEAS VII (ATHLON FC) HOLDINGS, L.P. GROUP MEMBERS: APOLLO ATHLON HOLDINGS, L.P. 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. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Athlon Energy Inc. CENTRAL INDEX KEY: 0001574648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 462549833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87917 FILM NUMBER: 14595086 BUSINESS ADDRESS: STREET 1: 420 THROCKMORTON STREET STREET 2: SUITE 1200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-984-8200 MAIL ADDRESS: STREET 1: 420 THROCKMORTON STREET STREET 2: SUITE 1200 CITY: FORT WORTH STATE: TX ZIP: 76102 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 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 1 a14-5447_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Amendment No.  )*

 

Under the Securities Exchange Act of 1934

ATHLON ENERGY INC.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

047477104

(CUSIP Number)

December 31, 2013

(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. 047477104

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Athlon Holdings, L.P.

 

 

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
28,651,484 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
28,651,484 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,651,484 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)
34.9%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No. 047477104

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
AP Overseas VII (Athlon FC) Holdings, L.P.

 

 

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
25,188,188 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
25,188,188 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,188,188 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)
30.7%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No. 047477104

 

 

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)

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
53,839,672 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
53,839,672 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,839,672 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
65.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No. 047477104

 

 

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)

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
53,839,672 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
53,839,672 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,839,672 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
65.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

5


 

CUSIP No. 047477104

 

 

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)

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
53,839,672 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
53,839,672 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,839,672 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
65.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

6


 

CUSIP No. 047477104

 

 

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)

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
53,839,672 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
53,839,672 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,839,672 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
65.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

7


 

CUSIP No. 047477104

 

 

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)

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
53,839,672 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
53,839,672 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,839,672 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
65.6%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

8


 

CUSIP No. 047477104

 

 

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)

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
53,839,672 shares of Common Stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
53,839,672 shares of Common Stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,839,672 shares of Common Stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
65.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

9


 

Item 1.

 

(a)

Name of Issuer
Athlon Energy Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
420 Throckmorton Street, Suite 1200

Fort Worth, Texas 76102

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed by (i) Apollo Athlon Holdings, L.P. (“Apollo Athlon”), (ii) AP Overseas VII (Athlon FC) Holdings, L.P. (“AP Overseas VII”), (iii) Apollo Management VII, L.P. (“Management VII”), (iv) AIF VII Management, LLC (“AIF VII LLC”), (v) Apollo Management, L.P. (“Apollo Management”), (vi) Apollo Management GP, LLC (“Apollo Management GP”), (vii) Apollo Management Holdings, L.P. (“Management Holdings”), and (viii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). 

 

Apollo Athlon and AP Overseas VII each hold shares of Common Stock of the Issuer.  Management VII is the manager of each of Apollo Athlon and AP Overseas VII.  AIF VII LLC is the general partner of Management VII.  Apollo Management is the sole member and manager of AIF VII LLC, and Apollo Management GP is the general partner of Apollo Management.  Management Holdings is the sole member and manager of Apollo Management GP, and Management Holdings GP is the general partner of Management Holdings.  Apollo Athlon, AP Overseas VII, Management VII, AIF VII LLC, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP are collectively referred to herein as the “Reporting Persons.”

 

(b)

Address of Principal Business Office or, if none, Residence
The principal office of each of Apollo Athlon and AP Overseas VII is One Manhattanville Road, Suite 201, Purchase, New York 10577.  The principal office of each of Management VII, AIF VII LLC, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP is 9 West 57th Street, New York, New York 10019.

 

(c)

Citizenship
Apollo Athlon, AP Overseas VII, Management VII, Apollo Management and Management Holdings are Delaware limited partnerships.  AIF VII LLC, Apollo Management GP and Management Holdings GP are Delaware limited liability companies.

 

(d)

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

 

(e)

CUSIP Number
047477104

 

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.

