Apollo Upsizes and Prices Offering of Mandatory Convertible Preferred Stock
NEW YORK, Aug. 08, 2023 (GLOBE NEWSWIRE) -- Apollo Global Management, Inc. (NYSE: APO) (the “Issuer,” and together with its consolidated subsidiaries, “Apollo”) today announced that it has priced an offering of $1,250.0 million (25,000,000 shares) of its 6.75% Series A Mandatory Convertible Preferred Stock, par value $0.00001 per share (the “Mandatory Convertible Preferred Stock”) at a price to the public and liquidation preference of $50.00 per share. The offering was upsized from the previously announced size of $1,000.0 million (20,000,000 shares). The underwriters have a 30-day option to purchase up to an additional $187.5 million (3,750,000 shares) of Mandatory Convertible Preferred Stock solely to cover over-allotments, if any. The offering is expected to close on August 11, 2023, subject to customary closing conditions.
The net proceeds from the Mandatory Convertible Preferred Stock offering will be approximately $1,219 million (or approximately $1,402 million if the underwriters exercise their option to purchase additional shares in full), after deducting underwriting discounts but before offering expenses. Apollo intends to use the net proceeds from the offering to accelerate its Retirement Services growth, helping Athene capitalize on attractive opportunities available in the current market environment.
Unless earlier converted at the option of the holders, each share of Mandatory Convertible Preferred Stock will automatically convert on July 31, 2026 (subject to postponement for certain market disruption events) into between 0.5052 and 0.6062 shares of Apollo's common stock, subject to certain customary anti-dilution adjustments. The number of shares of common stock issuable upon conversion will be determined based on the average volume-weighted average price (VWAP) per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding July 31, 2026.
Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by Apollo's board of directors, at an annual rate of 6.75% on the liquidation preference of $50.00 per share. If declared, these dividends will be paid in cash, in shares of common stock or in a combination of cash and shares of common stock, at Apollo's election, subject to certain limitations, on January 31, April 30, July 31 and October 31 of each year, commencing on October 31, 2023 and continuing to, and including, July 31, 2026.
Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as global coordinators and joint book-running managers for the offering. Barclays, Citigroup, J.P. Morgan, UBS Investment Bank, RBC Capital Markets and Apollo Global Securities, LLC are acting as joint book-running managers for the offering. Academy Securities, Inc., Blaylock Van, LLC, BMO Capital Markets, BNP PARIBAS, BofA Securities, Drexel Hamilton, Mizuho, MUFG, Siebert Williams Shank, SMBC Nikko, SOCIETE GENERALE and US Bancorp are acting as co-managers for the offering.
The offering is being made pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission (the “SEC”). The offering is being made by means of a prospectus and related preliminary prospectus supplement only. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting the global coordinators and joint book-running managers: Goldman Sachs & Co. LLC, via telephone: (866) 471-2526 or (212) 902-1171, facsimile: (212) 902-9316, email: prospectus-ny@ny.email.gs.com, or standard mail: Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, email: prospectus@morganstanley.com, telephone: (866) 718-1649; or Wells Fargo Securities, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (833) 690-2713 or email a request to cmclientsupport@wellsfargo.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the Mandatory Convertible Preferred Stock or any other securities, and shall not constitute an offer, solicitation or sale of the Mandatory Convertible Preferred Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Forward-Looking Statements
In this press release, references to “Apollo,” “we,” “us,” “our” and the “Company” refer collectively to Apollo Global Management, Inc. and its subsidiaries, or as the context may otherwise require. This press release 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 Apollo’s expectations regarding the completion of, and the use of proceeds from, the sale of the Mandatory Convertible Preferred Stock, 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 management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this press release, the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “target” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words or 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 inflation, market conditions and interest rate fluctuations generally, the impact of COVID-19, the impact of energy market dislocation, our ability to manage our growth, our ability to operate in highly competitive environments, the performance of the funds we manage, our ability to raise new funds, the variability of our revenues, earnings and cash flow, the accuracy of management’s assumptions and estimates, our dependence on certain key personnel, our use of leverage to finance our businesses and investments by the funds we manage, the ability of Athene Holding Limited (“Athene”) to maintain or improve financial strength ratings, the impact of Athene’s reinsurers failing to meet their assumed obligations, Athene’s ability to manage its business in a highly regulated industry, changes in our regulatory environment and tax status, and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in the Issuer’s annual report on Form 10-K filed with the SEC on March 1, 2023, as such factors may be updated from time to time in the Issuer’s periodic filings with the SEC, which are accessible on the SEC’s 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 press release and in the Issuer’s other filings with the SEC. 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 press release does not constitute an offer of Apollo or any Apollo fund.
Contacts
For investors please contact:
Noah Gunn
Global Head of Investor Relations
Apollo Global Management, Inc.
(212) 822-0540
IR@apollo.com
Joanna Rose
Global Head of Corporate Communications
Apollo Global Management, Inc.
(212) 822-0491
communications@apollo.com
Released August 8, 2023