Sec Form 13G Filing - Apollo Principal Holdings III GP Ltd filing for ATHENA PUBCO B V (ALLGF) - 2023-02-13

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. )*

 

Under the Securities Exchange Act of 1934

 

Allego N.V.

(Name of Issuer)

 

Ordinary Share, nominal value EUR 0.12 per share

(Title of Class of Securities)

 

N0796A 100

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
ý	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. N0796A 100

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	AP Spartan Energy Holdings III (PPW), 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
		6	shared voting power
			1,334,949 shares
		7	sole dispositive powe r
			0 shares
		8	shared dispositive power
			1,334,949 shares
9	aggregate amount beneficially owned by each reporting person
	1,334,949 shares
10	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)            x
11	percent of class represented by amount in row (9)
	0.5%
12	type of reporting person (See Instructions)
	OO

 

 

CUSIP No. N0796A 100

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	AP Spartan 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
		6	shared voting power
			13,700,000 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			13,700,000 shares
9	aggregate amount beneficially owned by each reporting person
	13,700,000 shares
10	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)            x
11	percent of class represented by amount in row (9)
	5.1%
12	type of reporting person (See Instructions)
	PN

 

 

CUSIP No. N0796A 100

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	AP Spartan Energy Holdings III (PIPE), 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
		6	shared voting power
			3,672,040 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			3,672,040 shares
9	aggregate amount beneficially owned by each reporting person
	3,672,040 shares
10	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)            x
11	percent of class represented by amount in row (9)
	1.4%
12	type of reporting person (See Instructions)
	OO

 

 

CUSIP No. N0796A 100

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo Natural Resources Partners (P2) 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
		6	shared voting power
			13,700,000 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			13,700,000 shares
9	aggregate amount beneficially owned by each reporting person
	13,700,000 shares
10	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)            x
11	percent of class represented by amount in row (9)
	5.1%
12	type of reporting person (See Instructions)
	PN

 

 

 

CUSIP No. N0796A 100

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	ANRP III (NGL Debt), 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
		6	shared voting power
			3,672,040 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			3,672,040 shares
9	aggregate amount beneficially owned by each reporting person
	3,672,040 shares
10	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)            x
11	percent of class represented by amount in row (9)
	1.4%
12	type of reporting person (See Instructions)
	PN

 

 

CUSIP No. N0796A 100

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	ANRP III Intermediate Holdings II, 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
		6	shared voting power
			1,334,949 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			1,334,949 shares
9	aggregate amount beneficially owned by each reporting person
	1,334,949 shares
10	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)            x
11	percent of class represented by amount in row (9)
	0.5%
12	type of reporting person (See Instructions)
	PN

 

 

CUSIP No. N0796A 100

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo ANRP Advisors III (P2), 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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	sole voting power
			0 shares
		6	shared voting power
			13,700,000 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			13,700,000 shares
9	aggregate amount beneficially owned by each reporting person
	13,700,000 shares
10	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)            x
11	percent of class represented by amount in row (9)
	5.1%
12	type of reporting person (See Instructions)
	PN

 

 

CUSIP No. N0796A 100

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo ANRP Advisors 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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	sole voting power
			0 shares
		6	shared voting power
			18,706,989 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			18,706,989 shares
9	aggregate amount beneficially owned by each reporting person
	18,706,989 shares
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)
	7.0%
12	type of reporting person (See Instructions)
	PN

 

 

CUSIP No. N0796A 100

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo ANRP Capital Management 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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	sole voting power
			0 shares
		6	shared voting power
			18,706,989 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			18,706,989 shares
9	aggregate amount beneficially owned by each reporting person
	18,706,989 shares
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)
	7.0%
12	type of reporting person (See Instructions)
	OO

 

 

CUSIP No. N0796A 100

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	APH 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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	sole voting power
			0 shares
		6	shared voting power
			18,706,989 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			18,706,989 shares
9	aggregate amount beneficially owned by each reporting person
	18,706,989 shares
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)
	7.0%
12	type of reporting perso n (See Instructions)
	PN

 

 

 

CUSIP No. N0796A 100

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo Principal Holdings III GP, Ltd.
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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	sole voting power
			0 shares
		6	shared voting power
			18,706,989 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			18,706,989 shares
9	aggregate amount beneficially owned by each reporting person
	18,706,989 shares
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)
	7.0%
12	type of reporting person (See Instructions)
	CO

 

 

Item 1.

(a)

Name of Issuer

Allego N.V.

 

(b)

Address of Issuer’s Principal Executive Offices

Westervoortsedijk 73 KB

6827 AV Arnhem, the Netherlands

 

Item 2.

