UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Monica J. Shilling

Kirkland & Ellis LLP

2049 Century Park East

Suite 3700

Los Angeles, California 90067

Tel: (310) 552-4200

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

 

(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 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.   339750 10 1
	1.	Names of Reporting Persons Ares Corporate Opportunities Fund III, 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)     o
	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 13,224,262* (See Items 3, 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,931,478 (See Items 3, 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,224,262* (See Items 3, 4, 5 and 6)
	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) 12.9% (See Item 3, 4, 5 and 6)
	14.	Type of Reporting Person (See Instructions) PN

 

* Consists of (1) 8,931,478 shares of Class A common stock held by Ares Corporate Opportunities Fund III, L.P. (“ACOF III”) and (2) 4,292,784 shares of Class A common stock in the aggregate held by FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. (together, “FS”) as of May 7, 2020. The Reporting Person hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and  disclaims beneficial ownership of the shares held by FS.

 

2

 

CUSIP No.   339750 10 1
	1.	Names of Reporting Persons ACOF Operating Manager III, LLC
	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)     o
	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 13,224,262* (See Item 3, 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,931,478 (See Item 3, 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,224,262* (See Item 3, 4, 5 and 6)
	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) 12.9% (See Item 3, 4, 5 and 6)
	14.	Type of Reporting Person (See Instructions) OO

 

* Consists of (1) 8,931,478 shares of Class A common stock held by ACOF III and (2) 4,292,784 shares of Class A common stock in the aggregate held by FS as of May 7, 2020. The Reporting Person hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by FS.

 

3

 

CUSIP No.   339750 10 1
	1.	Names of Reporting Persons Ares Management LLC
	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)     o
	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 13,224,262 * (See Item 3, 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,931,478 (See Item 3, 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,224,262* (See Item 3, 4, 5 and 6)
	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) 12.9% (See Item 3, 4, 5 and 6)
	14.	Type of Reporting Person (See Instructions) OO

 

* Consists of (1) 8,931,478 shares of Class A common stock held by ACOF III and (2) 4,292,784 shares of Class A common stock in the aggregate held by FS as of May 7, 2020. The Reporting Person hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by FS.

 

4

 

CUSIP No.   339750 10 1
	1.	Names of Reporting Persons Ares Management Holdings 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)     o
	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 13,224,262 * (See Item 3, 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,931,478 (See Item 3, 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,224,262 * (See Item 3, 4, 5 and 6)
	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) 12.9% (See Item 3, 4, 5 and 6)
	14.	Type of Reporting Person (See Instructions) PN

 

* Consists of (1) 8,931,478 shares of Class A common stock held by ACOF III and (2) 4,292,784 shares of Class A common stock in the aggregate held by FS as of May 7, 2020. The Reporting Person hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by FS.

 

5

 

CUSIP No.   339750 10 1
	1.	Names of Reporting Persons Ares Holdco LLC
	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)     o
	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 13,224,262 * (See Item 3, 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,931,478 (See Item 3, 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,224,262 * (See Item 3, 4, 5 and 6)
	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) 12.9% (See Item 3, 4, 5 and 6)
	14.	Type of Reporting Person (See Instructions) OO

 

* Consists of (1) 8,931,478 shares of Class A common stock held by ACOF III and (2) 4,292,784 shares of Class A common stock in the aggregate held by FS as of May 7, 2020. The Reporting Person hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by FS.

 

6

 

CUSIP No.   339750 10 1
	1.	Names of Reporting Persons Ares Holdings Inc.
	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)     o
	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 13,224,262 * (See Item 3, 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,931,478 (See Item 3, 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,224,262 * (See Item 3, 4, 5 and 6)
	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) 12.9% (See Item 3, 4, 5 and 6)
	14.	Type of Reporting Person (See Instructions) CO

 

* Consists of (1) 8,931,478 shares of Class A common stock held by ACOF III and (2) 4,292,784 shares of Class A common stock in the aggregate held by FS as of May 7, 2020. The Reporting Person hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by FS.

 

7

 

CUSIP No.   339750 10 1
	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)     o
	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 13,224,262 * (See Item 3, 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,931,478 (See Item 3, 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,224,262 * (See Item 3, 4, 5 and 6)
	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) 12.9% (See Item 3, 4, 5 and 6)
	14.	Type of Reporting Person (See Instructions) CO

 

* Consists of (1) 8,931,478 shares of Class A common stock held by ACOF III and (2) 4,292,784 shares of Class A common stock in the aggregate held by FS as of May 7, 2020. The Reporting Person hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by FS.

 

8

 

CUSIP No.   339750 10 1
	1.	Names of Reporting Persons Ares Voting LLC
	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)     o
	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 13,224,262 * (See Item 3, 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,931,478 (See Item 3, 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,224,262 * (See Item 3, 4, 5 and 6)
	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) 12.9% (See Item 3, 4, 5 and 6)
	14.	Type of Reporting Person (See Instructions) OO

 

* Consists of (1) 8,931,478 shares of Class A common stock held by ACOF III and (2) 4,292,784 shares of Class A common stock in the aggregate held by FS as of May 7, 2020. The Reporting Person hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by FS.

 

9

 

CUSIP No.   339750 10 1
	1.	Names of Reporting Persons Ares Management GP LLC
	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)     o
	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 13,224,262 * (See Item 3, 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,931,478 (See Item 3, 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,224,262 * (See Item 3, 4, 5 and 6)
	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) 12.9% (See Item 3, 4, 5 and 6)
	14.	Type of Reporting Person (See Instructions) OO

 

* Consists of (1) 8,931,478 shares of Class A common stock held by ACOF III and (2) 4,292,784 shares of Class A common stock in the aggregate held by FS as of May 7, 2020. The Reporting Person hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by FS.

