SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Diameter Credit Co (Name of Issuer) |
Common shares of beneficial interest, par value $0.001 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
Erin E. Martin, Esq. Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW Washington, DC, 20004-2541 (202) 739-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/17/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 000000000 |
1 |
Name of reporting person
APO Corp. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,547,379.05 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
20.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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CUSIP No. | 000000000 |
1 |
Name of reporting person
AP DLF Offshore Investor, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,547,379.05 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
20.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 000000000 |
1 |
Name of reporting person
Apollo Principal Holdings B, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,547,379.05 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
20.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 000000000 |
1 |
Name of reporting person
Apollo Principal Holdings B GP, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
8,547,379.05 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
20.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common shares of beneficial interest, par value $0.001 per share | |
(b) | Name of Issuer:
Diameter Credit Co | |
(c) | Address of Issuer's Principal Executive Offices:
55 Hudson Yards, 29th Floor, New York,
NEW YORK
, 10001. | |
Item 1 Comment:
Schedule 13D/A
Amendment No. 3
The information in this Amendment No. 3 to Schedule 13D (this "Third Amendment" or this "13D/A") amends and supplements the Schedule 13D (the "Original Schedule 13D") filed with the U.S. Securities and Exchange Commission (the "SEC") by AP DLF Offshore Investor, L.P. ("Offshore Investor") and the other Reporting Persons therein described on March 13, 2024, relating to the common shares of beneficial interest, par value $0.001 per share (the "Common Shares"), of Diameter Credit Company (the "Issuer"), as amended by Amendment No. 1 thereto filed on April 24, 2024 and Amendment No. 2 thereto filed on July 31, 2024 (as amended, the "Schedule 13D").
Except as set forth herein, the Schedule 13D remains unmodified. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:
(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 ordinary shares by the Reporting Persons is as follows:
Sole Voting Power 0
Shared Voting Power 8,547,379.05
Sole Dispositive Power 0
Shared Dispositive Power 8,547,379.05
The Reporting Persons' aggregate percentage beneficial ownership is based on 41,914,845.69 shares of Common Shares outstanding as of September 17, 2025, based on information received from the Issuer.
Each of the entities listed above other than Offshore Investor disclaims beneficial ownership of any shares of the ordinary shares owned of record by Offshore Investor, except to the extent of any pecuniary interest therein, and the filing of this Schedule 13D 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. | |
(c) | The Reporting Persons effected the following transaction of Common Shares during the past sixty days: on July 14, 2025, the Issuer issued a capital call notice to certain investors that have committed to purchase Common Shares. Pursuant to such capital call notice, Offshore Investor was obligated to make a capital contribution of $21,000,000.00 on July 28, 2025, and the Issuer issued 768,708.34 Common Shares to Offshore Investor on such date. The sources of funds for such purchase was working capital. On September 3, 2025, the Issuer issued a capital call notice to certain investors that have committed to purchase Common Shares. Pursuant to such capital call notice, Offshore Investor was obligated to make a capital contribution of $24,500,000.00 on September 17, 2025, and the Issuer issued 883,965.66 Common Shares to Offshore Investor on such date. The source of funds for such purchase was working capital. | |
(d) | (d) & (e) Not applicable. |
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.
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