(a)

Name of Person Filing

This statement is filed by (i) AP Spartan Energy Holdings III (PPW), LLC (“AP PPW”); (ii) AP Spartan Energy Holdings III, L.P. (“AP Spartan”); (iii) AP Spartan Energy Holdings III (PIPE), LLC (“PIPE Holdings”); (iv) Apollo Natural Resources Partners (P2) III, L.P. (“ANRP (P2)”); (v) ANRP III (NGL Debt), L.P. (“NGL Debt”); (vi) ANRP III Intermediate Holdings II, L.P. (“ANRP Intermediate”); (vii) Apollo ANRP Advisors III (P2), L.P. (“ANRP Advisors (P2)”); (viii) Apollo ANRP Advisors III, L.P. (“ANRP Advisors”); (ix) Apollo ANRP Capital Management III, LLC (“ANRP Capital Management”); (x) APH Holdings, L.P. (“APH Holdings”); and (xi) Apollo Principal Holdings III GP, Ltd. (“Principal Holdings III GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

 

AP PPW, AP Spartan and PIPE Holdings each hold securities of the Issuer.

 

ANRP (P2) and ANRP Intermediate are the members of AP PPW. ANRP (P2) and NGL Debt are the members of PIPE Holdings. ANRP Advisors (P2) is the general partner of ANRP (P2). ANRP Advisors is the general partner of each of AP Spartan, ANRP Intermediate and NGL Debt. ANRP Capital Management is the general partner of ANRP Advisors and ANRP Advisors (P2). APH Holdings is the sole member of ANRP Capital Management. Principal Holdings III GP is the general partner of APH Holdings. Scott Kleinman, Marc Rowan and James Zelter are the directors of Principal Holdings III GP, and as such may be deemed to have voting and dispositive control of the securities held of record by AP PPW, AP Spartan and PIPE Holdings.

 

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of AP PPW, PIPE Holdings, AP Spartan, ANRP (P2), ANRP Intermediate and NGL Debt is 9 West 57th Street, 43rd Floor, New York, New York 10019. The address of the principal business office of each of ANRP Advisors, ANRP Advisors (P2) and Principal Holdings III GP is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008. The address of the principal business office of each of ANRP Capital Management and APH Holdings is One Manhattanville Road, Suite 201, Purchase, New York, 10577.

 

(c)

Citizenship

AP PPW and PIPE Holdings are each a Delaware limited liability company. AP Spartan, ANRP Intermediate, ANRP (P2) and NGL Debt are each a Delaware limited partnership. ANRP Advisors, ANRP Advisors (P2), and APH Holdings are each exempted limited partnerships registered in the Cayman Islands. ANRP Capital Management and Principal Holdings III GP are each an exempted company registered in the Cayman Islands with limited liability.

 

 

(d)

Title of Class of Securities

Ordinary share, nominal value EUR 0.12 per share (the “Ordinary Share”).

 

(e)

CUSIP Number

N0796A 100

 

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 December 31, 2022.

 

(a)       Amount beneficially owned:

 

AP PPW			1,334,949
AP Spartan			13,700,000
PIPE Holdings			3,672,040
ANRP (P2)			13,700,000
NGL Debt			3,672,040
ANRP Intermediate			1,334,949
ANRP Advisors (P2)			13,700,000
ANRP Advisors			18,706,989
ANRP Capital Management			18,706,989
APH Holdings			18,706,989
Principal Holdings III GP			18,706,989

 

AP PPW, AP Spartan and PIPE Holdings each disclaims beneficial ownership of all shares of Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, 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 Sect ion 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. ANRP (P2), NGL Debt, ANRP Intermediate, ANRP Advisors (P2), ANRP Advisors, ANRP Capital Management, APH Holdings and Principal Holdings III GP, and Messrs. Scott Kleinman, James Zelter and Marc Rowan, the directors of Principal Holdings III GP, each disclaim beneficial ownership of any securities reported herein as held by AP PPW, AP Spartan and PIPE Holdings, or that may be beneficially owned by any of the other reporting persons, 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 or person is the beneficial owner of or has any pecuniary interest in, 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.

 

(b)        Percent of class:

 

AP PPW			0.5	%
AP Spartan			5.1	%
PIPE Holdings			1.4	%
ANRP (P2)			5.1	%
NGL Debt			1.4	%
ANRP Intermediate			0.5	%
ANRP Advisors (P2)			5.1	%
ANRP Advisors			7.0	%
ANRP Capital Management			7.0	%
APH Holdings			7.0	%
Principal Holdings III GP			7.0	%

 

The percentages are based on 267,177,592 Ordinary Shares outstanding as of September 19, 2022, as disclosed in the Issuer’s prospectus supplement filed on October 12, 2022.

