As filed with the Securities and Exchange Commission on April 11, 2025

No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Apollo Global Management, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		6282		86-3155788
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

9 West 57th Street, 42nd Floor

New York, New York 10019

(212) 515-3200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Whitney Chatterjee

Chief Legal Officer

Apollo Global Management, Inc.

9 West 57th Street, 42nd Floor

New York, New York 10019

(212) 515-3200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Ross Fieldston, Esq. Gregory A. Ezring, Esq. Joseph Glatt, Esq. Ian Hazlett, Esq. Christodoulos Kaoutzanis, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000		Matthew Grant General Counsel Bridge Investment Group Holdings Inc. 111 East Sego Lily Drive, Suite 400 Salt Lake City, Utah 84070 (801) 716-4500		Craig M. Garner Kevin C. Reyes Owen J.D. Alexander Jason Morelli Jennifer Wong Latham & Watkins LLP 12670 High Bluff Drive San Diego, CA 92130 (858) 523-5400		G.J. Ligelis Jr. Cravath, Swaine & Moore LLP 2 Manhattan West, 375 9th Avenue New York, NY 10001 (212) 474-1000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement on Form S-4 becomes effective and all other conditions to the proposed mergers described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

need not be a holder of Bridge common stock. We urge you to read this proxy statement/prospectus (including the annexes hereto) and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 30.

The Bridge Board, acting upon the unanimous recommendation of a special committee comprised solely of independent directors of Bridge and established by the Bridge Board for the purpose of reviewing, evaluating and negotiating strategic opportunities for Bridge (the “special committee”), by a unanimous vote of the directors present and voting (other than one director, who recused himself from the vote), (i) determined that the merger agreement and the transactions contemplated thereby, including the mergers, on the terms and subject to the conditions set forth therein and in accordance with the General Corporation Law of the State of Delaware, are fair to, advisable and in the best interests of Bridge and its stockholders, (ii) approved the execution, delivery and performance of the merger agreement and the transactions contemplated thereby, including the mergers, and (iii) directed that the merger agreement and the transactions contemplated thereby be submitted to Bridge stockholders for adoption at a meeting of such stockholders, and (iv) recommends that Bridge stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the mergers and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate.

Your vote is very important regardless of the number of shares of Bridge common stock that you own.

Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

Thank you for your continued support.

Sincerely,

Robert R. Morse

Executive Chairman

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the mergers or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the mergers or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated   , 2025, and is first being mailed to stockholders of Bridge on or about   , 2025.

 

BRIDGE INVESTMENT GROUP HOLDINGS INC.

111 East Sego Lily Drive, Suite 400

Salt Lake City, Utah 84070

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on    , 2025

To the Stockholders of Bridge Investment Group Holdings Inc.:

We are pleased to invite you to attend the special meeting of stockholders of Bridge Investment Group Holdings Inc., a Delaware corporation (“Bridge”), which will be held virtually at      a.m., Eastern Time (     a.m., Mountain Time) on     , 2025 at     , for the following purposes:

 

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to vote on a proposal to adopt the Agreement and Plan of Merger, dated as of February 23, 2025, by and among Bridge, Bridge Investment Group Holdings LLC (“Bridge LLC”), Apollo Global Management, Inc. (“Apollo”), Aspen PubCo Merger Sub 1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Apollo (“Merger Sub Inc.”), Aspen Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Apollo (“Merger Sub LLC” and, together with the Merger Sub Inc., the “Merger Subs”) and, solely for purposes of Section 6.16 thereof, Adam O’Farrell as representative of Bridge LLC (as it may be amended from time to time, the “merger agreement”), which is further described in the sections titled “The Mergers” and “The Merger Agreement,” beginning on pages [●] and [●], respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus of which this notice is a part, and the transactions contemplated thereby (the “merger proposal”); and

 

•

to approve the adjournment of the special meeting from time to time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

Bridge will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the Bridge Board of Directors (the “Bridge Board”). Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

Bridge fixed the close of business on    , 2025 as the record date for the special meeting. Only Bridge stockholders of record at the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of Bridge stockholders entitled to vote at the special meeting will be available for inspection at Bridge’s principal office at 111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070 during regular business hours for a period of at least 10 days prior to the special meeting. The list of these Bridge stockholders will also be available during the special meeting by entering the control number provided on your proxy card or voting instruction form.

Completion of the mergers is conditioned on adoption of the merger agreement by Bridge stockholders, which requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Bridge common stock entitled to vote thereon.

The Bridge Board, acting upon the unanimous recommendation of a special committee comprised solely of independent directors of Bridge and established by the Bridge Board for the purpose of reviewing, evaluating and negotiating strategic opportunities for Bridge (the “special committee”), by a unanimous vote of the directors present and voting (other than one director, who recused himself from the vote), (i) determined that the merger agreement and the transactions contemplated thereby, including the mergers, on the terms and subject to the conditions set forth therein and in accordance with the General Corporation Law of the State of Delaware, are fair to, advisable and in the best interests of Bridge and its stockholders, (ii) approved the execution, delivery and performance of the merger agreement and the transactions contemplated thereby, including the mergers, and (iii) directed that the merger agreement and the transactions contemplated thereby be submitted to Bridge stockholders for adoption at a meeting of such stockholders, and (iv) recommends that Bridge stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the mergers and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate.

Your vote is very important regardless of the number of shares of Bridge common stock that you own. If you plan to attend the special meeting virtually, please follow the instructions as outlined in this proxy statement/prospectus. Whether or not you expect to attend the special meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs if you decide not to or become unable to attend the meeting. Any eligible holder of Bridge common stock may vote virtually at the special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the mergers and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus (including the annexes hereto) and the documents incorporated by reference herein in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 30.

If you have any questions concerning the mergers or this proxy statement/prospectus, would like additional copies or need help voting your shares of Bridge common stock, please contact Bridge’s proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Shareholders may call Toll-Free: (877) 783-5524

Email: brdg@dfking.com

By Order of the Bridge Board of Directors,

Matthew Grant

Senior Managing Director, General Counsel and Secretary

    , 2025

Salt Lake City, Utah

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Apollo and Bridge and their respective subsidiaries from documents filed with the Securities and Exchange Commission (“SEC”) that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page [●].

You can also obtain any of the documents incorporated by reference into, or included as annexes to, this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to Apollo:

Apollo Global Management, Inc.

9 West 57th Street, 42nd Floor

New York, New York 10019

(212) 515-3200

For information related to Bridge:

Bridge Investment Group Holdings Inc.

111 East Sego Lily Drive, Suite 400

Salt Lake City, Utah 84070

(801) 716-4500

To receive timely delivery of the documents in advance of the special meeting of Bridge stockholders, you should make your request no later than    , 2025, which is five business days before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of documents filed by Apollo with the SEC by accessing Apollo’s website at https://ir.apollo.com under the heading “SEC Filings.” You may obtain copies of documents filed by Bridge with the SEC by accessing Bridge’s website at https://bridgeig.com under the tab “Investors” and then under the heading “SEC Filings.”

We are not incorporating the contents of the websites of the SEC, Apollo, Bridge or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Apollo (File No. 333-    ) (the “Registration Statement”), constitutes a prospectus of Apollo under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.00001 per share, of Apollo (“Apollo common stock”) to be issued to Bridge stockholders pursuant to the merger agreement. Apollo will deliver the prospectus to all Bridge stockholders entitled to vote on the mergers. This document also constitutes a proxy statement of Bridge under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which Bridge stockholders will be asked to consider and vote on the merger proposal and the adjournment proposal.

Apollo has supplied all information contained in, or incorporated by reference into, this proxy statement/prospectus (including the annexes hereto) relating to Apollo and Merger Subs, and Bridge has supplied all information contained in, or incorporated by reference into, this proxy statement/prospectus (including the annexes hereto) relating to Bridge and Bridge LLC.

You should rely only on the information contained in, and incorporated by reference into, this proxy statement/prospectus (including the annexes hereto). Apollo and Bridge have not authorized anyone to provide you with information other than the information that is contained in, or incorporated by reference into, this proxy statement/prospectus (including the annexes hereto). Apollo and Bridge take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated    , 2025, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into, or included as annexes to, this proxy statement/prospectus is accurate as of any date other than the date of such document. Neither Apollo nor Bridge assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law. Neither the mailing of this proxy statement/prospectus to Bridge stockholders nor the issuance by Apollo of shares of Apollo common stock pursuant to the merger agreement will create any implication to the contrary.

 

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TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETING			1
SUMMARY			13
Information about the Companies			13
The Mergers			14
Merger Consideration			15
Treatment of Outstanding Bridge Stock Awards and Unvested Bridge LLC Class A Common Units			16
Recommendations of the Special Committee and the Bridge Board			16
Opinions of the Special Committee’s and Bridge’s Financial Advisors			16
Interests of Directors and Executive Officers of Bridge in the Mergers			18
Tax Receivable Agreement Amendment			19
Material U.S. Federal Income Tax Consequences of the Corporate Merger			19
Accounting Treatment of the Mergers			20
No Appraisal Rights			20
Regulatory Approvals Required for the Mergers			20
Conditions to Completion of the Mergers			20
Treatment of Existing Debt			21
No Solicitation			21
Termination of the Merger Agreement; Termination Fees			22
Voting Agreements			24
Special Meeting			25
Comparative Market Price Data			27
Risk Factors			27
NYSE Listing of Apollo Common Stock; Delisting and Deregistration of Bridge Class A Common Stock			27
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			28
RISK FACTORS			30
Risks Related to Apollo After Completion of the Mergers			37
Other Risk Factors of Apollo and Bridge			38
THE MERGERS			39
Background of the Mergers			39
Bridge’s Board and the Special Committee’s Recommendations and Reasons for the Mergers			57
Opinions of Bridge’s and the Special Committee’s Financial Advisors			65
Bridge Unaudited Prospective Financial Information			79
Interests of Directors and Executive Officers of Bridge in the Mergers			84
Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Bridge			88
Director and Officer Indemnification			88
Accounting Treatment of the Mergers			88
Regulatory Approvals Required for the Mergers			88
Treatment of Existing Debt			89
Treatment of Outstanding Bridge Stock Awards and Unvested Bridge LLC Class A Common Units			89
No Appraisal Rights			90
NYSE Listing of Apollo Common Stock; Delisting and Deregistration of Bridge Class A Common Stock			91
Material U.S. Federal Income Tax Consequences of the Corporate Merger			91
Restrictions on Sales of Shares of Apollo Common Stock Received in the Mergers			94
Certain Contracts between Apollo and Bridge			94
THE MERGER AGREEMENT			96
Explanatory Note Regarding the Merger Agreement			96
Structure of the Mergers			96
Timing of Closing			97

 

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Merger Consideration			97
Covenants and Agreements			101
Representations and Warranties			115
Conditions to Completion of the Mergers			118
Termination of the Merger Agreement			120
Expenses			122
Amendments; Waivers			123
Governing Law; Jurisdiction; Waiver of Jury Trial			123
Specific Performance			124
Third-Party Beneficiaries			124
THE VOTING AGREEMENTS			125
Voting			125
Restrictions on Transfers			125
Termination			126
INFORMATION ABOUT THE COMPANIES			127
SPECIAL MEETING			129
Date, Time and Place			129
Purpose of the Special Meeting			129
Recommendation of the Bridge Board			129
Record Date; Stockholders Entitled to Vote			130
Voting by Bridge’s Directors and Executive Officers			130
Quorum; Adjournment			130
Required Vote; Broker Non-Votes and Abstentions			131
Voting of Proxies by Holders of Record			131
Voting via the Internet or by Telephone			131
Voting by Mail			131
Attendance at the Special Meeting and Voting Virtually			132
Revocability of Proxies			132
Solicitation			132
Assistance			133
Tabulation of Votes			133
BRIDGE PROPOSALS			134
DESCRIPTION OF APOLLO CAPITAL STOCK			135
COMPARATIVE MARKET PRICE DATA			141
COMPARISON OF RIGHTS OF STOCKHOLDERS OF APOLLO AND BRIDGE AND CLASS A UNITHOLDERS OF BRIDGE LLC			142
VALIDITY OF COMMON STOCK			154
EXPERTS			155
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR BRIDGE’S 2025 ANNUAL MEETING OF STOCKHOLDERS			156
HOUSEHOLDING OF PROXY STATEMENT/PROSPECTUS			157
WHERE YOU CAN FIND MORE INFORMATION			158
Apollo SEC Filings			158
Bridge SEC Filings			158
Annex A: Agreement and Plan of Merger
Annex B: Form of Voting Agreement
Annex C: Second Amended and Restated Tax Receivable Agreement
Annex D: Opinion of J.P. Morgan Securities LLC
Annex E: Opinion of Lazard Frères & Co. LLC

 

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QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the mergers and the special meeting of Bridge stockholders (the “special meeting”). Unless the context otherwise requires, references to “Bridge stockholders” in this proxy statement/prospectus include both Bridge Class A common stock stockholders and Bridge Class B common stock stockholders. They may not include all of the information that is important to Bridge stockholders. Bridge stockholders should carefully read this entire proxy statement/prospectus (including the annexes hereto) and the other documents referred to or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [●] of this proxy statement/prospectus.

Q: What are the mergers?

Apollo Global Management, Inc. (“Apollo”), Bridge Investment Group Holdings Inc. (“Bridge”), Bridge Investment Group Holdings LLC, a Delaware limited liability company (“Bridge LLC”), Aspen PubCo Merger Sub 1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Apollo (“Merger Sub Inc.”), Aspen Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Apollo (“Merger Sub LLC” and together with the Merger Sub Inc., the “Merger Subs”) and, solely for purposes of Section 6.16 thereof, Adam O’Farrell as the representative of Bridge LLC, have entered into an Agreement and Plan of Merger, dated as of February 23, 2025 (as it may be amended from time to time, the “merger agreement”). A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of Bridge by Apollo. Under the merger agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions to the mergers set forth in the merger agreement and described in this proxy statement/prospectus, Merger Sub Inc. will be merged with and into Bridge, with Bridge surviving such merger as a wholly owned subsidiary of Apollo (the “Corporate Merger”), and Merger Sub LLC will be merged with and into Bridge LLC, with Bridge LLC surviving such merger as a wholly owned subsidiary of Apollo (the “LLC Merger” and, together with the Corporate Merger, the “mergers,” and the mergers, collectively with all other transactions contemplated by the merger agreement, the “transactions”).

As a result of the mergers, (i) Apollo will acquire Bridge and its subsidiaries and controlled affiliates (including the Bridge general partner entities) (the “acquired companies” which, for the avoidance of doubt, do not include any Bridge sponsored funds, subsidiaries of such funds, facilitator vehicles of such funds or portfolio investments of such funds), and (ii) Bridge will become a wholly owned subsidiary of Apollo and will no longer be a publicly held company. Following the mergers, the shares of Class A common stock, par value $0.01 per share, of Bridge (“Bridge Class A common stock”) will be delisted from the New York Stock Exchange (the “NYSE”) and deregistered under the Exchange Act and will cease to be publicly traded.

Q: Why am I receiving these materials?

Apollo and Bridge are sending these materials to Bridge stockholders to help them decide how to vote their shares of Bridge Class A common stock and Class B common stock, $0.01 par value per share (“Bridge Class B common stock,” and together with Bridge Class A common stock, “Bridge common stock”) with respect to the mergers and other matters to be considered at the special meeting.

Bridge is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement and other related proposals. Information about the special meeting, the mergers and the other business to be considered by Bridge stockholders at the special meeting is contained in this proxy statement/prospectus. The mergers cannot be completed unless Bridge stockholders adopt the merger agreement with the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Bridge common stock entitled to vote thereon.

 

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This proxy statement/prospectus constitutes both a prospectus of Apollo and a proxy statement of Bridge. It is a prospectus in respect of the shares of common stock Apollo will issue in exchange for outstanding shares of Bridge common stock in the mergers. It is a proxy statement because the board of directors of Bridge (the “Bridge Board”) is soliciting proxies from its stockholders.

Q: What will Bridge stockholders receive in the mergers?

In the Corporate Merger, (i) each share of Bridge Class A common stock will receive 0.07081 (the “Class A exchange ratio”) validly issued, fully paid and non-assessable shares of Apollo common stock, with cash in lieu of fractional shares of Apollo common stock, if any (the “Class A Corporate Merger consideration”), in accordance with the procedures set forth in the merger agreement and without interest, and (ii) each share of Bridge Class B common stock will receive 0.00006 (subject to any adjustments that may be needed to ensure that the value of the consideration payable with respect to such share of Bridge Class B common stock does not exceed $0.01, the “Class B exchange ratio,” and together with the Class A exchange ratio, the “exchange ratios”) validly issued, fully paid and non-assessable shares of Apollo common stock, with cash in lieu of fractional shares of Apollo common stock, if any (the “Class B Corporate Merger consideration,” and together with the Class A Corporate Merger consideration, the “Corporate Merger consideration”), in accordance with the procedures set forth in the merger agreement and without interest, in each case, other than any shares owned directly by Apollo, Merger Sub Inc. or any of their subsidiaries immediately prior to the effective time of the Corporate Merger (the “Corporate Merger effective time”) or that Bridge holds in treasury (“cancelled shares”). The exchange ratios are fixed and will not be adjusted to reflect changes in the stock price of either Apollo or Bridge before the mergers are complete. The exchange ratios will, however, be equitably adjusted to provide the same economic effect as contemplated by the merger agreement in the event of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of either Apollo or Bridge, with a record date between the date of the merger agreement and the completion of the mergers.

