Amendment: SEC Form SCHEDULE 13G/A filed by Ares Dynamic Credit Allocation Fund Inc.
$ARDC
Investment Managers
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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Ares Dynamic Credit Allocation Fund, Inc. (Name of Issuer) |
See Exhibit 99.1 (Title of Class of Securities) |
MULTIPLES (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | MULTIPLES |
| 1 | Names of Reporting Persons
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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
760,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Amount beneficially owned: 760,000 shares, based upon: (i) 360,000 shares of Series A Mandatory Preferred Stock, (ii) 160,000 shares of Series B Mandatory Preferred Stock, and (iii) 240,000 shares of Series C Mandatory Preferred Stock.
Percent of Class: 19%, based upon: (i) 45.0% of Series A Mandatory Preferred Stock, (ii) 13.3% of Series B Mandatory Preferred Stock, and (iii) 12.0% of Series C Mandatory Preferred Stock.
SCHEDULE 13G
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| CUSIP No. | MULTIPLES |
| 1 | Names of Reporting Persons
Athene Annuity and Life Company | ||||||||
| 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
IOWA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
760,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IC |
Comment for Type of Reporting Person: Amount beneficially owned: 760,000 shares, based upon: (i) 360,000 shares of Series A Mandatory Preferred Stock, (ii) 160,000 shares of Series B Mandatory Preferred Stock, and (iii) 240,000 shares of Series C Mandatory Preferred Stock.
Percent of Class: 19%, based upon: (i) 45.0% of Series A Mandatory Preferred Stock, (ii) 13.3% of Series B Mandatory Preferred Stock, and (iii) 12.0% of Series C Mandatory Preferred Stock.
SCHEDULE 13G
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| CUSIP No. | MULTIPLES |
| 1 | Names of Reporting Persons
Apollo Insurance Solutions Group 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
760,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Amount beneficially owned: 760,000 shares, based upon: (i) 360,000 shares of Series A Mandatory Preferred Stock, (ii) 160,000 shares of Series B Mandatory Preferred Stock, and (iii) 240,000 shares of Series C Mandatory Preferred Stock.
Percent of Class: 19%, based upon: (i) 45.0% of Series A Mandatory Preferred Stock, (ii) 13.3% of Series B Mandatory Preferred Stock, and (iii) 12.0% of Series C Mandatory Preferred Stock.
SCHEDULE 13G
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| CUSIP No. | MULTIPLES |
| 1 | Names of Reporting Persons
AISG GP 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
760,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Amount beneficially owned: 760,000 shares, based upon: (i) 360,000 shares of Series A Mandatory Preferred Stock, (ii) 160,000 shares of Series B Mandatory Preferred Stock, and (iii) 240,000 shares of Series C Mandatory Preferred Stock.
Percent of Class: 19%, based upon: (i) 45.0% of Series A Mandatory Preferred Stock, (ii) 13.3% of Series B Mandatory Preferred Stock, and (iii) 12.0% of Series C Mandatory Preferred Stock.
SCHEDULE 13G
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| CUSIP No. | MULTIPLES |
| 1 | Names of Reporting Persons
Apollo Life Asset 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
760,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Amount beneficially owned: 760,000 shares, based upon: (i) 360,000 shares of Series A Mandatory Preferred Stock, (ii) 160,000 shares of Series B Mandatory Preferred Stock, and (iii) 240,000 shares of Series C Mandatory Preferred Stock.
Percent of Class: 19%, based upon: (i) 45.0% of Series A Mandatory Preferred Stock, (ii) 13.3% of Series B Mandatory Preferred Stock, and (iii) 12.0% of Series C Mandatory Preferred Stock.
SCHEDULE 13G
|
| CUSIP No. | MULTIPLES |
| 1 | Names of Reporting Persons
Apollo Life Asset 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
760,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Amount beneficially owned: 760,000 shares, based upon: (i) 360,000 shares of Series A Mandatory Preferred Stock, (ii) 160,000 shares of Series B Mandatory Preferred Stock, and (iii) 240,000 shares of Series C Mandatory Preferred Stock.
Percent of Class: 19%, based upon: (i) 45.0% of Series A Mandatory Preferred Stock, (ii) 13.3% of Series B Mandatory Preferred Stock, and (iii) 12.0% of Series C Mandatory Preferred Stock.
SCHEDULE 13G
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| CUSIP No. | MULTIPLES |
| 1 | Names of Reporting Persons
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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
760,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Amount beneficially owned: 760,000 shares, based upon: (i) 360,000 shares of Series A Mandatory Preferred Stock, (ii) 160,000 shares of Series B Mandatory Preferred Stock, and (iii) 240,000 shares of Series C Mandatory Preferred Stock.
Percent of Class: 19%, based upon: (i) 45.0% of Series A Mandatory Preferred Stock, (ii) 13.3% of Series B Mandatory Preferred Stock, and (iii) 12.0% of Series C Mandatory Preferred Stock.
