SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on July 6, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
18453H106
(CUSIP Number)
Alison S. Ressler, Esq.
Rita-Anne ONeill, Esq.
Sullivan & Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, California 90067
(310) 712-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 2020
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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 (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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Source of Funds (See Instructions) | |||
| |||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6. |
Citizenship or Place of Organization | |||
| |||||
Number of |
7. |
Sole Voting Power | |||
|
| ||||
8. |
Shared Voting Power | ||||
|
| ||||
9. |
Sole Dispositive Power | ||||
|
| ||||
10. |
Shared Dispositive Power | ||||
|
|
| |||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
|
| |||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
|
|
| |||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares is based on 467,305,068 shares of Common Stock (as defined below) outstanding as of May 1, 2020 as disclosed by the Issuer (as defined below) in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2020 (the 10-Q).
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
|
|
| |||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
|
|
|
| ||
|
3. |
SEC Use Only | |||
|
|
| |||
|
4. |
Source of Funds (See Instructions) | |||
|
|
| |||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
|
| |||
|
6. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
7. |
Sole Voting Power | |||
|
| ||||
8. |
Shared Voting Power | ||||
|
| ||||
9. |
Sole Dispositive Power | ||||
|
| ||||
10. |
Shared Dispositive Power | ||||
|
|
| |||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
|
| |||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
|
|
| |||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
|
|
| |||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
|
|
|
| ||
|
3. |
SEC Use Only | |||
|
|
| |||
|
4. |
Source of Funds (See Instructions) | |||
|
|
| |||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
|
| |||
|
6. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
7. |
Sole Voting Power | |||
|
| ||||
8. |
Shared Voting Power | ||||
|
| ||||
9. |
Sole Dispositive Power | ||||
|
| ||||
10. |
Shared Dispositive Power | ||||
|
|
| |||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
|
| |||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
|
|
| |||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
|
|
| |||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
|
|
|
| ||
|
3. |
SEC Use Only | |||
|
|
| |||
|
4. |
Source of Funds (See Instructions) | |||
|
|
| |||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
|
| |||
|
6. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
7. |
Sole Voting Power | |||
|
| ||||
8. |
Shared Voting Power | ||||
|
| ||||
9. |
Sole Dispositive Power | ||||
|
| ||||
10. |
Shared Dispositive Power | ||||
|
|
| |||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
|
| |||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
|
|
| |||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
|
|
| |||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
|
|
|
| ||
|
3. |
SEC Use Only | |||
|
|
| |||
|
4. |
Source of Funds (See Instructions) | |||
|
|
| |||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
|
| |||
|
6. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
7. |
Sole Voting Power | |||
|
| ||||
8. |
Shared Voting Power | ||||
|
| ||||
9. |
Sole Dispositive Power | ||||
|
| ||||
10. |
Shared Dispositive Power | ||||
|
|
| |||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
|
| |||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
|
|
| |||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
|
|
| |||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
|
|
|
| ||
|
3. |
SEC Use Only | |||
|
|
| |||
|
4. |
Source of Funds (See Instructions) | |||
|
|
| |||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
|
| |||
|
6. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
7. |
Sole Voting Power | |||
|
| ||||
8. |
Shared Voting Power | ||||
|
| ||||
9. |
Sole Dispositive Power | ||||
|
| ||||
10. |
Shared Dispositive Power | ||||
|
|
| |||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
|
| |||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
|
|
| |||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Source of Funds (See Instructions) | |||
| |||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
|
| |||
|
6. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
7. |
Sole Voting Power | |||
| |||||
8. |
Shared Voting Power | ||||
| |||||
9. |
Sole Dispositive Power | ||||
| |||||
10. |
Shared Dispositive Power | ||||
| |||||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
|
| |||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Source of Funds (See Instructions) | |||
| |||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
7. |
Sole Voting Power | |||
| |||||
8. |
Shared Voting Power | ||||
| |||||
9. |
Sole Dispositive Power | ||||
| |||||
10. |
Shared Dispositive Power | ||||
| |||||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Source of Funds (See Instructions) | |||
| |||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
|
| |||
|
6. |
Citizenship or Place of Organization | |||
| |||||
Number of |
7. |
Sole Voting Power | |||
| |||||
8. |
Shared Voting Power | ||||
|
| ||||
9. |
Sole Dispositive Power | ||||
| |||||
10. |
Shared Dispositive Power | ||||
| |||||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
|
|
| |||
|
4. |
Source of Funds (See Instructions) | |||
| |||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
|
| |||
|
6. |
Citizenship or Place of Organization | |||
| |||||
Number of |
7. |
Sole Voting Power | |||
| |||||
8. |
Shared Voting Power | ||||
|
| ||||
9. |
Sole Dispositive Power | ||||
|
| ||||
10. |
Shared Dispositive Power | ||||
|
|
| |||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
|
| |||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
|
|
| |||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
|
|
| |||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Source of Funds (See Instructions) | |||
| |||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
|
| |||
|
6. |
Citizenship or Place of Organization | |||
| |||||
Number of |
7. |
Sole Voting Power | |||
| |||||
8. |
Shared Voting Power | ||||
|
| ||||
9. |
Sole Dispositive Power | ||||
| |||||
10. |
Shared Dispositive Power | ||||
| |||||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Source of Funds (See Instructions) | |||
| |||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
7. |
Sole Voting Power | |||
| |||||
8. |
Shared Voting Power | ||||
| |||||
9. |
Sole Dispositive Power | ||||
| |||||
10. |
Shared Dispositive Power | ||||
| |||||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
|
| |||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
CUSIP No. 18453H106 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
|
|
| |||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x | ||
| |||||
|
3. |
SEC Use Only | |||
|
|
| |||
|
4. |
Source of Funds (See Instructions) | |||
| |||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| |||||
|
6. |
Citizenship or Place of Organization | |||
| |||||
Number of |
7. |
Sole Voting Power | |||
| |||||
8. |
Shared Voting Power | ||||
|
| ||||
9. |
Sole Dispositive Power | ||||
| |||||
10. |
Shared Dispositive Power | ||||
| |||||
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
|
| |||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
13. |
Percent of Class Represented by Amount in Row (11) | |||
| |||||
|
14. |
Type of Reporting Person (See Instructions) | |||
* The calculation of the percentage of outstanding shares of Common Stock is based on 467,305,068 shares of Common Stock outstanding as of May 1, 2020 as disclosed by the Issuer in the 10-Q.
