0001104659-16-143328.txt : 20160907 0001104659-16-143328.hdr.sgml : 20160907 20160907060106 ACCESSION NUMBER: 0001104659-16-143328 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160907 DATE AS OF CHANGE: 20160907 GROUP MEMBERS: ACOF OPERATING MANAGER II, L.P. GROUP MEMBERS: ACOF OPERATING MANAGER III, LLC GROUP MEMBERS: ARES CORPORATE OPPORTUNITIES FUND III, L.P. GROUP MEMBERS: ARES HOLDCO LLC GROUP MEMBERS: ARES HOLDINGS INC. GROUP MEMBERS: ARES MANAGEMENT GP LLC GROUP MEMBERS: ARES MANAGEMENT HOLDINGS L.P. GROUP MEMBERS: ARES MANAGEMENT INC. GROUP MEMBERS: ARES MANAGEMENT LLC GROUP MEMBERS: ARES MANAGEMENT, L.P. GROUP MEMBERS: ARES PARTNERS HOLDCO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTEK INC CENTRAL INDEX KEY: 0001216596 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 050314991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85552 FILM NUMBER: 161872149 BUSINESS ADDRESS: STREET 1: 500 EXCHANGE STREET CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4017511600 MAIL ADDRESS: STREET 1: 500 EXCHANGE STREET CITY: PROVIDENCE STATE: RI ZIP: 02903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ares Corporate Opportunities Fund II, L.P. CENTRAL INDEX KEY: 0001371903 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 201-4100 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 a16-17990_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

NORTEK, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

656559309

(CUSIP Number)

 

Alison S. Ressler, Esq.

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, California 90067

(310) 712-6600

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

 

August 31, 2016

(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. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
Ares Corporate Opportunities Fund II, L.P.

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
ACOF Operating Manager II, L.P.

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
Ares Management Inc.

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

4


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
Ares Corporate Opportunities Fund III, L.P.

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
ACOF Operating Manager III, LLC

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%*

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

6


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
Ares Management LLC

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%*

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

7


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
Ares 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.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

8


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
Ares Holdco LLC

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

9


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
Ares Holdings Inc.

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

10


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
Ares 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.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%*

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

11


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
Ares 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.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

12


 

CUSIP No.

 

 

1.

Names of Reporting Persons.
Ares Partners Holdco LLC

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

13


 

Item 1.                       Security and Issuer

 

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) amends and supplements the Schedule 13D originally filed on February 10, 2012 (the “Original 13D”), as amended by Amendment No. 1 to the statement on Schedule 13D filed on April 5, 2012 (“Amendment No. 1”), as amended by Amendment No. 2 to the statement on Schedule 13D filed on April 19, 2012 (“Amendment No. 2”), as amended by Amendment No. 3 to the statement on Schedule 13D filed on April 23, 2012 (“Amendment No. 3”), as amended by Amendment No. 4 to the statement on Schedule 13D filed on October 14, 2014 (“Amendment No. 4”), as amended by Amendment No. 5 to the statement on Schedule 13D filed on July 7, 2016 (“Amendment No. 5,” and together with the Original 13D and Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Schedule 13D”), and relates to the common stock, par value $0.01 per share, (the “Common Stock”), of Nortek Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 50 Kennedy Plaza, Providence, Rhode Island 02903-2360.  This Amendment No. 6 is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons.

 

Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 or Amendment No. 5. Capitalized terms used but not otherwise defined in this Amendment No. 6 shall have the meanings ascribed to them in the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, as the case may be.

 

Item 4.                       Purpose of the Transaction

 

Item 4 of the Schedule 13D is amended to add the following:

 

As previously disclosed, on July 6, 2016, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Melrose Industries plc, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Parent”), and Nevada Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Acquisition Sub”), pursuant to which, among other things, Acquisition Sub commenced a tender offer to purchase all of the outstanding shares of Common Stock (the “Offer”) at a price of $86.00 per share.  Pursuant to the terms of a Tender and Support Agreement entered into by ACOF II and ACOF III with Parent and Acquisition Sub, the Holders tendered all of their shares of Common Stock into the Offer.

