0001104659-14-031902.txt : 20140429 0001104659-14-031902.hdr.sgml : 20140429 20140429155619 ACCESSION NUMBER: 0001104659-14-031902 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140429 DATE AS OF CHANGE: 20140429 GROUP MEMBERS: AAM GP LTD. GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: APOLLO LIFE ASSET LTD. GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: ATHENE ANNUITY & LIFE ASSURANCE CO GROUP MEMBERS: ATHENE ANNUITY & LIFE ASSURANCE CO OF NEW YORK GROUP MEMBERS: ATHENE ANNUITY & LIFE CO GROUP MEMBERS: ATHENE ASSET MANAGEMENT, L.P. GROUP MEMBERS: ATHENE HOLDING LTD. GROUP MEMBERS: ATHENE USA CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TORTOISE ENERGY INFRASTRUCTURE CORP CENTRAL INDEX KEY: 0001268533 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85247 FILM NUMBER: 14793756 BUSINESS ADDRESS: STREET 1: 11550 ASH STREET, SUITE 300 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913-981-1020 MAIL ADDRESS: STREET 1: 11550 ASH STREET, SUITE 300 CITY: LEAWOOD STATE: KS ZIP: 66211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Athene Holding Ltd CENTRAL INDEX KEY: 0001527469 IRS NUMBER: 980628973 STATE OF INCORPORATION: D0 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: 441-279-8400 MAIL ADDRESS: STREET 1: 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 SC 13G 1 a14-11138_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Tortoise Energy Infrastructure Corporation

(Name of Issuer)

Mandatory Redeemable Preferred B Stock

(Title of Class of Securities)

89147L704

(CUSIP Number)

December 31, 2013

(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)

o

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).

 

1


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
ATHENE ANNUITY & LIFE ASSURANCE COMPANY OF NEW YORK

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
NEW YORK

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
200,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
200,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
200,800

 

 

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)
2.5%

 

 

12.

Type of Reporting Person (See Instructions)
IC

 

2


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
ATHENE ANNUITY AND LIFE COMPANY

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
IOWA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
200,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
200,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
200,800

 

 

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)
2.5%

 

 

12.

Type of Reporting Person (See Instructions)
IC

 

3


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
ATHENE ANNUITY & LIFE ASSURANCE COMPANY

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
1,000,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,800

 

 

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)
12.5%

 

 

12.

Type of Reporting Person (See Instructions)
IC

 

4


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
ATHENE USA CORPORATION

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
IOWA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,000,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,800

 

 

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)
12.5%

 

 

12.

Type of Reporting Person (See Instructions)
HC

 

5


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
ATHENE HOLDING LTD.

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
BERMUDA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,000,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,800

 

 

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)
12.5%

 

 

12.

Type of Reporting Person (See Instructions)
HC

 

6


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
ATHENE ASSET MANAGEMENT, L.P.

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
1,000,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,800

 

 

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)
12.5%

 

 

12.

Type of Reporting Person (See Instructions)
IA

 

7


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
AAM GP LTD.

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
1,000,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,800

 

 

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)
12.5%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

8


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
APOLLO LIFE ASSET LTD.

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
1,000,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,800

 

 

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)
12.5%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

9


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
APOLLO CAPITAL MANAGEMENT, L.P.

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
1,000,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,800

 

 

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)
12.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

10


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
APOLLO CAPITAL MANAGEMENT GP, LLC

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
1,000,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,800

 

 

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)
12.5%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

11


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
1,000,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,800

 

 

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)
12.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

12


 

CUSIP No. 89147L704

13G

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. OF Above Persons (Entities Only)
APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

2.

