UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE
13G
(Amendment No. )*
Under
the Securities Exchange Act of 1934 |
Ares Dynamic Credit Allocation
Fund, Inc.
|
(Name
of Issuer) |
|
Mandatory
Redeemable Preferred Shares |
(Title
of Class of Securities)
|
04014F2*2
04014F3*1
04014F4*0
|
(CUSIP
Number)
|
|
July 31,
2021 |
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x |
Rule 13d-1(b) |
¨ |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
* 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. 04014F2*2;
04014F3*1;04014F4*0 |
|
1 |
NAME OF REPORTING PERSONS
Athene Annuity and Life Company
|
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
Iowa
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
Series A -- 6,500,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 6,500,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 6,500,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* x
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 32.5%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
IC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
1 |
NAME OF REPORTING PERSONS
Athene Annuity & Life Assurance Company
|
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
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
IC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
1 |
NAME OF REPORTING PERSONS
Athene USA Corporation
|
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
Iowa
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
1 |
NAME OF REPORTING PERSONS
Athene Life Re Ltd.
|
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
Bermuda
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
1 |
NAME OF REPORTING PERSONS
Athene Holding Ltd.
|
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
Bermuda
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
1 |
NAME OF REPORTING PERSONS
Apollo Insurance Solutions Group LP
|
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
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
1 |
NAME OF REPORTING PERSONS
AISG GP Ltd.
|
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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
1 |
NAME OF REPORTING PERSONS
Apollo Life Asset, 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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
1 |
NAME OF REPORTING PERSONS
Apollo Life Asset 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
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* x
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
1 |
NAME OF REPORTING PERSONS
Apollo Capital 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
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
1 |
NAME OF REPORTING PERSONS
Apollo Capital 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
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
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
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0 |
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
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14 |
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
Item 1. |
(a) |
Name of Issuer |
Ares Dynamic Credit Allocation Fund, Inc.
|
(b) |
Address of Issuer’s Principal
Executive Offices |
80 Pine Street, Suite 3202
New York, NY, 10005
Item
2. |
(a) |
Name of Person Filing |
This statement is filed by: (i) Athene Annuity and Life
Company (“AAIA”); (ii) Athene Annuity & Life
Assurance Company (“AADE”); (iii) Athene USA Corporation
(“Athene USA”); (iv) Athene Life Re Ltd. (“Athene Life Re”);
(v) Athene Holding Ltd. (“Athene Holding”); (vi) Apollo
Insurance Solutions Group LP (“AISG”); (vii) AISG GP Ltd.
(“AISG GP”); (viii) Apollo Life Asset, L.P. (“Apollo Life”);
(ix) Apollo Life Asset GP, LLC (“Apollo Life GP”);
(x) Apollo Capital Management, L.P. (“Capital Management”);
(xi) Apollo Capital Management GP, LLC (“Capital Management
GP”); (xii) Apollo Management Holdings, L.P. (“Management
Holdings”); (xiii) Apollo Management Holdings GP, LLC
(“Management Holdings GP”).
AAIA, AADE, hold Mandatory Redeemable Preferred Stock of the
Issuer. The principal business of each of AAIA and AADE is
insurance.
AADE is the sole shareholder of AAIA and Athene USA is the sole
shareholder of AADE. Athene Life Re is the sole shareholder of
Athene USA. Athene Holding is the sole shareholder of Athene
Life Re, and AISG is the investment adviser of each of AAIA, AADE,
Athene USA, Athene Life Re and Athene Holding. AISG GP is the
general partner of AISG. Apollo Life is the general partner of AISG
GP, and Apollo Life GP is the general partner of Apollo Life.
Capital Management is the sole member of Apollo Life GP. The
general partner of Capital Management is Capital Management GP.
Management Holdings is the sole member and manager of Capital
Management GP, and Management Holdings GP is the general partner of
Management Holdings.
None of the Reporting Persons nor any of the persons or entities
referred to in Appendix A to Item 2 has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such
laws.
