SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Genco Shipping & Trading Limited

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

Y2685T115

(CUSIP Number)

 

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 27, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 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.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Centre Street Partnership, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
74,453 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
74,453 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,453 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.0%

 

 

14

Type of Reporting Person
PN

 

2



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Centre Street Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
74,453 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
74,453 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,453 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.0%

 

 

14

Type of Reporting Person
OO

 

3



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Franklin Partnership, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
18,575 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
18,575 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
18,575 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

14

Type of Reporting Person
PN

 

4



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Franklin Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
18,575 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
18,575 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
18,575 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3%

 

 

14

Type of Reporting Person
OO

 

5



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Credit Opportunity Trading Fund III LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
427,986 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
427,986 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
427,986 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
5.8%

 

 

14

Type of Reporting Person
PN

 

6



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Credit Opportunity Fund III LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
427,986 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
427,986 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
427,986 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
5.8%

 

 

14

Type of Reporting Person
PN

 

7



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Credit Opportunity Fund (Offshore) III LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
427,986 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
427,986 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
427,986 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
5.8%

 

 

14

Type of Reporting Person
PN

 

8



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Credit Opportunity Management III LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
427,986 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
427,986 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
427,986 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
5.8%

 

 

14

Type of Reporting Person
OO

 

9



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AEC (Lux) S.à.r.l.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Luxembourg

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
55,545 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
55,545 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
55,545 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.8%

 

 

14

Type of Reporting Person
OO

 

10



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo European Credit Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
55,545 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
55,545 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
55,545 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.8%

 

 

14

Type of Reporting Person
PN

 

11



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo European Credit Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
55,545 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
55,545 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
55,545 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.8%

 

 

14

Type of Reporting Person
OO

 

12



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AES (Lux) S. à.r.l.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Luxembourg

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
95,363 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
95,363 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
95,363 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.3%

 

 

14

Type of Reporting Person
OO

 

13



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo European Strategic Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
95,363 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
95,363 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
95,363 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.3%

 

 

14

Type of Reporting Person
PN

 

14



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo European Strategic Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
95,363 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
95,363 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
95,363 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.3%

 

 

14

Type of Reporting Person
OO

 

15



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
ANS U.S. Holdings Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
38,425 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
38,425 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
38,425 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.5%

 

 

14

Type of Reporting Person
CO

 

16



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo SK Strategic Investments, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
38,425 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
38,425 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
38,425 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.5%

 

 

14

Type of Reporting Person
PN

 

17



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo SK Strategic Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
38,425 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
38,425 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
38,425 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.5%

 

 

14

Type of Reporting Person
OO

 

18



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Special Opportunities Managed Account, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
235,283 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
235,283 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
235,283 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
3.2%

 

 

14

Type of Reporting Person
PN

 

19



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo SOMA Advisors, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
235,283 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
235,283 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
235,283 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
3.2%

 

 

14

Type of Reporting Person
PN

 

20



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo SOMA Capital Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
235,283 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
235,283 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
235,283 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
3.2%

 

 

14

Type of Reporting Person
OO

 

21



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
235,283 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
235,283 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
235,283 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
3.2%

 

 

14

Type of Reporting Person
PN

 

22



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings II GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
235,283 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
235,283 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
235,283 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
3.2%

 

 

14

Type of Reporting Person
OO

 

23



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo SVF Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
235,283 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
235,283 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
235,283 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
3.2%

 

 

14

Type of Reporting Person
PN

 

24



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo SVF Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
235,283 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
235,283 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
235,283 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
3.2%

 

 

14

Type of Reporting Person
OO

 

25



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Zeus Strategic Investments, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
78,426 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
78,426 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
78,426 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.1%

 

 

14

Type of Reporting Person
PN

 

26



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Zeus Strategic Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
78,426 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
78,426 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
78,426 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.1%

 

 

14

Type of Reporting Person
OO

 

