Exhibit 99.1
(1) Following the reported transaction, the number of ordinary shares, par value $0.001, of Norwegian Cruise Line Holdings Ltd. (the “Issuer”), reported as beneficially owned by the reporting persons consists of: (a) 5,021,651 shares held of record by AAA Guarantor — Co-Invest VI (B), L.P. (“Co-Invest VI (B)”) and 145,649 Escrow Shares that will be distributed to Co-Invest VI (B) if not forfeited; (b) 20,388 shares held of record by AAA Guarantor — Co-Invest VII, L.P. (“Co-Invest VII”) and 3,655 Escrow Shares that will be distributed to Co-Invest VII if not forfeited; (c) 4,446,470 shares held of record by AIF VI NCL (AIV), L.P. (“AIF VI NCL”); (d) 4,495,890 shares held of record by AIF VI NCL (AIV II), L.P. (“NCL (AIV II)”); (e) 4,394,308 shares held of record by AIF VI NCL (AIV III), L.P. (“NCL (AIV III)”); (f) 4,387,177 shares held of record by AIF VI NCL (AIV IV), L.P. (“NCL (AIV IV)”), (g) 4,911,408 shares held of record by Apollo Overseas Partners VI, L.P. (“Overseas VI”); (h) 2,031,331 shares held of record by Apollo Overseas Partners (Delaware) VI, L.P. (“Overseas Delaware”); (i) 4,960,499 shares held of record by Apollo Overseas Partners (Delaware 892) VI, L.P. (“Overseas 892”) , (j) 62,216 shares held of record by Apollo Overseas Partners (Germany) VI, L.P. (“Overseas Germany”); (k) 9,588,742 shares held of record by AIF VI Euro Holdings, L.P. (“AIF VI Euro”) and 1,457,506 Escrow Shares that will be distributed to AIF VI Euro if not forfeited; (l) 2,834,155 shares held of record by AIF VII Euro Holdings, L.P. (“AIF VII Euro”) and 508,123 Escrow Shares that will be distributed to AIF VII Euro if not forfeited; (m) 346 shares held of record by Apollo Alternative Assets, L.P. (“Alternative Assets”) and 62 Escrow Shares that will be distributed to Alternative Assets if not forfeited; (n) 3,324 shares held of record by Apollo Management VI, L.P. (“Management VI”) and 595 Escrow Shares that will be distributed to Management VI if not forfeited; and (o) 1,115 shares held of record by Apollo Management VII, L.P. (“Management VII”and 200 Escrow Shares that will be distributed to Management VII if not forfeited. The Escrow Shares reported as beneficially owned consist of ordinary shares of the Issuer that are currently being held in escrow in the name of the Issuer pursuant to the Agreement and Plan of Merger dated as of September 2, 2014, as amended (the “Merger Agreement”), by and among Prestige Cruises International, Inc., the Issuer, a wholly-owned subsidiary of the Issuer and Apollo Management, L.P. (“Apollo Management”), and which, if not forfeited during the nine month period following the closing of the merger to satisfy the respective indemnification obligations of Co-Invest VI (B), Co-Invest VII, AIF VI Euro, AIF VII Euro, Alternative Assets, Management VI and Management VII under the Merger Agreement, will be distributed to Co-Invest VI (B), Co-Invest VII, AIF VI Euro, AIF VII Euro, Alternative Assets, Management VI and Management VII. Co-Invest VI (B), Co-Invest VII, AIF VI NCL, NCL (AIV II), NCL (AIV III), NCL (AIV IV), Overseas VI, Overseas Delaware, Overseas 892, Overseas Germany, AIF VI Euro, AIF VII Euro, Alternative Assets, Management VI and Management VII are referred to collectively as the “Apollo Holders”.
The amount of securities reported as beneficially owned following the reported transaction does not include any ordinary shares of the Issuer held of record by Star NCLC Holdings Ltd., or by any of TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P. or TPG Viking AIV III, L.P., respectively, which have each granted the Apollo Holders an irrevocable proxy to vote shares held by such persons in the case of certain transactions that require shareholder approval. Pursuant to the Amended and Restated Shareholders’ Agreement, as amended, among the Issuer, the Apollo Holders and the other shareholders that are a party thereto, the Apollo Holders also have the right under certain circumstances to require each of Star NCLC Holdings Ltd., TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P. and TPG Viking AIV III, L.P. to sell the ordinary shares of the Issuer held by such entity to a third party purchaser.
