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OMB APPROVAL |
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UNITED STATES |
OMB Number: 3235-0145 |
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SECURITIES AND EXCHANGE COMMISSION |
Expires: February 28, 2011 |
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Washington, D.C. 20549 |
Estimated average burden |
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hours per response.........10.4 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
NORANDA ALUMINUM HOLDING CORPORATION
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
65542W107
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SEC 1745 (3-06)
CUSIP No. 65542W107 | |||||
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1 |
Name of Reporting Persons. Apollo Investment Fund VI, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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1 |
Name of Reporting Persons. Noranda Holdings, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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1 |
Name of Reporting Persons. Noranda Holdings LLC | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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| |||
Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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1 |
Name of Reporting Persons. Apollo Overseas Partners VI, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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| |||
Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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1 |
Name of Reporting Persons. Apollo Overseas Partners (Delaware) VI, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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|
4 |
Citizenship or Place of Organization | |||
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|
| |||
Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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|
1 |
Name of Reporting Persons. Apollo Overseas Partners (Delaware 892) VI, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
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|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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|
1 |
Name of Reporting Persons. Apollo Overseas Partners (Germany) VI, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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1 |
Name of Reporting Persons. AAA Guarantor Co-Invest VI, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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1 |
Name of Reporting Persons. AAA MIP Limited | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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|
1 |
Name of Reporting Persons. Apollo Advisors VI, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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|
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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|
1 |
Name of Reporting Persons. Apollo Capital Management VI, LLC | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
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|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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|
1 |
Name of Reporting Persons. Apollo Principal Holdings I, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
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|
(b) |
x | ||
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3 |
SEC Use Only | |||
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|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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|
1 |
Name of Reporting Persons. Apollo Principal Holdings I GP, LLC | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
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|
(b) |
x | ||
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3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
| |||||
|
1 |
Name of Reporting Persons. Apollo Alternative Assets, L.P. | |||
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|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
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|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
| |||||
|
1 |
Name of Reporting Persons. Apollo International Management, L.P. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
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|
(b) |
x | ||
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|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
| |||||
|
1 |
Name of Reporting Persons. Apollo International Management GP, LLC | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
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|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
| |||||
|
1 |
Name of Reporting Persons. Apollo Management VI, L.P. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
| |||||
|
1 |
Name of Reporting Persons. AIF VI Management, LLC | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
| |||||
|
1 |
Name of Reporting Persons. Apollo Management, L.P. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
| |||||
|
1 |
Name of Reporting Persons. Apollo Management GP, LLC | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
| |||||
|
1 |
Name of Reporting Persons. Apollo Management Holdings, L.P. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 65542W107 | |||||
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1 |
Name of Reporting Persons. Apollo Management Holdings GP, LLC | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices 801 Crescent Centre Drive, Suite 600 Franklin, Tennessee 37067 |
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Item 2. |
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(a) |
Name of Person Filing |
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LLC, Overseas VI, Overseas Delaware, Overseas 892, Overseas Germany, Co-Invest VI, AAA MIP, Advisors VI, ACM VI, Principal I, Principal I GP, Alternative Assets, Intl Management, International GP, Management VI, AIF VI LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP are collectively referred to herein as the Reporting Persons. |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title of Class of Securities | |
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(e) |
CUSIP Number | |
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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: | ||
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Not applicable. | ||
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Item 4. |
Ownership. | ||
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(a) |
Amount beneficially owned: | |
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AIF VI: |
22,298,349 shares of Common Stock |
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Holdings LP: |
20,541,651 shares of Common Stock |
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Holdings LLC: |
20,541,651 shares of Common Stock |
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Overseas VI: |
20,541,651 shares of Common Stock |
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Overseas Delaware : |
20,541,651 shares of Common Stock |
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Overseas 892: |
20,541,651 shares of Common Stock |
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Overseas Germany: |
20,541,651 shares of Common Stock |
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Co-Invest VI: |
20,541,651 shares of Common Stock |
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AAA MIP: |
20,541,651 shares of Common Stock |
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Advisors VI: |
42,840,000 shares of Common Stock |
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ACM VI: |
42,840,000 shares of Common Stock |
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Principal I: |
42,840,000 shares of Common Stock |
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Principal I GP: |
42,840,000 shares of Common Stock |
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Alternative Assets: |
20,559,151 shares of Common Stock |
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Intl Management: |
20,559,151 shares of Common Stock |
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International GP: |
20,559,151 shares of Common Stock |
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Management VI: |
42,962,500 shares of Common Stock |
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AIF VI LLC: |
42,962,500 shares of Common Stock |
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Apollo Management: |
42,962,500 shares of Common Stock |
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Management GP: |
42,962,500 shares of Common Stock |
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Management Holdings: |
42,980,000 shares of Common Stock |
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Management Holdings GP: |
42,980,000 shares of Common Stock |
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The number of shares reported as beneficially owned by Alternative Assets, Intl Management, International GP, Management Holdings and Management Holdings GP in this section (a) of Item 4 and sections (b) and (c) of Item 4 below include 17,500 shares of common stock issuable upon the exercise of options to purchase such shares that were granted to Alternative Assets for its own benefit. The number of shares reported as beneficially owned by Management VI, AIF VI LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP includes 122,500 shares of Common Stock issuable upon the exercise of options to purchase such shares that were granted to Management VI for its own benefit.