27



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Capital Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
1,024,059 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,024,059 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,024,059 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.9%

 

 

14

Type of Reporting Person
PN

 

28



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Capital Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
1,024,059 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,024,059 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,024,059 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.9%

 

 

14

Type of Reporting Person
OO

 

29



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
1,024,059 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,024,059 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,024,059 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.9%

 

 

14

Type of Reporting Person
PN

 

30



 

CUSIP No.   Y2685T115

13D/A

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
1,024,059 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,024,059 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,024,059 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.9%

 

 

14

Type of Reporting Person
OO

 

31



 

This Amendment No. 5 to Schedule 13D is filed by:  (i) Apollo Centre Street Partnership, L.P., (ii) Apollo Franklin Partnership, L.P., (iii) Apollo Credit Opportunity Trading Fund III LP, (iv) AEC (Lux) S.à.r.l., (v) AES (Lux) S. à.r.l., (vi) ANS U.S. Holdings Ltd., (vii) Apollo Special Opportunities Managed Account, L.P., (viii) Apollo Zeus Strategic Investments, L.P., (ix) Apollo Centre Street Management, LLC, (x) Apollo Franklin Management, LLC, (xi) Apollo Credit Opportunity Fund III LP, (xii) Apollo Credit Opportunity Fund (Offshore) III LP, (xiii) Apollo Credit Opportunity Management III LLC, (xiv) Apollo European Credit Management, L.P., (xv) Apollo European Credit Management, LLC, (xvi) Apollo European Strategic Management, L.P., (xvii) Apollo European Strategic Management LLC, (xviii) Apollo SK Strategic Investments, L.P., (xix) Apollo SK Strategic Management, LLC, (xx) Apollo SOMA Advisors, L.P., (xxi) Apollo SOMA Capital Management, LLC, (xxii) Apollo Principal Holdings II, L.P., (xxiii) Apollo Principal Holdings II GP, LLC, (xxiv) Apollo SVF Management, L.P., (xxv) Apollo SVF Management GP, LLC, (xxvi) Apollo Zeus Strategic Management, LLC, (xxvii) Apollo Capital Management, L.P. (“Capital Management”), (xxviii) Apollo Capital Management GP, LLC, (xxix) Apollo Management Holdings, L.P., and (xxx) Apollo Management Holdings GP, LLC and supplements and amends the Statement on Schedule 13D filed on February 26, 2016, Amendment No. 1 thereto filed June 10, 2016, Amendment No. 2 thereto filed June 30, 2016, Amendment No. 3 thereto filed October 11, 2016 and Amendment No. 4 thereto filed October 14, 2016 (together, the “Initial Schedule 13Ds”).

 

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Initial Schedule 13Ds.

 

Responses to each item of this Statement on Schedule 13D/A are incorporated by reference into the response to each other item, as applicable.

 

Item 1.   Security and Issuer

 

Item 2.   Identity and Background

 

Item 3.   Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended and supplemented with the following:

 

The source of funds for the Preferred Shares (as defined in Item 4 of this Amendment No. 5 below) that may be acquired pursuant to the Purchase Agreement (as amended) and the Additional Purchase Agreement (as defined in Item 4 of this Amendment No. 5 below) will be the working capital, or funds available for investment, of (i) Apollo Centre Street Partnership, L.P., (ii) Apollo Franklin Partnership, L.P., (iii) Apollo Credit Opportunity Trading Fund III LP, (iv) Apollo European Credit Fund, L.P., (v) AES (Lux) S.à.r.l., (vi) Apollo SK Strategic Investments, L.P., (vii) Apollo Special Opportunities Managed Account, L.P., and (viii) Apollo Zeus Strategic Investments, L.P. (collectively, the “Funds”).

 

Item 4.   Purpose of Transaction

 

Item 4 is hereby amended and supplemented with the following:

 

Effective as of October 26, 2016, the Funds and the Issuer entered into Amendment No. 1 to the Purchase Agreement whereby Section 7.11 of the Purchase Agreement was amended in connection with the entry into the Additional Purchase Agreement described below.

