Apollo Global Management, LLC (NYSE:APO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Underwriting Agreement
On February 28, 2017, Apollo Global Management, LLC (Apollo) and
AGM Management, LLC (the Manager) entered into an underwriting
agreement (the Underwriting Agreement) with Merrill Lynch,
Pierce, Fenner Smith Incorporated, Morgan Stanley Co. LLC, UBS
Securities LLC and Wells Fargo Securities, LLC, as
representatives of the underwriters (collectively, the
Underwriters) to issue and sell (the Offering) 10,000,000 of
Apollos 6.375% Series A Preferred Shares, with a liquidation
preference of $25.00 per share (the Series A Preferred Shares),
and, at the option of the Underwriters, up to an additional
1,500,000 Series A Preferred Shares solely to cover
over-allotments, if any. The Offering is expected to close on
March 7, 2017. The Underwriting Agreement contains certain
customary representations, warranties and agreements by Apollo,
conditions to closing, indemnification rights and obligations of
the parties and termination provisions.
The Offering is being made to a shelf registration statement on
Form S-3 (Registration No.333-211225) filed with the
Securities and Exchange Commission on May9, 2016 (the
Registration Statement), a base prospectus, dated May6, 2016,
included as part of the Registration Statement, and a prospectus
supplement, dated February 28, 2017 and filed with the Securities
and Exchange Commission on February 28, 2017. The Underwriting
Agreement is attached hereto as Exhibit 1.1 and is incorporated
herein by reference. The foregoing description of the terms of
the Underwriting Agreement is qualified in its entirety by
reference to such exhibit.
| Item8.01 | Other Events. |
On February 28,
2017, Apollo issued a press release announcing the pricing of its
previously announced offering of $250 million of its 6.375%
Series A Preferred Shares representing limited liability company
interests with a liquidation preference of $25.00 per share. In
addition, Apollo has granted the underwriters an option to
purchase up to an additional 1,500,000 Series A Preferred Shares
solely to cover over-allotments. 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 its indirect
subsidiaries, 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 XI, LLC, Apollo Principal Holdings XII, L.P.
and AMH Holdings (Cayman), L.P.
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 apply to
list the Series A Preferred Shares on the New York Stock Exchange
under the ticker symbol APOPRA
BoA Merrill Lynch, Pierce,
Fenner Smith Incorporated, Morgan Stanley Co. LLC, UBS Securities
LLC and Wells Fargo Securities, LLC are acting as joint
book-running managers for the offering, Barclays, Citigroup,
Credit Suisse, Deutsche Bank Securities, Goldman, Sachs Co., J.P.
Morgan and RBC Capital Markets are acting as joint lead managers
for the offering, and Academy Securities and Lebenthal Capital
Markets are acting as co-managers for the offering.
The information under 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.
| Item9.01 | Financial Statements and Exhibits |
(d)
Exhibits
|
Exhibit No. |
Description |
|
| Exhibit1.1 |
Underwriting Agreement, dated as of February 28, 2017, among Apollo Global Management, LLC, AGM Management, LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated, Morgan Stanley Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC |
|
| Exhibit99.1 |
Press Release of Apollo Global Management, LLC, dated February 28, 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 up +0.37 at 22.74 with 2,679,291 shares trading hands.