AIF VI, Holdings LP, Holdings LLC, Overseas VI, Overseas Delaware, Overseas 892, Overseas Germany, Co-Invest VI, AAA MIP, Advisors VI, ACM VI, Principal I, Principal I GP, Alternative Assets, Intl Management, International GP, Management VI, AIF VI LLC, Apollo Management, Management GP, Management Holdings, Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the principal executive officers and managers of Principal I GP and Management Holdings GP, disclaim beneficial ownership of all shares of the Common Stock in excess of their pecuniary interests, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
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(b) |
Percent of class: | |
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AIF VI: |
40.3% |
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Holdings LP: |
37.2% |
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Holdings LLC: |
37.2% |
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Overseas VI: |
37.2% |
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Overseas Delaware : |
37.2% |
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Overseas 892: |
37.2% |
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Overseas Germany: |
37.2% |
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Co-Invest VI: |
37.2% |
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AAA MIP: |
37.2% |
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Advisors VI: |
77.5% |
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ACM VI: |
77.5% |
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Principal I: |
77.5% |
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Principal I GP: |
77.5% |
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Alternative Assets: |
37.2% |
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Intl Management: |
37.2% |
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International GP: |
37.2% |
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Management VI: |
77.5% |
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AIF VI LLC: |
77.5% |
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Apollo Management: |
77.5% |
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Management GP: |
77.5% |
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Management Holdings: |
77.6% |
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Management Holdings GP: |
77.6% |
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The percentage amounts are based on 55,280,232 shares of Common Stock outstanding as of October 22, 2010 according to the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2010. |
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(c) |
Number of shares as to which the person has:
| ||
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(i) |
Sole power to vote or to direct the vote: 0 for all Reporting Persons. | |
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(ii) |
Shared power to vote or to direct the vote: | |
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AIF VI: |
22,298,349 shares of Common Stock |
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Holdings LP: |
20,541,651 shares of Common Stock |
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Holdings LLC: |
20,541,651 shares of Common Stock |
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Overseas VI: |
20,541,651 shares of Common Stock |
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Overseas Delaware : |
20,541,651 shares of Common Stock |
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Overseas 892: |
20,541,651 shares of Common Stock |
|
|
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Overseas Germany: |
20,541,651 shares of Common Stock |
|
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Co-Invest VI: |
20,541,651 shares of Common Stock |
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AAA MIP: |
20,541,651 shares of Common Stock |
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Advisors VI: |
42,840,000 shares of Common Stock |
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ACM VI: |
42,840,000 shares of Common Stock |
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Principal I: |
42,840,000 shares of Common Stock |
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Principal I GP: |
42,840,000 shares of Common Stock |
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Alternative Assets: |
20,559,151 shares of Common Stock |
|
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Intl Management: |
20,559,151 shares of Common Stock |
|
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International GP: |
20,559,151 shares of Common Stock |
|
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Management VI: |
42,962,500 shares of Common Stock |
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AIF VI LLC: |
42,962,500 shares of Common Stock |
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Apollo Management: |
42,962,500 shares of Common Stock |
|
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Management GP: |
42,962,500 shares of Common Stock |
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Management Holdings: |
42,980,000 shares of Common Stock |
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Management Holdings GP: |
42,980,000 shares of Common Stock |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons. | |
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(iv) |
Shared power to dispose or to direct the disposition of: | |
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AIF VI: |
22,298,349 shares of Common Stock |
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Holdings LP: |
20,541,651 shares of Common Stock |
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Holdings LLC: |
20,541,651 shares of Common Stock |
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Overseas VI: |
20,541,651 shares of Common Stock |
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Overseas Delaware : |
20,541,651 shares of Common Stock |
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Overseas 892: |
20,541,651 shares of Common Stock |
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Overseas Germany: |
20,541,651 shares of Common Stock |
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Co-Invest VI: |
20,541,651 shares of Common Stock |
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AAA MIP: |
20,541,651 shares of Common Stock |
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Advisors VI: |
42,840,000 shares of Common Stock |
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ACM VI: |
42,840,000 shares of Common Stock |
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Principal I: |
42,840,000 shares of Common Stock |
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Principal I GP: |
42,840,000 shares of Common Stock |
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Alternative Assets: |
20,559,151 shares of Common Stock |
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Intl Management: |
20,559,151 shares of Common Stock |
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International GP: |
20,559,151 shares of Common Stock |
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Management VI: |
42,962,500 shares of Common Stock |
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AIF VI LLC: |
42,962,500 shares of Common Stock |
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Apollo Management: |
42,962,500 shares of Common Stock |
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Management GP: |
42,962,500 shares of Common Stock |
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Management Holdings: |
42,980,000 shares of Common Stock |
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Management Holdings GP: |
42,980,000 shares of Common Stock |
Item 5. |
Ownership of Five Percent or Less of a Class. |
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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 ¨ |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group. |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable. |
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Item 10. |
Certification. |
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Not applicable. |
[The remainder of this page 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 11, 2011 |
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APOLLO INVESTMENT FUND VI, L.P. | ||||
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By: |
Apollo Advisors VI, L.P. | |||
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its General Partner | |||
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By: |
Apollo Capital Management VI, LLC | ||
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its General Partner: | ||
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By: |
/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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NORANDA HOLDINGS, L.P. | ||||
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By: |
Noranda Holdings LLC | |||
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its General Partner | |||
