Apollo Global Management, LLC (NYSE:APO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
The information set forth below under Item 3.03 of this Current
Report on Form 8-K is hereby incorporated by reference into this
Item 1.01.
| Item3.03 |
Material Modification to Rights of Security Holders. |
On March7, 2017, Apollo Global Management, LLC (Apollo) issued
11,000,000 6.375% Series A Preferred Shares (the Series A
Preferred Shares) to a previously announced, underwritten public
offering. In connection with the issuance of the Series A
Preferred Shares, Apollo amended its Amended and Restated Limited
Liability Company Agreement on March7, 2017 (the Second Amended
and Restated Limited Liability Company Agreement) to create and
fix the rights, preferences and powers of the Series A Preferred
Shares. Also, in connection with the issuance of the Series A
Preferred Shares, on March 7, 2017, (i) the limited partnership
agreements of Apollo Principal Holdings I, L.P., Apollo Principal
Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo
Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P.,
Apollo Principal Holdings VI, L.P., Apollo Principal Holdings
VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal
Holdings IX, L.P., Apollo Principal Holdings X, L.P, Apollo
Principal Holdings XII, L.P. and AMH Holdings (Cayman), L.P. and
(ii) the limited liability company agreement of Apollo Principal
Holdings XI, LLC (such entities, collectively, the Apollo
Operating Group) were amended to provide for preferred interests
with economic terms designed to mirror those of the Series A
Preferred Shares.
When, as and if declared by the manager of Apollo, distributions
on the Series A Preferred Shares will be payable quarterly on
March15, June15, September15 and December15 of each year,
beginning on June15, 2017, at a rate per annum equal to 6.375%.
Distributions on the Series A Preferred Shares are
non-cumulative.
Subject to certain exceptions, unless distributions have been
declared and paid or declared and set apart for payment on the
Series A Preferred Shares for a quarterly distribution period,
during the remainder of that distribution period, Apollo may not
declare or pay or set apart payment for distributions on any
Junior Shares (as defined in the Second Amended and Restated
Limited Liability Company Agreement) for the remainder of that
distribution period and Apollo may not repurchase any Junior
Shares. These restrictions are not applicable during the initial
distribution period, which is the period from March7, 2017, the
original issue date, to but excluding June15, 2017.
The Series A Preferred Shares may be redeemed at Apollos option,
in whole or in part, at any time on or after March15, 2022 at a
price of $25.00 per Series A Preferred Share, plus declared and
unpaid distributions to, but excluding, the redemption date,
without payment of any undeclared distributions. Holders of
Series A Preferred Shares will have no right to require the
redemption of the Series A Preferred Shares.
If a Change of Control Event or a Tax Redemption Event (each as
defined in the Second Amended and Restated Limited Liability
Company Agreement) occurs prior to March15, 2022, the Series A
Preferred Shares may be redeemed at Apollos option, in whole but
not in part, upon
at least 30 days notice, within 60 days of the occurrence of such
Change of Control Event or such Tax Redemption Event, as
applicable, at a price of $25.25 per Series A Preferred Share,
plus declared and unpaid distributions to, but excluding, the
redemption date, without payment of any undeclared distributions.
If (i)a Change of Control Event occurs (whether before, on or
after March15, 2022) and (ii)Apollo does not give notice prior to
the 31st day following the Change of Control Event to redeem all
the outstanding Series A Preferred Shares, the distribution rate
per annum on the Series A Preferred Shares will increase by
5.00%, beginning on the 31st day following such Change of Control
Event.
The description of the terms of the Series A Preferred Shares in
this Item 3.03 is qualified in its entirety by reference to the
Second Amended and Restated Limited Liability Company Agreement
and the form of 6.375% Series A Preferred Share Certificate,
which are included as Exhibits 3.1 and 4.1, respectively, to this
Current Report on Form 8-K and are incorporated by
reference herein.
The description of
the terms of the amendments to the operating agreements of the
members of the Apollo Operating Group in this Item 3.03 is
qualified in its entirety by reference to the amendments, each of
which will be filed as an exhibit to Apollos Form 10-Q report for
the fiscal quarter ending March 31, 2017.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information
set forth above under Item 3.03 of this Current Report on Form
8-K is hereby incorporated by reference into this Item
5.03.
| Item8.01 | Other Events. |
| A. | Closing Press Release |
On March7, 2017,
Apollo issued a press release announcing the closing of its
previously announced offering of Series A Preferred Shares
representing limited liability company interests with a
liquidation preference of $25.00 per share. The offering amounted
to 11,000,000 Series A Preferred Shares for gross proceeds of
$275 million, including 1,000,000 of Series A Preferred Shares
sold to the over-allotment option granted by Apollo to the
underwriters. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
Apollo intends to
contribute the net proceeds from the sale of the Series A
Preferred Shares for general corporate purposes to the Apollo
Operating Group.
Distributions on
the Series A Preferred Shares, when and if declared by the
Manager, will be paid quarterly and are non-cumulative.