SCHEDULE 13G
|
| CUSIP No. | MULTIPLES |
| 1 | Names of Reporting Persons
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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
760,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Amount beneficially owned: 760,000 shares, based upon: (i) 360,000 shares of Series A Mandatory Preferred Stock, (ii) 160,000 shares of Series B Mandatory Preferred Stock, and (iii) 240,000 shares of Series C Mandatory Preferred Stock.
Percent of Class: 19%, based upon: (i) 45.0% of Series A Mandatory Preferred Stock, (ii) 13.3% of Series B Mandatory Preferred Stock, and (iii) 12.0% of Series C Mandatory Preferred Stock.
SCHEDULE 13G
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| CUSIP No. | MULTIPLES |
| 1 | Names of Reporting Persons
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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
760,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Amount beneficially owned: 760,000 shares, based upon: (i) 360,000 shares of Series A Mandatory Preferred Stock, (ii) 160,000 shares of Series B Mandatory Preferred Stock, and (iii) 240,000 shares of Series C Mandatory Preferred Stock.
Percent of Class: 19%, based upon: (i) 45.0% of Series A Mandatory Preferred Stock, (ii) 13.3% of Series B Mandatory Preferred Stock, and (iii) 12.0% of Series C Mandatory Preferred Stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Ares Dynamic Credit Allocation Fund, Inc. | |
| (b) | Address of issuer's principal executive offices:
1800 Avenue of the Stars Suite 1400 Los Angeles, CA, 90067 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by: (i) Athene Annuity and Life Company ("AAIA"); (ii) Apollo Insurance Solutions Group LP ("AISG"); (iii) AISG GP Ltd. ("AISG GP"); (iv) Apollo Life Asset, L.P. ("Apollo Life"); (v) Apollo Life Asset GP, LLC ("Apollo Life GP"); (vi) Apollo Capital Management, L.P. ("Capital Management"); (vii) Apollo Capital Management GP, LLC ("Capital Management GP"); (viii) Apollo Management Holdings, L.P. ("Management Holdings"); and (ix) Apollo Management Holdings GP, LLC ("Management Holdings GP"). The foregoing are collectively referred to herein as the "Reporting Persons."
AAIA holds Mandatory Redeemable Preferred Stock of the Issuer.
AISG is the investment adviser of AAIA. 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. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal office of AAIA 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 each of AISG GP and Apollo Life GP is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, KY1-9008 Grand Cayman, Cayman Islands. The address of the principal office of each of Apollo Life, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 West 57th Street, 41st Floor, New York, NY 10019. | |
| (c) | Citizenship:
AAIA Iowa
AISG Delaware
AISG GP Cayman Islands
Apollo Life Delaware
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:
See Exhibit 99.1 | |
| (e) | CUSIP No.:
MULTIPLES | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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) | 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) | 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) | 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Information in Rows 5 to 11 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 4 by reference.
AISG, AISG GP, Apollo Life, Apollo Life GP, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP each disclaim 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. | |
| (b) | Percent of class:
Information in Rows 5 to 11 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 4 by reference.
The Reporting Persons' aggregate percentage of beneficial ownership of the total amount of Mandatory Redeemable Preferred Stock outstanding is based on 800,000 shares of Series A; 1,200,000 shares of Series B; and 2,000,000 shares of Series C Mandatory Redeemable Preferred Stock outstanding as of April 1, 2025, as reported by the Issuer in its definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025. | |
| (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:
AAIA Series A - 360,000
Series B - 160,000
Series C - 240,000
AISG Series A - 360,000
Series B - 160,000
Series C - 240,000
AISG GP Series A - 360,000
Series B - 160,000
Series C - 240,000
Apollo Life Series A - 360,000
Series B - 160,000
Series C - 240,000
Apollo Life GP Series A - 360,000
Series B - 160,000
Series C - 240,000
Capital Management Series A - 360,000
Series B - 160,000
Series C - 240,000
Capital Management GP Series A - 360,000
Series B - 160,000
Series C - 240,000
Management Holdings Series A - 360,000
Series B - 160,000
Series C - 240,000
Management Holdings GP Series A - 360,000
Series B - 160,000
Series C - 240,000 | ||
| (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:
AAIA Series A - 360,000
Series B - 160,000
Series C - 240,000
AISG Series A - 360,000
Series B - 160,000
Series C - 240,000
AISG GP Series A - 360,000
Series B - 160,000
Series C - 240,000
Apollo Life Series A - 360,000
Series B - 160,000
Series C - 240,000
Apollo Life GP Series A - 360,000
Series B - 160,000
Series C - 240,000
Capital Management Series A - 360,000
Series B - 160,000
Series C - 240,000
Capital Management GP Series A - 360,000
Series B - 160,000
Series C - 240,000
Management Holdings Series A - 360,000
Series B - 160,000
Series C - 240,000
Management Holdings GP Series A - 360,000
Series B - 160,000
Series C - 240,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See response to Item 2(a), which is incorporated by reference herein. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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. |
| 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.
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Exhibit Information
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Exhibit 99.1
Title of Class of Securities CUSIPs
Mandatory Redeemable Preferred Shares 04014F2*2
04014F3*1
04014F4*0 |