AAA MIP Limited (“AAA MIP”) is the general partner of Co-Invest VI (B) and Co-Invest VII. Alternative Assets provides management services to Co-Invest VI (B), Co-Invest VII and AAA MIP. Apollo International Management, L.P. (“Intl Management”) is the managing general partner of Alternative Assets, and Apollo International Management GP, LLC (“International GP”) is the general partner of Intl Management.
Management VI is the manager of each of AIF VI NCL, NCL (AIV II), NCL (AIV III), NCL (AIV IV), Overseas VI, Overseas Delaware, Overseas 892, Overseas Germany and AIF VI Euro. AIF VI Management, LLC (“AIF VI LLC”) is the general partner of Management VI. Management VII is the manager of AIF VII Euro, and AIF VI Management, LLC (“AIF VI LLC”) is the general partner of Management VII.
Apollo Management is the sole member and manager of AIF VI LLC and AIF VII LLC, and Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of International GP and of Management GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings.
Apollo Advisors VI (EH), L.P. (“Advisors VI (EH)”) is the general partner of AIF VI NCL, NCL (AIV II), NCL (AIV III), NCL (AIV IV) and AIF VI Euro. Apollo Advisors VI (EH-GP), Ltd. (“Advisors VI (EH-GP)”) is the general partner of Advisors VI (EH). Apollo Advisors VII (EH), L.P. (“Advisors VII (EH)”) is the general partner of AIF VII Euro. Apollo Advisors VII (EH-GP), Ltd. (“Advisors VII (EH-GP)”) is the general partner of Advisors VII (EH). Apollo Principal Holdings III, L.P. (“Principal III”) is the sole shareholder of Advisors VI (EH-GP) and Advisors VII (EH-GP). The general partner of Principal III is Apollo Principal Holdings III GP, Ltd. (“Principal III GP”).
Apollo Advisors VI, L.P. (“Advisors VI”) is the general partner or managing general partner of each of Overseas VI, Overseas Delaware, Overseas 892 and Overseas Germany. Apollo Capital Management VI, LLC (“ACM VI”) is the general partner of Advisors VI. Apollo Principal Holdings I, L.P. (“Principal I”) is the sole member and manager of ACM VI, and Apollo Principal Holdings I GP, LLC (“Principal I GP”) is the general partner of Principal I.
Leon Black, Joshua Harris and Marc Rowan are the managers, as well as principal executive officers, of Management Holdings GP, the managers of Principal I GP and the directors of Principal III GP.
Each of the Apollo Holders disclaims beneficial ownership of any of the Issuer’s ordinary shares beneficially owned by any of the other Apollo Holders, and each of AAA MIP, Intl Management, International GP, AIF VI LLC, AIF VII LLC, Apollo Management, Management GP, Management Holdings, Management Holdings GP, Advisors VI (EH), Advisors VI (EH-GP), Advisors VII (EH), Advisors VII (EH-GP), Principal III, Principal III GP, Advisors VI, ACM VI, Principal I, Principal I GP, and Messrs. Black, Harris and Rowan, disclaims beneficial ownership of any shares of the Issuer’s ordinary shares beneficially owned by any of the Apollo Holders, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The address for Co-Invest VI (B) is c/o Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960. The address for Co-Invest VII and AAA MIP is Trafalgar Court, Les Banques, GY1 3QL, St. Peter Port, Guernsey, Channel Islands. The address for each of Alternative Assets, Overseas Delaware, Overseas 892, Advisors VI, ACM VI, Principal I and Principal I GP is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address for each of AIF VI NCL, NCL (AIV II), NCL (AIV III), NCL (AIV IV), Overseas VI, Overseas Germany, AIF VI Euro, AIF VII Euro, Advisors VI (EH), Advisors VI (EH GP), Advisors VII (EH), Advisors VII (EH GP), Principal III and Principal III GP is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Street, George Town, KY1-9005 Grand Cayman, Cayman Islands. The address for each of Intl Management, International GP, Management VI, AIF VI LLC, Management VII, AIF VII LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP, and Messrs. Black, Harris and Rowan, is 9 West 57th Street, 43rd Floor, New York, New York 10019.