In the LLC Merger, (i) each Bridge LLC Class A common unit issued and outstanding immediately prior to the LLC Merger effective time (as defined below) shall, by virtue of the LLC Merger and without any action on the part of the holder thereof, (excluding any Bridge LLC Class A common units that are owned directly by Apollo, Merger Sub LLC or any of their subsidiaries, Bridge LLC Class A common units that are held in treasury of Bridge LLC immediately prior to the effective time of the LLC Merger (the “LLC Merger effective time,” and together with the Corporate Merger effective time, the “effective time of the mergers”), Bridge LLC Class A common units that are owned directly by Bridge and Bridge LLC Class A common units that are exchanged into shares of Bridge Class A common stock as permitted by the merger agreement and the operating agreement of Bridge LLC) be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive validly issued, fully paid and non-assessable shares of Apollo common stock equal to the Class A exchange ratio, with cash in lieu of fractional shares of Apollo common stock, if any, in each case, in accordance with the procedures set forth in the merger agreement and without interest (such shares, the “LLC Merger consideration,” and together with the Corporate Merger consideration, the “merger consideration”), (ii) each Bridge LLC Class B common unit issued and outstanding immediately prior to the LLC Merger effective time shall, by virtue of the LLC Merger, and without any action on the part of the holder thereof, be cancelled and retired without any conversion thereof and shall cease to exist and no payment shall be made in respect thereof, and (iii) each Bridge LLC Class A common unit owned directly by Bridge shall be unaffected by the LLC Merger and shall remain outstanding as Class A common units of the company surviving the LLC Merger held by Bridge.

No fractional shares of Apollo common stock will be issued in connection with the mergers. Each holder of Bridge common stock or Bridge LLC Class A common units that otherwise would have been entitled to receive a fractional share of Apollo common stock in connection with the mergers will have the right to receive an amount in cash (without interest and rounded down to the nearest cent) in lieu of such fractional share. The value of such cash payment will be an amount in cash, without interest, rounded down to the nearest cent, equal to the product

 

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of (a) the amount of the fractional share interest in a share of Apollo common stock to which such holder would otherwise be entitled to under the merger agreement and (b) an amount equal to $162.4043.

For more details on the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page [●].

Q: What equity stake will Bridge stockholders hold in Apollo immediately following the mergers?

Upon the completion of the mergers, based on the exchange ratios, the estimated number of shares of Apollo common stock issuable as the merger consideration is approximately    million shares, which will result in former Bridge stockholders holding approximately    % of the outstanding fully diluted Apollo common stock following closing of the mergers based on the number of outstanding shares of common stock and outstanding stock-based awards of Apollo and Bridge as of    , 2025, the most recent practicable date for which such information was available.

For more details on the merger consideration and the treatment of outstanding Bridge stock awards and unvested Bridge LLC Class A common units, see “The Merger Agreement—Merger Consideration” beginning on page [●] and “The Merger Agreement—Merger Consideration—Treatment of Outstanding Bridge Stock Awards and Unvested Bridge LLC Class A Common Units” beginning on page [●], respectively.

Q: When do Bridge and Apollo expect to complete the mergers?

Apollo and Bridge are working to complete the mergers as soon as practicable and currently expect that the transactions will be completed in the third quarter of 2025. Neither Apollo nor Bridge can predict, however, the actual date on which the transactions will be completed because they are subject to conditions beyond each company’s control. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page [●].

Q: Is Apollo’s obligation to complete the mergers subject to Apollo receiving financing?

No. Apollo’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the mergers.

Q: What happens if the mergers are not completed?

If the merger agreement is not adopted by Bridge stockholders or if the mergers are not completed for any other reason, Bridge stockholders will not receive any consideration for their shares of Bridge common stock. Instead, Bridge will remain an independent public company, Bridge Class A common stock will continue to be listed and traded on the NYSE, registered under the Exchange Act and publicly traded. Under specific circumstances, Bridge may be required to pay Apollo a termination fee of $45,000,000. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page [●].