 

Additionally, effective as of October 27, 2016, certain of the Funds entered into a securities purchase agreement (the “Additional Purchase Agreement”) with the Issuer and the other investors set forth therein.  Pursuant to the terms of the Additional Purchase Agreement, certain of the Funds agreed to purchase 515,464 shares of Series A Preferred Stock of the Issuer (“Preferred Shares”) at a price of $4.85 per share, for an aggregate purchase price of $2.5 million. The Preferred Shares to be purchased pursuant to the Additional Purchase Agreement are in addition to the 5,773,197 Preferred Shares, including (i) a firm commitment to purchase 3,587,629 Preferred Shares and (ii) a Backstop Commitment (as defined in the Purchase Agreement) to purchase up to 2,185,568 Preferred Shares, that the Funds agreed to purchase from the Issuer pursuant to the Purchase Agreement.  As disclosed by the Issuer in its Form 8-K filed October 27, 2016, the Issuer has entered into similar purchase agreements with certain other

 

32



 

investors. The closing of the Additional Purchase Agreement is subject to certain customary closing conditions, including the satisfaction of the conditions precedent in the Issuer’s Debt Commitment Letter (as defined in the Additional Purchase Agreement), the refinancing and amendment of certain of the Issuer’s debt agreements, and the execution of a registration rights agreement.

 

The relative rights, preferences, limitations and designations of the Preferred Shares are set forth in the Certificate of Designation attached as Exhibit A to the Additional Purchase Agreement and are described in more detail below in Item 6 of this Amendment No. 5.  Pursuant to the terms of the Certificate of Designation, the Preferred Shares will be converted into shares of Common Stock upon the approval of the Issuer’s stockholders, at an initial conversion ratio of one share of Common Stock for each Preferred Share (the “Conversion”).  Pursuant to the terms of the Additional Purchase Agreement, the Issuer has committed to take all action necessary to hold a special meeting of its stockholders within 60 days of the closing of the transactions contemplated by the Additional Purchase Agreement to seek stockholder approval of the Conversion.

 

The description of Amendment No. 1 to the Purchase Agreement and the Additional Purchase Agreement in this Item 4 are qualified in their entirety by reference to the agreements, forms of which are filed as Exhibit 5 and 6 hereto, respectively, and incorporated by reference into this Item 4.

 

Other than as discussed above and in the Initial Schedule 13Ds, the Reporting Persons do not have any plans or proposals that would have any of the effects listed in Item 4(a)-(j) of Schedule 13D.

 

The Reporting Persons expressly disclaim the existence of any “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and Rule 13d-5 promulgated thereunder, between themselves or with any other stakeholders in the Issuer, and neither the entry into the Additional Purchase Agreement nor the filing of this Schedule 13D/A shall be construed as an admission that any Reporting Person is a member of a group with any such other person, or that the Reporting Persons beneficially own any shares of Common Stock beneficially owned by any other person.

 

Item 5.   Interest in Securities of the Issuer

 

Item 5 is hereby amended and supplemented with the following:

 

(a) — (b) The information requested by this paragraph is incorporated by reference herein to the information provided on the cover pages of this Amendment No. 5.  The number of shares reported by the Reporting Persons on the cover pages hereto and in this Item 5 reflect the effectuation of the Issuer’s 1-for-10 reverse stock split on July 7, 2016.

 

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and supplemented with the following:

 

The information provided above in Item 4 of this Schedule 13D/A is incorporated by reference into this Item 6.