Exhibit 99.2
This Statement on Form 4 is filed by: (i) AAA Guarantor - Co-Invest VI (B), L.P., (ii) AAA Guarantor — Co-Invest VII, L.P., (iii) AIF VI NCL (AIV), L.P., (iv) AIF VI NCL (AIV II), L.P., (v) AIF VI NCL (AIV III), L.P., (vi) AIF VI NCL (AIV IV), L.P., (vii) Apollo Overseas Partners VI, L.P., (viii) Apollo Overseas Partners (Delaware) VI, L.P., (ix) Apollo Overseas Partners (Delaware 892) VI, L.P., (x) Apollo Overseas Partners (Germany) VI, L.P., (xi) AIF VI Euro Holdings, L.P., (xii) AIF VII Euro Holdings, L.P., (xiii) AAA MIP Limited, (xiv) Apollo Alternative Assets, L.P., (xv) Apollo International Management, L.P., (xvi) Apollo International Management GP, LLC, (xvii) Apollo Advisors VI, L.P., (xviii) Apollo Capital Management VI, LLC, (xix) Apollo Principal Holdings I, L.P., (xx) Apollo Principal Holdings I GP, LLC, (xxi) Apollo Advisors VI (EH), L.P., (xxii) Apollo Advisors VI (EH-GP), Ltd., (xxiii) Apollo Advisors VII (EH), L.P., (xxiv) Apollo Advisors VII (EH-GP) Ltd, (xxv) Apollo Principal Holdings III, L.P., (xxvi) Apollo Principal Holdings III GP, Ltd., (xxvii) Apollo Management VI, L.P., (xxviii) AIF VI Management, LLC, (xxix) Apollo Management VII, L.P., (xxx) AIF VII Management, LLC, (xxxi) Apollo Management, L.P., (xxxii) Apollo Management GP, LLC, (xxxiii) Apollo Management Holdings, L.P., and (xxxiv) Apollo Management Holdings GP, LLC
Name of Designated Filer: Apollo Management Holdings GP, LLC
Date of Event Requiring Statement: May 26, 2015
Issuer Name and Ticker or Trading Symbol: Norwegian Cruise Line Holdings Ltd. [NCLH]
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AAA GUARANTOR - CO-INVEST VI (B), L.P. | |||||
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AAA MIP Limited | ||||
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its general partner | ||||
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Apollo Alternative Assets, L.P. | |||
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its investment manager | |||
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Apollo International Management, L.P. | ||
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its managing general partner | ||
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Apollo International Management GP, LLC | |
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its general partner | |
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/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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AAA GUARANTOR - CO-INVEST VII, L.P. | |||||
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AAA MIP Limited | ||||
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its general partner | ||||
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Apollo Alternative Assets, L.P. | |||
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its investment manager | |||
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Apollo International Management, L.P. | ||
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its managing general partner | ||
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Apollo International Management GP, LLC | |
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its general partner | |
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/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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AAA MIP LIMITED | |||||
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Apollo Alternative Assets, L.P. | ||||
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its investment manager | ||||
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Apollo International Management, L.P. | |||
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its managing general partner | |||
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Apollo International Management GP, LLC, | ||
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its general partner | ||
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/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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APOLLO ALTERNATIVE ASSETS, L.P. | |||||
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Apollo International Management, L.P. | ||||
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its managing general partner | ||||
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Apollo International Management GP, LLC | |||
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its general partner | |||
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/s/ Laurie D. Medley | ||
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Laurie D. Medley | ||
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Vice President | ||
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APOLLO INTERNATIONAL MANAGEMENT, L.P. | ||||
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Apollo International Management GP, LLC | |||
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its general partner | |||
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/s/ Laurie D. Medley | ||
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Laurie D. Medley | ||
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Vice President | ||
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APOLLO INTERNATIONAL MANAGEMENT GP, LLC | ||||
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/s/ Laurie D. Medley | |||
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Laurie D. Medley | |||
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Vice President | |||
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AIF VI NCL (AIV), L.P. | ||||
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Apollo Advisors VI (EH), L.P. | |||
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its general partner | |||
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Apollo Advisors VI (EH-GP), Ltd. | ||
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its general partner | ||
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/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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AIF VI NCL (AIV II), L.P. | ||||
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Apollo Advisors VI (EH), L.P. | |||
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its general partner | |||
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Apollo Advisors VI (EH-GP), Ltd. | ||
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its general partner | ||
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/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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AIF VI NCL (AIV III), L.P. | |||
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Apollo Advisors VI (EH), L.P. | ||
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its general partner | ||
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Apollo Advisors VI (EH-GP), Ltd. | |
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its general partner | |
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/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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AIF VI NCL (AIV IV), L.P. | |||
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Apollo Advisors VI (EH), L.P. | ||
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its general partner | ||
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Apollo Advisors VI (EH-GP), Ltd. | |
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its general partner | |
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/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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AIF VI EURO HOLDINGS, L.P. | |||
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Apollo Advisors VI (EH), L.P. | ||
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its general partner | ||
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Apollo Advisors VI (EH-GP), Ltd. | |
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its general partner | |
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/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO ADVISORS VI (EH), L.P. | |||
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Apollo Advisors VI (EH-GP), Ltd. | ||
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its general partner | ||
