Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
| Pioneer Natural Resources Company |
| (Name of Issuer) |
| Common Stock, $0.01 par value per share |
| (Title of Class of Securities) |
| 723787107 |
| (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. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
Double Eagle Energy Holdings III LLC
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
OO
| ||
* Rounds to less than 0.1%.
Page2 of 19
| CUSIP No. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
ANRP II Double Eagle Energy Holdings III L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
PN
| ||
* Rounds to less than 0.1%.
Page3 of 19
| CUSIP No. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
AP VIII Double Eagle Energy Holdings III, L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
PN
| ||
* Rounds to less than 0.1%.
Page4 of 19
| CUSIP No. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
Apollo Commodities Management, L.P., with respect to Series IV thereof
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
PN
| ||
* Rounds to less than 0.1%.
Page5 of 19
| CUSIP No. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
Apollo Commodities Management GP, LLC
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
OO
| ||
* Rounds to less than 0.1%.
Page6 of 19
| CUSIP No. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
Apollo Management Fund VIII, L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
PN
| ||
* Rounds to less than 0.1%.
Page7 of 19
| CUSIP No. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
AIF VIII Management, LLC
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
OO
| ||
* Rounds to less than 0.1%.
Page8 of 19
| CUSIP No. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
Apollo Management, L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
PN
| ||
* Rounds to less than 0.1%.
Page9 of 19
| CUSIP No. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
Apollo Management GP, LLC
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) < font style="font-family: Wingdings">¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
OO
| ||
* Rounds to less than 0.1%.
Page10 of 19
| CUSIP No. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
Apollo Management Holdings, L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
PN
| ||
* Rounds to less than 0.1%.
Page11 of 19
| CUSIP No. 723787107 |
| 1 |
Name of Reporting PersonS
|
|
Apollo Management Holdings GP, LLC
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENship or place of organization
|
|
Delaware
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
sole voting power
|
|
0 shares of common stock
| ||
| 6 |
shared voting power
| |
|
54,682 shares of common stock
| ||
| 7 |
sole dispositive power
| |
|
0 shares of common stock
| ||
| 8 |
shared dispositive power
| |
|
54,682 shares of common stock
|
| 9 |
aggregate amount beneficially owned by each reporting person
| |
|
54,682 shares of common stock
| ||
| 10 |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨
|
| 11 |
percent of class represented by amount in row (9)
| |
|
0.0%*
| ||
| 12 |
type of reporting person (See Instructions)
| |
|
CO
| ||
* Rounds to less than 0.1%.
Page12 of 19
| Item 1. | (a) Name of Issuer |
Pioneer Natural Resources Company (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices |
100 E. Pratt Street
Baltimore, MD 21202
| Item 2. | (a) Name of Person Filing |
This statement is filed by (i) Double Eagle Energy Holdings III LLC (“Double Eagle Holdings”); (ii) AP VIII Double Eagle Energy Holdings, L.P. (“AP VIII”); (iii) ANRP II Double Eagle Energy Holdings III, L.P. (“ANRP”); (iv) Apollo Commodities Management, L.P., with respect to Series IV thereof (“Commodities Management”); (v) Apollo Commodities Management GP, LLC (“Commodities GP”); (vi) Apollo Management VIII, L.P. (“Management VIII”), (vii) AIF VIII Management, LLC (“AIF VIII LLC”), (viii) Apollo Management, L.P. (“Apollo Management”), (ix) Apollo Management GP, LLC (“Apollo Management GP”), (x) Apollo Management Holdings, L.P. (“Management Holdings”), and (xi) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”
Double Eagle Holdings has investment and voting discretion over 54,682 shares of Common Stock held in escrow as an indemnity holdback. AP VIII and ANRP are members of Double Eagle Holdings with the right to appoint directors to its board of directors representing a majority of the votes of the directors. Commodities Management is the investment manager of ANRP. Commodities GP is the general partner of Commodities Management. Management VIII serves as the investment manager of AP VIII. AIF VIII LLC serves as the general partner of Management VIII. Apollo Management serves as the sole member and manager of AIF VIII LLC, and Apollo Management GP serves as the general partner of Apollo Management. Management Holdings serves as the sole member and manager of Apollo Management GP and Commodities GP. Management Holdings GP serves as the general partner of Management Holdings.
| (b) | Address of Principal Business Office or, if none, Re sidence |
The address of the principal business office of each of the Reporting Persons is 9 West 57th Street, 43rd Floor, New York, New York 10019.
| (c) | Citizenship |
Double Eagle Holdings, Commodities GP, AIF VIII LLC, Apollo Management GP and Management Holdings GP are each Delaware limited liability companies. AP VIII, ANRP, Commodities Management, Management VIII, Apollo Management and Management Holdings are each Delaware limited partnerships.
