APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. (NYSE:ARI) Files An 8-K Entry into a Material Definitive Agreement

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. (NYSE:ARI) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01. Entry into a Material Definitive Agreement

Underwriting Agreement

On December12, 2016, Apollo Commercial Real Estate Finance, Inc.
(the Company) entered into an underwriting
agreement (the Underwriting Agreement), by and
among the Company, ACREFI Management, LLC, the Companys external
manager (the Manager), and Merrill Lynch,
Pierce, Fenner Smith Incorporated, J.P. Morgan Securities LLC,
Citigroup Global Markets Inc. and Morgan Stanley Co. LLC (the
Underwriters). to the terms of the Underwriting
Agreement, the Company agreed to sell, and the Underwriters
agreed to purchase, subject to the terms and conditions set forth
in the Underwriting Agreement, an aggregate of 10,500,000 shares
of the Companys common stock, par value $0.01 per share (the
Shares). In addition, the Company granted to the
Underwriters a 30-day option to purchase up to an additional
1,575,000 Shares.

The public offering, expected to close on December16, 2016, will
generate net proceeds of approximately $177.9 million, after
deducting estimated transaction expenses. The Underwriting
Agreement contains customary representations, warranties and
agreements of the Company, conditions to closing, indemnification
rights and obligations of the parties and termination provisions.

The preceding description is qualified in its entirety by
reference to the underwriting agreement, a copy of which is
attached hereto as Exhibit 1.1 to this Current Report on Form 8-K
and is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement dated December12, 2016, by and among
the Company, the Manager, and Merrill Lynch, Pierce, Fenner
Smith Incorporated, J.P. Morgan Securities LLC, Citigroup
Global Markets Inc. and Morgan Stanley Co. LLC, as
representatives of the several Underwriters listed on
Schedule 1 attached thereto
5.1 Opinion of Clifford Chance US LLP regarding the legality of
the shares of common stock
8.1 Opinion of Clifford Chance US LLP regarding certain tax
matters
23.1 Consent of Clifford Chance US LLP (included in Exhibit 5.1)
23.2 Consent of Clifford Chance US LLP (included in Exhibit 8.1)


About APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. (NYSE:ARI)

Apollo Commercial Real Estate Finance, Inc. (ARI) is a real estate investment trust (REIT). The Company primarily originates, acquires, invests in and manages performing commercial first mortgage loans, subordinate financings, commercial mortgage-backed securities (CMBS) and other commercial real estate-related debt investments. These asset classes are referred to as the Company’s target assets. The Company’s principal business objective is to make investments in its target assets in order to provide risk adjusted returns to its stockholders over the long term, primarily through dividends and secondarily through capital appreciation. Its investments consist primarily of commercial mortgage loans, subordinate loans and other real estate related assets that are classified as either available-for-sale or held-to-maturity. Its targets investments that are secured by institutional quality real estate. The Company is externally managed and advised by ACREFI Management, LLC (the Manager).

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. (NYSE:ARI) Recent Trading Information

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. (NYSE:ARI) closed its last trading session up +0.26 at 17.05 with 1,377,989 shares trading hands.

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