Check the Appropriate Box if a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
1,000,800

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,000,800

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,800

 

 

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)
12.5%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

13


 

CUSIP No. 89147L704

13G

 

 

Item 1                                    (a)  Name of Issuer

 

Tortoise Energy Infrastructure Corporation

 

(b)  Address of Issuer’s Principal Executive Offices

 

11550 Ash Street, Suite 300, Leawood, Kansas 66211

 

Item 2                                    (a)  Name of Person Filing

 

This Schedule 13G is being filed by: (i) Athene Annuity & Life Assurance Company of New York (“Athene New York”); (ii) Athene Annuity and Life Company (formerly known as Aviva Life and Annuity Company, “AAIA”); (iii) Athene Annuity & Life Assurance Company (“Athene Annuity”); (iv) Athene USA Corporation (formerly known as Aviva USA Corporation, “AUSA”); (v) Athene Holding Ltd. (“Athene Holding”); (vi) Athene Asset Management, L.P. (“AAM”); (vii) AAM GP Ltd. (“AAM GP”); (viii) Apollo Life Asset Ltd. (“Apollo Life”); (ix) Apollo Capital Management, L.P. (“Capital Management”); (x) Apollo Capital Management GP, LLC (“Capital Management GP”); (xi) Apollo Management Holdings, L.P. (“Management Holdings”); and (xii) Apollo Management Holdings GP, LLC (“Management Holdings GP”).  Athene New York, AAIA, Athene Annuity, AUSA, Athene Holding, AAM, AAM GP, Apollo Life, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP are collectively referred to herein as the “Reporting Persons.”

 

Athene New York and Athene Annuity each hold shares of the Mandatory Redeemable Preferred B Stock (“Preferred B Stock”) of the Issuer.  AAIA is the sole shareholder of Athene New York, and Athene Annuity is the sole shareholder of AAIA.  AUSA is the sole shareholder of Athene Annuity, and Athene Holding is the sole shareholder of AUSA.  AAM serves as the investment manager for Athene Annuity and Athene New York pursuant to investment management agreements between AAM and Athene Annuity, and AAM and Athene New York, respectively.  AAM GP is the general partner of AAM.  Apollo Life is the sole shareholder of AAM GP, and Capital Management is the sole shareholder of Apollo Life.  Capital Management GP is the general partner of Capital Management.  Management Holdings is the sole member and manager of Capital Management GP, and Management Holdings GP is the general partner of Management Holdings.

 

Athene Annuity acquired the 800,000 shares of the Issuer’s Preferred B Stock held by it on December 3, 2012.  Athene New York acquired 125,800 shares of the Issuer’s Preferred B Stock on January 4, 2013, and acquired an additional 75,000 shares of the Issuer’s Preferred B Stock on May 9, 2013.  AAIA and AUSA were acquired by Athene Holding on October 2, 2013, after the acquisitions of the shares of Preferred B Stock by Athene Annuity and Athene New York.

 

14


 

CUSIP No. 89147L704

13G

 

 

Athene New York and Athene Annuity each disclaims beneficial ownership of all shares of the Preferred B Stock included in this report other than the shares of Preferred B 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.  Each of AAIA, AUSA, Athene Holding, AAM, AAM GP, Apollo Life, 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, disclaim beneficial ownership of all shares of Preferred B 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)  Address of Principal Business Office or, if None, Residence

 

The address of Athene New York is 69 Lydecker St., Nyack, New York 10960.  The address of Athene Annuity is 400 Brookfield Parkway, Greenville, South Carolina 29607.  The address of AAIA and AUSA is 7700 Mills Civic Parkway, West Des Moines, Iowa 50266.  The address of Athene Holding is 96 Pitts Bay Road, Pembroke, Bermuda HM08.  The address of AAM, AAM GP and Apollo Life is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Street, George Town, Grand Cayman, KY1-9005 Cayman Islands.  The address of Capital Management, Capital Management GP, Management Holdings and Management Holdings GP is 9 West 57th St., 43rd Floor, New York, New York 10019.