 

On August 31, 2016, Acquisition Sub accepted for payment all shares of Common Stock validly tendered and not withdrawn in the Offer, including those shares tendered by the Holders.  As a result, the Reporting Persons no longer beneficially own any Common Stock.

 

Item 5.                       Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is deleted in its entirety and replaced with the following:

 

(a) Aggregate Number and Percentage of Securities. As described in Item 4 above, as a result of the completion of the Offer, the Reporting Persons ceased to beneficially own any Common Stock.

 

(b) Power to Vote and Dispose. As described in Item 4 above, as a result of the completion of the Offer, the Reporting Persons ceased to beneficially own any Common Stock.

 

(c) Transactions within the past 60 days. Except as described in Item 4 above, the Reporting Persons have not effected any transactions in shares of Common Stock within the past 60 days.

 

(d) Certain Rights of Other Persons. Not applicable.

 

(e) Date Ceased to be a 5% Owner. August 31, 2016.

 

Item 7.                       Material to be Filed as Exhibits

 

Exhibit 1                                                                       Joint Filing Agreement, dated as of August 31, 2016, among the Reporting Persons.

 

14


 

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.

 

Dated:      August 31, 2016

 

 

ARES CORPORATE OPPORTUNITIES FUND II, L.P.,

 

 

 

By:

ACOF OPERATING MANAGER II, L.P.,

 

 

Its Manager

 

 

 

 

 

/s/ Naseem Sagati

 

 

By:

Naseem Sagati

 

 

Its:

Authorized Signatory

 

 

 

 

 

ACOF OPERATING MANAGER II, L.P.

 

 

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT, INC.

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

 

 

ARES CORPORATE OPPORTUNITIES FUND III, L.P.

 

 

 

By:

ACOF OPERATING MANAGER III, LLC

 

 

Its Manager

 

 

 

 

 

 

/s/ Naseem Sagati

 

 

By:

Naseem Sagati

 

 

Its:

Authorized Signatory

 

 

 

 

 

ACOF OPERATING MANAGER III, LLC

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

ARES MANAGEMENT LLC

 

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT HOLDINGS L.P.

 

 

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

ARES HOLDCO LLC

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

15


 

 

ARES HOLDINGS INC.

 

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT, L.P.

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory for Ares Management GP LLC, general partner for Ares Management, L.P.

 

 

 

ARES MANAGEMENT GP LLC

 

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

 

 

ARES PARTNERS HOLDCO LLC

 

 

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

16

 EX-1 2 a16-17990_1ex1.htm EX-1

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Nortek Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.

 

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of August 31, 2016.

 

 

ARES CORPORATE OPPORTUNITIES FUND II, L.P.,

 

 

 

 

By:

ACOF OPERATING MANAGER II, L.P.,

 

 

Its Manager

 

 

 

 

 

/s/ Naseem Sagati

 

 

By:

Naseem Sagati

 

 

Its:

Authorized Signatory

 

 

 

ACOF OPERATING MANAGER II, L.P.

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

ARES MANAGEMENT, INC.

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

ARES CORPORATE OPPORTUNITIES FUND III, L.P.

 

 

 

 

By:

ACOF OPERATING MANAGER III, LLC

 

 

Its Manager

 

 

 

 

 

/s/ Naseem Sagati

 

 

By:

Naseem Sagati

 

 

Its:

Authorized Signatory

 

 

 

 

 

ACOF OPERATING MANAGER III, LLC

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

ARES MANAGEMENT LLC

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

ARES MANAGEMENT HOLDINGS L.P.

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 


 

 

ARES HOLDCO LLC

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

ARES HOLDINGS INC.

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

ARES MANAGEMENT, L.P.

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory for Ares Management GP LLC, general partner for Ares Management, L.P.

 

 

 

 

 

ARES MANAGEMENT GP LLC

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory

 

 

 

 

 

ARES PARTNERS HOLDCO LLC

 

 

 

/s/ Naseem Sagati

 

By:

Naseem Sagati

 

Its:

Authorized Signatory