Filing Details

 

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

 

SCHEDULE 13G

(Amendment No.  )*

 

Under the Securities Exchange Act of 1934

 

Gannett Co., Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36472T109

(CUSIP Number)

June 21, 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:

 

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

 

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

 

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

 

SEC 1745 (3-06)

 

 

CUSIP No. 36472T109

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo Atlas Master Fund, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
				(a) ¨
				(b) ¨
3	SEC USE ONLY
4	CITIZENship or place of organization
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	sole voting power
			0 shares
		6	shared voting power
			922,972 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			922,972 shares
9	aggregate amount beneficially owned by each reporting person
	922,972 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)
	0.6%
12	type of reporting person (See Instructions)
	OO

 

 

CUSIP No. 36472T109

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo Atlas Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
				(a) ¨
				(b) ¨
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
			922,972 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			922,972 shares
9	aggregate amount beneficially owned by each reporting person
	922,972 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)
	0.6%
12	type of reporting person (See Instructions)
	OO

 

 

CUSIP No. 36472T109

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo PPF Credit Strategies, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
				(a) ¨
				(b) ¨
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
			860,709 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			860,709 shares
9	aggregate amount beneficially owned by each reporting person
	860,709 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)
	0.6%
12	type of reporting person (See Instructions)
	OO

 

 

CUSIP No. 36472T109

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo Credit Strategies Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
				(a) ¨
				(b) ¨
3	SEC USE ONLY
4	CITIZENship or place of organization
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	sole voting power
			0 shares
		6	shared voting power
			5,730,497 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			5,730,497 shares
9	aggregate amount beneficially owned by each reporting person
	5,730,497 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)
	CO

 

 

CUSIP No. 36472T109

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo ST Fund Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
				(a) ¨
				(b) ¨
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
			5,730,497 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			5,730,497 shares
9	aggregate amount beneficially owned by each reporting person
	5,730,497 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

 

 

CUSIP No. 36472T109

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo ST Operating LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
				(a) ¨
				(b) ¨
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
			5,730,497 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			5,730,497 shares
9	aggregate amount beneficially owned by each reporting person
	5,730,497 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

 

 

CUSIP No. 36472T109

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo ST Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
				(a) ¨
				(b) ¨
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
			5,730,497 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			5,730,497 shares
9	aggregate amount beneficially owned by each reporting person
	5,730,497 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

 

 

CUSIP No. 36472T109

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	ST Management Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
				(a) ¨
				(b) ¨
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
			5,730,497 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			5,730,497 shares
9	aggregate amount beneficially owned by each reporting person
	5,730,497 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

 

 

CUSIP No. 36472T109

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
				(a) ¨
				(b) ¨
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
			7,514,178 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			7,514,178 shares
9	aggregate amount beneficially owned by each reporting person
	7,514,178 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)
	5.0%
12	type of reporting person (See Instructions)
	PN

 

  

CUSIP No. 36472T109

 

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Apollo Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
				(a) ¨
				(b) ¨
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
			7,514,178 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			7,514,178 shares
9	aggregate amount beneficially owned by each reporting person
	7,514,178 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)
	5.0%
12	type of reporting person (See Instructions)
	OO

 

 

CUSIP No. 36472T109

 

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) ¨
				(b) ¨
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
			7,514,178 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			7,514,178 shares
9	aggregate amount beneficially owned by each reporting person
	7,514,178 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)
	5.0%
12	type of reporting person (See Instructions)
	PN

 

 

CUSIP No. 36472T109

 

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) ¨
				(b) ¨
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
			7,514,178 shares
		7	sole dispositive power
			0 shares
		8	shared dispositive power
			7,514,178 shares
9	aggregate amount beneficially owned by each reporting person
	7,514,178 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)
	5.0%
12	type of reporting person (See Instructions)
	OO

 

 

Item 1.

(a)

Name of Issuer

Gannett Co., Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

7950 Jones Branch Drive

Mclean, Virginia 22107

 

Item 2.

(a)

Name of Person Filing

This statement is filed by (i) Apollo Atlas Master Fund, LLC (“Atlas”); (ii) Apollo Atlas Management, LLC (“Atlas Management”); (iii) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (iv) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (v) Apollo ST Fund Management LLC (“ST Management”); (vi) Apollo ST Operating LP (“ST Operating”); (vii) Apollo ST Capital LLC (“ST Capital”); (viii) ST Management Holdings, LLC (“ST Management Holdings”); (ix) Apollo Capital Management, L.P. (“Capital Management”); (x) Apollo Capital Management GP, LLC (“Capital 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.”

 

Atlas, PPF Credit Strategies, and Credit Strategies each holds securities of the Issuer.

 

Atlas Management serves as the investment manager of Atlas. Apollo PPF Credit Strategies Management, LLC serves as the investment manager of PPF Credit Strategies. 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.

 

Capital Management serves as the sole member of Atlas Management and Apollo PPF Credit Strategies Management, LLC, and as the sole member and manager of ST Management Holdings. 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. 

 

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal office of each of Atlas and PPF Credit Strategies is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address of 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 address of the principal office of each of Atlas Management, ST Management, ST Operating, ST Capital, ST Management Holdings, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

 

 

(c)

Citizenship

Atlas and Credit Strategies are each an exempted company incorporated in the Cayman Islands with limited liability. Atlas Management, PPF Credit Strategies, ST Management, ST Capital, ST Management Holdings, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company. ST Operating, Capital Management, and Management Holdings are each a Delaware limited partnership.

 

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share (the “Common Stock”).

 

(e)

CUSIP Number

36472T109

 

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.

 

Item 4.

Ownership.

Beneficial ownership information is reported as of the date of filing this Schedule 13G.