Explanatory Note
This Amendment No. 1 (this Amendment No. 1) to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the Reporting Persons on May 22, 2020 (the Original Schedule 13D and together with this Amendment No. 1, this Schedule 13D). Except as amended in this Amendment No. 1, the Original Schedule 13D remains in full force and effect. Terms defined in the Original Schedule 13D are used in this Amendment No. 1 as so defined, unless otherwise defined in this Amendment No. 1.
Item 2. Identity and Background
The last sentence of Item 2(a) of the Original Schedule 13D is amended and restated as follows:
The Reporting Persons have entered into a joint filing agreement, dated as of July 2, 2020, a copy of which is attached to this Schedule 13D as Exhibit 99.2.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) Aggregate Number and Percentage of Securities. As of the date that this Amendment No. 1 is filed, (i) ASSF IV AIV directly holds 20,647,773 shares of Common Stock, (ii) ASSF IV AIV B, L.P. directly holds 2,330,000 shares of Common Stock and (iii) ASOF directly holds 9,202,000 shares of Common Stock. The Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the shares of Common Stock held by ASSF IV AIV, ASSF IV AIV B, L.P. and ASOF. See also Items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of Common Stock and the percentage of Common Stock beneficially owned by each of the Reporting Persons.
(b) Power to Vote and Dispose. See Items 7 through 10 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of shares of Common Stock deemed to be beneficially owned by each of the Reporting Persons, as to which there is sole or shared power to vote or to direct the vote, or sole or shared power to dispose or to direct the disposition.
(c) Transactions within the past 60 days. Since the filing of the Original Schedule 13D, ASSF IV AIV, ASSF IV AIV B, L.P. and ASOF purchased Common Stock in the transactions set forth in Exhibit 2 attached to this Schedule 13D, which is incorporated by reference into this Item 5(c) in its entirety. Except as set forth in Exhibit 2 attached to this Schedule 13D, none of the Reporting Persons has effected any transaction in Common Stock since the filing of the Original Schedule 13D.
(d) Certain Rights of Other Persons. Except as otherwise described in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.
(e) Date Ceased to be a 5% Owner. Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit 2 |
|
Trading Data |
Exhibit 99.2 |
|
Joint Filing Agreement, dated as of July 2, 2020, by and among the Reporting Persons. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: July 2, 2020
|
ASSF IV AIV B HOLDINGS III, L.P. | ||
|
|
|
|
|
By: |
ASSF OPERATING MANAGER IV, L.P. | |
|
Its: |
Manager | |
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ASSF IV AIV B, L.P. | ||
|
|
|
|
|
By: |
ASSF OPERATING MANAGER IV, L.P. | |
|
Its: |
Manager | |
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ASSF OPERATING MANAGER IV, L.P. | ||
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ASOF HOLDINGS I, L.P. | ||
|
|
|
|
|
By: |
ASOF INVESTMENT MANAGEMENT LLC | |
|
Its: |
Manager | |
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ASOF INVESTMENT MANAGEMENT LLC | ||
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ARES MANAGEMENT LLC | ||
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
ARES MANAGEMENT HOLDINGS L.P. | ||
|
|
|
|
|
By: |
ARES HOLDCO LLC | |
|
Its: |
General Partner | |
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ARES HOLDCO LLC | ||
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ARES HOLDINGS INC. | ||
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ARES MANAGEMENT CORPORATION | ||
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ARES MANAGEMENT GP LLC | ||
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ARES VOTING LLC | ||
|
|
|
|
|
By: |
ARES PARTNERS HOLDCO LLC | |
|
Its: |
Sole Member | |
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
|
|
|
|
|
ARES PARTNERS HOLDCO LLC | ||
|
|
|
|
|
|
/s/ Naseem Sagati Aghili | |
|
|
By: |
Naseem Sagati Aghili |
|
|
Its: |
Authorized Signatory |
EXHIBIT INDEX
Exhibit 2 |
|
|
Exhibit 99.2 |
|
Joint Filing Agreement, dated as of July 2, 2020, by and among the Reporting Persons. |