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    SEC Form SC 13D/A filed by TD SYNNEX Corporation (Amendment)

    10/18/23 5:03:25 PM ET
    $SNX
    Retail: Computer Software & Peripheral Equipment
    Technology
    Get the next $SNX alert in real time by email
    SC 13D/A 1 tm2328712d1_sc13da.htm SC 13D/A

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13d

    (Amendment No. 5)*

     

    Under the Securities Exchange Act of 1934

     

      TD SYNNEX CORPORATION  
      (Name of Issuer)  
         
      Common stock, par value $0.001 per share  
      (Title of Class of Securities)  
         
      87162W100  
      (CUSIP Number)  

     

      Erin E. Martin, Esq.
    Morgan, Lewis & Bockius LLP
    1111 Pennsylvania Avenue NW
    Washington, DC 20004
    (202) 739-3000
     
      (Name, Address and Telephone Number of Person Authorized
    to Receive Notices and Communications)
     
         
      October 13, 2023  
      (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. ¨

     

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

     

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

     

     

     

     

     

     

      CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    Tiger Parent Holdings, L.P.

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    0

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    0

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    0.0%

     14

    TYPE OF REPORTING PERSON

     

    PN

           

     

    2

     

     

      CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    Tiger Parent Holdings GP, LLC

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    0

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    0

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    0.0%

     14

    TYPE OF REPORTING PERSON

     

    OO

           

     

    3

     

     

      CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    AP IX Tiger Holdings, L.P.

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    18,696,839

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    18,696,839

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    18,696,839

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    20.8%

     14

    TYPE OF REPORTING PERSON

     

    PN

           

     

    4

     

     

      CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    AP IX Tiger Co-Invest II, L.P.

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    4,034,147

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    4,034,147

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    4,034,147

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    4.5%

     14

    TYPE OF REPORTING PERSON

     

    PN

           

     

    5

     

     

      CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    AP IX Tiger Co-Invest (ML), L.P.

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    6,931,860

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    6,931,860

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    6,931,860

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    7.7%

     14

    TYPE OF REPORTING PERSON

     

    PN

           

     

    6

     

     

      CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    AP IX Tiger Co-Invest (ML) GP, LLC

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    6,931,860

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    6,931,860

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    6,931,860

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    7.7%

     14

    TYPE OF REPORTING PERSON

     

    OO

           

     

    7

     

     

      CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    AP IX Tiger Holdings GP, LLC

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    29,289,549

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    29,289,549

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    29,289,549

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    32.5%

     14

    TYPE OF REPORTING PERSON

     

     OO

           

     

    8

     

     

      CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    Apollo Management IX, L.P.

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    29,289,549

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    29,289,549

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    29,289,549

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    32.5%

     14

    TYPE OF REPORTING PERSON

     

    PN

           

     

    9

     

     

     

    CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    AIF IX Management, LLC

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    29,289,549

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    29,289,549

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    29,289,549

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    32.5%

     14

    TYPE OF REPORTING PERSON

     

    OO

           

     

    10

     

     

    CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    Apollo Management, L.P.

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    29,289,549

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    29,289,549

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    29,289,549

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    32.5%

     14

    TYPE OF REPORTING PERSON

     

    PN

           

     

    11

     

     

    CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    Apollo Management GP, LLC

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    29,289,549

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    29,289,549

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    29,289,549

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    32.5%

     14

    TYPE OF REPORTING PERSON

     

    OO

           

     

    12

     

     

    CUSIP No. 87162W100

     

     1

    NAME OF REPORTING PERSONS

     

    Apollo Management Holdings, L.P.

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    29,289,549

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    29,289,549

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    29,289,549

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    32.5%

     14

    TYPE OF REPORTING PERSON

     

    PN

           

     

    13

     

     

    CUSIP No. 87162W100 10

     

     1

    NAME OF REPORTING PERSONS

     

    Apollo Management Holdings GP, LLC

     2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

     (a) ¨

     (b) ¨

     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) ¨

     

     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

     

    29,289,549

     9

    SOLE DISPOSITIVE POWER

     

     10

    SHARED DISPOSITIVE POWER

     

    29,289,549

     11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    29,289,549

     12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨

     

     13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    32.5%

     14

    TYPE OF REPORTING PERSON

     

    OO

           

     

    14

     

     

    Schedule 13D/A

    Amendment No. 5

     

    The information in this Amendment No. 5 to Schedule 13D (this “Fifth Amendment” or this “13D/A”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Tiger Parent Holdings, L.P. (“Tiger Holdings”) and the other Reporting Persons therein described on September 10, 2021, relating to the common stock, par value $0.001 per share (the “Common Stock”), of TD SYNNEX Corporation (the “Issuer”), as amended by Amendment No. 1 thereto filed on October 13, 2021, Amendment No. 2 thereto filed on March 4, 2022, Amendment No. 3 thereto filed on February 1, 2023, and Amendment No. 4 thereto filed on July 13, 2023 (as amended, the “Schedule 13D”).

