SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 15)*

 

Norwegian Cruise Line Holdings Ltd.

(Name of Issuer)

 

Ordinary Shares, par value $0.001

(Title of Class of Securities)

 

G66721 10 4

(CUSIP Number)

 

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 3, 2018

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
NCL Athene LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

2


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Athene Life Re Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
IC

 

3


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Athene Annuity and Life Company

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Iowa

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
IC

 

4


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Athene Annuity & Life Assurance Company

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
IC

 

5


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Athene USA Corporation

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Iowa

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
HC

 

6


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Athene Holding Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
HC

 

7


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Athene Asset Management LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
IA

 

8


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AAM Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

9


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AAM GP, Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
CO

 

10


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Life Assets Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
CO

 

11


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Capital Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

12


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Capital Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

13


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AAA Associates, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Guernsey

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

14


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI NCL (AIV), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

15


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI NCL (AIV II), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

16


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI NCL (AIV III), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

17


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI NCL (AIV IV), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

18


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Overseas Partners VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

19


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Overseas Partners (Delaware) VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

20


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Overseas Partners (Delaware 892) VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

21


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Overseas Partners (Germany) VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

22


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI Euro Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

23


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VII Euro Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

24


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AAA Guarantor - Co-Invest VII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Guernsey

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

25


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AAA Investments (Co-Invest VII), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

26


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AAA MIP Limited

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Guernsey

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
CO

 

27


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Alternative Assets, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

28


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo International Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

29


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo International Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

30


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

31


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Capital Management VI, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

32


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings I, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

33


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings I GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

34


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VI (EH), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

35


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VI (EH-GP), Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

36


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VII (EH), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

37


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VII (EH-GP) Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

38


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

39


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings III GP, Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

40


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     x

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

41


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

42


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management VII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     x

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

43


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VII Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

44


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

45


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

46


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
PN

 

47


 

CUSIP No. G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
0 Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
0 Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%

 

 

14

Type of Reporting Person
OO

 

48


 

This Amendment No. 15 to Schedule 13D supplements and amends the Statement on Schedule 13D filed on February 4, 2013, Amendment No. 1 to Schedule 13D filed on August 16, 2013, Amendment No. 2 to Schedule 13D filed on December 11, 2013, Amendment No. 3 to Schedule 13D filed on December 31, 2013, Amendment No. 4 to Schedule 13D filed on March 12, 2014, Amendment No. 5 to Schedule 13D filed on September 5, 2014, Amendment No. 6 to Schedule 13D filed on November 21, 2014, Amendment No. 7 to Schedule 13D filed on May 28, 2015, Amendment No. 8 to Schedule 13D filed on August 18, 2015, Amendment No. 9 to Schedule 13D filed on August 31, 2015, Amendment No. 10 to Schedule 13D filed on December 21, 2015, Amendment No. 11 to Schedule 13D filed on October 11, 2016, Amendment No. 12 to Schedule 13D filed on August 18, 2017, Amendment No. 13 to Schedule 13D filed on November 22, 2017, and Amendment No. 14 to Schedule 13D filed on March 6, 2018,  with respect to the ordinary shares, par value $0.001 (the “Ordinary Shares”), of Norwegian Cruise Line Holdings Ltd. (the “Issuer”).

 

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on February 4, 2013, as amended.

 

Responses to each item of this Amendment No. 15 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

 

Item 1.         Security and Issuer

 

Item 2.         Identity and Background

 

Item 2 is hereby amended by replacing the first, second, and third paragraphs thereof in their entirety with the following:

 

