UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

(Amendment No.   )*

 

Under the Securities Exchange Act of 1934

 

Executive Network Partnering Corporation

(Name of Issuer)

 

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

 

30158L209

(CUSIP Number)

 

September 18, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o            Rule 13d-1(b)

x           Rule 13d-1(c)

o            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. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

109,196 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

109,196 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

109,196 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)

0.7%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

2


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

838,869 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

838,869 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

838,869 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)

5.4%

12

TYPE OF REPORTING PERSON (See Instructions)

CO

 

3


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

838,869 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

838,869 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

838,869 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)

5.4%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

4


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

838,869 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

838,869 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

838,869 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)

5.4%

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

5


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

838,869 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

838,869 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

838,869 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)

5.4%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

6


 

CUSIP No. 30158L209

 

 

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

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

838,869 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

838,869 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

838,869 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)

5.4%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

7


 

CUSIP No. 30158L209

 

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo A-N Credit Fund (Delaware), 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

0 shares

6

SHARED VOTING POWER

400,000 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

400,000 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

400,000 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)

2.6%

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

8


 

CUSIP No. 30158L209

 

 

1

NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Apollo A-N 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

0 shares

6

SHARED VOTING POWER

400,000 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

400,000 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

400,000 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)

2.6%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

9


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

18,793 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

18,793 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,793 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

 

10


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

18,793 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

18,793 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,793 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

 

11


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

29,037 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

29,037 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

29,037 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)

0.2%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

12


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

1,359,369 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,359,369 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,359,369 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.8%

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

13


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

1,359,369 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,359,369 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,359,369 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.8%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

14


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

1,359,369 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,359,369 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,359,369 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.8%

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

15


 

CUSIP No. 30158L209

 

 

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

0 shares

6

SHARED VOTING POWER

1,359,369 shares

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

1,359,369 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,359,369 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.8%

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

16


 

Item 1.

(a)

Name of Issuer

 

 

Executive Network Partnering Corporation

 

 

 

 

(b)

Address of Issuer’s Principal Executive Offices

 

 

137 Newbury Street, 7th Floor

 

 

Boston, MA 02116

 

 

 

Item 2.

(a)

Name of Person Filing

 

 

This statement is filed by (i) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (ii) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (iii) Apollo ST Fund Management LLC (“ST Management”); (iv) Apollo ST Operating LP (“ST Operating”); (v) Apollo ST Capital LLC (“ST Capital”); (vi) ST Management Holdings, LLC (“ST Management Holdings”); (vii) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (viii) Apollo A-N Credit Management, LLC (“A-N Credit Management”); (ix) Apollo Credit Management, LLC (“ACM LLC”); (x) Apollo Capital Credit Management, LLC (“ACCM LLC”); (xi) Apollo SA Management, LLC (“SA Management”); (xii) Apollo Capital Management, L.P. (“Capital Management”); (xiii) Apollo Capital Management GP, LLC (“Capital Management GP”); (xiv) Apollo Management Holdings, L.P. (“Management Holdings”); and (xv) Apollo Management Holdings GP, LLC (“Management Holdings GP”).  The foregoing are collectively referred to herein as the “Reporting Persons.”

 

 

 

 

 

PPF Credit Strategies, Credit Strategies, and A-N Credit, each hold securities of the Issuer.

 

 

 

 

 

Credit Strategies is the sole member 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.

 

 

 

 

 

A-N Credit Management serves as the investment manager for A-N Credit.

 

 

 

 

 

ACM LLC provides investment management services for Franklin K2 Long Short Credit Fund (“Franklin K2”) and FASF Franklin K2 Alternative Strategies Fund (“FASF-Franklin K2”). ACCM LLC is the sole member of ACM LLC.

 

 

 

 

 

SA Management provides investment management services for Franklin Templeton Investment Funds - Franklin K2 Alternative Strategies Fund (“FTIF-Franklin K2”) and Franklin Templeton Investment Funds - Franklin K2 Long Short Credit Fund (“FTIF Franklin K2 Long Short”).

 

 

 

 

 

Capital Management serves as the sole member of A-N Credit Management, ACCM LLC, and SA Management, the sole member and manager of ST Management Holdings, and provides investment management services for K2 Apollo Liquid 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.

 

17


 

 

(b)

Address of Principal Business Office or, if none, Residence

 

 

The principal office of PPF Credit Strategies and A-N Credit is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal office of Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands. The principal office of each of ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit 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.

 

 

 

 

(c)

Citizenship

 

 

PPF Credit Strategies, ST Management, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management GP, and Management Holdings GP are each Delaware limited liability companies. Credit Strategies is an exempted company incorporated in the Cayman Islands with limited liability. ST Operating, A-N Credit, Capital Management, and Management Holdings are each Delaware limited partnerships.

 

 

 

 

(d)

Title of Class of Securities

 

 

Class A common stock, par value $0.0001 per share (the “Common Stock”)

 

 

 

 

(e)

CUSIP Number

 

 

30158L209

 

 

 

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.

 

 

 

Item 4.

Ownership.

 

 

 

Beneficial ownership information is reported as of the date of filing of this Schedule 13G.