 

(c)  Citizenship:

 

Athene Annuity & Life Assurance Company of New York:

New York

Athene Annuity and Life Company:

Iowa

Athene Annuity & Life Assurance Company:

Delaware

Athene USA Corporation:

Iowa

Athene Holding Ltd.:

Bermuda

Athene Asset Management, L.P.:

Cayman Islands

AAM GP Ltd.:

Cayman Islands

Apollo Life Asset Ltd.:

Cayman Islands

Apollo Capital Management, L.P.:

Delaware

Apollo Capital Management GP, LLC:

Delaware

Apollo Management Holdings, L.P.:

Delaware

Apollo Management Holdings GP, LLC:

Delaware

 

15


 

CUSIP No. 89147L704

13G

 

 

(d)  Title of Class of Securities:

 

Mandatory Redeemable Preferred B Stock

 

(e)  CUSIP Number:

 

89147L704

 

Item 3.                                 If this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

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)

o

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)

o

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 § 13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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 (15U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.                                 Ownership.

 

(a)         Amount beneficially owned:

 

Athene Annuity & Life Assurance Company of New York:

200,800

 

Athene Annuity and Life Company:

200,800

 

Athene Annuity & Life Assurance Company:

1,000,800

 

Athene USA Corporation:

1,000,800

 

Athene Holding Ltd.:

1,000,800

 

Athene Asset Management, L.P.:

1,000,800

 

AAM GP Ltd.:

1,000,800

 

Apollo Life Asset Ltd.:

1,000,800

 

Apollo Capital Management, L.P.:

1,000,800

 

Apollo Capital Management GP, LLC:

1,000,800

 

Apollo Management Holdings, L.P.:

1,000,800

 

Apollo Management Holdings GP, LLC:

1,000,800

 

 

16


 

CUSIP No. 89147L704

13G

 

 

(b)  Percent of class:

 

Athene Annuity & Life Assurance Company of New York:

2.5%

 

Athene Annuity and Life Company:

2.5%

 

Athene Annuity & Life Assurance Company:

12.5%

 

Athene USA Corporation:

12.5%

 

Athene Holding Ltd.:

12.5%

 

Athene Asset Management, L.P.:

12.5%

 

AAM GP Ltd.:

12.5%

 

Apollo Life Asset Ltd.:

12.5%

 

Apollo Capital Management, L.P.:

12.5%

 

Apollo Capital Management GP, LLC:

12.5%

 

Apollo Management Holdings, L.P.:

12.5%

 

Apollo Management Holdings GP, LLC:

12.5%

 

 

Calculation of percentage of beneficial ownership is based on 8,000,000 outstanding shares of the Issuer’s Preferred B Stock as of August 31, 2013, as reported by the Issuer on its Form N-30B-2 filed on October 24, 2013.

 

(c)  Number of shares as to which the person has:

 

(i)            Sole power to vote or to direct the vote:

 

None of the Reporting Persons has the sole power to vote or direct the vote for any of the shares of the Preferred B Stock.

 

(ii)        Shared power to vote or to direct the vote:

 

Athene Annuity & Life Assurance Company of New York:

200,800

 

Athene Annuity and Life Company:

200,800

 

Athene Annuity & Life Assurance Company:

1,000,800

 

Athene USA Corporation:

1,000,800

 

Athene Holding Ltd.:

1,000,800

 

Athene Asset Management, L.P.:

1,000,800

 

AAM GP Ltd.:

1,000,800

 

Apollo Life Asset Ltd.:

1,000,800

 

Apollo Capital Management, L.P.:

1,000,800

 

Apollo Capital Management GP, LLC:

1,000,800

 

Apollo Management Holdings, L.P.:

1,000,800

 

Apollo Management Holdings GP, LLC:

1,000,800

 

 

(iii)    Sole power to dispose or to direct the disposition of:

 

None of the Reporting Persons has the sole power to dispose or to direct the disposition of any of the shares of the Preferred B Stock.

 

17


 

CUSIP No. 89147L704

13G

 

 

(iv)     Shared power to dispose or to direct the disposition of:

 

Athene Annuity & Life Assurance Company of New York:

200,800

 

Athene Annuity and Life Company:

200,800

 

Athene Annuity & Life Assurance Company:

1,000,800

 

Athene USA Corporation:

1,000,800

 

Athene Holding Ltd.:

1,000,800

 

Athene Asset Management, L.P.:

1,000,800

 

AAM GP Ltd.:

1,000,800

 

Apollo Life Asset Ltd.:

1,000,800

 

Apollo Capital Management, L.P.:

1,000,800

 

Apollo Capital Management GP, LLC:

1,000,800

 

Apollo Management Holdings, L.P.:

1,000,800

 

Apollo Management Holdings GP, LLC:

1,000,800

 

 

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

 

Not Applicable

 

Item 8                                    Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9                                    Notice of Dissolution of Group

 

Not Applicable

 

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CUSIP No. 89147L704

13G

 

 

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.