This Amendment No. 15 to Schedule 13D is filed by: (i) NCL Athene LLC, a Delaware limited liability company (“NCL Athene”); (ii) Athene Life Re Ltd., a Bermuda reinsurance company (“ALRe”); (iii) Athene Annuity and Life Company, an Iowa corporation (“AALC”); (iv) Athene Annuity & Life Assurance Company, a Delaware corporation (“AALA”); (v) Athene USA Corporation, an Iowa corporation (“AUSA”); (vi) Athene Holding Ltd., a Bermuda exempted company (“Athene Holding”); (vii) Athene Asset Management LLC, a Delaware limited liability company (“AAM”); (viii) AAM Holdings, L.P., an exempted limited partnership registered in the Cayman Islands (“AAMH”); (ix) AAM GP Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“AAM GP”); (x) Apollo Life Assets Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Apollo Life”); (xi) Apollo Capital Management, L.P., a Delaware limited partnership (“Capital Management”); (xii) Apollo Capital Management GP, LLC, a Delaware limited liability company (“Capital Management GP”); (xiii) AAA Associates, L.P., a Guernsey limited partnership (“AAA Associates”); (xiv) AIF VI NCL (AIV), L.P., an exempted limited partnership registered in the Cayman Islands (“AIF VI NCL”); (xv) AIF VI NCL (AIV II), L.P., an exempted limited partnership registered in the Cayman Islands (“NCL (AIV II)”); (xvi) AIF VI NCL (AIV III), L.P., an exempted limited partnership registered in the Cayman Islands (“NCL (AIV III)”); (xvii) AIF VI NCL (AIV IV), L.P., an exempted limited partnership registered in the Cayman Islands (“NCL (AIV IV)”); (xviii) Apollo Overseas Partners VI, L.P., an exempted limited partnership registered in the Cayman Islands (“Overseas VI”); (xix) Apollo Overseas Partners (Delaware) VI, L.P., a Delaware limited partnership (“Overseas Delaware”); (xx) Apollo Overseas Partners (Delaware 892) VI, L.P., a Delaware limited partnership (“Overseas 892”); (xxi) Apollo Overseas Partners (Germany) VI, L.P., an exempted limited partnership registered in the Cayman Islands (“Overseas Germany”); (xxii) AIF VI Euro Holdings, L.P., an exempted limited partnership registered in the Cayman Islands (“AIF VI Euro”); (xxiii) AIF VII Euro Holdings, L.P., an exempted limited partnership registered in the Cayman Islands (“AIF VII Euro”);

 

49


 

(xxiv) AAA MIP Limited, a limited company incorporated in Guernsey (“AAA MIP”); (xxv) AAA Guarantor — Co-Invest VII, L.P., a Guernesy limited partnership (“Co-Invest VII”); (xxvi) AAA Investments (Co-Invest VII), L.P., a Delaware limited partnership (“AAA Investments”); (xxvii) Apollo Alternative Assets, L.P., an exempted limited partnership registered in the Cayman Islands (“Alternative Assets”); (xxviii) Apollo International Management, L.P., a Delaware limited partnership (“Intl Management”); (xxix) Apollo International Management GP, LLC, a Delaware limited liability company (“International GP”); (xxx) Apollo Advisors VI, L.P., a Delaware limited partnership (“Advisors VI”); (xxxi) Apollo Capital Management VI, LLC, a Delaware limited liability company (“ACM VI”); (xxxii) Apollo Principal Holdings I, L.P., a Delaware limited partnership (“Principal I”); (xxxiii) Apollo Principal Holdings I GP, LLC, a Delaware limited liability company (“Principal I GP”); (xxxiv) Apollo Advisors VI (EH), L.P., an exempted limited partnership registered in the Cayman Islands (“Advisors VI (EH)”); (xxxv) Apollo Advisors VI (EH-GP), Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Advisors VI (EH-GP)”); (xxxvi) Apollo Advisors VII (EH), L.P., an exempted limited partnership registered in the Cayman Islands (“Advisors VII (EH)”); (xxxvii) Apollo Advisors VII (EH-GP) Ltd, an exempted company incorporated in the Cayman Islands with limited liability (“Advisors VII (EH-GP)”); (xxxviii) Apollo Principal Holdings III, L.P., an exempted limited partnership registered in the Cayman Islands (“Principal III”); (xxxix) Apollo Principal Holdings III GP, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Principal III GP”); (xl) Apollo Management VI, L.P., a Delaware limited partnership (“Management VI”); (xli) AIF VI Management, LLC, a Delaware limited liability company (“AIF VI LLC”); (xlii) Apollo Management VII, L.P., a Delaware limited partnership (“Management VII”); (xliii) AIF VII Management, LLC, a Delaware limited liability company (“AIF VII LLC”); (xliv) Apollo Management, L.P., a Delaware limited partnership (“Apollo Management”); (xlv) Apollo Management GP, LLC, a Delaware limited liability company (“Management GP”); (xlvi) Apollo Management Holdings, L.P., a Delaware limited partnership (“Management Holdings”), and (xlvii) Apollo Management Holdings GP, LLC, a Delaware limited liability company (“Management Holdings GP”).

