UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 23, 2023, Apollo Global Management, Inc. (the “Company”) issued $600,000,000 aggregate principal amount of its 7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053 (the “Notes”) pursuant to a previously announced underwritten public offering (the “Offering”). The Notes were issued pursuant to an indenture, dated as of August 23, 2023 (the “Indenture”), among the Company, each of the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. The Indenture is filed as Exhibit 4.1 hereto, and is incorporated by reference herein.
The Notes will bear interest at a fixed rate of 7.625% per year until December 15, 2028 (the “First Call Date”). On and after the First Call Date, the interest rate on the Notes for each Reset Period (as defined in the Indenture) will be equal to the Five-Year U.S. Treasury Rate (as defined in the Indenture) as of the most recent Reset Interest Determination Date (as defined in the Indenture) plus a spread of 3.226%. Subject to the Company’s right to defer the payment of interest, interest on the Notes will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2023.
The Notes were sold pursuant to an effective automatic shelf registration statement on Form S-3 (the “Registration Statement”) (File No. 333-271275) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2023. The terms of the Offering are described in a Prospectus dated April 14, 2023, as supplemented by a Prospectus Supplement dated August 16, 2023. The closing of the sale of the Notes occurred on August 23, 2023.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01.
Underwriting Agreement
In connection with the issuance and sale of the Notes, the Company entered into an underwriting agreement, dated August 16, 2023 (the “Underwriting Agreement”), with Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, relating to the Notes. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein.
Opinion of Counsel
The opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, relating to the validity of the Notes, is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
Redemption of Series A Preferred Stock and Series B Preferred Stock of Apollo Asset Management, Inc.
On August 23, 2023, Apollo Asset Management, Inc. (“AAM”) issued notices of redemption for (i) all outstanding shares of AAM’s 6.375% Series A Preferred Stock, par value $0.00001 per share, with a liquidation preference of $25.00 per share (the “Series A Preferred Stock”) and (ii) all outstanding shares of AAM’s 6.375% Series B Preferred Stock, par value $0.00001 per share, with a liquidation preference of $25.00 per share (the “Series B Preferred Stock,” and together with the Series A Preferred Stock, the “AAM Preferred Stock”), at a redemption
price per share of $25.00 per share plus an amount equal to declared and unpaid dividends from the dividend payment date immediately preceding the redemption date to, but excluding, the redemption date. The AAM Preferred Stock will be redeemed on September 22, 2023. The information contained in this Current Report on Form 8-K does not constitute a notice of redemption with respect to the AAM Preferred Stock.
The Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, to redeem in full the outstanding shares of AAM Preferred Stock, with an aggregate liquidation value of $575.0 million, and to pay related fees and expenses in connection with the Offering of the Notes and the redemption of the AAM Preferred Stock.
| Item 9.01 | Financial Statements and Exhibits. |
The exhibits to this Current Report on Form 8-K (except Exhibit 104) are hereby incorporated by reference into the Registration Statement.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APOLLO GLOBAL MANAGEMENT, INC. | ||||||
| Date: August 23, 2023 | By: | /s/ Jessica L. Lomm |
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| Name: | Jessica L. Lomm | |||||
| Title: | Vice President & Secretary | |||||