| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class I common shares of beneficial interest, par value $0.01 per share |
| (b) | Name of Issuer:
Fortress Private Lending Fund |
| (c) | Address of Issuer's Principal Executive Offices:
1345 Avenue of the Americas, New York,
NEW YORK
, 10105. |
Item 1 Comment:
This Statement on Schedule 13D relates Class I common shares of beneficial interest, par value $0.01 per share (the "Common Shares"), of Fortress Private Lending Fund, a Delaware statutory trust that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the "Issuer" or the "Company"). The principal executive offices of the Issuer are located at 1345 Avenue of the Americas, New York, NY 10105. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is filed jointly by: (i) AP Fresco Aggregator, L.P. ("AP Fresco"); (ii) AP Fresco Aggregator GP, LLC ("AP Fresco GP"); (iii) Apollo Principal Holdings B, L.P. ("Principal B"); (iv) Apollo Principal Holdings B GP, LLC ("Principal B GP"); (v) MAPS Equity Holdings, LLC ("MAPS Equity"); (vi) MAPS TopCo Holdings, LLC ("MAPS TopCo"); (vii) MAPS Borrower, LLC ("MAPS Borrower");(viii) Apollo S3 Private Markets Fund ("Apollo S3"); (ix) Apollo S3 RIC Management, L.P. ("Apollo S3 RIC"); (x) Sliders Management GP, LLC ("Sliders 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"); (xiv) Apollo Management Holdings GP, LLC ("Management Holdings GP"); and (xv) APO Corp. ("APO"). The foregoing are referred to herein collectively as the "Reporting Persons."
AP Fresco and MAPS Equity each hold securities of the Issuer and are principally engaged in the business of investment in securities.
AP Fresco GP serves as the general partner of AP Fresco. Principal B is the member of AP Fresco GP and Principal B GP is the general partner of Principal B.
MAPS TopCo is the sole member of MAPS Equity and MAPS Borrower is the sole member of MAPS TopCo. Apollo S3 is the member of MAPS Borrower. Apollo S3 RIC serves as the investment manager of Apollo S3. Sliders Management is the general partner of Apollo S3 RIC and Capital Management is the sole member of Sliders Management. Capital Management GP serves as the general partner of Capital Management. Management Holdings is the manager of Capital Management GP. Management Holdings GP serves as the general partner of Management Holdings.
APO is the sole member of each of Principal B GP and Management Holdings GP. |
| (b) | The address of the principal office of each of the Reporting Persons is 9 West 57th Street, 41st Floor, New York, NY 10019. |
| (c) | Attached as Appendix A to Item 2 is information concerning the executive officers, managers and directors of APO Corp. as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. |
| (d) | None of the Reporting Persons nor any of the persons or entities referred to in Appendix A to Item 2 have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| (e) | None of the Reporting Persons nor any of the persons or entities referred to in Appendix A to Item 2 have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Citizenship:
AP Fresco Delaware
AP Fresco GP Delaware
Principal B Delaware
Principal B GP Delaware
MAPS Equity Delaware
MAPS TopCo Delaware
MAPS Borrower Delaware
Apollo S3 Delaware
Apollo S3 RIC Delaware
Sliders Management Delaware
Capital Management Delaware
Capital Management GP Delaware
Management Holdings Delaware
Management Holdings GP Delaware
APO Delaware |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The information set forth in Items 4 and 6 hereof is hereby incorporated by reference into this Item 3.
On July 17, 2025, the Issuer issued a capital call notice to certain investors that have committed to purchase Common Shares. Pursuant to such capital call notice, each of AP Fresco and MAPS Equity were obligated to make capital contribution of $165,000,000 and $15,000,000 respectively, and on August 20, 2025 the Issuer issued 6,606,805.7 Common Shares and 600,618.7 Common Shares to AP Fresco and MAPS Equity, respectively. The source of funds for such purchase was working capital. |
| Item 4. | Purpose of Transaction |
| | All of the securities that are held by AP Fresco and MAPS Equity and that may be deemed to be beneficially owned by the Reporting Persons, as reported herein, were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time, to acquire additional ordinary shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the ordinary shares or other securities of the Issuer, if any, beneficially owned by them, in each case in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
Except as described above, none of the Reporting Persons currently has any other plans or proposals that would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding such matters. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Information in Rows 7 to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5(a) by reference. The aggregate beneficial ownership of the Common Stock held by the Reporting Persons is as follows:
Sole Voting Power 0
Shared Voting Power 7,207,424.4
Sole Dispositive Power 0
Shared Dispositive Power 7,207,424.4
The Reporting Persons' aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 23.6%, based on a total of 30,501,210 shares of Common Stock outstanding as of August 20, 2025, as reported in the Issuer's Form 8-K filed on August 20, 2025.
Each of the entities listed above other than AP Fresco and MAPS Equity 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. |
| (b) | Information in Rows 7 to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5(b) by reference. |
| (c) | Except as described above and in Items 4 and 6 of this Schedule 13D, which information is incorporated herein by reference, none of the Reporting Persons has effected any transactions of the ordinary shares during the 60 days preceding the date of this Schedule 13D. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Items 3 and 4 hereof is hereby incorporated by reference into this Item 6.
On February 14, 2025, AP Fresco and MAPS Equity each entered into a subscription agreement with the Issuer whereby AP Fresco committed to purchase up to $165,000,000.00 of Common Shares, of which $165,000,000 representing 6,606,805.7 Common Shares, have been purchased as of the date hereof, and MAPS Equity committed to purchase up to $15,000,000.00 of Common Shares, of which $15,000,000, representing 600,618.7 Common Shares, have been purchased as of the date hereof. Pursuant to the subscription agreement, Common Shares will be purchased upon the Issuer's delivery of a capital drawdown notice to Offshore Investor. In addition, AP Fresco and MAPS Equity also agreed via a side letter that in the event either entity owns, controls or holds the power to vote 25% or more of the outstanding shares of the Issuer, AP Fresco and MAPS Equity forgo and waive any voting rights it has with respect to its Common Shares of the Issuer to the extent that the voting rights equal or exceed 25% of the voting rights of the shareholders of the Issuer. The parties also agreed to most favored nation protections and resale registration rights to the extent the Common Shares become listed for trading on a national securities exchange.
On April 1, 2025, AP Fresco entered into an agreement with the Issuer, which provided that in the event that AP Fresco owns, controls or holds the power to vote 5% or more of the Issuer's outstanding shares, AP Fresco foregoes and waives any voting rights it has in respect of the shares to the extent the voting rights of the equal or exceed 5% of the voting rights of the shareholders of the Issuer (the "waiver letter").
For purposes of the agreements described above, "voting rights" are those rights deemed to be the equivalent to the right to vote for the election or removal of a director under applicable interpretations of the term "voting security" under the Investment Company Act of 1940 (the "1940 Act"). Matters that are presented to AP Fresco and MAPS Equity in connection with voting and consent rights afforded to the shareholders of the Issuer under the operative documents of the Issuer that do not constitute voting rights under the 1940 Act are not subject to the waiver.
Except as referenced above or described in Items 3 and 4 hereof, there are no other contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Issuer.
The foregoing description of the subscription agreement, side letter and the waiver letter set forth in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the full text of the form of subscription agreement, the side letter and the waiver letter, which are filed as Exhibit A, Exhibit B and Exhibit C hereto, respectively, and incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A: Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Issuer's Registration Statement on Form 10 filed on July 23, 2025).
Exhibit B: Side Letter dated February 14, 2025
Exhibit C: Waiver Letter dated April 1, 2025
Exhibit D: Joint Filing Agreement. |
