UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 89148J203

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
250,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
250,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
250,000

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)
5.0%

12.

Type of Reporting Person (See Instructions)
IC

CUSIP No. 89148J203

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
250,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
250,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
250,000

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)
5.0%

12.

Type of Reporting Person (See Instructions)
HC

CUSIP No. 89148J203

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
250,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
250,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
250,000

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)
5.0%

12.

Type of Reporting Person (See Instructions)
HC

CUSIP No. 89148J203

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
450,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
450,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
450,000

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)
9.0%

12.

Type of Reporting Person (See Instructions)
IA

CUSIP No. 89148J203

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
450,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
450,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
450,000

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)
9.0%

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 89148J203

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
450,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
450,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
450,000

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)
9.0%

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 89148J203

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
450,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
450,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
450,000

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)
9.0%

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 89148J203

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
450,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
450,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
450,000

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)
9.0%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 89148J203

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
450,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
450,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
450,000

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)
9.0%

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 89148J203

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
450,000

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
450,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
450,000

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)
9.0%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 89148J203

13G

Item 1

(a)

Name of Issuer
Tortoise Energy Capital 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 (“Athene Annuity”); (ii) Athene USA Corporation (formerly known as Aviva USA Corporation, “AUSA”); (iii) Athene Holding Ltd. (“Athene Holding”); (iv) Athene Asset Management, L.P. (“AAM”); (v) AAM GP Ltd. (“AAM GP”); (vi) Apollo Life Asset Ltd. (“Apollo Life”); (vii) Apollo Capital Management, L.P. (“Capital Management”); (viii) Apollo Capital Management GP, LLC (“Capital Management GP”); (ix) Apollo Management Holdings, L.P. (“Management Holdings”); and (x) Apollo Management Holdings GP, LLC (“Management Holdings GP”).  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 Annuity holds shares of the Mandatory Redeemable Preferred C Stock (“Preferred C Stock”) of the Issuer.  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 pursuant to an investment management agreement between AAM and Athene Annuity.  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.  The number of shares reported as beneficially owned by AAM includes 200,000 shares of the Issuer’s Preferred C Stock held by other unaffiliated insurers for which AAM serves as an investment manager pursuant to an investment management agreement.  These shares are therefore also included in the shares shown as beneficially owned by Capital Management, Capital Management GP, Holdings and Holdings GP in section (a) of Item 4, and sections (b) and (c) of Item 4 below.

Athene Annuity acquired the 250,000 shares of the Issuer’s Preferred C Stock held by it on April 12, 2012.  AUSA was acquired by Athene Holding on October 2, 2013, after the acquisition of the shares of Preferred C Stock shares by Athene Annuity.

CUSIP No. 89148J203

13G

Athene Annuity disclaims beneficial ownership of all shares of Preferred C Stock included in this report that are not held of record by Athene Annuity, and 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, each disclaim beneficial ownership of all shares of Preferred C 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 Annuity is 400 Brookfield Parkway, Greenville, South Carolina 29607.  The address of 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:

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

(d)

Title of Class of Securities:
Mandatory Redeemable Preferred C Stock

(e)

CUSIP Number:
89148J203

CUSIP No. 89148J203

13G

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 (15 U.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:

250,000

Athene USA Corporation:

250,000

Athene Holding Ltd.:

250,000

Athene Asset Management, L.P.:

450,000

AAM GP Ltd.:

450,000

Apollo Life Asset Ltd.:

450,000

Apollo Capital Management, L.P.:

450,000

Apollo Capital Management GP, LLC:

450,000

Apollo Management Holdings, L.P.:

450,000

Apollo Management Holdings GP, LLC:

450,000

(b)

Percent of class:

Athene Annuity & Life Assurance Company:

5.0%

Athene USA Corporation:

5.0%

Athene Holding Ltd.:

5.0%

Athene Asset Management, L.P.:

9.0%

AAM GP Ltd.:

9.0%

Apollo Life Asset Ltd.:

9.0%

Apollo Capital Management, L.P.:

9.0%

Apollo Capital Management GP, LLC:

9.0%

Apollo Management Holdings, L.P.:

9.0%

Apollo Management Holdings GP, LLC:

9.0%

Calculation of percentage of beneficial ownership is based on 5,000,000 outstanding shares of the Issuer’s Preferred C Stock as of August 31, 2012, as reported by the Issuer on its Form N-30B-2 filed on October 24, 2012.

CUSIP No. 89148J203

13G

(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 Preferred C Stock.

(ii)

Shared power to vote or to direct the vote:

Athene Annuity & Life Assurance Company:

250,000

Athene USA Corporation:

250,000

Athene Holding Ltd.:

250,000

Athene Asset Management, L.P.:

450,000

AAM GP Ltd.:

450,000

Apollo Life Asset Ltd.:

450,000

Apollo Capital Management, L.P.:

450,000

Apollo Capital Management GP, LLC:

450,000

Apollo Management Holdings, L.P.:

450,000

Apollo Management Holdings GP, LLC:

450,000

(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 Preferred C Stock.

(iv)

Shared power to dispose or to direct the disposition of:

Athene Annuity & Life Assurance Company:

250,000

Athene USA Corporation:

250,000

Athene Holding Ltd.:

250,000

Athene Asset Management, L.P.:

450,000

AAM GP Ltd.:

450,000

Apollo Life Asset Ltd.:

450,000

Apollo Capital Management, L.P.:

450,000

Apollo Capital Management GP, LLC:

450,000

Apollo Management Holdings, L.P.:

450,000

Apollo Management Holdings GP, LLC:

450,000

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   o

Item 6

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

CUSIP No. 89148J203

13G

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

CUSIP No. 89148J203

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.

Dated: April 28, 2014

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

CUSIP No. 89148J203

13G

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

Dated: April 28, 2014

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