SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 


 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

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)

 

June 8, 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
744,533 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
744,533 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
744,533 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
744,533 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
744,533 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
744,533 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
185,752 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
185,752 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
185,752 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
185,752 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
185,752 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
185,752 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
4,279,866 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
4,279,866 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,279,866 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)  
5.9%

 

 

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
4,279,866 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
4,279,866 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,279,866 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)  
5.9%

 

 

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
4,279,866 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
4,279,866 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,279,866 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)  
5.9%

 

 

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
4,279,866 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
4,279,866 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,279,866 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)  
5.9%

 

 

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.á.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
555,455 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
555,455 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
555,455 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
555,455 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
555,455 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
555,455 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
555,455 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
555,455 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
555,455 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.á.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
953,633 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
953,633 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
953,633 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
953,633 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
953,633 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
953,633 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
953,633 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
953,633 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
953,633 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
384,252 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
384,252 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
384,252 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
384,252 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
384,252 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
384,252 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
384,252 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
384,252 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
384,252 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
2,352,833 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
2,352,833 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,352,833 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
2,352,833 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
2,352,833 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,352,833 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
2,352,833 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
2,352,833 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,352,833 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
2,352,833 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
2,352,833 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,352,833 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
2,352,833 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
2,352,833 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,352,833 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
2,352,833 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
2,352,833 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,352,833 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
2,352,833 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
2,352,833 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,352,833 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
784,269 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
784,269 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
784,269 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
784,269 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
784,269 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
784,269 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
10,240,593 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
10,240,593 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,240,593 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)  
14.0%

 

 

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
10,240,593 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
10,240,593 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,240,593 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)  
14.0%

 

 

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
10,240,593 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
10,240,593 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,240,593 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)  
14.0%

 

 

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
10,240,593 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
10,240,593 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
10,240,593 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)  
14.0%

 

 

14

Type of Reporting Person
OO

 

31



 

This Amendment No. 1 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.á.r.l., (v) AES (Lux) S.á.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 (the “Initial Schedule 13D”).

 

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

 

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 4.   Purpose of Transaction

 

Item 4 is hereby amended and supplemented with the following:

 

On June 8, 2016, Capital Management delivered to the Issuer a letter agreement (the “Commitment Letter”) pursuant to which Capital Management, on behalf of certain funds and managed accounts, agreed to purchase $14,024,860 of equity securities of the Issuer at or immediately prior to the closing of a private placement.   Capital Management will fund the commitment at or immediately prior to the Closing. Such equity securities shall consist of equity securities of the same class of securities and at the same per-security price as Issuer issues to purchasers in the private placement.

 

Capital Management’s obligations under the Commitment Letter to fund its commitment automatically and immediately terminate after 11:59 p.m. on June 30, 2016 and are subject to the satisfaction of certain conditions, including the terms and conditions of the private placement. The summary of the Commitment Letter herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Commitment Letter, attached hereto as Exhibit 2.

 

Other than as discussed above and in the Initial Schedule 13D, 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.

 

32



 

As described in the Issuer’s Form 8-K filed June 10, 2016, other stakeholders of the Issuer separately have entered into commitment letters that in each case are substantially similar to the Commitment Letter.  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 the entry into the Commitment Letter and this Schedule 13D/A shall not be construed as an admission that any Reporting Person is a member of a group with any such stakeholder, or any other person, or that the Reporting Persons beneficially own any shares of Common Stock beneficially owned by any other stakeholder, or any other person.

 

Item 5.         Interest in Securities of the Issuer

 

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.

 

Item 7.   Material to be Filed as Exhibits

 

Exhibit 2:

Equity Financing Commitment Letter, dated as of June 8, 2016, from Apollo Capital Management, L.P. to Genco Shipping and Trading Limited.

 

33



 

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:  June 10, 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

 

34



 

 

APOLLO CREDIT OPPORTUNITY TRADING FUND III LP

 

 

 

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

 

 

 

 

 

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

 

 

 

 

 

 

 

 

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

 

35



 

 

AEC (LUX) S.Á.R.L.

 

 

 

By:

Apollo European Credit Management, L.P.

 

 

its investment manager

 

 

 

 

 

By:

Apollo European Credit Management, 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, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Joseph D. Glatt

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

 

 

APOLLO EUROPEAN CREDIT MANAGEMENT, LLC

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Joseph D. Glatt

 

 

Vice President

 

 

 

 

 

AES (LUX) S.Á.R.L.

 

 

 

 

By:

Apollo European Strategic Management, L.P.

 

 

its investment manager

 

 

 

 

 

 

By:

Apollo European Strategic Management, 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, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Joseph D. Glatt

 

 

 

Vice President

 

36



 

 

APOLLO EUROPEAN STRATEGIC MANAGEMENT, 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

 

 

 

 

 

 

 

 

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

 

37



 

 

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 member-manager

 

 

 

 

 

 

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, L.P.

 

 

its general partner

 

 

 

 

 

 

By:

Apollo SK Strategic Advisors, LLC

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

 

Joseph D. Glatt

 

 

 

 

Vice President

 

38



 

 

APOLLO SK STRATEGIC MANAGEMENT, LLC

 

 

 

By:

Apollo Capital Management, L.P.

 

 

its sole member

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Joseph D. Glatt

 

 

 

Vice President

 

 

 

 

 

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

 

39



 

 

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

 

40