UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 November 13, 2023, Apollo Global Management, Inc. (the “Company”) issued $500,000,000 aggregate principal amount of its 6.375% Senior Notes due 2033 (the “Notes”) pursuant to a previously announced underwritten public offering (the “Offering”). The Notes were issued pursuant to an indenture, dated as of November 13, 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 rate of 6.375% per annum and will mature on November 15, 2033, unless earlier redeemed or repurchased. Interest on the Notes accrues from and including November 13, 2023 and is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2024.
The Company intends to use the net proceeds from the sale of the Notes to repurchase, repay, redeem or otherwise retire in full the $500 million aggregate principal amount outstanding of the 4.000% Senior Notes due 2024 (the “2024 Senior Notes”) issued by Apollo Management Holdings, L.P. (“AMH”) pursuant to an indenture, dated as of May 30, 2014, among AMH, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, before or upon their maturity.
The information contained in this Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2024 Senior Notes.
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 November 8, 2023. The closing of the sale of the Notes occurred on November 13, 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 November 8, 2023 (the “Underwriting Agreement”), with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, 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.
Opinions of Counsel
The opinions of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Walkers (Cayman) LLP, relating to the validity of the Notes and the related guarantees, are filed as Exhibits 5.1 - 5.13 hereto and are incorporated by reference into the Registration Statement.
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| 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.
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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.
Date: November 13, 2023
| APOLLO GLOBAL MANAGEMENT, INC. | ||
| By: | /s/ Jessica L. Lomm |
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| Name: | Jessica L. Lomm | |
| Title: | Vice President & Secretary | |
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