 

10


 

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

 

 

 

Apollo Athlon:

28,651,484 shares of Common Stock

 

 

 

AP Overseas VII:

25,188,188 shares of Common Stock

 

 

 

Management VII:

53,839,672 shares of Common Stock

 

 

 

AIF VII LLC:

53,839,672 shares of Common Stock

 

 

 

Apollo Management:

53,839,672 shares of Common Stock

 

 

 

Apollo Management GP:

53,839,672 shares of Common Stock

 

 

 

Management Holdings:

53,839,672 shares of Common Stock

 

 

 

Management Holdings GP:

53,839,672 shares of Common Stock

 

 

Apollo Athlon and AP Overseas VII each disclaim beneficial ownership of all shares of the Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, 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.  Management VII, AIF VII LLC, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaim 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:   

 

 

Apollo Athlon:

34.9%

 

 

AP Overseas VII:

30.7%

 

 

Management VII:

65.6%

 

 

AIF VII LLC:

65.6%

 

 

Apollo Management:

65.6%

 

 

Apollo Management GP:

65.6%

 

 

Management Holdings:

65.6%

 

 

Management Holdings GP:

65.6%

 

 

 

 

 

 

The percentage amounts are based upon 82,129,089 shares of Common Stock outstanding as of November 14, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013.

 

(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.

 

11


 

 

 

(ii)

Shared power to vote or to direct the vote:    

 

 

 

Apollo Athlon:

28,651,484 shares of Common Stock

 

 

 

AP Overseas VII:

25,188,188 shares of Common Stock

 

 

 

Management VII:

53,839,672 shares of Common Stock

 

 

 

AIF VII LLC:

53,839,672 shares of Common Stock

 

 

 

Apollo Management:

53,839,672 shares of Common Stock

 

 

 

Apollo Management GP:

53,839,672 shares of Common Stock

 

 

 

Management Holdings:

53,839,672 shares of Common Stock

 

 

 

Management Holdings GP:

53,839,672 shares of Common Stock

 

 

(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:   

 

 

 

Apollo Athlon:

28,651,484 shares of Common Stock

 

 

 

AP Overseas VII:

25,188,188 shares of Common Stock

 

 

 

Management VII:

53,839,672 shares of Common Stock

 

 

 

AIF VII LLC:

53,839,672 shares of Common Stock

 

 

 

Apollo Management:

53,839,672 shares of Common Stock

 

 

 

Apollo Management GP:

53,839,672 shares of Common Stock

 

 

 

Management Holdings:

53,839,672 shares of Common Stock

 

 

 

Management Holdings GP:

53,839,672 shares of Common Stock

 

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   o

 

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.]

 

12


 

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 11, 2014

 

 

APOLLO ATHLON HOLDINGS, L.P.

 

 

 

By:

Apollo Advisors VII (APO DC), L.P.

 

 

its general partner

 

 

 

 

 

 

By:

Apollo Advisors VII (APO DC-GP), LLC

 

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

AP OVERSEAS VII (ATHLON FC) HOLDINGS, L.P.

 

 

 

 

 

By:

Apollo Advisors VII (APO DC), L.P.

 

 

its general partner

 

 

 

 

 

 

By:

Apollo Advisors VII (APO DC-GP), LLC

 

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

APOLLO MANAGEMENT VII, L.P.

 

 

 

 

 

By:

AIF VII Management, LLC

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

AIF VII MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

13


 

 

APOLLO MANAGEMENT, L.P.

 

 

 

 

 

By:

Apollo Management GP, LLC

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

Its General Partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title: 

Vice President

 

14

 EX-1 2 a14-5447_1ex1.htm EX-1

Exhibit 1

 

AGREEMENT OF JOINT FILING

(ATHLON ENERGY INC.)

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.  This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2014.

 

 

 

APOLLO ATHLON HOLDINGS, L.P.

 

 

 

 

By:

Apollo Advisors VII (APO DC), L.P.

 

 

its general partner

 

 

 

 

 

 

By:

Apollo Advisors VII (APO DC-GP), LLC

 

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

 

AP OVERSEAS VII (ATHLON FC) HOLDINGS, L.P.

 

 

 

 

By:

Apollo Advisors VII (APO DC), L.P.

 

 

its general partner

 

 

 

 

 

 

By:

Apollo Advisors VII (APO DC-GP), LLC

 

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT VII, L.P.

 

 

 

 

By:

AIF VII Management, LLC

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 


 

 

AIF VII MANAGEMENT, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT, L.P.

 

 

 

 

By:

Apollo Management GP, LLC

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:  Laurie D. Medley

 

 

Title:  Vice President

 

 

 

 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name: Laurie D. Medley

 

Title: Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

Its General Partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name: Laurie D. Medley

 

 

Title: Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name: Laurie D. Medley

 

Title: Vice President