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/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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APOLLO ADVISORS VI (EH-GP), LTD. | |||
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/s/ Laurie D. Medley | ||
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Laurie D. Medley | ||
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Vice President | ||
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AIF VII EURO HOLDINGS, L.P. | |||
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Apollo Advisors VII (EH), L.P. | ||
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its general partner | ||
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By: |
Apollo Advisors VII (EH-GP), Ltd. | |
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its general partner | |
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/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO ADVISORS VII (EH), L.P. | |||
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Apollo Advisors VII (EH-GP), Ltd. | ||
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its general partner | ||
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By: |
/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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APOLLO ADVISORS VII (EH-GP), LTD. | |||
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By: |
/s/ Laurie D. Medley | ||
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Laurie D. Medley | ||
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Vice President | ||
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APOLLO PRINCIPAL HOLDINGS III, L.P. | |||
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Apollo Principal Holdings III GP, Ltd. | ||
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its general partner | ||
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By: |
/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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APOLLO PRINCIPAL HOLDINGS III GP, LTD. | |||||||
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By: |
/s/ Laurie D. Medley | ||||||
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Laurie D. Medley | ||||||
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Vice President | ||||||
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APOLLO OVERSEAS PARTNERS VI, L.P. | |||||||
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Apollo Advisors VI, L.P., | ||||||
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its managing general partner | ||||||
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Apollo Capital Management VI, LLC, | |||||
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its general partner | |||||
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/s/ Laurie D. Medley | ||||
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Laurie D. Medley | ||||
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Vice President | ||||
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APOLLO OVERSEAS PARTNERS (DELAWARE) VI, L.P. | |||||||
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Apollo Advisors VI, L.P., | ||||||
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its general partner | ||||||
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Apollo Capital Management VI, LLC, | |||||
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its general partner | |||||
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By: |
/s/ Laurie D. Medley | ||||
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Laurie D. Medley | ||||
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Vice President | ||||
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APOLLO OVERSEAS PARTNERS (DELAWARE 892) VI, L.P. | |||||||
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Apollo Advisors VI, L.P., | ||||||
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its general partner | ||||||
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Apollo Capital Management VI, LLC, | |||||
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its general partner | |||||
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By: |
/s/ Laurie D. Medley | ||||
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Laurie D. Medley | ||||
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Vice President | ||||
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APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P. | |||||
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By: |
Apollo Advisors VI, L.P., | ||||
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its managing general partner | ||||
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Apollo Capital Management VI, LLC, | |||
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its general partner | |||
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By: |
/s/ Laurie D. Medley | ||
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Laurie D. Medley | ||
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Vice President | ||
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APOLLO ADVISORS VI, L.P. | |||||
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By: |
Apollo Capital Management VI, LLC, | ||||
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its general partner | ||||
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By: |
/s/ Laurie D. Medley | |||
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Laurie D. Medley | |||
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Vice President | |||
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APOLLO CAPITAL MANAGEMENT VI, LLC | |||||
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By: |
/s/ Laurie D. Medley | ||||
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Laurie D. Medley | ||||
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Vice President | ||||
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APOLLO PRINCIPAL HOLDINGS I, L.P. | |||||
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By: |
Apollo Principal Holdings I GP, LLC, | ||||
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its general partner | ||||
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By: |
/s/ Laurie D. Medley | |||
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Laurie D. Medley | |||
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Vice President | |||
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APOLLO PRINCIPAL HOLDINGS I GP, LLC | |||||
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By: |
/s/ Laurie D. Medley | ||||
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Laurie D. Medley | ||||
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Vice President | ||||
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APOLLO MANAGEMENT VI, L.P. | ||
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By: |
AIF VI Management, LLC | |
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its general partner | ||
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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AIF VI MANAGEMENT, LLC | ||
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By: |
/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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APOLLO MANAGEMENT VII, L.P. | ||
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By: |
AIF VII Management, LLC | |
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its general partner | ||
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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AIF VII MANAGEMENT, LLC | ||
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By: |
/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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APOLLO MANAGEMENT, L.P. | ||
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By: |
Apollo Management GP, LLC | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO MANAGEMENT GP, LLC | ||
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By: |
/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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APOLLO MANAGEMENT HOLDINGS, L.P. | ||
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By: |
Apollo Management Holdings GP, LLC | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO MANAGEMENT HOLDINGS GP, LLC | ||
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By: |
/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |