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 October 10, 2024, Apollo Global Management, Inc. (the “Company”) issued $500,000,000 aggregate principal amount of its 6.000% Fixed-Rate Resettable Junior Subordinated Notes due 2054 (the “Notes”) pursuant to a previously announced underwritten public offering (the “Offering”). The Notes were issued pursuant to an indenture, dated as of October 10, 2024 (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 6.000% per year until December 15, 2034 (the “First Reset Date”). On and after the First Reset 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 2.168%. Subject to the Company’s right to defer the payment of interest, interest on the Notes will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2025.
The Company intends to use the proceeds from the Offering for general corporate purposes, including to redeem in full the $300,000,000 aggregate principal amount outstanding of Apollo Management Holdings, L.P.’s 4.950% Fixed-Rate Resettable Subordinated Notes due 2050 (the “2050 Subordinated Notes”) and to pay related fees and expenses in connection with the Offering and the redemption of the 2050 Subordinated Notes. The information contained in this Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2050 Subordinated 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 October 3, 2024. The closing of the sale of the Notes occurred on October 10, 2024.
| 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 October 3, 2024 (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. 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 and the related guarantees, is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
| 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.
Date: October 10, 2024
| APOLLO GLOBAL MANAGEMENT, INC. | ||
| By: | /s/ Jessica L. Lomm |
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| Name: | Jessica L. Lomm | |
| Title: | Vice President & Secretary | |