Filing Details

Accession Number:
0001104659-21-022058
Form Type:
13G Filing
Publication Date:
2021-02-12 16:53:01
Filed By:
Apollo Management Holdings Gp, Llc
Company:
Arq Inc. (NASDAQ:ARQ)
Filing Date:
2021-02-12
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
Apollo A-N Credit Fund (Delaware) 0 233,063 0 233,063 233,063 1.3%
Apollo A-N Credit Management 0 233,063 0 233,063 233,063 1.3%
Apollo Credit Strategies Master Fund Ltd 0 1,466,807 0 1,466,807 1,466,807 7.9%
Apollo ST Fund Management 0 1,466,807 0 1,466,807 1,466,807 7.9%
Apollo ST Operating 0 1,466,807 0 1,466,807 1,466,807 7.9%
Apollo ST Capital 0 1,466,807 0 1,466,807 1,466,807 7.9%
ST Management Holdings 0 1,466,807 0 1,466,807 1,466,807 7.9%
Apollo Credit Management 0 4,604 0 4,604 4,604 0.0%
Apollo Capital Credit Management 0 4,604 0 4,604 4,604 0.0%
Apollo SA Management 0 36,223 0 36,223 36,223 0.2%
Apollo Capital Management 0 1,801,195 0 1,801,195 1,801,195 9.7%
Apollo Capital Management GP 0 1,801,195 0 1,801,195 1,801,195 9.7%
Apollo Management Holdings 0 1,801,195 0 1,801,195 1,801,195 9.7%
Apollo Management Holdings GP 0 1,801,195 0 1,801,195 1,801,195 9.7%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

(Amendment No. )*

 

Under the Securities Exchange Act of 1934

 

ADVANCED EMISSIONS SOLUTIONS, INC.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

00770C101

(CUSIP Number)

 

January 23, 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 persons 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. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

 

6

SHARED VOTING POWER


233,063 shares of Common Stock

 

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

 

8

SHARED DISPOSITIVE POWER


233,063 shares of Common Stock

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

233,063 shares of Common Stock

 

 

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)

1.3%

 

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

 

2


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

 

6

SHARED VOTING POWER


233,063 shares of Common Stock

 

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

 

8

SHARED DISPOSITIVE POWER


233,063 shares of Common Stock

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

233,063 shares of Common Stock

 

 

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)

1.3%

 

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

 

3


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

 

6

SHARED VOTING POWER


1,466,807 shares of Common Stock

 

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

 

8

SHARED DISPOSITIVE POWER


1,466,807 shares of Common Stock

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,466,807 shares of Common Stock

 

 

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)

7.9%

 

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 

4


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

 

6

SHARED VOTING POWER


1,466,807 shares of Common Stock

 

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

 

8

SHARED DISPOSITIVE POWER


1,466,807 shares of Common Stock

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,466,807 shares of Common Stock

 

 

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)

7.9%

 

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

 

5


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

 

6

SHARED VOTING POWER


1,466,807 shares of Common Stock

 

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

 

8

SHARED DISPOSITIVE POWER


1,466,807 shares of Common Stock

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,466,807 shares of Common Stock

 

 

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)

7.9%

 

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

 

6


 

CUSIP No. 00770C101

 

 

 

 

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)

¨
o

 

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 of Common Stock

 

6

SHARED VOTING POWER


1,466,807 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


1,466,807 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,466,807 shares of Common Stock

 

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)

7.9%

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

7


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

6

SHARED VOTING POWER


1,466,807 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


1,466,807 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,466,807 shares of Common Stock

 

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)

7.9%

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

8


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

6

SHARED VOTING POWER


4,604 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


4,604 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,604 shares of Common Stock

 

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%.

 

9


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

6

SHARED VOTING POWER


4,604 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


4,604 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,604 shares of Common Stock

 

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%.

 

10


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

6

SHARED VOTING POWER


36,223 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


36,223 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,223 shares of Common Stock

 

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

 

11


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

6

SHARED VOTING POWER


1,801,195 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


1,801,195 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,801,195 shares of Common Stock

 

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)

9.7%

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

12


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

6

SHARED VOTING POWER


1,801,195 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


1,801,195 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,801,195 shares of Common Stock

 

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)

9.7%

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

13


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

6

SHARED VOTING POWER


1,801,195 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


1,801,195 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,801,195 shares of Common Stock

 

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)

9.7%

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

PN

 

14


 

CUSIP No. 00770C101

 

 

 

 

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)

o
o

 

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 of Common Stock

 

6

SHARED VOTING POWER


1,801,195 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER


0 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


1,801,195 shares of Common Stock

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,801,195 shares of Common Stock

 

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)

9.7%

 

 

12

TYPE OF REPORTING PERSON (See Instructions)

OO

 

15


 

CUSIP No. 00770C101

 

 

Item 1.                                                         (a)                                 Name of Issuer

Advanced Emissions Solutions, Inc.

