1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Atlas Master Fund, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Cayman
Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
167,697
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
167,697
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
167,697
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.5% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo Atlas Management, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
167,697
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
167,697
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
167,697
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.5% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
PPF Credit Strategies, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
116,103
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
116,103
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
116,103
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.3% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Credit Strategies Master Fund Ltd. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Cayman
Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
1,375,935
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
1,375,935
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
1,375,935
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
4.0% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
CO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
ST Fund Management LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
1,375,935
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
1,375,935
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
1,375,935
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
4.0% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
ST Operating LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
1,375,935
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
1,375,935
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
1,375,935
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
4.0% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
PN |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
ST Capital LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
1,375,935
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
1,375,935
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
1,375,935
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
4.0% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
ST
Management Holdings, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Cayman
Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
1,375,935
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
1,375,935
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
1,375,935
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
4.0% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
AP
Kent Credit Master Fund, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Cayman
Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
10,275
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
10,275
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
10,275
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.0%* |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
* Rounds to less than 0.1%.
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
AP
Kent Management, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
10,275
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
10,275
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
10,275
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.0%* |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
* Rounds to less than 0.1%.
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
TR Opportunistic Ltd. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Cayman
Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
120,222
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
120,222
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
120,222
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.3% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
CO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Total Return Master Fund LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Cayman
Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
120,222
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
120,222
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
120,222
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.3% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
PN |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Total Return Management LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
120,222
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
120,222
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
120,222
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.3% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Total Return Master Fund Enhanced LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Cayman
Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
120,222
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
120,222
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
120,222
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.3% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
PN |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Total Return Enhanced Management LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
120,222
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
120,222
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
120,222
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.3% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Credit Management, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
7,013
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
7,013
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
7,013
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.0%* |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
* Rounds to less than 0.1%.
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Capital Credit Management, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
7,013
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
7,013
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
7,013
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.0%* |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
* Rounds to less than 0.1%.
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
SA Management, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
19,210
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
19,210
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
19,210
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0.1% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Capital Management, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
1,960,737
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
1,960,737
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
1,960,737
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
5.7% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
PN |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Capital Management GP, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
1,960,737
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
1,960,737
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
1,960,737
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
5.7% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Management Holdings, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
1,960,737
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
1,960,737
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
1,960,737
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
5.7% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
PN |
1 |
Name
of Reporting PersonS |
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Apollo
Management Holdings GP, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
|
(a)
¨ |
|
|
(b)
¨ |
3 |
SEC
USE ONLY |
|
|
4 |
CITIZENship
or place of organization |
|
|
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
|
|
|
|
6 |
shared
voting power |
|
|
|
1,960,737
shares |
7 |
sole
dispositive power |
|
|
|
|
8 |
shared
dispositive power |
|
|
|
1,960,737
shares |
9 |
aggregate
amount beneficially owned by each reporting person |
|
|
|
1,960,737
shares |
10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
x |
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
5.7% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
|
|
OO |
| Item 1. | (a) |
Name of Issuer |
Clearway
Energy, Inc.
| (b) | Address
of Issuer’s Principal Executive Offices |
804
Carnegie Center
Princeton,
New Jersey 08540
| Item 2. | (a) |
Name of Person Filing |
This
statement is filed by (i) Apollo Atlas Master Fund, LLC (“Atlas”), (ii) Apollo Atlas Management, LLC (“Atlas
Management”), (iii) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”), (iv) Apollo Credit Strategies
Master Fund Ltd. (“Credit Strategies”), (v) Apollo ST Fund Management LLC (“ST Management”), (vi) Apollo
ST Operating LP (“ST Operating”), (vii) Apollo ST Capital LLC (“ST Capital”), (viii) ST Management
Holdings, LLC (“ST Management Holdings”), (ix) AP Kent Credit Master Fund, L.P. (“Kent Credit”), (x) AP
Kent Management LLC (“Kent Management”), (xi) Apollo Credit Management, LLC (“ACM LLC”), (xii) Apollo
Capital Credit Management, LLC (“ACCM LLC”), (xiii) Apollo SA Management, LLC (“SA Management”), (xiv) Apollo
TR Opportunistic Ltd. (“TR Opportunistic”), (xv) Apollo Total Return Master Fund LP (“TR Master Fund”),
(xvi) Apollo Total Return Management LLC (“TR Management”), (xvii) Apollo Total Return Master Fund Enhanced
LP (“TR Enhanced”), (xviii) Apollo Total Return Enhanced Management LLC (“TR Enhanced Management”),
(xix) Apollo Capital Management, L.P. (“Capital Management”), (xx) Apollo Capital Management GP, LLC (“Capital
Management GP”), (xxi) Apollo Management Holdings, L.P. (“Management Holdings”), and (xxii) Apollo Management
Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”
Atlas,
PPF Credit Strategies, Credit Strategies, Kent Credit and TR Opportunistic each hold shares of Common Stock of the Issuer.