 

The following summarizes the relative rights, preferences, limitations and designations of the Preferred Shares: (i) dividends will be payable on the Preferred Shares semiannually commencing on the 180th day following the day the Preferred Shares are issued, at the rate of per annum of 6% per share; (ii) upon liquidation, dissolution or winding up of the Issuer, holders of the Preferred Shares are entitled to the greater of the sum of the Liquidation Preference (as defined in the Certificate of Designation) and accrued and unpaid dividends, or the amount that would have been payable to holders of Common Stock; (iii) the Preferred Shares have no voting rights except as required by law, and except that the Preferred Shares have the right to vote as a separate class on certain proposals relating to powers, preferences, privileges or rights of the holders of the Preferred Shares, or the issuance or increase in the authorized amount of Preferred Shares; and (iv) the Preferred Shares will be converted into shares of Common Stock upon the approval of the Issuer’s stockholders, at an initial ratio of one share of Common Stock for each Preferred Share, subject to adjustment pursuant to certain anti-dilution provisions.

 

33



 

The description of the relative rights, preferences, limitations and designations of the Preferred Shares in this Item 6 is qualified in its entirety by reference to the Certificate of Designation, a copy of which is included as Exhibit A to the Additional Purchase Agreement a form of which is filed as Exhibit 6 hereto and incorporated by reference into this Item 6.

 

Item 7.   Material to Be Filed as Exhibits

 

Exhibit 5: Form of Amendment No. 1 to Purchase Agreement, effective as of October 26, 2016 by and among Genco Shipping and Trading Limited and the Funds.

 

Exhibit 6: Form of Additional Purchase Agreement, effective as of October 27, 2016, by and among Genco Shipping and Trading Limited, certain of the Funds and each other investor set forth on the signature page affixed thereto.

 

34



 

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

 

Dated:  October 28, 2016

 

 

APOLLO CENTRE STREET PARTNERSHIP, L.P.

 

 

 

 

By:

Apollo Centre Street Advisors (APO DC), L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Centre Street Advisors (APO DC-GP), LLC

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

Joseph D. Glatt

 

 

 

 

Vice President

 

 

 

 

APOLLO CENTRE STREET MANAGEMENT, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

 

 

 

APOLLO FRANKLIN PARTNERSHIP, L.P.

 

 

 

 

By:

Apollo Franklin Advisors (APO DC), L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Franklin Advisors (APO DC-GP), LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

Joseph D. Glatt

 

 

 

 

Vice President

 

 

 

 

APOLLO FRANKLIN MANAGEMENT, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

35



 

 

APOLLO CREDIT OPPORTUNITY TRADING FUND III

 

 

 

 

By:

Apollo Credit Opportunity Fund III LP

 

 

its general partner

 

 

 

 

 

By:

Apollo Credit Opportunity Advisors III (APO FC) LP

 

 

 

its general partner

 

 

 

 

 

 

By:

Apollo Credit Opportunity Advisors III (APO FC) GP LLC

 

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

 

Joseph D. Glatt

 

 

 

 

 

Vice President

 

 

 

 

By:

Apollo Credit Opportunity Fund (Offshore) III LP

 

 

its general partner

 

 

 

 

 

By:

Apollo Credit Opportunity Advisors III (APO FC) LP

 

 

 

its general partner

 

 

 

 

 

 

By:

Apollo Credit Opportunity Advisors III (APO FC) GP LLC

 

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

 

Joseph D. Glatt

 

 

 

 

 

Vice President

 

 

 

 

APOLLO CREDIT OPPORTUNITY FUND III LP

 

 

 

 

By:

Apollo Credit Opportunity Advisors III (APO FC) LP

 

 

its general partner

 

 

 

 

 

By:

Apollo Credit Opportunity Advisors III (APO FC) GP LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

Joseph D. Glatt

 

 

 

 

Vice President

 

36



 

 

APOLLO CREDIT OPPORTUNITY FUND (OFFSHORE) III LP

 

 

 

 

By:

Apollo Credit Opportunity Advisors III (APO FC) LP

 

 

its general partner

 

 

 

 

 

By:

Apollo Credit Opportunity Advisors III (APO FC) GP LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

Joseph D. Glatt

 

 

 

 

Vice President

 

 

 

 

APOLLO CREDIT OPPORTUNITY MANAGEMENT III LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

 

 

 

AEC (LUX) S.À R.L.