 

The address for NCL Athene, Athene Holding and ALRe is 96 Pitts Bay Road, Pembroke, Bermuda HM08. The address for Co-Invest VII, AAA Associates and AAA MIP is Trafalgar Court, Les Banques, GY1 3QL, St. Peter Port, Guernsey, Channel Islands.  The address for each of Overseas Delaware, Overseas 892, AAA Investments, Advisors VI, ACM VI, Principal I and Principal I GP is One Manhattanville Road, Suite 201, Purchase, New York 10577.  The address for AAM is 2121 Rosecrans Ave., Suite 5300, El Segundo, California 90245.  The address for each of AAMH, AAM GP, Apollo Life, AIF VI NCL, NCL (AIV II), NCL (AIV III), NCL (AIV IV), Overseas VI, Overseas Germany, AIF VI Euro, AIF VII Euro, Alternative Assets, Advisors VI (EH), Advisors VII (EH), Advisors VII (EH GP), Principal III and Principal III GP is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.  The address for Advisors VI (EH GP) is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Street, George Town, KY1-9005 Grand Cayman, Cayman Islands. The address for AALA, AALC and AUSA is 7700 Mills Civic Parkway, West Des Moines, Iowa 50266. The address for each of Capital Management, Capital Management GP, Intl Management, International GP, Management VI, AIF VI LLC, Management VII, AIF VII LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP, and Messrs. Black, Harris and Rowan, is 9 West 57th Street, 43rd Floor, New York, New York 10019.

 

NCL Athene is principally engaged in the business of investing in securities of the Issuer.  ALRe and AALC, each of which are Class A members of NCL Athene and thereby have the right to control how NCL Athene votes the Ordinary Shares of the Issuer, are each principally engaged in the business of insurance.  AALA is the sole shareholder of AALC and is principally engaged in the business of insurance.  AUSA is the sole shareholder of and is principally engaged in the business of serving as an insurance holding company.  Athene Holding is the sole shareholder of ALRe and AUSA and is

 

50


 

principally engaged in the business of serving as an insurance holding company.  AAM serves as the investment manager for AALC and ALRe pursuant to an investment management agreement with each of AALC and ALRe and is principally engaged in the business of acting as investment manager to Athene Holding and its subsidiaries.  AAMH is the sole member of AAM and is principally engaged in the business of investing in AAM. AAM GP is the general partner of AAMH, and is principally engaged in the business of acting as general partner to AAMH.  Apollo Life is the sole shareholder of AAM GP, and is principally engaged in the business of investing in AAM GP.  Capital Management is registered as an investment adviser with the SEC and is the sole member and manager of Apollo Life, and is principally engaged in the business of acting as investment manager to Apollo investment funds.  Capital Management GP is the general partner of Capital Management and is principally engaged in the business of serving as the general partner of Capital Management.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

Item 4.         Purpose of Transaction

 

Item 5.         Interest in Securities of the Issuer

 

Item 5 is hereby amended and supplemented as follows:

 

On December 3, 2018, NCL Athene, AIF VI NCL, NCL (AIV II), NCL (AIV III), NCL (AIV IV), Overseas VI, Overseas Delaware, Overseas 892, Overseas Germany, AIF VI Euro, AIF VII Euro, Co-Invest VII, Alternative Assets, Management VI and Management VII (collectively, the “Apollo Holders”) sold an aggregate of 15,728,782 Ordinary Shares pursuant to an underwritten offering (the “Offering”), as described in the Issuer’s Rule 424(b)(7) final prospectus supplement (File No. 333-216441) filed with the Securities and Exchange Commission on November 30, 2018, and the underwriting agreement dated as of November 28, 2018 (the “Underwriting Agreement”), among the Issuer, the Apollo Holders and Star NCLC Holdings Ltd. as selling shareholders, and Morgan Stanley & Co. LLC as the underwriter.  Following the sale of the Ordinary Shares by the Apollo Holders, the Apollo Holders are no longer record holders of any Ordinary Shares.