Q: Do any of Bridge’s directors or executive officers have interests in the mergers that may differ from those of Bridge stockholders generally?

Yes. When considering the recommendation of the Bridge Board that you vote for the merger proposal, you should be aware that Bridge directors and executive officers may have certain interests in the mergers that are different from, or in addition to, your interests as a Bridge stockholder generally. The special committee was aware of these interests and considered them, among other matters, in evaluating and overseeing the negotiation of the merger agreement, and in recommending that the Bridge Board (i) approve the mergers and the transactions contemplated by the merger agreement, (ii) recommend the merger agreement and the transactions contemplated thereby be approved and the merger proposal adopted by Bridge stockholders and (iii) instruct

 

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Bridge LLC to approve the merger agreement and the transactions contemplated thereby. The Bridge Board was also aware of these interests and considered them, among other matters, in (i) approving the mergers and the transactions contemplated by the merger agreement, (ii) recommending the merger agreement and the transactions contemplated thereby be approved and adopted by Bridge stockholders and (iii) instructing Bridge LLC to approve the merger agreement and the transactions contemplated thereby. For a description of the interests of Bridge’s directors and executive officers in the mergers, see “The Mergers—Interests of Directors and Executive Officers of Bridge in the Mergers” beginning on page [●].

Q: Will the shares of Apollo common stock I acquire in the mergers receive a dividend?

After the closing of the mergers, as a holder of Apollo common stock, you will receive the same dividends on shares of Apollo common stock that all other holders of shares of Apollo common stock will receive with any dividend record date that occurs after the closing of the mergers.

Q: Will I continue to receive dividends in respect of my shares of Bridge common stock?

Prior to the closing of the mergers, the merger agreement requires Bridge to obtain Apollo’s prior written consent (which will not be unreasonably withheld, conditioned or delayed), subject to certain exceptions, to pay any dividends or other distributions, other than tax distributions required to be made by Bridge LLC pursuant to the limited liability company agreement of Bridge LLC and which are consistent with past practice (reduced by Bridge’s estimated obligations (including estimated U.S. federal, state and local income taxes and obligations under the Existing Tax Receivable Agreement (as defined below))).

After the closing of the mergers, all Apollo dividends will remain subject to approval by Apollo’s board of directors (the “Apollo Board”).

Q: Who can vote at the special meeting?

Bridge stockholders of record at the close of business on    , 2025 (which we refer to as the “Bridge record date”) will be entitled to vote at the special meeting. Each share of Bridge Class A common stock will be entitled to one vote per share on all matters properly brought before the special meeting. Each share of Bridge Class B common stock will be entitled to ten votes per share on all matters properly brought before the special meeting. As of the Bridge record date, there were      shares of Bridge Class A common stock and      shares of Bridge Class B common stock outstanding and entitled to vote at the special meeting.

Q: What is the difference between shares of Bridge Class A common stock and Bridge Class B common stock?

Shares of Bridge Class A common stock are listed on the NYSE. The holders of shares of Bridge Class A common stock are entitled to one vote per share. The shares of Bridge Class A common stock will vote together with the shares of Bridge Class B common stock on each matter submitted to a vote of Bridge stockholders at the special meeting.

Shares of Bridge Class B common stock are not publicly traded. The holders of shares of Bridge Class B common stock are entitled to ten votes per share. The shares of Bridge Class B common stock will vote together with the shares of Bridge Class A common stock on each matter submitted to a vote of Bridge stockholders at the special meeting.

Q: What am I being asked to vote on, and why is this approval necessary?

Bridge stockholders are being asked to vote on the following proposals:

 

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a proposal to adopt the merger agreement and the transactions contemplated thereby, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled

 

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“The Mergers” and “The Merger Agreement,” beginning on pages [●] and [●], respectively (the “merger proposal”); and

 

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a proposal to approve the adjournment of the special meeting from time to time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

Approval of the merger proposal by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Bridge common stock entitled to vote thereon is required for completion of the mergers. The completion of the mergers is not conditioned on the approval of the adjournment proposal. The chairman of the special meeting also has the power to adjourn the special meeting from time to time and to postpone the special meeting before it commences.

Q: What vote is required to approve each proposal at the special meeting?

The merger proposal: The affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Bridge common stock entitled to vote on the merger proposal, voting together as a single class, is required to approve the merger proposal (the “Bridge stockholder approval”).

