United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Ares Dynamic Credit Allocation Fund, Inc.
(Name of Issuer)
Mandatory Redeemable Preferred Stock, no par value
(Title of Class of Securities)
Series A: 04014F2*2
Series B: 04014F3*1
Series C: 04014F4*0
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ 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. 04014F2*2; 04014F3*1; 04014F4*0 |
Schedule 13G | Page 2 of 8 |
1 | Names of Reporting Persons
The Guardian Life Insurance Company of America
| |
2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐
|
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
280,000
| |
7 | Sole Dispositive Power
0
| |
8 | Shared Dispositive Power
280,000
|
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
280,000
|
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
11 | Percent of Class Represented by Amount in Row 9
7.0%
|
12 | Type of Reporting Person
IC
|
CUSIP No. 04014F2*2; 04014F3*1; 04014F4*0 |
Schedule 13G | Page 3 of 8 |
1 | Names of Reporting Persons
HPS Investment Partners, LLC
| |
2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐
|
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
280,000
| |
7 | Sole Dispositive Power
0
| |
8 | Shared Dispositive Power
280,000
|
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
280,000
|
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
11 | Percent of Class Represented by Amount in Row 9
7.0%
|
12 | Type of Reporting Person
OO (Limited Liability Company)
|
CUSIP No. 04014F2*2; 04014F3*1; 04014F4*0 |
Schedule 13G | Page 4 of 8 |
ITEM 1. | (a) | Name of Issuer: |
Ares Dynamic Credit Allocation Fund, Inc. (the “Issuer”).
(b) | Address of Issuer’s Principal Executive Offices: |
1800 Avenue of the Stars, Suite 1400
Los Angeles, California 90067
ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
The Guardian Life Insurance Company of America (“Guardian”)
HPS Investment Partners, LLC (“HPS”)
(b) | Address or Principal Business Office: |
The business address of Guardian is 10 Hudson Yards, New York, NY 10001. The business address of HPS is 40 West 57th Street, 33rd Floor, New York, NY 10019.
(c) | Citizenship of each Reporting Person is: |
Guardian is organized under the laws of the state of New York and HPS is organized under the laws of the state of Delaware.
(d) | Title of Class of Securities: |
Mandatory Redeemable Preferred Stock, no par value.
(e) | CUSIP Number: |
Series A Mandatory Preferred Stock: 04014F2*2
Series B Mandatory Preferred Stock: 04014F3*1
Series C Mandatory Preferred Stock: 04014F4*0
ITEM 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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); |
CUSIP No. 04014F2*2; 04014F3*1; 04014F4*0 |
Schedule 13G | Page 5 of 8 |
(c) | ☒ 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) | ☒ 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) | ☐ 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 4. | Ownership. |
(a) Amount beneficially owned: 280,000
(b) Percent of class: 7.0%, based upon 4,000,000 shares or $100,000,000 in aggregate principal amount of Mandatory Redeemable Preferred Stock outstanding, which consists of (i) $20,000,000 of Series A Mandatory Preferred Stock, (ii) $30,000,000 of Series B Mandatory Preferred Stock and (iii) $50,000,000 of Series C Mandatory Preferred Stock outstanding as of June 30, 2024, as reported by the Issuer in its Certified Shareholder Report filed with the Securities and Exchange Commission on September 4, 2024.
CUSIP No. 04014F2*2; 04014F3*1; 04014F4*0 |
Schedule 13G | Page 6 of 8 |
(c) Number of shares as to which the person has:
(i) Sole power to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 280,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 280,000
The securities reported herein are held of record by Guardian. HPS, which is the investment manager of Guardian, may be deemed to share beneficial ownership of these securities.
ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
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. |
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.
CUSIP No. 04014F2*2; 04014F3*1; 04014F4*0 |
Schedule 13G | Page 7 of 8 |
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: November 14, 2024
The Guardian Life Insurance Company of America | ||
By: | /s/ Joseph Virgilio | |
Name: | Joseph Virgilio | |
Title: | Attorney-in-fact | |
HPS Investment Partners, LLC | ||
By: | /s/ Joseph Virgilio | |
Name: | Joseph Virgilio | |
Title: | Chief Compliance Officer |
CUSIP No. 04014F2*2; 04014F3*1; 04014F4*0 |
Schedule 13G | Page 8 of 8 |
LIST OF EXHIBITS
Exhibit No. | Description | |
24 | Power of Attorney. | |
99 | Joint Filing Agreement. |
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Joseph Virgilio with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:
Prepare, execute and submit to the U.S. Securities and Exchange Commission (“SEC”), for and on behalf of the undersigned, any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the attorney-in-fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), including Schedules 13D and 13G, Forms 3, 4, and 5, and Forms 144; and
Do and perform any and all acts for and on behalf of the undersigned which, in the opinion of such attorney-in-fact, may be necessary or desirable to complete and execute any such Schedule 13D or 13G, Form 3, 4, or 5, or Form 144, complete and execute any amendment or amendments thereto, and file such schedule or form with the SEC or similar authority, as may be required by law.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act or Rule 144.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and 13G, Forms 3, 4, and 5, and Forms, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 12, 2024.
The Guardian Life Insurance Company of America | ||
By: | /s/ Michael Bessel | |
Name: | Michael Bessel | |
Title: | Head of Investments Compliance |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of November 14, 2024.
The Guardian Life Insurance Company of America | ||
By: | /s/ Joseph Virgilio | |
Name: | Joseph Virgilio | |
Title: | Attorney-in-fact | |
HPS Investment Partners, LLC | ||
By: | /s/ Joseph Virgilio | |
Name: | Joseph Virgilio | |
Title: | Chief Compliance Officer |