| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Frontier Communications Parent, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
35909D109
(CUSIP Number)
December 31, 2021
(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) |
| x | Rule 13d-1(c) |
| ¨ | 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. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV A1, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 249,805 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 249,805 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 249,805 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s (as defined below) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 3, 2021 (the “10-Q”) plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -2- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV A2, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 89,581 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 89,581 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 89,581 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 **0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
** Denotes less than
| -3- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV A3, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 20,902 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 20,902 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 20,902 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 **0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
**Denotes less than.
| -4- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV A4, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 271,730 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 271,730 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 271,730 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -5- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV A5, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 298,604 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 298,604 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 298,604 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -6- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV A6, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 167,219 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 167,219 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 167,219 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -7- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV A7, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 302,616 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 302,616 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 302,616 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -8- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV A8, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 303,979 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 303,979 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 303,979 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -9- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV A9, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 285,466 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 285,466 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 285,466 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -10- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV A10, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 90,268 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 90,268 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 90,268 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 **0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
**Denotes less than
| -11- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF VI Frontier AIV B1, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 15,068,130 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 15,068,130 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 15,068,130 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 5.8%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -12- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ACOF Investment Management LLC | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 17,148,300 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 17,148,300 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,148,300 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 6.6%* | ||||||
| 12 | Type
of Reporting Person OO | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -13- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A1, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 105,592 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 105,592 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 105,592 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 **0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
**Denotes less than
| -14- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A2, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 18,032 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 18,032 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,032 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 **0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
**Denotes less than
| -15- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A3, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 830,837 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 830,837 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 830,837 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.3%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -16- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A4, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 281,844 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 281,844 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 281,844 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -17- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A5, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 167,160 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 167,160 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 167,160 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -18- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A6, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 292,124 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 292,124 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 292,124 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -19- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A7, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 289,417 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 289,417 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 289,417 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -20- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A8, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 238,026 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 238,026 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 238,026 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -21- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A9, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 360,644 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 360,644 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 360,644 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -22- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A10, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 259,665 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 259,665 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 259,665 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -23- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV A11, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 245,236 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 245,236 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 245,236 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 0.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -24- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Frontier AIV B1, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 9,597,579 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 9,597,579 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,597,579 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 3.7%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -25- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASOF Investment Management LLC | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 12,686,156 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 12,686,156 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 12,686,156 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 4.9%* | ||||||
| 12 | Type
of Reporting Person OO | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -26- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASSF IV AIV B Holdings III, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 2,694,243 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 2,694,243 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,694,243 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 1.0%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -27- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASSF IV AIV B, L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 5,348,289 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 5,348,289 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,348,289 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 2.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -28- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons ASSF Operating Manager IV L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 5,348,289 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 5,348,289 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,348,289 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 2.1%* | ||||||
| 12 | Type
of Reporting Person PN | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -29- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons Ares Management LLC | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 35,205,132 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 35,205,132 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 35,205,132 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 13.5%* | ||||||
| 12 | Type
of Reporting Person OO | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -30- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons Ares Management Holdings L.P. | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 35,205,132 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 35,205,132 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 35,205,132 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 13.5%* | ||||||
| 12 | Type
of Reporting Person CO | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -31- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons Ares Holdco LLC | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 35,205,132 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 35,205,132 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 35,205,132 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 13.5%* | ||||||
| 12 | Type
of Reporting Person CO | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -32- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons Ares Management Corporation | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 35,205,132 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 35,205,132 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 35,205,132 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 13.5%* | ||||||
| 12 | Type
of Reporting Person CO | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -33- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons Ares Voting LLC | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 35,205,132 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 35,205,132 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 35,205,132 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 13.5%* | ||||||
| 12 | Type
of Reporting Person OO | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -34- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons Ares Management GP LLC | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 35,205,132 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 35,205,132 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 35,205,132 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 13.5%* | ||||||
| 12 | Type
of Reporting Person OO | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -35- |
| CUSIP No. 35909D109 | Schedule 13G | ||||||
| 1 | Names
of Reporting Persons Ares Partners Holdco LLC | ||||||
| 2 | Check the Appropriate Box if a Member of a Group | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizen
or Place of Organization Delaware | ||||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 | |||||
| 6 | Shared
Voting Power 35,205,132 | ||||||
| 7 | Sole
Dispositive Power 0 | ||||||
| 8 | Shared
Dispositive Power 35,205,132 | ||||||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 35,205,132 | ||||||
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o Not Applicable | ||||||
| 11 | Percent
of Class Represented by Amount in Row 9 13.5%* | ||||||
| 12 | Type
of Reporting Person OO | ||||||
* The calculation of the percentage of outstanding shares is based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock.
