On May 17, 2018, at an in-person meeting, the board of directors (the “Board”) of Apollo Investment Corporation (the “Company”) approved the Second Amended and Restated Investment Advisory Management Agreement (the “New Investment Management Agreement”) between the Company and Apollo Investment Management, L.P. (the “Investment Adviser”). The New Investment Management Agreement is substantially the same as the prior investment management agreement except for the management and incentive fees, which are reduced. Beginning April 1, 2018, contractual management fee is calculated at an annual rate of 1.5% of the Company's average gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters; provided, however, the contractual management fee is calculated at an annual rate of 1.00% of the average value of our gross assets (excluding cash or cash equivalents but including other assets purchased with borrowed amounts) that exceeds the product of (i) 200% and (ii) the value of our net asset value at the end of the most recently completed calendar quarter. In addition, beginning, January 1, 2019, the incentive fee on income will be subject to a twelve-quarter lookback hurdle rate of 1.75% as opposed to a one quarter lookback. The incentive fees have otherwise effectively stayed the same. As a result, the new contractual fee rate structure will not result in higher fees (on a cumulative basis) payable to the Investment Adviser than the contractual fees payable to the Investment Adviser under the prior investment advisory management agreement (excluding current voluntary fee waivers).

The description above is only a summary of the material provisions of the New Investment Management Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions in such amendment, a copy of which is attached hereto as Exhibit 10.1.

On May 17, 2018, the Board appointed Howard Widra as a director of the Company. Mr. Widra was appointed as an interested Class I director. His term will expire at the 2020 annual meeting of stockholders of the Company at which the Class I directors stand for election.

On May 17, 2018, the Board also appointed Mr. Widra as Chief Executive Officer of the Company, effective May 21, 2018. James Zelter will no longer serve as Chief Executive Officer of the Company but will remain an Interested Director of the Company.

Mr. Widra is the President of the Company through May 21, 2018 andhas been with Apollo Global Management, LLC and/or its affiliates since 2013. He became the President of Apollo Investment Corporation in June 2016. Mr. Widra is a co-founder of MidCap Financial (“MidCap”), an $8 billion specialty finance business, and was formerly its Chief Executive Officer. Prior to MidCap, Mr. Widra was the founder and President of Merrill Lynch Capital Healthcare Finance. Prior to Merrill Lynch, Mr. Widra was President of GE Capital Healthcare Commercial Finance and held senior roles in its predecessor entities including President of Heller Healthcare Finance, and COO of Healthcare Financial Partners. Mr. Widra holds a J.D., cum laude, from the Harvard Law School and a B.A. in Economics from the University of Michigan. Mr. Widra is 49 years old.

On May 17, 2018, the Board appointed Tanner Powell as President of the Company, effective May 21, 2018.

Mr. Powell has been with Apollo Global Management, LLC since 2006 and has served as Chief Investment Officer for Apollo Investment Management, L.P., the investment adviser for the Company since June 2016. From 2004 to 2006, Mr. Powell served as an analyst in Goldman Sachs’ Principal Investment Area (PIA), concentrating on mezzanine investing. From 2002 to 2004, Mr. Powell was an analyst in the Industrials group at Deutsche Bank. Mr. Powell holds a B.A. from Princeton University.

Effective as of May 17, 2018, the Board amended and restated the Company’s bylaws (the “Fifth Amended and Restated Bylaws”) to increase the size of the Board from nine directors to ten.

A copy of the Amended and Restated Bylaws is furnished as Exhibit 3.2 to this report. The foregoing description of the Fifth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

(d) Exhibits

APOLLO INVESTMENT CORP Exhibit
EX-3.2 2 a5tharbylaws.htm EXHIBIT 3.2 Exhibit APOLLO INVESTMENT CORPORATIONFIFTH AMENDED AND RESTATED BYLAWSARTICLE IOFFICESSection 1.    PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.Section 2.    ADDITIONAL OFFICES. The Corporation may have additional offices,…
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About Apollo Investment Corporation (NASDAQ:AINV)

Apollo Investment Corporation is a closed-end, externally managed, non-diversified management investment company. The Company’s investment objective is to generate current income and capital appreciation. It invests primarily in various forms of debt investments, including secured and unsecured debt, loan investments and/or equity in private middle-market companies. It may also invest in the securities of public companies and in structured products and other investments, such as collateralized loan obligations (CLOs) and credit-linked notes (CLNs). Its portfolio also includes equity interests, such as common stock, preferred stock, warrants or options. It invests in investments in the United States secured and unsecured loans, other debt securities and equity, and may also invests a portion of the portfolio in other investment opportunities, including foreign securities and structured products. Apollo Investment Management, L.P. is the investment advisor of the Company.