 

(a)

Amount beneficially owned:

 

Atlas			922,972
Atlas Management			922,972
PPF Credit Strategies			860,709
Credit Strategies			5,730,497
ST Management			5,730,497
ST Operating			5,730,497
ST Capital			5,730,497
ST Management Holdings			5,730,497
Capital Management			7,514,178
Capital Management GP			7,514,178
Management Holdings			7,514,178
Management Holdings GP			7,514,178

 

Atlas, PPF Credit Strategies, and Credit Strategies each disclaims beneficial ownership of all shares of 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. Atlas Management, ST Management, ST Operating, ST Capital, ST Management Holdings, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaims 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:

 

Atlas			0.6	%
Atlas Management			0.6	%
PPF Credit Strategies			0.6	%
Credit Strategies			3.8	%
ST Management			3.8	%
ST Operating			3.8	%
ST Capital			3.8	%
ST Management Holdings			3.8	%
Capital Management			5.0	%
Capital Management GP			5.0	%
Management Holdings			5.0	%
Management Holdings GP			5.0	%

 

The percentages are based on 149,006,837 shares of Common Stock outstanding as of May 1, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on May 4, 2023.

 

(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:

 

Atlas			922,972
Atlas Management			922,972
PPF Credit Strategies			860,709
Credit Strategies			5,730,497
ST Management			5,730,497
ST Operating			5,730,497
ST Capital			5,730,497
ST Management Holdings			5,730,497
Capital Management			7,514,178
Capital Management GP			7,514,178
Management Holdings			7,514,178
Management Holdings GP			7,514,178

 

(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:

 

Atlas			922,972
Atlas Management			922,972
PPF Credit Strategies			860,709
Credit Strategies			5,730,497
ST Management			5,730,497
ST Operating			5,730,497
ST Capital			5,730,497
ST Management Holdings			5,730,497
Capital Management			7,514,178
Capital Management GP			7,514,178
Management Holdings			7,514,178
Management Holdings GP			7,514,178

 

 

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: ¨

 

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.

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, other than activities solely in connection with a nomination under § 240.14a-11.

 

[The remainder of this page is intentionally left blank.]

 

 

SIGNATURE

 

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

 

Date: June 22, 2023

 

	APOLLO ATLAS MASTER FUND, LLC
	By:	Apollo Atlas Management, LLC,
		its investment manager
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President
	APOLLO ATLAS MANAGEMENT, LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President
	Apollo PPF Credit Strategies, LLC
	By:	Apollo PPF Credit Strategies Management, LLC,
		its investment manager
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President
	APOLLO CREDIT STRATEGIES MASTER FUND LTD.
	By:	Apollo ST Fund Management LLC,
		its investment manager
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President

  

	APOLLO ST FUND MANAGEMENT LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President

 

 

	APOLLO ST OPERATING LP
	By:	Apollo ST Capital LLC,
		its general partner
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President

 

	APOLLO ST CAPITAL LLC
	By:	ST Management Holdings, LLC,
		its sole member
		By:	Apollo Capital Management, L.P.,
			its managing member
			By:	Apollo Capital Management GP, LLC,
				its general partner
				By:	/s/ William Kuesel
				Name:	William Kuesel
				Title:	Vice President

 

	ST MANAGEMENT HOLDINGS, LLC
	By:	Apollo Capital Management, L.P.,
		its managing member
		By:	Apollo Capital Management GP, LLC,
			its general partner
			By:	/s/ William Kuesel
			Name:	William Kuesel
			Title:	Vice President

 

	APOLLO CAPITAL MANAGEMENT, L.P.
	By:	Apollo Capital Management GP, LLC,
		its general partner
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President

 

	APOLLO CAPITAL MANAGEMENT GP, LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President

 

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

 

 

	APOLLO MANAGEMENT HOLDINGS GP, LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

GANNETT CO., INC.

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of June 22, 2023.

 

	APOLLO ATLAS MASTER FUND, LLC
	By:	Apollo Atlas Management, LLC,
		its investment manager
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President
	APOLLO ATLAS MANAGEMENT, LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President
	Apollo PPF Credit Strategies, LLC
	By:	Apollo PPF Credit Strategies Management, LLC,
		its investment manager
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President
	APOLLO CREDIT STRATEGIES MASTER FUND LTD.
	By:	Apollo ST Fund Management LLC,
		its investment manager
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President

 

 

	APOLLO ST FUND MANAGEMENT LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President

 

	APOLLO ST OPERATING LP
	By:	Apollo ST Capital LLC,
		its general partner
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President

 

	APOLLO ST CAPITAL LLC
	By:	ST Management Holdings, LLC,
		its sole member
		By:	Apollo Capital Management, L.P.,
			its managing member
			By:	Apollo Capital Management GP, LLC,
				its general partner
				By:	/s/ William Kuesel
				Name:	William Kuesel
				Title:	Vice President

 

	ST MANAGEMENT HOLDINGS, LLC
	By:	Apollo Capital Management, L.P.,
		its managing member
		By:	Apollo Capital Management GP, LLC,
			its general partner
			By:	/s/ William Kuesel
			Name:	William Kuesel
			Title:	Vice President

 

	ST MANAGEMENT HOLDINGS, LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President

 

	APOLLO CAPITAL MANAGEMENT, L.P.
	By:	Apollo Capital Management GP, LLC,
		its general partner
		By:	/s/ William Kuesel
		Name:	William Kuesel
		Title:	Vice President

 

	APOLLO CAPITAL MANAGEMENT GP, LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President

 

 

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

 

	APOLLO MANAGEMENT HOLDINGS GP, LLC
	By:	/s/ William Kuesel
	Name:	William Kuesel
	Title:	Vice President