Apollo intends to
list the Series A Preferred Shares on the New York Stock Exchange
under the ticker symbol APOPR A
Merrill Lynch,
Pierce, Fenner Smith Incorporated, Morgan Stanley Co. LLC, UBS
Securities LLC and Wells Fargo Securities, LLC acted as joint
book-running managers for the offering, Barclays Capital Inc.,
Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC, Deutsche Bank Securities Inc., Goldman, Sachs Co., J.P.
Morgan Securities LLC and RBC Capital Markets, LLC acted as joint
lead managers for the offering, and Academy Securities, Inc. and
Lebenthal Co. LLC acted as co-managers for the
offering.
The information under the
heading A. Closing Press Release of this Item 8.01, including
Exhibit 99.1, is deemed furnished and not filed under Section18
of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liability of that section, and
shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such
filing.
| B. | Legal Opinions |
Apollo is filing the opinion
of its counsel, Paul, Weiss, Rifkind, Wharton Garrison LLP,
relating to the legality of the issuance and sale of the Series A
Preferred Shares, as Exhibit 5.1 hereto. Exhibit 5.1 is
incorporated herein by reference and into the Registration
Statement.
Apollo is filing the opinion
of its counsel, Paul, Weiss, Rifkind, Wharton Garrison LLP, with
respect to tax matters concerning the Series A Preferred Shares,
as Exhibit 8.1 hereto. Exhibit 8.1 is incorporated herein by
reference and into the Registration Statement.
| Item9.01 | Financial Statements and Exhibits |
(d)
Exhibits
|
Exhibit No. |
Description |
|
| Exhibit3.1 |
Second Amended and Restated Limited Liability Company Agreement of Apollo Global Management, LLC, dated March7, 2017 |
|
| Exhibit 4.1 | Form of 6.375% Series A Preferred Share Certificate | |
| Exhibit 5.1 | Opinion of Paul, Weiss, Rifkind, Wharton Garrison LLP | |
| Exhibit 8.1 |
Opinion of Paul, Weiss, Rifkind, Wharton Garrison LLP regarding certain tax matters |
|
| Exhibit23.1 |
Consent of Paul, Weiss, Rifkind, Wharton Garrison LLP (included as part of Exhibit 5.1) |
|
| Exhibit 23.2 |
Consent of Paul, Weiss, Rifkind, Wharton Garrison LLP (included as part of Exhibit 8.1) |
|
| Exhibit 99.1 |
Press Release of Apollo Global Management, LLC, dated March7, 2017 |
The information in this
Current Report on Form 8-K, including Exhibit 99.1, may contain
forward looking statements that are within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These statements
include, but are not limited to, discussions related to Apollos
expectations regarding the performance of its business, its
liquidity and capital resources and the other non-historical
statements in the discussion and analysis. These forward-looking
statements are based on managements beliefs, as well as
assumptions made by, and information currently available to,
management. When used in this Current Report on Form 8-K, the
words believe, anticipate, estimate, expect, intend and similar
expressions are intended to identify forward-looking statements.
Although management believes that the expectations reflected in
these forward-looking statements are reasonable, it can give no
assurance that these expectations will prove to have been
correct. These statements are subject to certain risks,
uncertainties and assumptions, including risks relating to our
dependence on certain key personnel, our ability to raise new
private equity, credit or real estate funds, market conditions,
generally, our ability to manage our growth, fund performance,
changes in our regulatory environment and tax status, the
variability of our revenues, net income and cash flow, our use of
leverage to finance our businesses and investments by our funds
and litigation risks, among others. We believe these factors
include but are not limited to those described under the section
entitled Risk Factors in Apollos annual report on Form 10-K for
the fiscal year ended December31, 2016, filed with the Securities
and Exchange Commission (the SEC) on February13, 2017, as such
factors may be updated from time to time in our periodic filings
with the SEC, which are accessible on the SECs website at
www.sec.gov. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary
statements that are included in this Current Report on Form 8-K
and in other filings. We undertake no obligation to publicly
update or review any forward-looking statements, whether as a
result of new information, future developments or otherwise,
except as required by applicable law. This Current Report on Form
8-K does not constitute an offer of Apollo or any Apollo
fund.
About Apollo Global Management, LLC (NYSE:APO)
Apollo Global Management, LLC (Apollo) is an alternative investment manager in private equity, credit and real estate. The Company raises, invests and manages funds on behalf of pension, endowment and sovereign wealth funds, as well as other institutional and individual investors. The Company operates through three segments: Private equity, Credit and Real estate. The Private equity segment invests in control equity and related debt instruments, convertible securities and distressed debt instruments. The Credit segment invests in non-control corporate and structured debt instruments, including performing, stressed and distressed instruments across the capital structure. The Real estate segment invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt, including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities. Apollo Global Management, LLC (NYSE:APO) Recent Trading Information
Apollo Global Management, LLC (NYSE:APO) closed its last trading session down -0.15 at 22.75 with 1,436,225 shares trading hands.