| -36- |
| Item 1. | ||
| (a) | Name
of Issuer: Frontier Communications Parent, Inc. (the “Issuer”) | |
| (b) | Address
of Issuer’s Principal Executive Offices: 401 Merritt 7, Norwalk, Connecticut, 06851 | |
| 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”. This statement is filed on behalf of the Ares Direct Holders (as defined below); ACOF Investment Management LLC (“ACOF Investment Management”) the manager of the ACOF Funds (as defined below); ASOF Investment Management LLC, (“ASOF Investment Management”), the manager of ASOF Funds (as defined below); ASSF Operating Manager IV, L.P. (“ASSF Operating Manager”), the manager of the ASSF Funds (as defined below); Ares Management LLC; Ares Management Holdings L.P. (“Ares Management Holdings”); Ares Holdco LLC (“Ares Holdco”); Ares Management Corporation (“Ares Management”); Ares Management GP LLC (“Ares Management GP”); Ares Voting LLC (“Ares Voting”); and Ares Partners Holdco LLC (“Ares Partners”). | |
| (b) | Address
or Principal Business Office: The business address of each Reporting Person is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. | |
| (c) | Citizenship
of each Reporting Person is: Each of the Reporting Persons is organized under the laws of the State of Delaware. | |
| (d) | Title
of Class of Securities: The Issuer’s Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”). | |
| (e) | CUSIP
Number: 35909D109 | |
| Item 3. | ||
| Not applicable. | ||
| Item 4. | Ownership | |
Ownership (a-b)
The ownership information presented below sets forth the number of shares and percentage of the Class A Common Stock that each Ares Direct Holder beneficially owns or may be deemed to beneficially own as of the filing date of this Amendment No. 1 (this “Amendment No. 1”) to the statement on Schedule 13G filed by the Reporting Persons on May 14, 2021, (together with this Amendment No. 1, this “Schedule 13G”), based on (i) 244,408,000 shares of Class A Common Stock outstanding as of October 29, 2021, as disclosed in the Issuer’s 10-Q plus (ii) 15,600,000 shares of Class A Common Stock reserved for distribution to participants in a management incentive program, as disclosed in the 10-Q, for a total of 260,008,000 outstanding shares of Class A Common Stock. The Reporting Persons collectively beneficially own, or may be deemed to beneficially own, an aggregate of 35,205,132 shares of Class A Common Stock.