 

(b)                                 Address of Issuers Principal Executive Offices

640 Plaza Drive, Suite 270,

Highlands Ranch, CO 80129

 

Item 2.                                                         (a)                                 Name of Person Filing

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

 

A-N Credit and Credit Strategies each hold securities of the Issuer.  A-N Credit Management serves as the investment manager for A-N Credit.  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.

 

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 (i) Franklin Templeton Investment Funds (FTIF Franklin), (ii) Franklin K2 Alternative Strategies Fund (FASF-Franklin K2), and (iii) FTIF 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, as 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.

 

(b)                                 Address of Principal Business Office or, if none, Residence

 

The address of the principal office of each of 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 A-N Credit Management, ST Management, ST Operating, ST Capital, ST Management Holdings, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management

 

16


 

CUSIP No. 00770C101

 

 

Holdings and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

 

(c)                                  Citizenship

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

 

(d)                                 Title of Class of Securities

Common Stock, par value $0.001 per share (the Common Stock).

 

(e)                                  CUSIP Number

00770C101

 

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.

 

(a)           Amount beneficially owned:

 

A-N Credit

 

233,063

 

A-N Credit Management

 

233,063

 

Credit Strategies

 

1,466,807

 

ST Management

 

1,466,807

 

ST Operating

 

1,466,807

 

ST Capital

 

1,466,807

 

ST Management Holdings

 

1,466,807

 

ACM

 

4,604

 

ACM LLC

 

4,604

 

SA Management

 

36,223

 

Capital Management

 

1,801,195

 

Capital Management GP

 

1,801,195

 

Management Holdings

 

1,801,195

 

Management Holdings GP

 

1,801,195

 

 

The number of shares of Common Stock reported as beneficially owned in this Schedule 13G is as of December 31, 2020. On January 23, 2020, the Reporting Persons beneficially owned an aggregate of 931,958 shares of Common Stock. 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, FASF-Franklin K2, and FTIF Franklin K2 Long/Short, 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, 60,498 shares of Common Stock held by K2 Apollo, for which Capital Management has the authority to vote and to make investment

 

17


 

CUSIP No. 00770C101

 

 

decisions.  The shares of Common Stock reported as beneficially owned by A-N Credit Management, ST Management Holdings, 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.

 

A-N Credit and Credit Strategies each disclaims beneficial ownership of Common Stock reported in this report not owned of record by such Reporting Persons. The other Reporting Persons, 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:

 

A-N Credit

 

1.3

%

A-N Credit Management

 

1.3

%

Credit Strategies

 

7.9

%

ST Management

 

7.9

%

ST Operating

 

7.9

%

ST Capital

 

7.9

%

ST Management Holdings

 

7.9

%

ACM LLC

 

0.0

%*

ACCM LLC

 

0.0

%*

SA Management

 

0.2

%

Capital Management

 

9.7

%

Capital Management GP

 

9.7

%

Management Holdings

 

9.7

%

Management Holdings GP

 

9.7

%

 


* Rounds to less than 0.1%.

 

 

 

 

The percentage amounts are based on 18,547,887 shares of Common Stock outstanding as of October 30, 2020, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

 

(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:

 

A-N Credit

 

233,063

 

A-N Credit Management

 

233,063

 

Credit Strategies

 

1,466,807

 

ST Management

 

1,466,807

 

ST Operating

 

1,466,807

 

ST Capital

 

1,466,807

 

ST Management Holdings

 

1,466,807

 

 

18


 

CUSIP No. 00770C101

 

 

ACM LLC

 

4,604

 

ACCM LLC

 

4,604

 

SA Management

 

36,223

 

Capital Management

 

1,801,195

 

Capital Management GP

 

1,801,195

 

Management Holdings

 

1,801,195

 

Management Holdings GP

 

1,801,195

 

 

(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:

 

A-N Credit

 

233,063

 

A-N Credit Management

 

233,063

 

Credit Strategies

 

1,466,807

 

ST Management

 

1,466,807

 

ST Operating

 

1,466,807

 

ST Capital

 

1,466,807

 

ST Management Holdings

 

1,466,807

 

ACM LLC

 

4,604

 

ACCM LLC

 

4,604

 

SA Management

 

36,223

 

Capital Management

 

1,801,195

 

Capital Management GP

 

1,801,195

 

Management Holdings

 

1,801,195

 

Management Holdings GP

 

1,801,195

 

 

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.

Not applicable.

 

[The remainder of this page intentionally left blank.]

 

19


 

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 12, 2021

 

 

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

 

 

 

By:

Apollo A-N Credit Advisors (APO FC Delaware), L.P.,

 

 

its general partner

 

 

 

 

 

 

By:

Apollo A-N Credit Advisors (APO FC-GP), LLC,

 

 

 

its general partner

 

 

 

 

 

 

 

 

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 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

 

20


 

 

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

 

 

 

ST MANAGEMENT HOLDINGS, 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

 

21


 

 

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

 

22