SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on March 2, 2022
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13D |
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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 O’Neill, 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)
February 28, 2022
(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. ¨
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 person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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 ASSF IV AIV B Holdings III, L.P. |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 17,225,151 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 17,225,151 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 17,225,151 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 3.7%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) PN |
||
*The calculation of the percentage of outstanding shares is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 24, 2022 (the “10-K”).
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons ASSF IV AIV B, L.P. |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 19,168,924 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 19,168,924 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 19,168,924 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 4.1%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) PN |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons ASSF Operating Manager IV, L.P. |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 19,168,924 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 19,168,924 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 19,168,924 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 4.1%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) PN |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons ASOF Holdings I, L.P. |
||
| 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) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 19,852,354 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 19,852,354 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 19,852,354 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 4.2%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) PN |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons ASOF Investment Management LLC |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 19,852,354 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 19,852,354 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 19,852,354 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 4.2%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) OO |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons Ares Management LLC |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,021,278 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 8.3%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) OO |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons Ares Management Holdings L.P. |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,021,278 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 8.3%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) PN |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons Ares Holdco LLC |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,021,278 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 8.3%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) OO |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons Ares Management Corporation |
||
| 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) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,021,278 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 8.3%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) CO |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons Ares Voting LLC |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,021,278 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 8.3%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) OO |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons Ares Management GP LLC |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,021,278 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 8.3%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) OO |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
| CUSIP No. 18453H106 | |||
| 1. | Names of Reporting Persons Ares Partners Holdco LLC |
||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO |
||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware |
||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 9. | Sole Dispositive Power 0 |
|
| 10. | Shared Dispositive Power 39,021,278 (See Items 3, 4, 5 and 6) |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 39,021,278 (See Items 3, 4, 5 and 6) |
||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 8.3%* (See Items 3, 4, 5 and 6) |
||
| 14. | Type of Reporting Person (See Instructions) OO |
||
* The calculation of the percentage of outstanding shares of Common Stock is based on 471,347,483 shares of Common Stock outstanding as of February 18, 2022 as disclosed by the Issuer in the 10-K.
This Amendment No. 5 (this “Amendment No. 5”) 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”), as amended by Amendment No. 1 to the Original Schedule 13D filed by the Reporting Persons on July 6, 2020, as amended by Amendment No. 2 to the Original Schedule 13D filed by the Reporting Persons on January 21, 2021, as amended by Amendment No. 3 to the Original Schedule 13D filed by the Reporting Persons on March 26, 2021, and as amended by Amendment No. 4 to the Original Schedule 13D filed by the Reporting Persons on September 27, 2021 (as so amended, the “13D Filing,” and, together with this Amendment No. 5, this “Schedule 13D”). Except as amended in this Amendment No. 5, the 13D Filing remains in full force and effect. Terms defined in the 13D Filing are used in this Amendment No. 5 as so defined, unless otherwise defined in this Amendment No. 5.
Item 2. Identity and Background
The last sentence of Item 2(a) of the 13D Filing is amended and restated as follows:
The Reporting Persons have entered into a joint filing agreement, dated as of March 2, 2022, a copy of which is attached to this Schedule 13D as Exhibit 99.1.
Item 5. Interest in Securities of the Issuer
Items 5(a) and 5(c) of the 13D Filing are hereby amended and restated in their entirety as follows:
(a) Aggregate Number and Percentage of Securities. As of the date that this Amendment No. 5 is filed, (i) ASSF IV AIV is the holder of record of 17,225,151 shares of Common Stock, (ii) ASSF IV AIV B, L.P. is the holder of record of 1,943,773 shares of Common Stock and (iii) ASOF is the holder of record of 19,852,354 shares of Common Stock. The Reporting Persons, as a result of the relationships described in Item 2 of this Schedule 13D, may be deemed to directly or indirectly beneficially own the shares of Common Stock held of record 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.
(c) Transactions within the past 60 days. During the past 60 days, ASSF IV AIV, ASSF IV AIV B, L.P. and ASOF sold Common Stock in the transactions set forth in Exhibit 1 attached to this Schedule 13D, which is incorporated by reference into this Item 5(c) in its entirety. Except as set forth in Exhibit 1 attached to this Schedule 13D, none of the Reporting Persons has effected any transaction in Common Stock during the past 60 days.
Item 7. Material to be Filed as Exhibits
| Exhibit 1 | Trading Data | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of March 2, 2022, 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: March 2, 2022
| 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 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 1 | Trading Data | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of March 2, 2022, by and among the Reporting Persons. |