The following Reporting Persons beneficially own or may be deemed to beneficially own shares of the Issuer’s Class A Common Stock, par value $0.01: ACOF VI Frontier AIV A1, L.P., ACOF VI Frontier AIV A2, L.P., ACOF VI Frontier AIV A3, L.P., ACOF VI Frontier AIV A4, L.P., ACOF VI Frontier AIV A5, L.P., ACOF VI Frontier AIV A6, L.P., ACOF VI Frontier AIV A7, L.P., ACOF VI Frontier AIV A8, L.P., ACOF VI Frontier AIV A9, L.P., ACOF VI Frontier AIV A10, L.P., and ACOF VI Frontier AIV B1, L.P. (together with the foregoing entities, the “ACOF Funds”), ASOF Frontier AIV A1, L.P. (“ASOF Frontier AIV A1”), ASOF Frontier AIV A2, L.P. (“ASOF Frontier AIV A2”), ASOF Frontier AIV A3, L.P. (“ASOF Frontier AIV A3”), ASOF Frontier AIV A4, L.P. (“ASOF Frontier AIV A4”), ASOF Frontier AIV A5, L.P. (“ASOF Frontier AIV A5”), ASOF Frontier AIV A6, L.P. (“ASOF Frontier AIV A6”), ASOF Frontier AIV A7, L.P. (“ASOF Frontier AIV A7”), ASOF Frontier AIV A8, L.P. (“ASOF Frontier AIV A8”), ASOF Frontier AIV A9, L.P. (“ASOF Frontier AIV A9”), ASOF Frontier AIV A10, L.P. (“ASOF Frontier AIV A10”), ASOF Frontier AIV A11, L.P. (“ASOF Frontier AIV A11”), and ASOF Frontier AIV B1, L.P. (“ASOF Frontier AIV B1”, together with ASOF Frontier AIV A1, ASOF Frontier AIV A2, ASOF Frontier AIV A3, ASOF Frontier AIV A4, ASOF Frontier AIV A5, ASOF Frontier AIV A6, ASOF Frontier AIV A7, ASOF Frontier AIV A8, ASOF Frontier AIV A9, ASOF Frontier AIV A10, and ASOF Frontier AIV A11, the “ASOF Funds”), ASSF IV AIV B Holdings III, L.P. (“ASSF IV AIV B Holdings III”), and ASSF IV AIV B, L.P. (together with ASSF IV AIV B Holdings III, the “ASSF Funds”, and together with the ACOF Funds and the ASOF Funds, the “Ares Direct Holders”). Such shares of Class A Common Stock are held directly by the Reporting Person listed under the heading “Ares Direct Holder” in the table below in the amounts set forth opposite each such Ares Direct Holder’s respective name.
| Ares Direct Holder | Shares of Class A Common Stock Held of Record | Percent of Class | ||||||
| ACOF VI Frontier AIV A1, L.P. | 249,805 | 0.1 | % | |||||
| ACOF VI Frontier AIV A2, L.P. | 89,581 | *0.1 | % | |||||
| ACOF VI Frontier AIV A3, L.P. | 20,902 | *0.1 | % | |||||
| ACOF VI Frontier AIV A4, L.P. | 271,730 | 0.1 | % | |||||
| ACOF VI Frontier AIV A5, L.P. | 298,604 | 0.2 | % | |||||
| ACOF VI Frontier AIV A6, L.P. | 167,219 | 0.1 | % | |||||
| ACOF VI Frontier AIV A7, L.P. | 302,616 | 0.1 | % | |||||
| ACOF VI Frontier AIV A8, L.P. | 303,979 | 0.1 | % | |||||
| ACOF VI Frontier AIV A9, L.P. | 285,466 | 0.1 | % | |||||
| ACOF VI Frontier AIV A10, L.P. | 90,268 | *0.1 | % | |||||
| ACOF VI Frontier AIV B1, L.P. | 15,068,130 | 5.8 | % | |||||
| ASOF Frontier AIV A1, L.P. | 105,592 | *0.1 | % | |||||
| ASOF Frontier AIV A2, L.P. | 18,032 | *0.1 | % | |||||
| ASOF Frontier AIV A3, L.P. | 830,837 | 0.3 | % | |||||
| ASOF Frontier AIV A4, L.P. | 281,844 | 0.1 | % | |||||
| ASOF Frontier AIV A5, L.P. | 167,160 | 0.1 | % | |||||
| ASOF Frontier AIV A6, L.P. | 292,124 | 0.1 | % | |||||
| ASOF Frontier AIV A7, L.P. | 289,417 | 0.1 | % | |||||
| ASOF Frontier AIV A8, L.P. | 238,026 | 0.1 | % | |||||
| ASOF Frontier AIV A9, L.P. | 360,644 | 0.1 | % | |||||
| ASOF Frontier AIV A10, L.P. | 259,665 | 0.1 | % | |||||
| ASOF Frontier AIV A11, L.P. | 245,236 | 0.1 | % | |||||
| ASOF Frontier AIV B1, L.P. | 9,597,579 | 3.7 | % | |||||
| ASSF IV AIV B Holdings III, L.P. | 2,694,243 | 1.0 | % | |||||
| ASSF IV AIV B, L.P. | 2,654,046 | 1.0 | % | |||||
*Denotes less than.