(b) Address
of Principal Business Office or, if none, Residence
The address of the principal office of AAIA, AADE and Athene USA is
7700 Mills Civic Parkway, West Des Moines, Iowa 50266. The address
of the principal office of AISG is 2121 Rosecrans Ave. Ste 5300, El
Segundo, California 90245. The address of the principal office of
Athene Life Re and Athene Holding is Second Floor, Washington
House, 16 Church Street, Hamilton HM 11 Bermuda. The address of the
principal office of each of AISG GP, Apollo Life, Apollo Life GP,
is c/o Walkers Corporate Limited, Cayman Corporate Center, 27
Hospital Road, George Town, KY1-9008 Grand Cayman, Cayman Islands.
The address of the principal office of each of Capital Management,
Capital Management GP, Management Holdings, and Management Holdings
GP is 9 West 57th Street, New York, NY 10019.
(c) Citizenship
AAIA |
|
Iowa |
AADE |
|
Delaware |
Athene
USA |
|
Iowa |
Athene
Life Re |
|
Bermuda |
Athene
Holding |
|
Bermuda |
AISG |
|
Delaware |
AISG
GP |
|
Cayman
Islands |
Apollo
Life |
|
Cayman
Islands |
Apollo
Life GP |
|
Cayman
Islands |
Capital
Management |
|
Delaware |
Capital
Management GP |
|
Delaware |
Management
Holdings |
|
Delaware |
Management
Holdings GP |
|
Delaware |
(d) Title of class of securities
Mandatory Redeemable Preferred Shares
(e) CUSIP No.
Series A: 04014F2*2
Series B: 04014F3*1
Series C: 04014F4*0
|
Item
3. |
If
this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is
a: |
|
(a) |
¨ |
Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o); |
|
(b) |
¨ |
Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c); |
|
(c) |
x |
Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
(d) |
¨ |
Investment company registered under
section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8); |
|
(e) |
x |
An investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
¨ |
An employee benefit plan or
endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
x |
A parent holding company or control
person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
(h) |
¨ |
A savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
|
(i) |
¨ |
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
|
(j) |
¨ |
A non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J); |
|
(k) |
¨ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as
a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____ |
Item
4 Ownership.
(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 Reporting Persons’ aggregate percentage beneficial ownership of
the total amount of Mandatory Redeemable Preferred Stock
outstanding is based on $20 million of Series A; $30 million
of Series B: and $50 million of Series C Mandatory
Redeemable Preferred Stock outstanding as of July 30,
2021.
Athene USA, Athene Life Re, Athene Holding, AISG, AISG GP, Apollo
Life, Apollo Life GP, Capital Management, Capital Management GP,
Management Holdings, Management Holdings GP, each disclaim
beneficial ownership of all Common Stock held of record by AAIA and
AADE and AADE disclaims beneficial ownership of all Common Stock
held of record by AAIA, 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.
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following: ¨
Item 6. |
Ownership of More than Five Percent on Behalf of Another
Person. |
Not applicable.
|
Item 7. |
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company. |
See response to Item 2(a), which is incorporated herein by
reference.
|
Item 8. |
Identification and
Classification of Members of the Group. |
Not applicable.
|
Item 9. |
Notice of Dissolution of
Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
§240.14a-11.
[The remainder of this page is intentionally left blank.]