 

 

 

 

(a)

Amount beneficially owned:

 

PPF Credit Strategies

 

109,196

 

Credit Strategies

 

838,869

 

ST Management

 

838,869

 

ST Operating

 

838,869

 

ST Capital

 

838,869

 

ST Management Holdings

 

838,869

 

A-N Credit

 

400,000

 

A-N Credit Management

 

400,000

 

ACM LLC

 

18,793

 

ACCM LLC

 

18,793

 

SA Management

 

29,037

 

Capital Management

 

1,359,369

 

Capital Management GP

 

1,359,369

 

Management Holdings

 

1,359,369

 

Management Holdings GP

 

1,359,369

 

 

18


 

 

 

PPF Credit Strategies, Credit Strategies, and A-N Credit each disclaims 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.  ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, 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.

 

 

 

 

(b)

Percent of class:

 

PPF Credit Strategies

 

0.7

%

Credit Strategies

 

5.4

%

ST Management

 

5.4

%

ST Operating

 

5.4

%

ST Capital

 

5.4

%

ST Management Holdings

 

5.4

%

A-N Credit

 

2.6

%

A-N Credit Management

 

2.6

%

ACM LLC

 

0.1

%

ACCM LLC

 

0.1

%

SA Management

 

0.2

%

Capital Management

 

8.8

%

Capital Management GP

 

8.8

%

Management Holdings

 

8.8

%

Management Holdings GP

 

8.8

%

 

 

 

The percentages are based on 15,473,600 shares of Common Stock outstanding as of September 24, 2020, as reported by Bloomberg LP.

 

 

 

 

(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:

 

PPF Credit Strategies

 

109,196

 

Credit Strategies

 

838,869

 

ST Management

 

838,869

 

ST Operating

 

838,869

 

ST Capital

 

838,869

 

ST Management Holdings

 

838,869

 

A-N Credit

 

400,000

 

 

19


 

A-N Credit Management

 

400,000

 

ACM LLC

 

18,793

 

ACCM LLC

 

18,793

 

SA Management

 

29,037

 

Capital Management

 

1,359,369

 

Capital Management GP

 

1,359,369

 

Management Holdings

 

1,359,369

 

Management Holdings GP

 

1,359,369

 

 

 

 

(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:

 

PPF Credit Strategies

 

109,196

 

Credit Strategies

 

838,869

 

ST Management

 

838,869

 

ST Operating

 

838,869

 

ST Capital

 

838,869

 

ST Management Holdings

 

838,869

 

A-N Credit

 

400,000

 

A-N Credit Management

 

400,000

 

ACM LLC

 

18,793

 

ACCM LLC

 

18,793

 

SA Management

 

29,037

 

Capital Management

 

1,359,369

 

Capital Management GP

 

1,359,369

 

Management Holdings

 

1,359,369

 

Management Holdings GP

 

1,359,369

 

 

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: o

 

 

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.

 

 

Item 10.

Certification.

 

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

 

20


 

 

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.

 

[The remainder of this page is intentionally left blank.]

 

21


 

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:  September 28, 2020

 

 

 

APOLLO PPF CREDIT STRATEGIES, LLC

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Name:

Joseph D. Glatt

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

APOLLO CREDIT STRATEGIES MASTER FUND LTD.

 

 

 

 

 

 

By:

Apollo ST Fund Management LLC,

 

 

 

its investment manager

 

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Name:

Joseph D. Glatt

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

APOLLO ST FUND MANAGEMENT LLC

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Name:

Joseph D. Glatt

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

APOLLO ST OPERATING LP

 

 

 

 

 

 

By:

Apollo ST Capital LLC,

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Name:

Joseph D. Glatt

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

APOLLO ST CAPITAL LLC

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Name:

Joseph D. Glatt

 

 

Title:

Vice President

 

22


 

 

 

ST MANAGEMENT HOLDINGS, LLC

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Name:

Joseph D. Glatt

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

APOLLO A-N CREDIT FUND (DELAWARE), L.P.

 

 

 

 

 

 

By:

Apollo A-N Credit Management, LLC,

 

 

 

its investment manager

 

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Name:

Joseph D. Glatt

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

APOLLO A-N CREDIT MANAGEMENT, LLC

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Name:

Joseph D. Glatt

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

APOLLO CREDIT MANAGEMENT, LLC

 

 

 

 

 

 

By:

Apollo Capital Credit Management, LLC,

 

 

 

its sole member

 

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Name:

Joseph D. Glatt

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

APOLLO CAPITAL CREDIT MANAGEMENT, LLC

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Name:

Joseph D. Glatt

 

 

Title:

Vice President

 

23


 

 

APOLLO SA MANAGEMENT, LLC

 

 

 

 

By:

Apollo Capital Management, L.P.,

 

 

its sole member

 

 

 

 

 

By:

Apollo Capital Management GP, LLC,

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

 

Name:

Joseph D. Glatt

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT, L.P.

 

 

 

 

By:

Apollo Capital Management GP, LLC,

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Name:

Joseph D. Glatt

 

 

Title:

Vice President

 

 

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

Name:

Joseph D. Glatt

 

Title:

Vice President

 

 

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

 

By:

Apollo Management Holdings GP, LLC,

 

 

its general partner

 

 

 

 

 

By:

/s/ Joseph D. Glatt

 

 

Name:

Joseph D. Glatt

 

 

Title:

Vice President

 

 

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Joseph D. Glatt

 

Name:

Joseph D. Glatt

 

Title:

Vice President

 

24