Atlas
Management serves as the investment manager of Atlas.
Apollo
PPF Credit Strategies Management, LLC serves as the investment manager of PPF Credit Strategies. ST Management serves as the investment
manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST
Capital. ST Management Holdings is the sole member of ST Capital.
Kent
Management serves as the investment manager of Kent Credit. PPF Management serves as the investment management of PPF Credit Strategies.
TR
Master Fund and TR Enhanced are the shareholders of TR Opportunistic. TR Management serves as the investment manager for TR Master Fund
and TR Enhanced Management serves as the investment manager for TR Enhanced.
ACM LLC provides investment management
services for Franklin K2 Long Short Credit Fund (“Franklin K2”). ACCM LLC is the sole member of ACM LLC. SA Management provides
investment management services for Franklin Templeton Investment Funds (“FTIF Franklin”) and Franklin Alternative Strategies
Fund (“FASF Franklin”).
Capital
Management serves as the sole member of Atlas Management, Kent Management, ACCM LLC and SA Management, and the sole member and manager
of ST Management Holdings, TR Management and TR Enhanced Management, and provides investment management services for K2 Apollo Credit
Master Fund Ltd (“K2 Apollo”). Capital Management GP serves as the general partner of Capital Management. Management Holdings
serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management
Holdings.
| (b) | Address
of Principal Business Office or, if none, Residence |
The
address of the principal business office of each of Credit Strategies, TR Management, TR Opportunistic, TR Master Fund and TR Enhanced
is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands.
The
address of the principal business office of each of PPF Credit Strategies, Kent Credit and Atlas is One Manhattanville Road, Suite 201,
Purchase, New York 10577.
The
address of the principal business office of each of ST Management, ST Operating, ST Capital, ST Management Holdings, Kent Management,
Atlas Management, TR Enhanced Management, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings
and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.
Credit
Strategies, ST Management Holdings and TR Opportunistic are exempted companies incorporated in the Cayman Islands with limited liability.
ST Operating, Capital Management and Management Holdings are each Delaware limited partnerships. Kent Credit, Atlas, TR Master Fund and
TR Enhanced are each exempted limited partnerships registered in the Cayman Islands. PPF Credit Strategies, ST Management, ST Capital,
TR Management, TR Enhanced Management, ACM LLC, ACCM LLC, SA Management, Kent Management, Atlas Management, Capital Management GP, and
Management Holdings GP are each Delaware limited liability companies.
| (d) | Title
of Class of Securities |
Class A
Common Stock, par value $0.01 per share (the “Common Stock”)
18539C105
| 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: |
Not
applicable.
| (a) | Amount beneficially
owned: |
Atlas | |
| 167,697 | |
Atlas Management | |
| 167,697 | |
PPF Credit Strategies | |
| 116,103 | |
Credit Strategies | |
| 1,375,935 | |
ST Management | |
| 1,375,935 | |
ST Operating | |
| 1,375,935 | |
ST Capital | |
| 1,375,935 | |
ST Management Holdings | |
| 1,375,935 | |
Kent Credit | |
| 10,275 | |
Kent Management | |
| 10,275 | |
TR Opportunistic | |
| 120,222 | |
TR Master Fund | |
| 120,222 | |
TR Management | |
| 120,222 | |
TR Enhanced | |
| 120,222 | |
TR Enhanced Management | |
| 120,222 | |
ACM LLC | |
| 7,013 | |
ACCM LLC | |
| 7,013 | |
SA Management | |
| 19,210 | |
Capital Management | |
| 1,960,737 | |
Capital Management GP | |
| 1,960,737 | |
Management Holdings | |
| 1,960,737 | |
Management Holdings GP | |
| 1,960,737 | |
The
number of shares of Common Stock reported as beneficially owned in this Schedule 13G is as of December 31, 2022.
The
number of shares of Common Stock reported as beneficially owned by ACM LLC and ACCM LLC are held by Franklin K2, for which ACM LLC has
the authority to vote and to make investment decisions.
The
number of shares of Common Stock reported as beneficially owned by SA Management are held by FTIF Franklin and FASF Franklin, for which
SA Management has the authority to vote and to make investment decisions.
The
number of shares reported as beneficially owned by Capital Management include, among others, 144,282 shares of Common Stock held by K2
Apollo, for which Capital Management has the authority to vote and to make investment decisions.