Page13 of 19
| (d) | Title of Class of Securities |
Common stock, $0.01 par value per share (the “Common Stock”).
| (e) | CUSIP Number |
723787107
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
Beneficial ownership information is reported as of the date of filing of this Schedule 13G. Beneficial ownership reported herein includes 54,682 shares of Common Stock currently held in an escrow account.
| (a) | Amount beneficially owned: |
| Double Eagle Holdings | 54,682 | ||||
| AP VIII | 54,682 | ||||
| ANRP | 54,682 | ||||
| Commodities Management | 54,682 | ||||
| Commodities GP | 54,682 | ||||
| Management VIII | 54,682 | ||||
| AIF VIII LLC | 54,682 | ||||
| Apollo Management | 54,682 | ||||
| Apollo Management GP | 54,682 | ||||
| Management Holdings | 54,682 | ||||
| Management Holdings GP | 54,682 |
AP VIII, ANRP, Commodities Management, Commodities GP, Management VIII, AIF VIII LLC, Apollo Management, Apollo Management GP, Management Holdings, and Management Holdings GP, and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this filing, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Page14 of 19
| (b) | Percent of class: |
| Double Eagle Holdings | 0.0 | %* | |||
| AP VIII | 0.0 | %* | |||
| ANRP | 0.0 | %* | |||
| Commodities Management | 0.0 | %* | |||
| Commodities GP | 0.0 | %* | |||
| Management VIII | 0.0 | %* | |||
| AIF VIII LLC | 0.0 | %* | |||
| Apollo Management | 0.0 | %* | |||
| Apollo Management GP | 0.0 | %* | |||
| Management Holdings | 0.0 | %* | |||
| Management Holdings GP | 0.0 | %* | |||
| * Rounds to less than 0.1%. |
The percentages are based on 244,133,701 shares of Common Stock outstanding as of November 3, 2021, as disclosed in the Issuer’s Form 10-Q filed on November 5, 2021.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
0 for all Reporting Persons
| (ii) | Shared power to vote or to direct the vote: |
| Double Eagle Holdings | 54,682 | ||||
| AP VIII | 54,682 | ||||
| ANRP | 54,682 | ||||
| Commodities Management | 54,682 | ||||
| Commodities GP | 54,682 | ||||
| Management VIII | 54,682 | ||||
| AIF VIII LLC | 54,682 | ||||
| Apollo Management | 54,682 | ||||
| Apollo Management GP | 54,682 | ||||
| Management Holdings | 54,682 | ||||
| Management Holdings GP | 54,682 |
| (iii) | Sole power to dispose or to direct the disposition of: |
0 for all Reporting Persons
| (iv) | Shared power to dispose or to direct the disposition of: |
| Double Eagle Holdings | 54,682 | ||||
| AP VIII | 54,682 | ||||
| ANRP | 54,682 | ||||
| Commodities Management | 54,682 | ||||
| Commodities GP | 54,682 | ||||
| Management VIII | 54,682 | ||||
| AIF VIII LLC | 54,682 | ||||
| Apollo Management | 54,682 | ||||
| Apollo Management GP | 54,682 | ||||
| Management Holdings | 54,682 | ||||
| Management Holdings GP | 54,682 |
Page15 of 19
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
| 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.
[The remainder of this page is intentionally left blank.]
Page16 of 19
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
| Double Eagle Energy HoldingS III LLC | ||||||
| By: | ANRP
II Double Eagle Energy Holdings III, L.P. a member | |||||
| By: | Apollo ANRP Advisors
II (APO DC), L.P., its general partner | |||||
| By: | Apollo
ANRP Advisors II (APO DC-GP), LLC, its general partner | |||||
| By: | /s/ James Elworth | |||||
| Name: James Elworth | ||||||
| Title: Vice President | ||||||
| AP
VIII Double Eagle Energy Holdings III, L.P. | ||||||
| By: | Apollo Advisors VIII (APO DC), L.P., its general partner | |||||
| By: | Apollo Advisors VIII (APO DC-GP), LLC, its general partner | |||||
| By: | /s/ James Elworth | |||||
| Name: James Elworth | ||||||
| Title: Vice President | ||||||
| ANRP II Double Eagle Energy Holdings III, L.P. | ||||||
| By: | Apollo ANRP Advisors
II (APO DC), L.P., its general partner | |||||
| By: | Apollo ANRP Advisors
II (APO DC-GP), LLC, its general partner | |||||
| By: | /s/ James Elworth | |||||
| Name: James Elworth | ||||||
| Title: Vice President | ||||||
Page17 of 19
| APOLLO COMMODITIES MANAGEMENT, L.P.,
with respect to Series IV thereof | |||
| By: | Apollo Commodities
Management GP, LLC, its general partner | ||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO COMMODITIES MANAGEMENT GP, LLC | |||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT VIII, L.P. | |||
| By: | AIF VIII Management,
LLC its general partner | ||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| AIF VIII MANAGEMENT, LLC | |||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT, L.P. | |||
| By: | Apollo Management
GP, LLC its general partner | ||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT GP, LLC | |||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
Page18 of 19
| APOLLO MANAGEMENT HOLDINGS, L.P. | |||
| By: | Apollo Management
Holdings GP, LLC, its general partner | ||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT HOLDINGS GP, LLC | |||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
Page19 of 19