 

 

 

 

By:

Apollo European Credit Management, L.P.

 

 

its investment manager

 

 

 

 

 

By:

Apollo European Credit Management GP, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

Joseph D. Glatt

 

 

 

 

Vice President

 

 

 

 

APOLLO EUROPEAN CREDIT MANAGEMENT, L.P.

 

 

 

 

By:

Apollo European Credit Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Joseph D. Glatt

 

 

 

Vice President

 

 

 

 

APOLLO EUROPEAN CREDIT MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

37



 

 

AES (LUX) S.À R.L.

 

 

 

 

By:

Apollo European Strategic Management, L.P.

 

 

its investment manager

 

 

 

 

 

By:

Apollo European Strategic Management GP, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

Joseph D. Glatt

 

 

 

 

Vice President

 

 

 

 

APOLLO EUROPEAN STRATEGIC MANAGEMENT, L.P.

 

 

 

 

By:

Apollo European Strategic Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Joseph D. Glatt

 

 

 

Vice President

 

 

 

 

APOLLO EUROPEAN STRATEGIC MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

 

 

 

APOLLO SPECIAL OPPORTUNITIES MANAGED ACCOUNT, L.P.

 

 

 

 

By:

Apollo SOMA Advisors, L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo SOMA Capital Management, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

Joseph D. Glatt

 

 

 

 

Vice President

 

38



 

 

APOLLO SOMA ADVISORS, L.P.

 

 

 

 

By:

Apollo SOMA Capital Management, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Joseph D. Glatt

 

 

 

Vice President

 

 

 

 

APOLLO SOMA CAPITAL MANAGEMENT, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

 

 

 

APOLLO PRINCIPAL HOLDINGS II, L.P.

 

 

 

 

By:

Apollo Principal Holdings II GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Joseph D. Glatt

 

 

 

Vice President

 

39



 

 

APOLLO PRINCIPAL HOLDINGS II GP, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

 

 

 

APOLLO SVF MANAGEMENT, L.P.

 

 

 

 

By:

Apollo SVF Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Joseph D. Glatt

 

 

 

Vice President

 

 

 

 

APOLLO SVF MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

 

 

 

ANS U.S. HOLDINGS LTD.

 

 

 

 

By:

Apollo SK Strategic Investments, L.P.

 

 

its sole shareholder

 

 

 

 

 

By:

Apollo SK Strategic Advisors GP, L.P.

 

 

 

its general partner

 

 

 

 

 

 

By:

Apollo SK Strategic Advisors, LLC

 

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

 

Joseph D. Glatt

 

 

 

 

 

Vice President

 

 

 

 

APOLLO SK STRATEGIC INVESTMENTS, L.P.

 

 

 

 

By:

Apollo SK Strategic Advisors GP, L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo SK Strategic Advisors, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

Joseph D. Glatt

 

 

 

 

Vice President

 

 

 

 

APOLLO SK STRATEGIC MANAGEMENT, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

40



 

 

APOLLO ZEUS STRATEGIC INVESTMENTS, L.P.

 

 

 

 

By:

Apollo Zeus Strategic Advisors, L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Zeus Strategic Advisors, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

Joseph D. Glatt

 

 

 

 

Vice President

 

 

 

 

APOLLO ZEUS STRATEGIC MANAGEMENT, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

 

 

 

APOLLO CAPITAL MANAGEMENT, L.P.

 

 

 

 

By:

Apollo Capital Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Joseph D. Glatt

 

 

 

Vice President

 

 

 

 

APOLLO CAPITAL MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

41



 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Joseph D. Glatt

 

 

 

Vice President

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

42