 

10

 

CUSIP No.   339750 10 1
	1.	Names of Reporting Persons Ares Partners Holdco LLC
	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)     o
	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 13,224,262 * (See Item 3, 4, 5 and 6)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,931,478 (See Item 3, 4, 5 and 6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,224,262 * (See Item 3, 4, 5 and 6)
	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) 12.9% (See Item 3, 4, 5 and 6)
	14.	Type of Reporting Person (See Instructions) OO

 

* Consists of (1) 8,931,478 shares of Class A common stock held by ACOF III and (2) 4,292,784 shares of Class A common stock in the aggregate held by FS as of May 7, 2020. The Reporting Person hereby expressly disclaims the existence of, and membership, in a “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by FS.

 

11

 

Explanatory Note

 

This Amendment No. 8 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by certain of the Reporting Persons on May 12, 2017, Amendment No. 1 to the Schedule 13D filed on July 27, 2017, Amendment No. 2 to the Schedule 13D filed on November 22, 2017, Amendment No. 3 to the Schedule 13D filed on May 29, 2018, Amendment No. 4 to the Schedule 13D filed on September 18, 2018, Amendment No. 5 to the Schedule 13D filed on March 4, 2019, Amendment No. 6 to the Schedule 13D filed on August 13, 2019, and Amendment No. 7 to the Schedule 13D filed on November 18, 2019 (together, the “Original Schedule 13D” and together with this Amendment No. 8, the “Schedule 13D”). Except as amended herein, the Original Schedule 13D remains in full force and effect. Terms defined in the Original Schedule 13D are used herein as so defined.

 

Item 1. Security and Issuer

 

Item 1 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

This statement on Schedule 13D relates to the Class A common stock, $0.001 par value per share (the “Common Stock”) of Floor & Decor Holdings, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2500 Windy Ridge Parkway, SE, Atlanta, GA 30339.

 

Item 4. Purpose of Transaction

 

Item 4 of the Original Schedule 13D is hereby amended to add the following:

 

The information set forth in Item 6 below is incorporated by reference in its entirety into this Item 4.

 

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 May 7, 2020, ACOF III directly holds 8,931,478 shares of Common Stock. Each of 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 by ACOF III and reported on the cover pages to this Schedule 13D for such Reporting Person. See also items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons.

 

Based upon information included in filings with respect to the Issuer with the Securities and Exchange Commission, as of May 7, 2020, FS in the aggregate holds 4,292,784 shares of Common Stock, which are included in items 8 and 11 of the cover pages to this Schedule 13D. The Reporting Persons expressly disclaim the existence of, or membership in, a “group” within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder with FS as a result of the Investor Rights Agreement or otherwise, as well as beneficial ownership with respect to any shares of Common Stock beneficially owned by FS, and neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons. The applicable ownership percentages reported in this Schedule 13D are based on an aggregate of 102,311,502 shares of Common Stock outstanding as of April 28, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2020.

 

(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 number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition. The Reporting Persons expressly disclaim the power to vote or dispose of the shares held by FS included in Item 8 of the cover pages of this Schedule 13D, as a result of the Investor Rights Agreement or otherwise.

 

(c) Transactions within the past 60 days. On May 7, 2020, ACOF III sold 3,376,928 shares of Common Stock in a block trade in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

 

12

 

On May 7, 2020, FS sold an aggregate of 1,623,072 shares of Common Stock in a block trade in accordance with the requirements of Rule 144 under the Securities Act. Except for the information set forth herein, including in Items 3, 4 and 6, which are incorporated herein by reference, none of the Reporting Persons has effected any transaction related to the Common Stock during the past 60 days.

 

(d) Certain rights of other persons. Except as described herein, 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 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Original Schedule 13D is hereby amended to add the following:

 

In connection with the sale on May 7, 2020 by ACOF III of 3,376,928 shares of Common Stock and FS of an aggregate of 1,623,072 shares of Common Stock, each of ACOF III and FS have agreed not to sell any additional shares of Common Stock during the 30-day period beginning on May 7, 2020.

 

Schedule A of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

SCHEDULE A

 

BOARD OF MANAGERS OF

 

ARES PARTNERS HOLDCO LLC

 

Name		Present Principal Occupation and Employment
Michael J Arougheti		Co-Founder, Chief Executive Officer and President of Ares Management
Ryan Berry		Chief Marketing and Strategy Officer of Ares Management
R. Kipp deVeer		Head of Credit Group of Ares Management
David B. Kaplan		Co-Founder, Co-Chairman of the Private Equity Group of Ares Management
Michael R. McFerran		Executive Vice President, Chief Operating Officer and Chief Financial Officer of Ares Management
Antony P. Ressler		Co-Founder, Executive Chairman of Ares Management
Bennett Rosenthal		Co-Founder, Co-Chairman of the Private Equity Group of Ares Management

 

The address for all of the persons listed above is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067.

 

DIRECTORS AND EXECUTIVE OFFICERS OF

 

ARES MANAGEMENT CORPORATION

 

 

The address for all of the persons listed above is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067.

 

13

 

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: May 8, 2020

 

	ARES CORPORATE OPPORTUNITIES FUND III, L.P.
	By:	ACOF Operating Manager III, LLC
		Its Manager
			/s/ Naseem Sagati Aghili
			By: Naseem Sagati Aghili
			Its: Authorized Signatory
	ACOF OPERATING MANAGER III, 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

 

14

 

	ARES MANAGEMENT CORPORATION
	/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 MANAGEMENT GP LLC
	/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

 

15