Schedule 13D/A
CUSIP No. N/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LATAM Airlines Group S.A.
(Name of Issuer)
Shares of Common Stock without par value
(Title of Class of Securities)
N/A
(CUSIP Number)
Gabe Brecher
Strategic Value Partners, LLC
100 West Putnam Avenue
Greenwich, CT 06830
(203) 618-3500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 3, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 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)
| Page 2 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
Strategic Value Partners, LLC
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
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
0 |
| 8 | SHARED VOTING POWER
96,815,692,279 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
96,815,692,279 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,815,692,279 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 3 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
Ashton Gate S.a.r.l.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x |
| 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
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
38,998,410,769 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
38,998,410,769 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,998,410,769 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 4 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
SVP Special Situations V LLC
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 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
0 |
| 8 | SHARED VOTING POWER
38,998,410,769 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
38,998,410,769 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,998,410,769 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 5 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
Wild Heath S.a.r.l.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 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
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,472,015,800 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,472,015,800 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,472,015,800 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 6 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
SVP Special Situations III-A LLC
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 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
0 |
| 8 | SHARED VOTING POWER
5,472,015,800 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,472,015,800 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,472,015,800 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 7 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
Grouse Moor S.a.r.l.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x |
| 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
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
22,489,720,818 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
22,489,720,818 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,489,720,818 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 8 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
SVP Special Situations IV LLC
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 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
0 |
| 8 | SHARED VOTING POWER
22,489,720,818 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
22,489,720,818 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,489,720,818 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 9 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
Meadow Garden S.a.r.l.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x |
| 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
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
2,844,726,857 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
2,844,726,857 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,844,726,857 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 10 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
Green Pasture S.a.r.l.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x |
| 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
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
20,556,876,895 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
20,556,876,895 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,556,876,895 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 11 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
SVP Dislocation LLC
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
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
0 |
| 8 | SHARED VOTING POWER
20,556,876,895 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
20,556,876,895 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,556,876,895 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 12 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
Strategic Value New Rising Fund, L.P.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
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
0 |
| 8 | SHARED VOTING POWER
6,453,941,140 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
6,453,941,140 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,453,941,140 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% |
| 14 | TYPE OF REPORTING PERSON
PN |
| Page 13 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
SVP New Rising Management LLC
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
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
0 |
| 8 | SHARED VOTING POWER
6,453,941,140 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
6,453,941,140 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,453,941,140 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% |
| 14 | TYPE OF REPORTING PERSON
OO |
| Page 14 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| 1 | NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY)
Victor Khosla |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x |
| 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
United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
96,815,692,279 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
96,815,692,279 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,815,692,279 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0% |
| 14 | TYPE OF REPORTING PERSON
IN |
| Page 15 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended and supplemented as follows:
On April 3, 2024, Bouk van Geloven, a director nominee of the Reporting Persons, resigned from his position as a director of the Issuer. Pursuant to the terms of the Shareholders Agreement, the Reporting Persons have nominated a director to replace Mr. van Geloven on the Issuer’s Board of Directors, who is expected to be elected to the Issuer’s Board of Directors, along with the Reporting Persons’ other nominee, at a shareholder meeting of the Issuer to be held on April 25, 2024.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and supplemented as follows:
(a)-(b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The ownership percentage appearing on such cover pages has been calculated based on 604,437,877,587 shares of Common Stock outstanding as of December 31, 2023 as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 22, 2024.
| Page 16 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
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.
Dated: April 5, 2024
| STRATEGIC VALUE PARTNERS, LLC |
| By: | /s/ Lewis Schwartz |
| Name: | Lewis Schwartz | ||
| Title: | Chief Financial Officer |
| ASHTON GATE S.A.R.L. |
| By: | /s/ Lewis Schwartz |
| Name: | Lewis Schwartz | ||
| Title: | Manager |
| SVP SPECIAL SITUATIONS V LLC |
| By: | /s/ Lewis Schwartz |
| Name: | Lewis Schwartz | ||
| Title: | Chief Financial Officer |
| WILD HEATH S.A.R.L. |
| By: | /s/ Lewis Schwartz | ||
| Name: | Lewis Schwartz | ||
| Title: | Manager | ||
| SVP SPECIAL SITUATIONS III-A LLC |
| By: | /s/ Lewis Schwartz | ||
| Name: | Lewis Schwartz | ||
| Title: | Chief Financial Officer | ||
| GROUSE MOOR S.A.R.L. |
| By: | /s/ Lewis Schwartz |
| Name: | Lewis Schwartz | ||
| Title: | Manager |
| SVP SPECIAL SITUATIONS IV LLC |
| By: | /s/ Lewis Schwartz |
| Name: | Lewis Schwartz | ||
| Title: | Chief Financial Officer |
| MEADOW GARDEN S.A.R.L. |
| By: | /s/ Lewis Schwartz |
| Name: | Lewis Schwartz | ||
| Title: | Manager |
| Page 17 of 17 | ||
| Schedule 13D/A | ||
| CUSIP No. N/A |
| GREEN PASTURE S.A.R.L. |
| By: | /s/ Lewis Schwartz |
| Name: | Lewis Schwartz | ||
| Title: | Manager |
| SVP DISLOCATION LLC |
| By: | /s/ Lewis Schwartz |
| Name: | Lewis Schwartz | ||
| Title: | Chief Financial Officer |
| STRATEGIC VALUE NEW RISING FUND, L.P. |
| By: | SVP NEW RISING GP LTD., its general partner |
| By: | /s/ Lewis Schwartz |
| Name: | Lewis Schwartz | ||
| Title: | Chief Financial Officer |
| SVP NEW RISING MANAGEMENT LLC |
| By: | /s/ Lewis Schwartz |
| Name: | Lewis Schwartz | ||
| Title: | Chief Financial Officer |
| By: | /s/ Victor Khosla | |
| Victor Khosla |