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By: |
Apollo Management VI, L.P. | ||
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its Manager | ||
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By: |
AIF VI Management, LLC | |
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its General Partner | |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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NORANDA HOLDINGS LLC | |||
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By: |
Apollo Management VI, L.P. | ||
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its Manager | ||
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By: |
AIF VI Management, LLC | |
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its General Partner | |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO OVERSEAS PARTNERS VI, L.P. | |||
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By: |
Apollo Advisors VI, L.P., | ||
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its managing general partner | ||
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By: |
Apollo Capital Management VI, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO OVERSEAS PARTNERS (DELAWARE) VI, L.P. | |||
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By: |
Apollo Advisors VI, L.P., | ||
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its general partner | ||
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By: |
Apollo Capital Management VI, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO OVERSEAS PARTNERS (DELAWARE 892) VI, L.P. | |||
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By: |
Apollo Advisors VI, L.P., | ||
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its general partner | ||
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By: |
Apollo Capital Management VI, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P. | |||
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By: |
Apollo Advisors VI, L.P., | ||
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its managing general partner | ||
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By: |
Apollo Capital Management VI, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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AAA GUARANTOR CO-INVEST VI, L.P. | |||||
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By: |
AAA MIP Limited | ||||
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its general partner | ||||
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By: |
Apollo Alternative Assets, L.P. | |||
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its investment manager | |||
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By: |
Apollo International Management, L.P. | ||
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its managing general partner | ||
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By: |
Apollo International Management GP, LLC | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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AAA MIP LIMITED | |||
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By: |
Apollo Alternative Assets, L.P. | ||
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its investment manager | ||
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By: |
Apollo International Management, L.P. | |
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its managing general partner | |
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By: |
Apollo International Management |
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GP, LLC, its general partner |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO ADVISORS VI, L.P. | ||
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| |
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By: |
Apollo Capital Management VI, LLC, | |
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its general partner | |
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| |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO CAPITAL MANAGEMENT VI, LLC | ||
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By: |
/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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APOLLO PRINCIPAL HOLDINGS I, L.P. | ||
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By: |
Apollo Principal Holdings I GP, LLC, | |
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its general partner | |
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| |
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By: |
/s/ Laurie D. Medley |
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Laurie D. Medley |
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Vice President |
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APOLLO PRINCIPAL HOLDINGS I GP, LLC | ||||
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By: |
/s/ Laurie D. Medley | |||
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Laurie D. Medley | |||
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Vice President | |||
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APOLLO ALTERNATIVE ASSETS, L.P. | ||||
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By: |
Apollo International Management, L.P. | |||
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its managing general partner | |||
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By: |
Apollo International Management GP, LLC | ||
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|
its general partner | ||
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By: |
/s/ Laurie D. Medley | |
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Laurie D. Medley | |
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Vice President | |
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| |
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APOLLO INTERNATIONAL MANAGEMENT, L.P. | ||||
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By: |
Apollo International Management GP, LLC | |||
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its general partner | |||
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| |||
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By: |
/s/ Laurie D. Medley | ||
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|
Laurie D. Medley | ||
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|
|
Vice President | ||
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APOLLO INTERNATIONAL MANAGEMENT GP, LLC | ||
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| ||
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By: |
/s/ Laurie D. Medley | |
|
|
Laurie D. Medley | |
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Vice President | |
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| |
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| |
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APOLLO MANAGEMENT VI, L.P. | ||
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| ||
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By: |
AIF VI Management, LLC | |
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its General Partner | ||
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| |
|
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By: |
/s/ Laurie D. Medley |
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|
|
Laurie D. Medley |
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|
Vice President |
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AIF VI MANAGEMENT, LLC | ||
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| ||
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By: |
/s/ Laurie D. Medley | |
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|
Laurie D. Medley | |
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Vice President | |
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| |
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| |
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APOLLO MANAGEMENT, L.P. | ||
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| ||
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By: |
Apollo Management GP, LLC | |
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its General Partner | |
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| |
|
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By: |
/s/ Laurie D. Medley |
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|
|
Laurie D. Medley |
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|
|
Vice President |
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APOLLO MANAGEMENT GP, LLC | ||
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| ||
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By: |
/s/ Laurie D. Medley | |
|
|
Laurie D. Medley | |
|
|
Vice President | |
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| |
|
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| |
|
APOLLO MANAGEMENT HOLDINGS, L.P. | ||
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| ||
|
By: |
Apollo Management Holdings GP, LLC | |
|
|
its General Partner | |
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| |
|
|
By: |
/s/ Laurie D. Medley |
|
|
|
Laurie D. Medley |
|
|
|
Vice President |