The
shares of Common Stock reported as beneficially owned by Atlas Management, ST Management Holdings, Kent Management, TR Management, TR
Enhanced Management, ACCM LLC and SA Management are also included in the shares reported as beneficially owned by Capital Management,
Capital Management GP, Management Holdings and Management Holdings GP.
Atlas,
PPF Credit Strategies, Credit Strategies, Kent Credit, and TR Opportunistic each disclaim beneficial ownership of all shares of the Common
Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, 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. The other Reporting
Persons, and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the managers, as well as executive officers, of Management Holdings GP,
each disclaim beneficial ownership of all shares of Common Stock 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.
Atlas | |
| 0.5 | % |
Atlas Management | |
| 0.5 | % |
PPF Credit Strategies | |
| 0.3 | % |
Credit Strategies | |
| 4.0 | % |
ST Management | |
| 4.0 | % |
ST Operating | |
| 4.0 | % |
ST Capital | |
| 4.0 | % |
ST Management Holdings | |
| 4.0 | % |
Kent Credit | |
| 0.0 | %* |
Kent Management | |
| 0.0 | %* |
TR Opportunistic | |
| 0.3 | % |
TR Master Fund | |
| 0.3 | % |
TR Management | |
| 0.3 | % |
TR Enhanced | |
| 0.3 | % |
TR Enhanced Management | |
| 0.3 | % |
ACM LLC | |
| 0.0 | %* |
ACCM LLC | |
| 0.0 | %* |
SA Management | |
| 0.1 | % |
Capital Management | |
| 5.7 | % |
Capital Management GP | |
| 5.7 | % |
Management Holdings | |
| 5.7 | % |
Management Holdings GP | |
| 5.7 | % |
* Percentage amounts to less than one-tenth of a percent of the outstanding class of common stock.
The
percentages are based on 34,599,645 shares of Common Stock outstanding as of October 31, 2022, as reported in the Issuer’s
Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022.
| (c) | Number of shares as
to which the person has: |
| (i) | Sole power to vote
or to direct the vote: |
0 for all Reporting
Persons
| (ii) | Shared power to vote
or to direct the vote: |
Atlas | |
| 167,697 | |
Atlas Management | |
| 167,697 | |
PPF Credit Strategies | |
| 116,103 | |
Credit Strategies | |
| 1,375,935 | |
ST Management | |
| 1,375,935 | |
ST Operating | |
| 1,375,935 | |
ST Capital | |
| 1,375,935 | |
ST Management Holdings | |
| 1,375,935 | |
Kent Credit | |
| 10,275 | |
Kent Management | |
| 10,275 | |
TR Opportunistic | |
| 120,222 | |
TR Master Fund | |
| 120,222 | |
TR Management | |
| 120,222 | |
TR Enhanced | |
| 120,222 | |
TR Enhanced Management | |
| 120,222 | |
ACM LLC | |
| 7,013 | |
ACCM LLC | |
| 7,013 | |
SA Management | |
| 19,210 | |
Capital Management | |
| 1,960,737 | |
Capital Management GP | |
| 1,960,737 | |
Management Holdings | |
| 1,960,737 | |
Management Holdings GP | |
| 1,960,737 | |
| (iii) | Sole power to dispose
or to direct the disposition of: |
0 for all Reporting
Persons
| (iv) | Shared power to dispose
or to direct the disposition of: |
Atlas | |
| 167,697 | |
Atlas Management | |
| 167,697 | |
PPF Credit Strategies | |
| 116,103 | |
Credit Strategies | |
| 1,375,935 | |
ST Management | |
| 1,375,935 | |
ST Operating | |
| 1,375,935 | |
ST Capital | |
| 1,375,935 | |
ST Management Holdings | |
| 1,375,935 | |
Kent Credit | |
| 10,275 | |
Kent Management | |
| 10,275 | |
TR Opportunistic | |
| 120,222 | |
TR Master Fund | |
| 120,222 | |
TR Management | |
| 120,222 | |
TR Enhanced | |
| 120,222 | |
TR Enhanced Management | |
| 120,222 | |
ACM LLC | |
| 7,013 | |
ACCM LLC | |
| 7,013 | |
SA Management | |
| 19,210 | |
Capital Management | |
| 1,960,737 | |
Capital Management GP | |
| 1,960,737 | |
Management Holdings | |
| 1,960,737 | |
Management Holdings GP | |
| 1,960,737 | |
| 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. |
Not
applicable.