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: August 10, 2021
|
ATHENE ANNUITY AND LIFE
COMPANY |
|
|
|
|
|
|
By: |
Apollo
Insurance Solutions Group LP, |
|
|
its investment
adviser |
|
|
|
|
|
|
|
By: |
AISG
GP Ltd., |
|
|
|
its general
partner |
|
|
|
|
|
|
|
|
By: |
/s/
Angelo Lombardo |
|
|
|
|
Angelo
Lombardo |
|
|
|
|
Authorized
Signatory |
|
ATHENE ANNUITY &
LIFE ASSURANCE COMPANY |
|
|
|
|
|
|
By: |
Apollo
Insurance Solutions Group LP, |
|
|
its investment
adviser |
|
|
|
|
|
|
|
By: |
AISG
GP Ltd., |
|
|
|
its general
partner |
|
|
|
|
|
|
|
|
By: |
/s/
Angelo Lombardo |
|
|
|
|
Angelo
Lombardo |
|
|
|
|
Authorized
Signatory |
|
ATHENE
USA CORPORATION |
|
|
|
|
|
|
By: |
Apollo
Insurance Solutions Group LP, |
|
|
its
investment adviser |
|
|
|
|
|
|
|
By: |
AISG
GP Ltd., |
|
|
|
its
general partner |
|
|
|
|
|
|
|
|
By: |
/s/
Angelo Lombardo |
|
|
|
|
Angelo
Lombardo |
|
|
|
|
Authorized
Signatory |
|
Athene Life Re Ltd. |
|
|
|
|
|
|
By: |
Apollo
Insurance Solutions Group LP, |
|
|
its
investment adviser |
|
|
|
|
|
|
|
By: |
AISG
GP Ltd., |
|
|
|
its
general partner |
|
|
|
|
|
|
|
|
By: |
/s/
Angelo Lombardo |
|
|
|
|
Angelo
Lombardo |
|
|
|
|
Authorized
Signatory |
|
ATHENE HOLDING LTD. |
|
|
|
|
|
|
By: |
Apollo
Insurance Solutions Group LP, |
|
|
its
investment adviser |
|
|
|
|
|
|
|
By: |
AISG
GP Ltd., |
|
|
|
its
general partner |
|
|
|
|
|
|
|
|
By: |
/s/
Angelo Lombardo |
|
|
|
|
Angelo
Lombardo |
|
|
|
|
Authorized
Signatory |
|
APOLLO INSURANCE SOLUTIONS GROUP LP |
|
|
|
|
|
|
By: |
AISG GP Ltd., |
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
/s/
Angelo Lombardo |
|
|
|
|
Angelo
Lombardo |
|
|
|
|
Authorized
Signatory |
|
AISG GP LTD. |
|
|
|
|
By: |
/s/
Angelo Lombardo |
|
|
Angelo
Lombardo |
|
|
Authorized
Signatory |
|
APOLLO LIFE ASSET, L.P. |
|
|
|
|
|
|
By: |
Apollo Life Asset GP, LLC, |
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
/s/
William B. Kuesel |
|
|
|
|
William
B. Kuesel |
|
|
|
|
Vice President |
|
APOLLO LIFE ASSET GP, LLC |
|
|
|
|
By: |
/s/
William B. Kuesel |
|
|
William
B. Kuesel |
|
|
Vice
President |
|
APOLLO CAPITAL MANAGEMENT, L.P. |
|
|
|
|
|
|
By: |
Apollo Capital Management GP, LLC, |
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
/s/
William B. Kuesel |
|
|
|
|
William
B. Kuesel |
|
|
|
|
Vice President |
|
APOLLO CAPITAL MANAGEMENT GP, LLC |
|
|
|
|
By: |
/s/
William B. Kuesel |
|
|
William
B. Kuesel |
|
|
Vice
President |
|
APOLLO MANAGEMENT HOLDINGS, L.P. |
|
|
|
|
|
|
By: |
Apollo Management Holdings GP, LLC, |
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
/s/
William B. Kuesel |
|
|
|
|
William
B. Kuesel |
|
|
|
|
Vice President |
|
APOLLO MANAGEMENT HOLDINGS GP, LLC |
|
|
|
|
By: |
/s/
William B. Kuesel |
|
|
William
B. Kuesel |
|
|
Vice
President |
Ares Dynamic Credit Allo... (NYSE:ARDC)
Historical Stock Chart
Von Jun 2022 bis Jul 2022
Ares Dynamic Credit Allo... (NYSE:ARDC)
Historical Stock Chart
Von Jul 2021 bis Jul 2022