Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Savers Value Village, Inc.
(Name of Issuer)
Common Stock, par value $0.000001 per share
(Title of Class of Securities)
80517M109
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | 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. 80517M109 | Schedule 13G | Page 1 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
9,967,710
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
9,967,710
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,967,710 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
6.2% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 80517M109 | Schedule 13G | Page 2 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
9,110,184
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
9,110,184
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,110,184 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
5.7% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 80517M109 | Schedule 13G | Page 3 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
21,588,517
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
21,588,517
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,588,517 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
13.5% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 80517M109 | Schedule 13G | Page 4 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
37,388,017
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
37,388,017
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,388,017 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
23.3% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 80517M109 | Schedule 13G | Page 5 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
37,388,017
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
37,388,017
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,388,017 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
23.3% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 80517M109 | Schedule 13G | Page 6 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
75,682,654
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
75,682,654
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,682,654 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
47.2% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 80517M109 | Schedule 13G | Page 7 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
75,682,654
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
75,682,654
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,682,654 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
47.2% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 80517M109 | Schedule 13G | Page 8 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
134,659,188
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
134,659,188
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,659,188 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
83.9% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 80517M109 | Schedule 13G | Page 9 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
134,659,188
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
134,659,188
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,659,188 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
83.9% |
| 12 | Type of Reporting Person
PN |
| CUSIP No. 80517M109 | Schedule 13G | Page 10 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
134,659,188
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
134,659,188
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,659,188 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
83.9% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 80517M109 | Schedule 13G | Page 11 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
134,659,188
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
134,659,188
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,659,188 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
83.9% |
| 12 | Type of Reporting Person
CO |
| CUSIP No. 80517M109 | Schedule 13G | Page 12 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
134,659,188
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
134,659,188
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,659,188 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
83.9% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 80517M109 | Schedule 13G | Page 13 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
134,659,188
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
134,659,188
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,659,188 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
83.9% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 80517M109 | Schedule 13G | Page 14 of 21 |
| 1 | Names
of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) x |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
134,659,188
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
134,659,188
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,659,188 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
83.9% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 80517M109 | Schedule 13G | Page 15 of 21 |
| ITEM 1. | (a) | Name of Issuer: |
Savers Value Village, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
11400 S.E. 6th Street, Suite 125, Bellevue, WA 98004.
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons” or the “Ares Entities.” This statement is filed on behalf of:
ASSF IV AIV B Holdings III, L.P. (“ASSF IV AIV Holdings”)
ASSF IV AIV B, L.P. (“ASSF IV AIV”)
ASSF Operating Manager IV, L.P.
ASOF Holdings I, L.P. (“ASOF Holdings I”)
ASOF Investment Management LLC
Ares Corporate Opportunities Fund V, L.P. (“ACOF V”)
ACOF Investment Management LLC
Ares Management LLC
Ares Management Holdings L.P.
Ares Holdco LLC
Ares Management Corporation (“Ares Management”)
Ares Voting LLC
Ares Management GP LLC
Ares Partners Holdco LLC (“Ares Partners”)
| (b) | Address or Principal Business Office: |
The principal business address of each of the Reporting Persons is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
| (c) | Citizenship of each Reporting Person is: |
The Reporting Persons are each organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Common stock, par value $0.000001 per share (“Common Stock”).
| CUSIP No. 80517M109 | Schedule 13G | Page 16 of 21 |
| (e) | CUSIP Number: |
80517M109