 

(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:

 

AP PPW			1,334,949
AP Spartan			13,700,000
PIPE Holdings			3,672,040
ANRP (P2)			13,700,000
NGL Debt			3,672,040
ANRP Intermediate			1,334,949
ANRP Advisors (P2)			13,700,000
ANRP Advisors			18,706,989
ANRP Capital Management			18,706,989
APH Holdings			18,706,989
Principal Holdings III GP			18,706,989

 

(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:

 

AP PPW			1,334,949
AP Spartan			13,700,000
PIPE Holdings			3,672,040
ANRP (P2)			13,700,000
NGL Debt			3,672,040
ANRP Intermediate			1,334,949
ANRP Advisors (P2)			13,700,000
ANRP Advisors			18,706,989
ANRP Capital Management			18,706,989
APH Holdings			18,706,989
Principal Holdings III GP			18,706,989

 

 

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: ¨

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.

 

[The remainder of this page is intentionally left blank.]

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2023

 

	AP Spartan Energy Holdings III (PPW), LLC
	By:	Apollo ANRP Capital Management III, LLC,
		its manager
		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President
	AP Spartan Energy Holdings III, L.P.
	By:	Apollo ANRP Advisors III, L.P.,
		its general partner
		By:	Apollo ANRP Capital Management III, LLC,
			its general partner
			By:	APH Holdings, L.P.,
				its sole member
				By:	Apollo Principal Holdings III GP, Ltd.,
					its general partner
					By:	/s/ James Elworth
					Name:	James Elworth
					Title:	Vice President
	Apollo ANRP Advisors III, L.P.
	By:	Apollo ANRP Capital Management III, LLC,
		its general partner
		By:	APH Holdings, L.P.,
			its sole member
			By:	Apollo Principal Holdings III GP, Ltd.,
				its general partner
				By:	/s/ James Elworth
				Name:	James Elworth
				Title:	Vice President

 

 

	AP Spartan Energy Holdings III (PIPE), LLC
	By: Apollo Natural Resources Partners (P2) III, L.P.,
	its member
		By: Apollo ANRP Advisors III (P2), L.P.,
		its general partner
			By:	Apollo ANRP Capital Management III, LLC,
				its general partner
				By:	APH Holdings, L.P.,
					its sole member
					By:	Apollo Principal Holdings III GP, Ltd.,
						its general partner
						By:	/s/ James Elworth
						Name:	James Elworth
						Title:	Vice President
	By: ANRP III (NGL Debt), L.P.
	its member
		By:	Apollo ANRP Advisors III, L.P.,
			its general partner
			By:	Apollo ANRP Capital Management III, LLC,
				its general partner
				By:	APH Holdings, L.P.,
					its sole member
					By:	Apollo Principal Holdings III GP, Ltd.,
						its general partner
						By:	/s/ James Elworth
						Name:	James Elworth
						Title:	Vice President

 

 

	Apollo Natural Resources Partners (P2) III, L.P.,
	By: Apollo ANRP Advisors III (P2), L.P.,
	its general partner
		By:	Apollo ANRP Capital Management III, LLC,
			its general partner
			By:	APH Holdings, L.P.,
				its sole member
				By:	Apollo Principal Holdings III GP, Ltd.,
					its general partner
					By:	/s/ James Elworth
					Name:	James Elworth
					Title:	Vice President
	Apollo ANRP Advisors III (P2), L.P.,
	By:	Apollo ANRP Capital Management III, LLC,
		its general partner
		By:	APH Holdings, L.P.,
			its sole member
			By:	Apollo Principal Holdings III GP, Ltd.,
				its general partner
				By:	/s/ James Elworth
				Name:	James Elworth
				Title:	Vice President
	ANRP III (NGL Debt), L.P.
	By:	Apollo ANRP Advisors III, L.P.,
		its general partner
		By:	Apollo ANRP Capital Management III, LLC,
			its general partner
			By:	APH Holdings, L.P.,
				its sole member
				By:	Apollo Principal Holdings III GP, Ltd.,
					its general partner
					By:	/s/ James Elworth
					Name:	James Elworth
					Title:	Vice President

 

 

	ANRP III Intermediate Holdings II, L.P.
	By:	Apollo ANRP Advisors III, L.P.,
		its general partner
		By:	Apollo ANRP Capital Management III, LLC,
			its general partner
			By:	/s/ James Elworth
			Name:	James Elworth
			Title:	Vice President
	Apollo ANRP Capital Management III, LLC
	By:	APH Holdings, L.P.,
		its sole member
		By:	Apollo Principal Holdings III GP, Ltd.,
			its general partner
			By:	/s/ James Elworth
			Name:	James Elworth
			Title:	Vice President
	APH Holdings, L.P.
	By:	Apollo Principal Holdings III GP, Ltd.,
		its general partner
		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President
	Apollo Principal Holdings III GP, Ltd.
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

ALLEGO N.V.