| 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 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 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: February 13,
2023
|
APOLLO ATLAS MASTER FUND, LLC |
|
|
|
By: |
Apollo Atlas Management, LLC, |
|
|
its investment manager |
|
|
|
|
By: |
/s/ William Kuesel |
|
|
Name: |
William Kuesel |
|
|
Title: |
Vice President |
|
|
|
APOLLO ATLAS MANAGEMENT, LLC |
|
|
|
By: |
Apollo Capital Management, L.P., |
|
|
its sole member |
|
|
|
|
By: |
Apollo Capital Management GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
|
Name: |
William Kuesel |
|
|
|
Title: |
Vice President |
|
|
|
Apollo PPF Credit Strategies, LLC |
|
|
|
By: |
Apollo PPF Credit Strategies Management, LLC, |
|
|
its investment manager |
|
|
|
|
By: |
/s/ William Kuesel |
|
|
Name: |
William Kuesel |
|
|
Title: |
Vice President |
|
APOLLO CREDIT STRATEGIES MASTER FUND LTD. |
|
|
|
By: |
Apollo ST Fund Management LLC, |
|
|
its investment manager |
|
|
|
|
By: |
/s/ William Kuesel |
|
|
Name: |
William Kuesel |
|
|
Title: |
Vice President |
|
|
|
APOLLO ST FUND MANAGEMENT LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
|
|
APOLLO ST OPERATING LP |
|
|
|
By: |
Apollo ST Capital LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/ John Suydam |
|
|
Name: |
John Suydam |
|
|
Title: |
Vice President |
|
|
|
APOLLO ST CAPITAL LLC |
|
|
|
By: |
/s/ John Suydam |
|
Name: |
John Suydam |
|
Title: |
Vice President |
|
|
|
ST MANAGEMENT HOLDINGS, LLC |
|
|
|
By: |
/s/ John Suydam |
|
Name: |
John Suydam |
|
Title: |
Vice President |
|
|
|
AP KENT CREDIT MASTER FUND, L.P. |
|
|
|
By: |
AP Kent Advisors, L.P., |
|
|
its General Partner |
|
|
|
|
By: AP Kent Advisors GP, LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/ William Kuesel |
|
|
Name: |
William Kuesel |
|
|
Title: |
Vice President and Secretary |
|
|
|
AP KENT MANAGEMENT, LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President and Secretary |
|
APOLLO TR OPPORTUNISTIC LTD. |
|
|
|
By: |
Apollo Total Return Master Fund LP, |
|
|
its shareholder |
|
|
|
|
By: |
Apollo Total Return Advisors LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Apollo Total Return Advisors GP LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
|
|
Name: |
William Kuesel |
|
|
|
|
Title: |
Vice President |
|
|
|
By: |
Apollo Total Return Master Fund Enhanced LP, |
|
|
its shareholder |
|
|
|
|
By: |
Apollo Total Return Enhanced Advisors LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Apollo Total Return Enhanced Advisors GP LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
|
|
Name: |
William Kuesel |
|
|
|
|
Title: |
Vice President |
|
|
|
APOLLO TOTAL RETURN MASTER FUND LP |
|
|
|
By: |
Apollo Total Return Advisors LP, |
|
|
its general partner |
|
|
|
|
By: |
Apollo Total Return Advisors GP LLC, |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
|
Name: |
William Kuesel |
|
|
|
Title: |
Vice President |
|
|
|
APOLLO TOTAL RETURN MANAGEMENT LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
APOLLO TOTAL RETURN MASTER FUND ENHANCED LP |
|
|
|
By: |
Apollo Total Return Enhanced Advisors LP, |
|
|
its general partner |
|
|
|
|
By: |
Apollo Total Return Enhanced Advisors GP LLC, |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
|
Name: |
William Kuesel |
|
|
|
Title: |
Vice President |
|
|
|
APOLLO TOTAL RETURN ENHANCED MANAGEMENT LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
|
|
APOLLO CREDIT MANAGEMENT, LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
|
|
APOLLO CAPITAL CREDIT MANAGEMENT, LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
|
|
APOLLO SA MANAGEMENT, LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
APOLLO CAPITAL MANAGEMENT, L.P. |
|
|
|
By: |
Apollo Capital Management GP, LLC, |
|
|
its general partner |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
|
|
APOLLO CAPITAL MANAGEMENT GP, LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |
|
|
|
APOLLO MANAGEMENT HOLDINGS, L.P. |
|
|
|
By: |
Apollo Management Holdings GP, LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/ William Kuesel |
|
|
Name: |
William Kuesel |
|
|
Title: |
Vice President |
|
|
|
APOLLO MANAGEMENT HOLDINGS GP, LLC |
|
|
|
By: |
/s/ William Kuesel |
|
Name: |
William Kuesel |
|
Title: |
Vice President |