SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on December 14, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
MFA FINANCIAL, INC. |
(Name of Issuer) |
|
Common stock, par value $0.01 per share |
(Title of Class of Securities) |
|
55272X102 |
(CUSIP Number) |
|
John F. Hartigan, Esq. |
Morgan, Lewis & Bockius LLP |
300 S. Grand Avenue, 22nd Floor |
Los Angeles, CA 90071 |
(213) 612-2500 |
(Name, Address and Telephone Number of Person Authorized |
|
December 10, 2020 |
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
* 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. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Athene Annuity and Life Company | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
8,889,385.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
8,889,385.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,889,385.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% | ||
14 |
TYPE OF REPORTING PERSON
CO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Athene Annuity & Life Assurance Company | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
CO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Athene USA Corporation | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
CO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Athene Life Re Ltd. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
8 |
SHARED VOTING POWER
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
CO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Athene Holding Ltd. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
8 |
SHARED VOTING POWER
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
CO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Apollo Insurance Solutions Group LP | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
AISG GP Ltd. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
OO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Apollo Life Asset, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Apollo Life Asset GP, LLC | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
OO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Apollo Capital Management, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Apollo Capital Management GP, LLC | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
OO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Apollo Management Holdings, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Apollo Management Holdings GP, LLC | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
11,111,731.50 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
11,111,731.50 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,111,731.50 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
14 |
TYPE OF REPORTING PERSON
OO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Omaha Equity Aggregator, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
8,333,799 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
8,333,799 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,799 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% | ||
14 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
AP Omaha Advisors, LLC | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
8,333,799 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
8,333,799 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,799 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% | ||
14 |
TYPE OF REPORTING PERSON
OO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Apollo Hybrid Value Advisors, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
8,333,799 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
8,333,799 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,799 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% | ||
14 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Apollo Hybrid Value Capital Management, LLC | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
8,333,799 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
8,333,799 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,799 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% | ||
14 |
TYPE OF REPORTING PERSON
OO | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
APH Holdings, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
8,333,799 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
8,333,799 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,799 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% | ||
14 |
TYPE OF REPORTING PERSON
PN | ||
CUSIP No. 55272X102 | |||
1 |
NAME OF REPORTING PERSONS
Apollo Principal Holdings III GP, Ltd. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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) o
| ||
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
8,333,799 | ||
9 |
SOLE DISPOSITIVE POWER
| ||
10 |
SHARED DISPOSITIVE POWER
8,333,799 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,799 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% | ||
14 |
TYPE OF REPORTING PERSON
CO | ||
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 |
|
0 |
Shared Voting Power |
|
19,445,530.5 |
Sole Dispositive Power |
|
0 |
Shared Dispositive Power |
|
19,445,530.5 |
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.
(c) The following Reporting Persons effected the following transactions during the past 60 days:
Date |
|
Reporting |
|
Transaction |
|
Aggregate |
|
Method |
| |
12/10/2020 |
|
Apollo Purchaser |
|
Sale of Warrants exercisable for an aggregate of 13,889,665 Warrant Shares |
|
$ |
27,057,067.42 |
|
Pursuant to Purchase and Sale Agreement, dated as of Dec. 10, 2020, by and among the Issuer, Apollo Purchaser, AAIA, and AADE |
|
12/10/2020 |
|
AAIA |
|
Sale of Warrants exercisable for an aggregate of 2,963,128.50 Warrant Shares |
|
$ |
5,274,368.73 |
|
| |
12/10/2020 |
|
AADE |
|
Sale of Warrants exercisable for an aggregate of 740,782 Warrant Shares |
|
$ |
1,318,591.96 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
12/3/2020 |
|
Apollo Purchaser |
|
Sale of 759,012 shares of Common Stock |
|
$ |
2,883,955.93 |
|
Open market transaction |
|
12/3/2020 |
|
AAIA |
|
Sale of 355,809 shares of Common Stock |
|
$ |
1,350,065.66 |
|
| |
12/3/2020 |
|
AADE |
|
Sale of 150,199 shares of Common Stock |
|
$ |
572,571.62 |
|
| |
12/2/2020 |
|
AAIA |
|
Sale of 244,987 shares of Common Stock |
|
$ |
921,763.59 |
|
| |
12/2/2020 |
|
Apollo Purchaser |
|
Sale of 367,481 shares of Common Stock |
|
$ |
1,382,647.26 |
|
|
(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 |
|
Description |
Exhibit E |
|
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 |
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: December 14, 2020
|
ATHENE ANNUITY AND LIFE COMPANY | |||
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| ||
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By: |
Apollo Insurance Solutions Group LP, | ||
|
|
its investment adviser | ||
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| ||
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By: |
AISG GP Ltd., | |
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its general partner | |
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By: |
/s/ Matthew S. OMara |
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Matthew S. OMara |
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Authorized Signatory |
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ATHENE ANNUITY & LIFE ASSURANCE COMPANY | |||
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By: |
Apollo Insurance Solutions Group LP, | ||
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its investment adviser | ||
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By: |
AISG GP Ltd., | |
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|
its general partner | |
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By: |
/s/ Matthew S. OMara |
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Matthew S. OMara |
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Authorized Signatory |
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|
ATHENE USA CORPORATION | |||
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By: |
Apollo Insurance Solutions Group LP, | ||
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|