The adjournment proposal: The affirmative vote of a majority of the voting power of the outstanding shares of Bridge common stock entitled to vote thereon, present in person or represented by proxy at the special meeting, is required to approve the adjournment proposal. If Bridge stockholders approve the adjournment proposal, subject to the terms of the merger agreement, Bridge could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from Bridge stockholders who have previously voted. Bridge does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the special meeting. The chairman of the special meeting also has the power to adjourn the special meeting from time to time and to postpone the special meeting before it commences.

Q: What constitutes a quorum?

The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the voting power of the outstanding shares of Bridge common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Brokers, banks or other nominees that hold shares for beneficial owners do not have discretionary authority to vote the shares as to any matter at the meeting without receiving voting instructions from the beneficial owners. Such shares will be considered to be broker non-votes and will not be counted as present for quorum purposes.

A quorum is necessary to transact business at the special meeting. Bridge’s Amended and Restated Bylaws (“Bridge’s bylaws”) provide that if a quorum fails to attend any meeting, either the chairperson of the meeting or, if the Bridge Board so determines, Bridge stockholders by the affirmative vote of a majority of the voting power of the outstanding shares of Bridge common stock entitled to vote thereon, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, Bridge will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the special meeting.

Q: Are there any Bridge stockholders who have already committed to voting in favor of the merger proposal and the adjournment proposal?

Yes. Concurrently with the execution and delivery of the merger agreement, Apollo entered into voting agreements (each, a “voting agreement” and together, the “voting agreements”), a form of which is attached as

 

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Annex B to this proxy statement/prospectus, with each of Dean Allara, Robert Randolph Morse, Adam O’Farrell and Jonathan Slager and certain of their respective affiliates (each, a “Voting Agreement Stockholder” and together, the “Voting Agreement Stockholders”), pursuant to which and on the terms and subject to the conditions thereof, among other things, each Voting Agreement Stockholder has agreed to vote (or cause to be voted) all of the Bridge Class A common stock, Bridge Class B common stock and Bridge LLC Class A common units of which they are the sole or shared record and/or beneficial owner (the “covered shares”), among other things, in favor of the merger proposal and the adjournment proposal. For more information, please see “The Voting Agreements” beginning on page [●].

As of the Bridge record date, the Voting Agreement Stockholders had combined beneficial ownership of approximately    % of the total outstanding shares of Bridge Class A common stock and Bridge Class B common stock, and the votes of the covered shares of such Voting Agreement Stockholders are sufficient to constitute a quorum at a duly convened meeting of Bridge stockholders and to approve the merger proposal and the adjournment proposal.

Q: How does the Bridge Board recommend that I vote?

The Bridge Board unanimously recommends that Bridge stockholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

Q: Why did the Bridge Board form a special committee of independent directors?

The Bridge Board established the special committee to, among other things, evaluate potential strategic opportunities for Bridge and its affiliates, including, without limitation, a potential sale of Bridge or Bridge’s assets or portions thereof. The Bridge Board granted the special committee the exclusive authority to consider, evaluate and negotiate any potential transaction and to determine on behalf of the Bridge Board and Bridge whether any potential transaction is advisable, fair to, and in the best interests of, Bridge and its unaffiliated stockholders and to recommend to the Bridge Board what action, if any, should be taken regarding submitting any potential transaction to Bridge stockholders for their approval. The Bridge Board determined that it would not authorize or recommend any potential transaction for approval by Bridge stockholders or otherwise approve or recommend any potential transaction unless the special committee determined that such potential transaction is fair to and in the best interests of all of Bridge stockholders (including its unaffiliated stockholders).

Each member of the special committee (a) is not affiliated with Apollo (other than Mr. Leat, who was not a member of the special committee when it reached its recommendations on the transactions with Apollo, as described in more detail in “The Mergers—Interests of Directors and Executive Officers of Bridge in the Mergers” beginning on page [●]), (b) will not be affiliated with Apollo following the completion of the transactions (other than Mr. Leat, as described in more detail in “The Mergers—Interests of Directors and Executive Officers of Bridge in the Mergers” beginning on page [●]), (c) is not a member of Bridge’s management, (d) does not have a material interest in the transactions (other than any interest by virtue of their ownership of Bridge Class A common stock or other securities of Bridge) and (e) otherwise does not have any interest or relationship that would interfere with the exercise of their independent judgment in carrying out the responsibilities of, or that is likely to have an adverse impact on their ability to fulfill their obligations as a member of, the special committee in evaluating any potential transaction. For further information, see the section entitled “The Mergers—Background of the Mergers” beginning on page [●] of this proxy statement/prospectus.

