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    SEC Form SC 13G/A filed by ADT Inc. (Amendment)

    2/28/24 4:05:32 PM ET
    $ADT
    Diversified Commercial Services
    Consumer Discretionary
    Get the next $ADT alert in real time by email
    SC 13G/A 1 tm247381d2_sc13ga.htm SC 13G/A

     

     

     

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

     

    SCHEDULE 13G 

    (Amendment No. 5)*

     

    Under the Securities Exchange Act of 1934

     

    ADT Inc.

    (Name of Issuer)

     

    Common Stock, par value $0.01 per share

    (Title of Class of Securities)

     

    00090Q 10 3

    (CUSIP Number)

     

    December 31, 2023**

    (Date of Event Which Requires Filing of this Statement)

     

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

     

    o Rule 13d-1(b)
    o Rule 13d-1(c)
    x Rule 13d-1(d)

     

    *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    ** The reporting persons are filing this Amendment No. 5 to Schedule 13G solely to correct certain beneficial ownership numbers included in Amendment No. 4 to this Schedule 13G due to administrative error.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    Prime Security Services TopCo (ML), L.P.
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     465,636,814 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    465,636,814 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    465,636,814 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
     
      11 Percent of Class Represented by Amount in Row (9)
    53.7%
     
      12 Type of Reporting Person (See Instructions)
    PN

     

    2 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    Prime Security Services TopCo (ML II), L.P.
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     32,663,552 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    32,663,552 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    32,663,552 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
     
      11 Percent of Class Represented by Amount in Row (9)
    3.8%
     
      12 Type of Reporting Person (See Instructions)
    PN

     

    3 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    Prime Security Services TopCo (ML), LLC
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     465,636,814 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    465,636,814 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    465,636,814 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ⌧
     
      11 Percent of Class Represented by Amount in Row (9)
    53.7%
     
      12 Type of Reporting Person (See Instructions)
    OO

     

    4 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    Prime Security Services TopCo (ML II), LLC
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     32,663,552 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    32,663,552 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    32,663,552 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
     
      11 Percent of Class Represented by Amount in Row (9)
    3.8%
     
      12 Type of Reporting Person (See Instructions)
    OO

     

    5 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    Prime Security Services TopCo Parent GP, LLC
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     498,300,366 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    498,300,366 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    498,300,366 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
     
      11 Percent of Class Represented by Amount in Row (9)
    57.5%
     
      12 Type of Reporting Person (See Instructions)
    OO

     

    6 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    AP VIII Prime Security Services Holdings, L.P.
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     498,300,366 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    498,300,366 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    498,300,366 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
     
      11 Percent of Class Represented by Amount in Row (9)
    57.5%
     
      12 Type of Reporting Person (See Instructions)
    PN

     

    7 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    Prime Security Services GP, LLC
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     498,300,366 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    498,300,366 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    498,300,366 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
     
      11 Percent of Class Represented by Amount in Row (9)
    57.5%
     
      12 Type of Reporting Person (See Instructions)
    OO

     

    8 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    AP VIII Prime Security Services Management, LLC
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     498,300,366 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    498,300,366 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    498,300,366 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
     
      11 Percent of Class Represented by Amount in Row (9)
    57.5%
     
      12 Type of Reporting Person (See Instructions)
    OO

     

    9 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    Apollo Management, L.P.
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     498,300,366 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    498,300,366 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    498,300,366 shares
         
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
         
      11 Percent of Class Represented by Amount in Row (9)
    57.5%
         
      12 Type of Reporting Person (See Instructions)
    PN

     

    10 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    Apollo Management GP, LLC
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     498,300,366 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    498,300,366 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    498,300,366 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
     
      11 Percent of Class Represented by Amount in Row (9)
    57.5%
     
      12 Type of Reporting Person (See Instructions)
    OO

     

    11 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    Apollo Management Holdings, L.P.
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     498,300,366 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    498,300,366 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    498,300,366 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
     
      11 Percent of Class Represented by Amount in Row (9)
    57.5%
     
      12 Type of Reporting Person (See Instructions)
    PN

     

    12 of 20

     

     

    CUSIP No. 00090Q 10 3
     
      1 Name of Reporting Persons
    I.R.S. Identification Nos. of Above Persons (Entities Only)
    Apollo Management Holdings GP, LLC
     
      2 Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) o
        (b) o
     
      3 SEC Use Only
     
      4 Citizenship or Place of Organization
    Delaware

     

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5 Sole Voting Power
    0 shares
     
    6 Shared Voting Power
     498,300,366 shares
     
    7 Sole Dispositive Power
     0 shares
     
    8 Shared Dispositive Power
    498,300,366 shares

     

      9 Aggregate Amount Beneficially Owned by Each Reporting Person
    498,300,366 shares
     
      10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
     
      11 Percent of Class Represented by Amount in Row (9)
    57.5%
     
      12 Type of Reporting Person (See Instructions)
    OO

     

    13 of 20

     

     

    CUSIP No. 00090Q 10 3

     

    Item 1.
      (a) Name of Issuer
    ADT Inc.
      (b)

    Address of Issuer’s Principal Executive Offices

    1501 Yamato Road

    Boca Raton, Florida 33431

     
    Item 2.
      (a)

    Name of Person Filing

    This statement is filed by: (i) Prime Security Services TopCo (ML), L.P. (“TopCo ML LP”); (ii)  Prime Security Services TopCo (ML II), L.P. (“TopCo ML II LP”); (iii) Prime Security Services TopCo (ML), LLC (“Prime TopCo ML”); (iv) Prime Security Services TopCo (ML II), LLC (“Prime TopCo ML II”); (v) Prime Security Services TopCo Parent GP, LLC (“TopCo Parent GP”); (vi) AP VII Prime Security Services Holdings, L.P. (“AP VIII Prime Security LP”); (vii) Prime Security Services GP, LLC (“Prime GP”); (viii) AP VIII Prime Security Services Management, LLC (“AP VIII Prime Security Management”); (ix) Apollo Management, L.P. (“Apollo Management”); (x) Apollo Management GP, LLC (“Management GP”); (xi) Apollo Management Holdings, L.P. (“Management Holdings”); and (xii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

     

    TopCo ML LP and TopCo ML II LP are the holders of record of the securities of the Issuer.

     

    Prime TopCo ML serves as the general partner of TopCo ML LP, and Prime TopCo ML II serves as the general partner of TopCo ML II LP. TopCo Parent GP serves as the sole member of Prime TopCo ML. AP VIII Prime Security LP serves as the sole member of TopCo Parent GP.

     

    Prime GP serves as the general partner for AP VIII Prime Security LP and as the sole member for Prime TopCo ML II. AP VIII Prime Security Management serves as the investment manager of AP VIII Prime Security LP and Prime GP. Apollo Management serves as the sole member-manager of AP VIII Prime Security Management. Management GP serves as the general partner of Apollo Management. Management Holdings serves as the sole member and manager of Management GP, and Management Holdings GP serves as the general partner of Management Holdings.

      (b) Address of Principal Business Office or, if none, Residence
    The address of the principal business office of each of TopCo ML LP, TopCo ML II LP, Prime TopCo ML, Prime TopCo ML II , TopCo Parent GP, AP VIII Prime Security LP and Prime GP is 100 West Putnam Avenue, Greenwich, Connecticut 06830.  The address of the principal business office of each of AP VIII Prime Security Management, Apollo Management, Management GP, Management Holdings and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.
      (c) Citizenship
    TopCo ML LP, TopCo ML II LP, AP VIII Prime Security LP, Apollo Management and Management Holdings are each Delaware limited partnerships.  Prime TopCo ML, Prime TopCo ML II, TopCo Parent GP, Prime GP, AP VIII Prime Security Management, Management GP and Management Holdings GP are each Delaware limited liability companies.
      (d) Title of Class of Securities
    Common Stock, par value $0.01 per share (the “Common Stock”).
      (e) CUSIP Number
    00090Q 10 3
     
    Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
      Not applicable.

     

    14 of 20

     

     

    Item 4. Ownership.

     

      (a) Amount beneficially owned:    
         
        TopCo ML LP 465,636,814  
        TopCo ML II LP 32,663,552  
        Prime TopCo ML 465,636,814  
        Prime TopCo ML II 32,663,552  
        TopCo Parent GP 498,300,366  
        AP VIII Prime Security LP 498,300,366  
        Prime GP 498,300,366  
        AP VIII Prime Security Management 498,300,366  
        Apollo Management 498,300,366  
        Management GP 498,300,366  
        Management Holdings 498,300,366  
        Management Holdings GP 498,300,366  
       

     

    Prime TopCo ML, TopCo Parent GP, AP VIII Prime Security LP, Prime GP, AP VIII Prime Security Management, Apollo Management, Management GP, Management Holdings and Management Holdings GP, and Messrs. Marc Rowan, Scott Kleinman, and James Zelter, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

      (b) Percent of class:    
         
        TopCo ML LP 53.7%  
        TopCo ML II LP 3.8%  
        Prime TopCo ML 53.7%  
        Prime TopCo ML II 3.8%  
        TopCo Parent GP 57.5%  
        AP VIII Prime Security LP 57.5%  
        Prime GP 57.5%  
        AP VIII Prime Security Management 57.5%  
        Apollo Management 57.5%  
        Management GP 57.5%  
        Management Holdings 57.5%  
        Management Holdings GP 57.5%  
       

     

    The percentage amounts are based on 867,076,756 shares of Common Stock outstanding as of October 25, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023.

     

    15 of 20

     

     

      (c)

    Number of shares as to which the person has:

     

        (i)

    Sole power to vote or to direct the vote:

    0 for all Reporting Persons

        (ii) Shared power to vote or to direct the vote:
           
          TopCo ML LP 465,636,814  
          TopCo ML II LP 32,663,552  
          Prime TopCo ML 465,636,814  
          Prime TopCo ML II 32,663,552  
          TopCo Parent GP 498,300,366  
          AP VIII Prime Security LP 498,300,366  
          Prime GP 498,300,366  
          AP VIII Prime Security Management 498,300,366  
          Apollo Management 498,300,366  
          Management GP 498,300,366  
          Management Holdings 498,300,366  
          Management Holdings GP 498,300,366  
        (iii)

    Sole power to dispose or to direct the disposition of:

    0 for all Reporting Persons

        (iv) Shared power to dispose or to direct the disposition of:
           
          TopCo ML LP 465,636,814  
          TopCo ML II LP 32,663,552  
          Prime TopCo ML 465,636,814  
          Prime TopCo ML II 32,663,552  
          TopCo Parent GP 498,300,366  
          AP VIII Prime Security LP 498,300,366  
          Prime GP 498,300,366  
          AP VIII Prime Security Management 498,300,366  
          Apollo Management 498,300,366  
          Management GP 498,300,366  
          Management Holdings 498,300,366  
          Management Holdings GP 498,300,366  

     

    16 of 20

     

      

    Item 5. Ownership of Five Percent or Less of a Class.
      If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o
     
    Item 6. Ownership of More than Five Percent on Behalf of Another Person.
      Not applicable.
     
    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
      Not applicable.
     
    Item 8. Identification and Classification of Members of the Group.
      Not applicable.
     
    Item 9. Notice of Dissolution of Group.
      Not applicable.
     
    Item 10. Certification.
      Not Applicable

     

    [The remainder of this page intentionally left blank.]

     

    17 of 20

     

     

    SIGNATURE

     

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

     

    Date: February 28, 2024

     

      Prime Security Services TopCo (ML), L.P.
       
      By: Prime Security Services TopCo (ML), LLC,
        its general partner
         
        By: Prime Security Services TopCo Parent GP, LLC,
    its sole member
               
          By: /s/ James Elworth
          Name: James Elworth
          Title: Vice President

     

      Prime Security Services TopCo (ML II), L.P.
               
      By: Prime Security Services TopCo (ML II), LLC,
        its general partner
               
        By: Prime Security Services GP, LLC, its member
               
          By: Apollo Advisors VIII, L.P.,
            its sole member
               
          By: Apollo Capital Management VIII, LLC,
            its general partner
               
            By: /s/ James Elworth
            Name: James Elworth
            Title: Vice President

     

      Prime Security Services TopCo (ML), LLC
               
      By: Prime Security Services TopCo Parent GP, LLC,
        its sole member
               
        By: AP VII Prime Security Services Holdings, L.P.,
          its sole member
               
          By: Prime Security Services GP, LLC,
            its member
               
          By: Apollo Advisors VIII, L.P.,
            its sole member
               
          By: Apollo Capital Management VIII, LLC,
            its general partner
               
            By: /s/ James Elworth
            Name: James Elworth
            Title: Vice President

     

    18 of 20

     

     

      Prime Security Services TopCo (ML II), LLC
               
      By: Prime Security Services GP, LLC,
        its sole member
               
        By: Apollo Advisors VIII, L.P.,
          its sole member
               
          By: Apollo Capital Management VIII, LLC,
            its general partner
               
            By: /s/ James Elworth
            Name: James Elworth
            Title: Vice President

     

      Prime Security Services TopCo Parent GP, LLC
               
      By: By: /s/ James Elworth
      Name:  James Elworth
      Title: Vice President

     

      AP VIII PRIME SECURITY SERVICES HOLDINGS, L.P.
               
      By: Prime Security Services GP, LLC,
      its general partner
               
        By: Apollo Advisors VIII, L.P.,
          its sole member
               
          By: Apollo Capital Management VIII, LLC,
            its general partner
               
            By: /s/ James Elworth
            By:  James Elworth
            By: Vice President

     

      PRIME SECURITY SERVICES GP, LLC
               
        By: Apollo Advisors VIII, L.P.,
           its sole member
               
          By: Apollo Capital Management VIII, LLC,
            its general partner
               
            By: /s/ James Elworth
            Name: James Elworth
            Title: Vice President

     

    19 of 20

     

     

      AP VIII PRIME SECURITY SERVICES MANAGEMENT, LLC
             
      By: Apollo Management, L.P.,
        its sole member
             
        By: Apollo Management GP, LLC,
          its general partner
             
          By: /s/ James Elworth
          Name: James Elworth
          Title: Vice President

     

      APOLLO MANAGEMENT, L.P.
         
      By: Apollo Management GP, LLC,
        its general partner
           
        By: /s/ James Elworth
        Name: James Elworth
        Title: Vice President

     

      APOLLO MANAGEMENT GP, LLC
         
      By: /s/ James Elworth
      Name: James Elworth
      Title: Vice President

     

      APOLLO MANAGEMENT HOLDINGS, L.P.
         
      By: Apollo Management Holdings GP, LLC,
        its general partner
           
        By: /s/ James Elworth
        Name: James Elworth
        Title: Vice President

     

       
      APOLLO MANAGEMENT HOLDINGS GP, LLC
         
      By: /s/ James Elworth
      Name:  James Elworth
      Title: Vice President

       

    20 of 20

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