ACOF Investment Management is the manager of the ACOF Funds, ASOF Investment Management LLC is the manager of ASOF Funds, and ASSF Operating Manager is the manager of the ASSF Funds. Ares Management LLC is the sole member of ACOF Investment Management and ASOF Investment Management, and the general partner of ASSF Operating Manager. The sole member of Ares Management LLC is Ares Management Holdings, and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the “Ares Class B Common Stock”) and Ares Voting is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the “Ares Class C Common Stock”). Pursuant to Ares Management’s Certificate of Incorporation in effect as of the date of this Schedule 13G, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners. 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 decisions by the Board Members.
Each of the Reporting Persons (other than the Ares Direct Holders, in each case, solely with respect to the shares of Class A Common Stock held of record by each such Ares Direct Holder as set forth above), the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the shares of Class A Common Stock reported herein for purposes of Section 13(d) of the Act and the rules under Section 13(d) of the Act.
(c) The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.
| 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 |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
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 14, 2022
| ACOF VI Frontier AIV A1, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A2, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A3, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A4, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
| ACOF VI Frontier AIV A5, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A6, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A7, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A8, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A9, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A10, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
| ACOF VI Frontier AIV B1, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF Investment Management LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A1, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A2, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A3, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A4, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
| ASOF Frontier AIV A5, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A6, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A7, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A8, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A9, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A10, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
| ASOF Frontier AIV A11, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV B1, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Investment Management LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASSF IV AIV B Holdings III, L.P. | |
| By: ASSF Operating Manager IV, L.P., its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASSF IV AIV B, L.P. | |
| By: ASSF Operating Manager IV, L.P., its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASSF Operating Manager IV, L.P. | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Management LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
| Ares Management Holdings L.P. | |
| By: Ares Holdco LLC, its general partner | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Holdco LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Management Corporation | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Management GP LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Voting LLC | |
| By: Ares Partners Holdco LLC, its general partner | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Partners Holdco LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.2 | Joint Filing Agreement, dated as of February 14, 2022, by and among the Reporting Persons. |
Exhibit 99.2
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement on Schedule 13G jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G 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 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 other on behalf of each of them of such a statement on Schedule 13G with respect to the Class A Common Stock of Frontier Communications Parent, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14 day of February, 2022.
Date: February 14, 2022
| ACOF VI Frontier AIV A1, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A2, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A3, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A4, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
| ACOF VI Frontier AIV A5, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A6, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A7, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A8, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A9, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF VI Frontier AIV A10, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
| ACOF VI Frontier AIV B1, L.P. | |
| By: ACOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ACOF Investment Management LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A1, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A2, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A3, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A4, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
| ASOF Frontier AIV A5, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A6, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A7, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A8, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A9, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV A10, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
| ASOF Frontier AIV A11, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Frontier AIV B1, L.P. | |
| By: ASOF Investment Management LLC, its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASOF Investment Management LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASSF IV AIV B Holdings III, L.P. | |
| By: ASSF Operating Manager IV, L.P., its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASSF IV AIV B, L.P. | |
| By: ASSF Operating Manager IV, L.P., its Manager | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| ASSF Operating Manager IV, L.P. | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Management LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |
| Ares Management Holdings L.P. | |
| By: Ares Holdco LLC, its general partner | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Holdco LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Management Corporation | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Management GP LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Voting LLC | |
| By: Ares Partners Holdco LLC, its general partner | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory | |
| Ares Partners Holdco LLC | |
| /s/ Naseem Sagati Aghili | |
| By: Naseem Sagati Aghili | |
| Its: Authorized Signatory |