 

Following the Offering, the Apollo Holders no longer may be deemed to beneficially own any Ordinary Shares, including any Ordinary Shares held of record by the Apollo Holders and the Ordinary Shares held by the Genting HK Entities (as a result of the Apollo Holders’ rights under the Shareholders Agreement regarding voting of those shares).

 

The Ordinary Shares reported as beneficially owned by each Reporting Person includes only those shares over which such person may be deemed to have voting or dispositive power.  Only Management Holdings and Management Holdings GP report beneficial ownership of all of the Ordinary Shares owned of record by the Apollo Holders.  Each of the Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares 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.

 

(a)                                 See also the information contained on the cover pages of this Amendment No. 15 to Schedule 13D, which is incorporated herein by reference. The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 219,976,115 outstanding Ordinary Shares, which is based on 221,659,283 outstanding Ordinary Shares as of October 31, 2018, after giving effect to the Issuer’s repurchase of 1,683,168 shares concurrent with the Offering, as disclosed by the Issuer in the Rule 424(b)(7) final prospectus supplement (File No. 333-216441) filed with the Securities and Exchange Commission on November 30, 2018.

 

51


 

(b)                                 See the information contained on the cover pages of this Amendment No. 15 to Schedule 13D, which is incorporated herein by reference.

 

(c)                                  Other than as discussed above, there have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons.

 

(d)                                 Not applicable.

 

(e)                                  On December 3, 2018, the Apollo Holders ceased to be the beneficial owners of more than five percent of the Issuer’s Ordinary Shares.

 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and supplemented as follows:

 

Underwriting Agreement

 

On November 28, 2018, the Issuer, the Apollo Holders and Star NCLC Holdings Ltd. as selling shareholders, and Morgan Stanley & Co. LLC, as the underwriter (the “Underwriter”), entered into the Underwriting Agreement with respect to, among other things, the sale by the Apollo Holders of an aggregate of 15,728,782 Ordinary Shares of the Issuer.  Closing of the sale of the Ordinary Shares sold by the Apollo Holders occurred on December 3, 2018.

 

The summary of the Underwriting Agreement as described in this Item 6 does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached to this Amendment No. 15 to Schedule 13D as Exhibit 1 and is incorporated herein by reference.

 

Item 7.         Material to be Filed as Exhibits

 

Exhibit 1:                   Underwriting Agreement dated November 28, 2018, by and among the Issuer, Morgan Stanley & Co. LLC and each selling shareholder named therein (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-35784) filed by the Issuer with the Securities and Exchange Commission on December 3, 2018)

 

52


 

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

 

Dated:  December 6, 2018

 

 

NCL ATHENE LLC

 

 

 

 

By:

Athene Annuity and Life Company,

 

 

its Class A member

 

 

 

 

 

By:

/s/ John L. Golden

 

 

Name: John L. Golden

 

 

Title: Executive Vice President, Legal

 

 

 

ATHENE LIFE RE LTD.

 

 

 

By:

/s/ Adam Laing

 

Name: Adam Laing

 

Title: Chief Financial Officer

 

 

 

ATHENE ANNUITY AND LIFE COMPANY

 

 

 

By:

/s/ John L. Golden

 

Name: John L. Golden

 

Title: Executive Vice President, Legal

 

 

 

ATHENE ANNUITY & LIFE ASSURANCE COMPANY

 

 

 

By:

/s/ John L. Golden

 

Name: John L. Golden

 

Title: Executive Vice President, Legal

 

 

 

ATHENE USA CORPORATION

 

 

 

By:

/s/ John L. Golden

 

Name: John L. Golden

 

Title: Executive Vice President, Legal

 

 

 

ATHENE HOLDING LTD.

 

 

 

By:

/s/ John L. Golden

 

Name: John L. Golden

 

Title: Executive Vice President, Legal

 


 

 

ATHENE ASSET MANAGEMENT LLC

 

 

 

By:

/s/ Angelo Lombardo

 

Name: Angelo Lombardo

 

Title: Senior Vice President, General Counsel and Secretary

 

 

 

AAM HOLDINGS, L.P.

 

 

 

By:

AAM GP Ltd.