     

    Except as set forth herein, the Schedule 13D remains unmodified.

     

    Item 5.Interest in Securities of the Issuer

     

    Item 5 of the Schedule 13D is hereby amended and restated as follows:

     

    (a) & (b) Information in Rows 7 to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5 by reference. The aggregate beneficial ownership of the Common Stock by the Reporting Persons is as follows:

     

    Sole Voting Power 0
    Shared Voting Power 29,289,549  
    Sole Dispositive Power 0
    Shared Dispositive Power 29,289,549  

     

    The Reporting Persons’ aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 32.5%, based on a total of 89,987,234 shares of Common Stock as of October 13, 2023, as disclosed in the Issuer’s prospectus supplement filed with the SEC on October 12, 2023 and the Issuer’s current report on Form 8-K filed with the SEC on October 13, 2023.

     

    Each of the entities listed above, other than Tiger Holdings, AP IX Tiger, Tiger Co-Invest, Tiger Co-Invest II and Tiger Co-Invest ML (collectively, the “Record Holders”), disclaims beneficial ownership of any shares of the Common Stock owned of record by the Record Holders, except to the extent of any pecuniary interest therein, and the filing of this Schedule 13D 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.

     

    (c) The Reporting Persons have effected the following transaction of the Common Stock during the 60 days preceding the date of this Schedule 13D: (i) on September 1, 2023, 300,333 shares of Common Stock that had been placed in an escrow account administered by Tiger Parent Holdings GP, LLC (“Tiger GP”) were distributed to management members of the Issuer upon satisfaction of certain vesting requirements, (ii) on September 21, 2023, the 72,926 shares of Common Stock remaining in the escrow account were transferred to Tiger Holdings upon termination of the escrow arrangement pursuant to its terms, and (iii) on October 13, 2023, the Reporting Persons set forth below sold an aggregate of 5,910,000 shares of Common Stock for $95.5135 per share in an underwritten secondary public offering of the Common Stock:

     

    AP IX Tiger 3,651,650 shares
    Tiger Co-Invest II 803,954 shares
    Tiger Co-Invest ML 1,381,432 shares
    Tiger Holdings 72,964 shares

     

    (d) & (e) Not applicable.

     

    15

     

     

    SIGNATURE

     

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

     

    Date: October 18, 2023

     

      TIGER PARENT HOLDINGS, L.P.
       
      By: Tiger Parent Holdings GP, LLC,
        its general partner
       
        By: /s/ James Elworth
          James Elworth
          Vice President
       
      TIGER PARENT HOLDINGS GP, LLC
       
      By: /s/ James Elworth
        James Elworth
        Vice President
       
      AP IX TIGER CO-INVEST II, L.P.
       
      By: AP IX Tiger Holdings GP, LLC,
        its general partner
       
        By: /s/ James Elworth
          James Elworth
          Vice President
       
      AP IX TIGER CO-INVEST (ML), L.P.
       
      By: AP IX Tiger Co-Invest (ML) GP, LLC,
        its general partner
       
        By: AP IX Tiger Holdings GP, LLC,
          its sole member
       
          By: /s/ James Elworth
            James Elworth
            Vice President
       
      AP IX TIGER CO-INVEST (ML) GP, LLC
       
      By: AP IX Tiger Holdings GP, LLC,
        its sole member
       
        By:  /s/ James Elworth
          James Elworth
          Vice President

     

     

     

     

      AP IX TIGER HOLDINGS, L.P.
       
      By: AP IX Tiger Holdings GP, LLC,
        its general partner
       
        By: /s/ James Elworth
          James Elworth
          Vice President
       
      AP IX TIGER HOLDINGS GP, LLC
       
      By: /s/ James Elworth
        James Elworth
        Vice President
       
      APOLLO MANAGEMENT IX, L.P.
       
      By: AIF IX Management, LLC,
        its general partner
       
        By: /s/ James Elworth
          James Elworth
          Vice President
       
      AIF IX MANAGEMENT, LLC
       
      By: /s/ James Elworth
        James Elworth
        Vice President

     

     

     

     

      APOLLO MANAGEMENT, L.P.
       
      By: Apollo Management GP, LLC,
        its general partner
       
        By: /s/ James Elworth
          James Elworth
          Vice President
       
      APOLLO MANAGEMENT GP, LLC
       
      By: /s/ James Elworth
        James Elworth
        Vice President
       
      APOLLO MANAGEMENT HOLDINGS, L.P.
       
      By: Apollo Management Holdings GP, LLC,
        its general partner
       
        By: /s/ James Elworth
          James Elworth
          Vice President
       
      APOLLO MANAGEMENT HOLDINGS GP, LLC
       
      By: /s/ James Elworth
        James Elworth
        Vice President

     

     

     

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