 

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.

 

 

Dated: April 28, 2014

 

 

 

 

ATHENE ANNUITY & LIFE ASSURANCE COMPANY OF NEW YORK

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President, Corporate

 

 

 

 

 

ATHENE ANNUITY AND LIFE COMPANY

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President, Corporate

 

 

 

 

 

ATHENE ANNUITY & LIFE ASSURANCE COMPANY

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President, Corporate

 

 

 

 

 

ATHENE USA CORPORATION

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title:  Executive Vice President, Corporate

 

 

 

 

 

ATHENE HOLDING LTD.

 

 

 

By:

/s/ Tab Shanafelt

 

Name: Tab Shanafelt

 

Title: Chief Legal Officer and Secretary

 

19


 

CUSIP No. 89147L704

13G

 

 

 

ATHENE ASSET MANAGEMENT, L.P.

 

 

 

By:

AAM GP Ltd.

 

 

its general partner

 

 

 

 

 

By:

/s/ John Golden

 

 

Name: John Golden

 

 

Title: Executive Vice President and General Counsel

 

 

 

 

 

AAM GP LTD.

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President and General Counsel

 

 

 

 

 

APOLLO LIFE ASSET LTD.

 

 

 

By:

/s/ Cindy Michel

 

Name: Cindy Michel

 

Title: Vice President

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT, L.P.

 

 

 

By:

Apollo Capital Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Cindy Michel

 

 

Name: Cindy Michel

 

 

Title: Vice President

 

 

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT GP, LLC

 

 

 

By:

/s/ Cindy Michel

 

Name: Cindy Michel

 

Title: Vice President

 

20


 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Cindy Michel

 

 

Name: Cindy Michel

 

 

Title: Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

By:

/s/ Cindy Michel

 

Name: Cindy Michel

 

Title: Vice President

 

21


 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

 

The undersigned each acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.  This Joint Filing 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.

 

Dated: April 28, 2014

 

 

 

 

ATHENE ANNUITY & LIFE ASSURANCE COMPANY

 

OF NEW YORK

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President, Corporate

 

 

 

 

 

ATHENE ANNUITY AND LIFE COMPANY

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President, Corporate

 

 

 

 

 

ATHENE ANNUITY & LIFE ASSURANCE COMPANY

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President, Corporate

 

 

 

 

 

ATHENE USA CORPORATION

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President, Corporate

 


 

 

ATHENE HOLDING LTD.

 

 

 

By:

/s/ Tab Shanafelt

 

Name: Tab Shanafelt

 

Title: Chief Legal Officer and Secretary

 

 

 

 

 

ATHENE ASSET MANAGEMENT, L.P.

 

 

 

By:

AAM GP Ltd.

 

 

its general partner

 

 

 

 

 

By:

/s/ John Golden

 

 

Name: John Golden

 

 

Title: Executive Vice President and General Counsel

 

 

 

 

 

AAM GP LTD.

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President and General Counsel

 

 

 

 

 

APOLLO LIFE ASSET LTD.

 

 

 

By:

/s/ Cindy Michel

 

Name: Cindy Michel

 

Title: Vice President

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT, L.P.

 

 

 

By:

Apollo Capital Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Cindy Michel

 

 

Name: Cindy Michel

 

 

Title: Vice President

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT GP, LLC

 

 

 

By:

/s/ Cindy Michel

 

Name: Cindy Michel

 

Title: Vice President

 


 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Cindy Michel

 

 

Name: Cindy Michel

 

 

Title: Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

By:

/s/ Cindy Michel

 

Name: Cindy Michel

 

Title: Vice President