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.  This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2023.

 

	AP Spartan Energy Holdings III (PPW), LLC
	By:	Apollo ANRP Capital Management III, LLC,
		its manager
		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President
	AP Spartan Energy Holdings III, L.P.
	By:	Apollo ANRP Advisors III, L.P.,
		its general partner
		By:	Apollo ANRP Capital Management III, LLC,
			its general partner
			By:	APH Holdings, L.P.,
				its sole member
				By:	Apollo Principal Holdings III GP, Ltd.,
					its general partner
					By:	/s/ James Elworth
					Name:	James Elworth
					Title:	Vice President
	Apollo ANRP Advisors III, L.P.
	By:	Apollo ANRP Capital Management III, LLC,
		its general partner
		By:	APH Holdings, L.P.,
			its sole member
			By:	Apollo Principal Holdings III GP, Ltd.,
				its general partner
				By:	/s/ James Elworth
				Name:	James Elworth
				Title:	Vice President

 

 

	AP Spartan Energy Holdings III (PIPE), LLC
	By: Apollo Natural Resources Partners (P2) III, L.P.,
	its member
		By: Apollo ANRP Advisors III (P2), L.P.,
		its general partner
			By:	Apollo ANRP Capital Management III, LLC,
				its general partner
				By:	APH Holdings, L.P.,
					its sole member
					By:	Apollo Principal Holdings III GP, Ltd.,
						its general partner
						By:	/s/ James Elworth
						Name:	James Elworth
						Title:	Vice President
	By: ANRP III (NGL Debt), L.P.
	its member
		By:	Apollo ANRP Advisors III, L.P.,
			its general partner
			By:	Apollo ANRP Capital Management III, LLC,
				its general partner
				By:	APH Holdings, L.P.,
					its sole member
					By:	Apollo Principal Holdings III GP, Ltd.,
						its general partner
						By:	/s/ James Elworth
						Name:	James Elworth
						Title:	Vice President

 

 

 

	Apollo Natural Resources Partners (P2) III, L.P.,
	By: Apollo ANRP Advisors III (P2), L.P.,
	its general partner
		By:	Apollo ANRP Capital Management III, LLC,
			its general partner
			By:	APH Holdings, L.P.,
				its sole member
				By:	Apollo Principal Holdings III GP, Ltd.,
					its general partner
					By:	/s/ James Elworth
					Name:	James Elworth
					Title:	Vice President
	Apollo ANRP Advisors III (P2), L.P.,
	By:	Apollo ANRP Capital Management III, LLC,
		its general partner
		By:	APH Holdings, L.P.,
			its sole member
			By:	Apollo Principal Holdings III GP, Ltd.,
				its general partner
				By:	/s/ James Elworth
				Name:	James Elworth
				Title:	Vice President
	ANRP III (NGL Debt), L.P.
	By:	Apollo ANRP Advisors III, L.P.,
		its general partner
		By:	Apollo ANRP Capital Management III, LLC,
			its general partner
			By:	APH Holdings, L.P.,
				its sole member
				By:	Apollo Principal Holdings III GP, Ltd.,
					its general partner
					By:	/s/ James Elworth
					Name:	James Elworth
					Title:	Vice President

 

 

	ANRP III Intermediate Holdings II, L.P.
	By:	Apollo ANRP Advisors III, L.P.,
		its general partner
		By:	Apollo ANRP Capital Management III, LLC,
			its general partner
			By:	/s/ James Elworth
			Name:	James Elworth
			Title:	Vice President
	Apollo ANRP Capital Management III, LLC
	By:	APH Holdings, L.P.,
		its sole member
		By:	Apollo Principal Holdings III GP, Ltd.,
			its general partner
			By:	/s/ James Elworth
			Name:	James Elworth
			Title:	Vice President
	APH Holdings, L.P.
	By:	Apollo Principal Holdings III GP, Ltd.,
		its general partner
		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President
	Apollo P rincipal Holdings III GP, Ltd.
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President