 

 

its general partner

 

 

 

 

By:

/s/ Angelo Lombardo

 

 

Name: Angelo Lombardo

 

 

Title: Senior Vice President, General Counsel and Secretary

 

 

 

AAM GP LTD.

 

 

 

By:

/s/ Angelo Lombardo

 

Name: Angelo Lombardo

 

Title: Senior Vice President, General Counsel and Secretary

 

 

 

APOLLO LIFE ASSETS LTD.

 

 

 

By:

/s/ Cindy Michel

 

Name: Cindy Michel

 

Title: Vice President

 

 

 

APOLLO CAPITAL MANAGEMENT, L.P.

 

 

 

By:

Apollo Capital Management GP, LLC

 

 

its general partner

 

 

 

 

By:

/s/ Cindy Michel

 

 

Name: Cindy Michel

 

 

Title: Vice President

 

 

 

APOLLO CAPITAL MANAGEMENT GP, LLC

 

 

 

By:

/s/ Cindy Michel

 

Name:

Cindy Michel

 

Title:

Vice President

 


 

 

AAA ASSOCIATES, L.P.

 

 

 

By:

AAA MIP Limited

 

 

its general partner

 

 

 

 

 

By:

Apollo Alternative Assets, L.P.

 

 

 

its service provider

 

 

 

 

 

 

By:

Apollo International Management, L.P.

 

 

 

its managing general partner

 

 

 

 

 

 

 

By:

Apollo International Management GP, LLC

 

 

 

 

its general partner

 

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Name: Laurie D. Medley

 

 

 

 

Title: Vice President

 

 

 

AAA MIP LIMITED

 

 

 

By:

Apollo Alternative Assets, L.P.

 

 

its service provider

 

 

 

 

 

By:

Apollo International Management, L.P.

 

 

 

its managing general partner

 

 

 

 

 

 

 

By:

Apollo International Management GP, LLC,

 

 

 

 

its general partner

 

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Name: Laurie D. Medley

 

 

 

 

Title: Vice President

 


 

 

 

AAA GUARANTOR - CO-INVEST VII, L.P.

 

 

 

By:

AAA Investments (Co-Invest VII), L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Alternative Assets, L.P.

 

 

 

its service provider

 

 

 

 

 

 

 

By:

Apollo International Management, L.P.

 

 

 

 

its managing general partner

 

 

 

 

 

 

 

 

 

By:

Apollo International Management GP, LLC

 

 

 

 

 

its general partner

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

 

Name:

Laurie D. Medley

 

 

 

 

 

Title:

Vice President

 

 

 

AAA INVESTMENTS (CO-INVEST VII), L.P.

 

 

 

By:

Apollo Alternative Assets, L.P.

 

 

its service provider

 

 

 

 

 

By:

Apollo International Management, L.P.

 

 

 

its managing general partner

 

 

 

 

 

 

 

By:

Apollo International Management GP, LLC,

 

 

 

 

its general partner

 

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Name:

Laurie D. Medley

 

 

 

 

Title:

Vice President

 

 

 

APOLLO ALTERNATIVE ASSETS, L.P.

 

 

 

By:

Apollo International Management, L.P.

 

 

its managing general partner

 

 

 

 

 

By:

Apollo International Management GP, LLC

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 


 

 

APOLLO INTERNATIONAL MANAGEMENT, L.P.

 

 

 

By:

Apollo International Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

APOLLO INTERNATIONAL MANAGEMENT GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

AIF VI NCL (AIV), L.P.

 

 

 

By:

Apollo Advisors VI (EH), L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Advisors VI (EH-GP), Ltd.

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

AIF VI NCL (AIV II), L.P.

 

 

 

By:

Apollo Advisors VI (EH), L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Advisors VI (EH-GP), Ltd.

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 


 

 

AIF VI NCL (AIV III), L.P.

 

 

 

By:

Apollo Advisors VI (EH), L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Advisors VI (EH-GP), Ltd.

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

AIF VI NCL (AIV IV), L.P.

 

 

 

By:

Apollo Advisors VI (EH), L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Advisors VI (EH-GP), Ltd.

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

AIF VI EURO HOLDINGS, L.P.

 

 

 

By:

Apollo Advisors VI (EH), L.P.