Filing Details

Accession Number:
0001104659-22-023039
Form Type:
13G Filing
Publication Date:
2022-02-13 19:00:00
Filed By:
Apollo Management Holdings Gp, Llc
Company:
Fs Credit Opportunities Corp.
Filing Date:
2022-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Athene Annuity and Life Company 8 25,000 10 25,000 25,000 6.3%
Apollo Insurance Solutions Group 8 25,000 10 25,000 25,000 6.3%
AISG GP Ltd 8 25,000 10 25,000 25,000 6.3%
Apollo Life Asset 8 25,000 10 25,000 25,000 6.3%
Apollo Life Asset GP 8 25,000 10 25,000 25,000 6.3%
Apollo Capital Management 8 25,000 10 25,000 25,000 6.3%
Apollo Capital Management GP 8 25,000 10 25,000 25,000 6.3%
Apollo Management Holdings 8 25,000 10 25,000 25,000 6.3%
Apollo Management Holdings GP 8 25,000 10 25,000 25,000 6.3%
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. )*

 

Under the Securities Exchange Act of 1934

 

FS Global Credit Opportunities Fund

(Name of Issuer)
 
Term Preferred Shares
(Title of Class of Securities)

 

30290Y AF8

 

(CUSIP Number)

 
November 2, 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. 30290Y AF8

 

 
 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

25,000

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

25,000

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,000

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.3%

 14

TYPE OF REPORTING PERSON

  IC

 

2

 

 

CUSIP No. 30290Y AF8

 

 
 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

25,000

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

25,000

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,000

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.3%

 14

TYPE OF REPORTING PERSON

  IA

 

3

 

 

 

CUSIP No. 30290Y AF8
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
 25,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

 25,000

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 25,000
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 6.3%
14 TYPE OF REPORTING PERSON
 HC

 

4

 

 

CUSIP No. 30290Y AF8
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
 25,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

 25,000

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 25,000
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 6.3%
14 TYPE OF REPORTING PERSON
 HC

 

5

 

 

CUSIP No. 30290Y AF8
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
 25,000

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

 25,000

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 25,000
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 6.3%
14 TYPE OF REPORTING PERSON
 HC

 

6

 

 

 

CUSIP No. 30290Y AF8  
 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

25,000

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

25,000

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,000

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.3%

 14

TYPE OF REPORTING PERSON

  IA

 

7

 

 

CUSIP No. 30290Y AF8  
 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

25,000

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

25,000

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,000

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.3%

 14

TYPE OF REPORTING PERSON

  HC

 

8

 

 

CUSIP No. 30290Y AF8  
 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

25,000

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

25,000

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,000

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.3%

 14

TYPE OF REPORTING PERSON

  HC

 

9

 

 

 

CUSIP No. 30290Y AF8

 

 
 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

25,000

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

25,000

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,000

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.3%

 14

TYPE OF REPORTING PERSON

 HC

 

10

 

 

Item 1.(a)Name of Issuer

 

FS Global Credit Opportunities Fund

 

(b)Address of Issuer’s Principal Executive Offices

 

201 Rouse Boulevard

Philadelphia, PA 19112

 

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”).

 

AAIA holds the Term Preferred Shares 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 of 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, 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
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

 

Term Preferred Shares

 

(e) CUSIP No.

 

30290Y AF8

 

11

 

 

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 4Ownership.

 

(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 Term Preferred Shares outstanding is based on 400,000 shares of the Term Preferred Shares outstanding.

 

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 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

 

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.

 

12

 

 

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 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.]

 

13

 

 

 

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 14, 2022

 

  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
   
  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/ Joseph D. Glatt
      Joseph D. Glatt
      Vice President
   
  APOLLO LIFE ASSET GP, LLC
   
  By: /s/ Joseph D. Glatt
    Joseph D. Glatt
    Vice President

 

 

 

 

   
  APOLLO CAPITAL MANAGEMENT, L.P.
   
  By: Apollo Capital Management GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
      Joseph D. Glatt
      Vice President
   
  APOLLO CAPITAL MANAGEMENT GP, LLC
   
  By: /s/ Joseph D. Glatt
    Joseph D. Glatt
    Vice President
   
  APOLLO MANAGEMENT HOLDINGS, L.P.
   
  By: Apollo Management Holdings GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
      Joseph D. Glatt
      Vice President
   
  APOLLO MANAGEMENT HOLDINGS GP, LLC
   
  By: /s/ Joseph D. Glatt
    Joseph D. Glatt
    Vice President

 

 

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

FS Global Credit Opportunities Fund

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.  This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2022.

 

  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
   
  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/ Joseph D. Glatt
      Joseph D. Glatt
      Vice President

 

 

 

 

  APOLLO LIFE ASSET GP, LLC
   
  By: /s/ Joseph D. Glatt
    Joseph D. Glatt
    Vice President
   
  APOLLO CAPITAL MANAGEMENT, L.P.
   
  By: Apollo Capital Management GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
      Joseph D. Glatt
      Vice President
   
  APOLLO CAPITAL MANAGEMENT GP, LLC
   
  By: /s/ Joseph D. Glatt
    Joseph D. Glatt
    Vice President
   
  APOLLO MANAGEMENT HOLDINGS, L.P.
   
  By: Apollo Management Holdings GP, LLC,
    its general partner
   
    By: /s/ Joseph D. Glatt
      Joseph D. Glatt
      Vice President
   
  APOLLO MANAGEMENT HOLDINGS GP, LLC
   
  By: /s/ Joseph D. Glatt
    Joseph D. Glatt
    Vice President