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of the shares of Common Stock as of December 31, 2023, based upon 160,452,633 shares of Common Stock outstanding as of November 6, 2023, as disclosed in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 13, 2023.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| ASSF IV AIV B Holdings III, L.P. | 9,967,710 | 6.2 | % | 0 | 9,967,710 | 0 | 9,967,710 | |||||||||||||||||
| ASSF IV AIV B, L.P. | 9,110,184 | 5.7 | % | 0 | 9,110,184 | 0 | 9,110,184 | |||||||||||||||||
| ASSF Operating Manager IV, L.P. | 21,588,517 | 13.5 | % | 0 | 21,588,517 | 0 | 21,588,517 | |||||||||||||||||
| ASOF Holdings I, L.P. | 37,388,017 | 23.3 | % | 0 | 37,388,017 | 0 | 37,388,017 | |||||||||||||||||
| ASOF Investment Management LLC | 37,388,017 | 23.3 | % | 0 | 37,388,017 | 0 | 37,388,017 | |||||||||||||||||
| Ares Corporate Opportunities Fund V, L.P. | 75,682,654 | 47.2 | % | 0 | 75,682,654 | 0 | 75,682,654 | |||||||||||||||||
| ACOF Investment Management LLC | 75,682,654 | 47.2 | % | 0 | 75,682,654 | 0 | 75,682,654 | |||||||||||||||||
| Ares Management LLC | 134,659,188 | 83.9 | % | 0 | 134,659,188 | 0 | 134,659,188 | |||||||||||||||||
| Ares Management Holdings L.P. | 134,659,188 | 83.9 | % | 0 | 134,659,188 | 0 | 134,659,188 | |||||||||||||||||
| Ares Holdco LLC | 134,659,188 | 83.9 | % | 0 | 134,659,188 | 0 | 134,659,188 | |||||||||||||||||
| Ares Management Corporation | 134,659,188 | 83.9 | % | 0 | 134,659,188 | 0 | 134,659,188 | |||||||||||||||||
| Ares Voting LLC | 134,659,188 | 83.9 | % | 0 | 134,659,188 | 0 | 134,659,188 | |||||||||||||||||
| Ares Management GP LLC | 134,659,188 | 83.9 | % | 0 | 134,659,188 | 0 | 134,659,188 | |||||||||||||||||
| Ares Partners Holdco LLC | 134,659,188 | 83.9 | % | 0 | 134,659,188 | 0 | 134,659,188 | |||||||||||||||||
Includes 9,967,710 shares held by ASSF IV AIV Holdings, 9,110,184 shares held by ASSF IV AIV, 37,388,017 shares held by ASOF Holdings I and 75,682,654 shares held by ACOF V. Also includes 2,510,623 shares held by an account managed by ASSF Operating Manager IV, L.P. with respect to which the Ares Entities may be deemed to have shared voting or dispositive power.
Ares Partners is the sole member of each of Ares Voting LLC and Ares Management GP LLC, which are respectively the holders of the Class B and Class C common stock of Ares Management, which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met.
| CUSIP No. 80517M109 | Schedule 13G | Page 17 of 21 |
Ares Management is the sole member of Ares Holdco LLC, which is the general partner of Ares Management Holdings L.P., which is the sole member of Ares Management LLC, which is: (i) the sole member of ACOF Investment Management LLC, which is the manager of ACOF V; (ii) the general partner of ASSF Operating Manager IV, L.P., which is the manager of each of ASSF IV AIV Holdings and ASSF IV AIV; and (iii) the sole member of ASOF Investment Management LLC, which is the manager of ASOF Holdings I.
Each of the Ares Entities may be deemed to share beneficial ownership of the securities reported herein, but each disclaims any such beneficial ownership of securities not held of record by them. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the “Board Members”). Mr. Ressler generally has veto authority over Board Members’ decisions. Each of these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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.
| CUSIP No. 80517M109 | Schedule 13G | Page 18 of 21 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2024
| ASSF IV AIV B Holdings III, L.P. | ||
| By: | ASSF Operating Manager IV, L.P., its manager | |
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASSF IV AIV B, L.P. | ||
| By: | ASSF Operating Manager IV, L.P., its manager | |
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASSF Operating Manager IV, L.P. | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Holdings I, L.P. | ||
| By: | ASOF Investment Management LLC, its manager | |
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Investment Management LLC | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| CUSIP No. 80517M109 | Schedule 13G | Page 19 of 21 |
| Ares Corporate Opportunities Fund V, L.P. | ||
| By: | ACOF Investment Management LLC, its manager | |
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF Investment Management LLC | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| Ares Management LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management Holdings L.P. | ||
| By: | Ares Holdco LLC, its general partner, | |
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Holdco LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management Corporation | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| CUSIP No. 80517M109 | Schedule 13G | Page 20 of 21 |
| Ares Voting LLC | ||
| By: | Ares Partners Holdco LLC, its sole member | |
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management GP LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Partners Holdco LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| CUSIP No. 80517M109 | Schedule 13G | Page 21 of 21 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99 | Joint Filing Agreement. |
Exhibit 99
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 that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 13th day of February, 2023.
| ASSF IV AIV B Holdings III, L.P. | ||
| By: | ASSF Operating Manager IV, L.P., its manager | |
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASSF IV AIV B, L.P. | ||
| By: | ASSF Operating Manager IV, L.P., its manager | |
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASSF Operating Manager IV, L.P. | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Holdings I, L.P. | ||
| By: | ASOF Investment Management LLC, its manager | |
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Investment Management LLC | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| Ares Corporate Opportunities Fund V, L.P. | ||
| By: | ACOF Investment Management LLC, its manager | |
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF Investment Management LLC | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| Ares Management LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management Holdings L.P. | ||
| By: | Ares Holdco LLC, its general partner, | |
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Holdco LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management Corporation | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Voting LLC | ||
| By: | Ares Partners Holdco LLC, its sole member | |
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management GP LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Partners Holdco LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |