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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
NRG YIELD, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01
(Title of Class of Securities)
62942X306
(CUSIP Number)
December 31, 2017
(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) |
x |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons. | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons. | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons. | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons.
Apollo ST Capital LLC | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons.
ST Management Holdings, LLC | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons.
Apollo A-N Credit Fund (Delaware), L.P. | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
o | ||
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3 |
SEC Use Only | |||
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Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons.
Apollo A-N Credit Management, LLC | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons.
Apollo Credit Management, LLC | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons.
Apollo Capital Credit Management, LLC | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons. Apollo Capital Management, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 62942X306 | |||||
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1 |
Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person (See Instructions) | |||
Item 1. |
(a) |
Name of Issuer |
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NRG Yield, Inc. |
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(b) |
Address of Issuers Principal Executive Offices |
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804 Carnegie Center |
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Princeton, New Jersey 08540 |
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Item 2. |
(a) |
Name of Person Filing |
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This statement is filed by (i) Apollo Credit Strategies Master Fund Ltd. (Credit Strategies), (ii) Apollo ST Fund Management LLC (ST Management), (iii) Apollo ST Operating LP (ST Operating), (iv) Apollo ST Capital LLC (ST Capital), (v) ST Management Holdings, LLC (ST Management Holdings), (vi) Apollo A-N Credit Fund (Delaware), L.P. (A-N Credit), (vii) Apollo A-N Credit Management, LLC (A-N Credit Management), (viii) Apollo Credit Management, LLC (ACM LLC), (ix) Apollo Capital Credit Management, LLC (ACCM LLC), (x) Apollo SA Management, LLC (SA Management), (xi) Apollo Capital Management, L.P. (Capital Management), (xii) Apollo Capital Management GP, LLC (Capital Management GP), (xiii) Apollo Management Holdings, L.P. (Management Holdings), and (xiv) Apollo Management Holdings GP, LLC (Management Holdings GP). The foregoing are collectively referred to herein as the Reporting Persons. |
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Credit Strategies, and A-N Credit each hold securities of the Issuer. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital. A-N Credit Management serves as the investment manager for A-N Credit. |
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ACM LLC provides investment management services for Franklin K2 Long Short Credit Fund (Franklin K2). ACCM LLC is the sole member of ACM LLC. SA Management provides investment management services for Franklin Templeton Investment Funds - Franklin K2 Long/Short Credit Fund (FTIF-Franklin K2). |
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Capital Management serves as the sole member of A-N Credit Management, ACCM LLC, and SA Management, and the sole member and manager of ST Management Holdings, and provides investment management services for K2 Apollo Liquid Credit Master Fund Ltd (K2 Apollo). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings. |
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(b) |
Address of Principal Business Office or, if none, Residence |
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The principal office of Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands. The principal office of A-N Credit is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal office of each of ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management, |
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Capital Management GP, Management Holdings and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019. |
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(c) |
Citizenship |
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Credit Strategies is an exempted company incorporated in the Cayman Islands with limited liability. ST Operating, A-N Credit, Capital Management and Management Holdings are each Delaware limited partnerships. ST Management, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management GP, and Management Holdings GP are each Delaware limited liability companies. |
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(d) |
Title of Class of Securities |
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Class A Common stock, par value $0.01 (the Common Stock). |
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(e) |
CUSIP Number |
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62942X306 |
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |
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Not applicable. | |
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Item 4. |
Ownership. | |
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(a) Amount beneficially owned: |
Credit Strategies: |
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113,383 |
ST Management: |
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113,383 |
ST Operating: |
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113,383 |
ST Capital: |
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113,383 |
ST Management Holdings: |
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113,383 |
A-N Credit: |
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845 |
A-N Credit Management: |
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845 |
ACM LLC: |
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30,823 |
ACCM LLC: |
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30,823 |
SA Management: |
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26,561 |
Capital Management: |
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476,423 |
Capital Management GP: |
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476,423 |
Management Holdings: |
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476,423 |
Management Holdings GP: |
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476,423 |
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The number of shares reported as beneficially owned by ACM LLC and ACCM LLC are held by Franklin K2, for which ACM LLC has the authority to vote and to make investment decisions. The number of shares reported as beneficially owned by SA Management are held by FTIF-Franklin K2, for which SA Management has the authority to vote and to make investment decisions. The number of shares reported as beneficially owned by Capital Management include, among others, 304,811 shares of Common Stock held by K2 Apollo, for which Capital Management has the authority to vote and to make investment decisions. The shares of Common Stock reported as beneficially owned by ST Management Holdings, ACCM LLC, and SA Management are also included in the shares reported as beneficially owned by Capital Management, Capital Management GP, Management Holdings and Management Holdings GP. |
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The number of shares reported as beneficially owned does not include an aggregate of 563,607 shares of Common Stock issuable upon conversion of the 3.50% Convertible Senior Notes due 2019 of the Issuer (the 3.5% Notes) that are held by certain of the Reporting Persons or funds managed by certain of the Reporting Persons. Prior to August 1, 2018, the 3.5% Notes are convertible upon satisfaction of certain conditions, none of which are currently satisfied. If one of the conditions is satisfied, the Reporting Persons would beneficially own a total of 1,211,888 shares of Common Stock, representing approximately 3.4% of the outstanding Common Stock. |
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The number of shares of Common Stock reported as beneficially owned also excludes cash-settled swaps held by Credit Strategies and A-N Credit, respectively, representing economic exposure comparable to 848,351 additional shares of Common Stock, which if aggregated with the shares reported as beneficially owned by the Reporting Persons and the shares issuable upon conversion of the 3.5% Notes, represent an aggregate economic interest in 2,060,239 shares representing approximately 5.8% of the outstanding shares. |
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Credit Strategies and A-N Credit each disclaims beneficial ownership of all shares of the Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, 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. |
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(b) |
Percent of class: |
Credit Strategies: |
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0.3% |
ST Management: |
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0.3% |
ST Operating: |
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0.3% |
ST Capital: |
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0.3% |
ST Management Holdings: |
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0.3% |
A-N Credit: |
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0.0% |
A-N Credit Management: |
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0.0% |
ACM LLC: |
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0.1% |
ACCM LLC: |
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0.1% |
SA Management: |
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0.1% |
Capital Management: |
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1.4% |
Capital Management GP: |
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1.4% |
Management Holdings: |
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1.4% |
Management Holdings GP: |
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1.4% |
|
|
The percentage amounts are based on 34,586,250 shares of Common Stock outstanding as of October 31, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2017. The percentage amount if the 3.5% Notes were converted as discussed in Item 4(a) above, is based on the 34,586,250 shares of Common Stock outstanding, plus the 735,465 shares issuable upon conversion of the 3.5% Notes that are held by certain of the Reporting Persons or funds managed by certain of the Reporting Persons. | ||||
|
|
| ||||
|
(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: | ||||
|
Credit Strategies: |
|
113,383 |
| ||
|
ST Management: |
|
113,383 |
| ||
|
ST Operating: |
|
113,383 |
| ||
|
ST Capital: |
|
113,383 |
| ||
|
ST Management Holdings: |
|
113,383 |
| ||
|
A-N Credit: |
|
845 |
| ||
|
A-N Credit Management: |
|
845 |
| ||
|
ACM LLC: |
|
30,823 |
| ||
|
ACCM LLC: |
|
30,823 |
| ||
|
SA Management: |
|
26,561 |
| ||
|
Capital Management: |
|
476,423 |
| ||
|
Capital Management GP: |
|
476,423 |
| ||
|
Management Holdings: |
|
476,423 |
| ||
|
Management Holdings GP: |
|
476,423 |
| ||
|
|
(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: | ||||
|
Credit Strategies: |
|
113,383 |
| ||
|
ST Management: |
|
113,383 |
| ||
|
ST Operating: |
|
113,383 |
| ||
|
ST Capital: |
|
113,383 |
| ||
|
ST Management Holdings: |
|
113,383 |
| ||
|
A-N Credit: |
|
845 |
| ||
|
A-N Credit Management: |
|
845 |
| ||
|
ACM LLC: |
|
30,823 |
| ||
|
ACCM LLC: |
|
30,823 |
| ||
|
SA Management: |
|
26,561 |
| ||
|
Capital Management: |
|
476,423 |
| ||
|
Capital Management GP: |
|
476,423 |
| ||
|
Management Holdings: |
|
476,423 |
| ||
|
Management Holdings GP: |
|
476,423 |
| ||
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 x |
|
|
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. |
[The remainder of this page intentionally left blank.]
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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 14, 2018 | |||||||
| |||||||
|
APOLLO CREDIT STRATEGIES MASTER FUND LTD. | ||||||
|
|
| |||||
|
By: |
Apollo ST Fund Management LLC | |||||
|
|
its investment manager | |||||
|
|
| |||||
|
|
By: |
/s/ Joseph D. Glatt | ||||
|
|
Name: |
Joseph D. Glatt | ||||
|
|
Title: |
Vice President | ||||
|
|
| |||||
|
APOLLO ST FUND MANAGEMENT LLC | ||||||
|
|
| |||||
|
By: |
/s/ Joseph D. Glatt | |||||
|
Name: |
Joseph D. Glatt | |||||
|
Title: |
Vice President | |||||
|
|
| |||||
|
APOLLO ST OPERATING LP | ||||||
|
|
| |||||
|
By: |
Apollo ST Capital LLC | |||||
|
|
its general partner | |||||
|
|
| |||||
|
|
By: |
/s/ Joseph D. Glatt | ||||
|
|
Name: |
Joseph D. Glatt | ||||
|
|
Title: |
Vice President | ||||
|
|
| |||||
|
APOLLO ST CAPITAL LLC | ||||||
|
|
| |||||
|
By: |
/s/ Joseph D. Glatt | |||||
|
Name: |
Joseph D. Glatt | |||||
|
Title: |
Vice President | |||||
|
|
| |||||
|
ST MANAGEMENT HOLDINGS, LLC | ||||||
|
|
| |||||
|
By: |
/s/ Joseph D. Glatt | |||||
|
Name: |
Joseph D. Glatt | |||||
|
Title: |
Vice President | |||||
|
APOLLO A-N CREDIT FUND (DELAWARE), L.P. | ||||||
|
By: |
Apollo A-N Credit Advisors (APO FC Delaware), L.P. | |||||
|
|
its general partner | |||||
|
|
| |||||
|
|
By: |
Apollo A-N Credit Advisors (APO FC-GP), LLC | ||||
|
|
its general partner | |||||
|
|
| |||||
|
|
By: |
/s/ Joseph D. Glatt | ||||
|
|
Name: |
Joseph D. Glatt | ||||
|
|
Title: |
Vice President | ||||
|
|
| |||||
|
APOLLO A-N CREDIT MANAGEMENT, LLC | ||||||
|
|
| |||||
|
By: |
/s/ Joseph D. Glatt | |||||
|
Name: |
Joseph D. Glatt | |||||
|
Title: |
Vice President | |||||
|
|
| |||||
|
APOLLO CREDIT MANAGEMENT, LLC | ||||||
|
|
| |||||
|
By: |
/s/ Joseph D. Glatt | |||||
|
Name: |
Joseph D. Glatt | |||||
|
Title: |
Vice President | |||||
|
|
| |||||
|
APOLLO CAPITAL CREDIT MANAGEMENT, LLC | ||||||
|
|
| |||||
|
By: |
/s/ Joseph D. Glatt | |||||
|
Name: |
Joseph D. Glatt | |||||
|
Title: |
Vice President | |||||
|
|
| |||||
|
APOLLO SA MANAGEMENT, LLC | ||||||
|
|
| |||||
|
By: |
/s/ Joseph D. Glatt | |||||
|
Name: |
Joseph D. Glatt | |||||
|
Title: |
Vice President | |||||
|
|
| |||||
|
APOLLO CAPITAL MANAGEMENT, L.P. | ||||||
|
| ||||||
|
By: |
Apollo Capital Management GP, LLC | |||||
|
|
its general partner | |||||
|
|
| |||||
|
|
By: |
/s/ Joseph D. Glatt | ||||
|
|
Name: |
Joseph D. Glatt | ||||
|
|
Title: |
Vice President | ||||
|
APOLLO CAPITAL MANAGEMENT GP, LLC | |||
|
|
| ||
|
By: |
/s/ Joseph D. Glatt | ||
|
Name: |
Joseph D. Glatt | ||
|
Title: |
Vice President | ||
|
|
| ||
|
APOLLO MANAGEMENT HOLDINGS, L.P. | |||
|
|
| ||
|
By: |
Apollo Management Holdings GP, LLC | ||
|
|
its general partner | ||
|
|
| ||
|
By: |
/s/ Joseph D. Glatt | ||
|
|
Name: |
Joseph D. Glatt | |
|
|
Title: |
Vice President | |
|
|
| ||
|
APOLLO MANAGEMENT HOLDINGS GP, LLC | |||
|
|
| ||
|
By: |
/s/ Joseph D. Glatt | ||
|
Name: |
Joseph D. Glatt | ||
|
Title: |
Vice President | ||