its investment adviser | ||
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By: |
AISG GP Ltd., | |
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|
its general partner | |
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By: |
/s/ Matthew S. OMara |
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Matthew S. OMara |
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Authorized Signatory |
|
ATHENE LIFE RE LTD. | |||
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By: |
Apollo Insurance Solutions Group LP, | ||
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|
its investment adviser | ||
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By: |
AISG GP Ltd., | |
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|
its general partner | |
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By: |
/s/ Matthew S. OMara |
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|
Matthew S. OMara |
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Authorized Signatory |
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|
ATHENE HOLDING LTD. | |||
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By: |
Apollo Insurance Solutions Group LP, | ||
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its investment adviser | ||
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By: |
AISG GP Ltd., | |
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|
its general partner | |
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By: |
/s/ Matthew S. OMara |
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|
Matthew S. OMara |
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Authorized Signatory |
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APOLLO INSURANCE SOLUTIONS GROUP LP | |||
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By: |
AISG GP Ltd., | ||
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its general partner | ||
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By: |
/s/ Matthew S. OMara | |
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|
Matthew S. OMara | |
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Authorized Signatory | |
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AISG GP LTD. | |||
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By: |
/s/ Matthew S. OMara | ||
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|
Matthew S. OMara | ||
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Authorized Signatory | ||
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APOLLO LIFE ASSET, L.P. | |||
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By: |
Apollo Life Asset GP, LLC, | ||
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its general partner | ||
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By: |
/s/ William B. Kuesel | |
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William B. Kuesel | |
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Vice President |
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APOLLO LIFE ASSET GP, LLC | ||||
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| |
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By: |
/s/ William B. Kuesel | |||
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William B. Kuesel | |||
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Vice President | |||
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APOLLO CAPITAL MANAGEMENT, L.P. | ||||
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By: |
Apollo Capital Management GP, LLC, | |||
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its general partner | |||
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By: |
/s/ William B. Kuesel | ||
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William B. Kuesel | ||
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Vice President | ||
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APOLLO CAPITAL MANAGEMENT GP, LLC | ||||
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By: |
/s/ William B. Kuesel | |||
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|
William B. Kuesel | |||
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Vice President | |||
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APOLLO MANAGEMENT HOLDINGS, L.P. | ||||
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By: |
Apollo Management Holdings GP, LLC, | |||
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its general partner | |||
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| |
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By: |
/s/ William B. Kuesel | ||
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|
William B. Kuesel | ||
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Vice President | ||
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APOLLO MANAGEMENT HOLDINGS GP, LLC | ||||
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By: |
/s/ William B. Kuesel | |||
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William B. Kuesel | |||
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Vice President | |||
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OMAHA EQUITY AGGREGATOR, L.P. | ||||
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By: |
AP Omaha Advisors, LLC, | |||
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its general partner | |||
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By: |
Apollo Hybrid Value Advisors, L.P., | ||
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its sole member | ||
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By: |
Apollo Hybrid Value Capital Management, LLC, | |
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its general partner | |
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By: |
/s/ Joseph D. Glatt |
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Joseph D. Glatt |
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Vice President |
|
AP OMAHA ADVISORS, LLC | |||
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By: |
Apollo Hybrid Value Advisors, L.P., | ||
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its sole member | ||
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By: |
Apollo Hybrid Value Capital Management, LLC, | |
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its general partner | |
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By: |
/s/ Joseph D. Glatt |
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|
Joseph D. Glatt |
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Vice President |
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APOLLO HYBRID VALUE ADVISORS, L.P. | |||
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By: |
Apollo Hybrid Value Capital Management, LLC, | ||
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|
its general partner | ||
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| ||
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By: |
/s/ Joseph D. Glatt | |
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|
Joseph D. Glatt | |
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Vice President | |
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APOLLO HYBRID VALUE CAPITAL MANAGEMENT, LLC | |||
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By: |
/s/ Joseph D. Glatt | ||
|
|
Joseph D. Glatt | ||
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Vice President | ||
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|
APH HOLDINGS, L.P. | |||
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By: |
Apollo Principal Holdings III GP, Ltd., | ||
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|
its general partner | ||
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By: |
/s/ William B. Kuesel | |
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|
William B. Kuesel | |
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|
Vice President | |
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|
APOLLO PRINCIPAL HOLDINGS III GP, LTD. | |||
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By: |
/s/ William B. Kuesel | ||
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|
William B. Kuesel | ||
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|
Vice President |