This Amendment No. 1 to Schedule 13D 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); (xiv) Omaha Equity Aggregator, L.P. (Apollo Purchaser); (xv) AP Omaha Advisors, LLC (Omaha Advisors); (xvi) Apollo Hybrid Value Advisors, L.P. (Hybrid LP); (xvii) Apollo Hybrid Value Capital Management, LLC (Hybrid Management); (xviii) APH Holdings, L.P. (APH Holdings); and (xix) Apollo Principal Holdings III GP, Ltd. (Principal Holdings III GP) and supplements and amends the Schedule 13D filed on July 6, 2020 (the Initial Schedule 13D).
Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Initial Schedule 13D. Responses to each item of this Schedule 13D/A are incorporated by reference into the response to each other item, as applicable.
Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds
Item 4. Purpose of the Transaction
On December 10, 2020, the Issuer entered into a Purchase and Sale Agreement, by and among the Issuer, Apollo Purchaser, AAIA, and AADE, pursuant to which Apollo Purchaser, AAIA, and AADE agreed to sell to the Issuer a portion of the Warrants exercisable for an aggregate of 17,593,575.5 Warrant Shares for an aggregate price of $33,650,028.11.
Item 5. Interest in Securities of the Issuer
(a) & (b) Information in Rows 7 to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5 by reference. The aggregate beneficial ownership of the Common Stock by the Reporting Persons is as follows:
Sole Voting Power
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0
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Shared Voting Power
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19,445,530.5
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Sole Dispositive Power
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0
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Shared Dispositive Power
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19,445,530.5
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The Reporting Persons aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 4.3%, based on a total of 453,333,220 shares of Common Stock outstanding as of October 29, 2020, as reported on the Issuers Form 10-Q for the quarterly period ended September 30, 2020.
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(c) The following Reporting Persons effected the following transactions during the past 60 days:
Date
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Reporting
Person
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Transaction
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Aggregate
Sale/Purchase Price
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Method
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12/10/2020
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Apollo Purchaser
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Sale of Warrants exercisable for an aggregate of 13,889,665 Warrant Shares
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$
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27,057,067.42
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Pursuant to Purchase and Sale Agreement, dated as of Dec. 10, 2020, by and among the Issuer, Apollo Purchaser, AAIA, and AADE
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12/10/2020
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AAIA
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Sale of Warrants exercisable for an aggregate of 2,963,128.50 Warrant Shares
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$
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5,274,368.73
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12/10/2020
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AADE
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|
Sale of Warrants exercisable for an aggregate of 740,782 Warrant Shares
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$
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1,318,591.96
|
|
|
|
|
|
|
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|
|
|
|
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12/3/2020
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Apollo Purchaser
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Sale of 759,012 shares of Common Stock
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$
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2,883,955.93
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Open market transaction
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12/3/2020
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AAIA
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Sale of 355,809 shares of Common Stock
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|
$
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1,350,065.66
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12/3/2020
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AADE
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Sale of 150,199 shares of Common Stock
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|
$
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572,571.62
|
|
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12/2/2020
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AAIA
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Sale of 244,987 shares of Common Stock
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|
$
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921,763.59
|
|
|
12/2/2020
|
|
Apollo Purchaser
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|
Sale of 367,481 shares of Common Stock
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|
$
|
1,382,647.26
|
|
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(e) On December 10, 2020, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuers Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To Securities of the Issuer
Purchase and Sale Agreement
On December 10, 2020, the Issuer entered into a Purchase and Sale Agreement, by and among the Issuer, Apollo Purchaser, AAIA, and AADE, pursuant to which Apollo Purchaser, AAIA, and AADE agreed to sell to the Issuer a portion of the Warrants exercisable for an aggregate of 17,593,575.5 Warrant Shares for an aggregate price of $33,650,028.11.
Item 7. Material to Be Filed as Exhibits
Exhibit
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Description
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Exhibit E
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Purchase and Sale Agreement, dated as of December 10, 2020, by and among MFA Financial, Inc., Omaha Equity Aggregator, L.P., Athene Annuity and Life Company and Athene Annuity & Life Assurance Company
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