Q: What did the special committee determine and recommend to the Bridge Board?

At a meeting of the special committee held on February 23, 2025, after deliberation, the special committee unanimously adopted resolutions (a) declaring that the entry into the merger agreement and, subject to the approval of the transactions by Bridge stockholders, the consummation of the transactions are advisable, expedient and in the best interests of Bridge and its unaffiliated stockholders, (b) declaring that, in light of the

 

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transactions contemplated by the merger agreement, including the course of negotiations of the merger agreement, the Bridge Board should be permitted to authorize and recommend the merger agreement and the transactions for approval by Bridge stockholders without obtaining approval of Bridge stockholders representing a majority of the aggregate voting power of Bridge’s unaffiliated stockholders (the “the majority of the minority approval,” see “The Mergers—Background of the Mergers” beginning on page [●] of this proxy statement/prospectus) and (c) recommending that the Bridge Board (i) approve and adopt the merger agreement and the transactions contemplated thereby, including the post-closing arrangements for certain executives and other employees of Bridge in connection with the transactions, (ii) submit the transactions for approval to Bridge stockholders and recommend approval of the transactions by Bridge stockholders, (iii) determine that the approval of Bridge’s unaffiliated stockholders is not required to approve or recommend the transactions for approval to Bridge stockholders and (iv) exempt the transactions (including any voting agreements entered into by Bridge stockholders) from any anti-takeover or other restrictions under law or in Bridge’s certificate of incorporation.

For further information, see the section entitled “The Mergers—Reasons for the Mergers” beginning on page [●] of this proxy statement/prospectus.

Q: What do I need to do now?

After carefully reading and considering the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein, please vote your shares as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the accompanying proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please carefully consider the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein. Whether or not you plan to attend the special meeting, Bridge encourages you to submit your proxy to vote via the Internet, by telephone or by mail, so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Q: When and where is the special meeting of stockholders? What must I bring to attend the special meeting?

The special meeting of Bridge stockholders will be held virtually at    , at     a.m., Eastern Time (     a.m., Mountain Time), on     . Online access will begin at      a.m., Eastern Time (     a.m., Mountain Time), and Bridge encourages its stockholders to access the meeting prior to the start time. Even if you plan to attend the special meeting, Bridge recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Q: How can I attend the special meeting?

Bridge stockholders as of the close of business on the Bridge record date may attend and vote virtually at the special meeting by logging in at     . To log in, Bridge stockholders (or their authorized representatives) will need the control number provided on their proxy card or voting instruction form.

Q: How do I vote?

If you are a stockholder of record of Bridge as of the close of business on the Bridge record date, you may submit your proxy before the special meeting in one of the following ways:

 

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Telephone: use the toll-free number shown on your proxy card;

 

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Internet: visit the website shown on your proxy card to vote via the internet; or

 

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Mail: complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a stockholder of record of Bridge, you may also cast your vote virtually at the special meeting by following the instructions at    . If you decide to attend the special meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

If your shares are held in “street name” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name” and you intend to vote at the special meeting, you may cast your vote virtually at the special meeting by following the instructions at    . Your vote at the special meeting will revoke any proxy previously submitted on your behalf by your broker, bank or other nominee.

The special meeting will begin promptly at     a.m., Eastern Time, (    a.m., Mountain Time) on     , 2025. Bridge encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus.

Even if you plan to attend the special meeting, Bridge recommends that you vote your shares in advance as described below so that your vote will be counted even if you later decide not to or become unable to attend the special meeting.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares of Bridge common stock are registered directly in your name with the transfer agent of Bridge, Equiniti Trust Company, LLC, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Bridge or to a third party to vote at the special meeting. If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and your broker, bank or other nominee is considered the stockholder of record with respect to those shares. Your broker, bank or other nominee will send you, as the beneficial owner, voting instruction forms for you to use in directing the broker, bank or other nominee in how to vote your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting, and you may cast your vote virtually at the special meeting by following the instructions at    .

Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card or voting instruction form directly to Bridge. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use. You may also cast your vote virtually at the special meeting by following the instructions at     .

Applicable stock exchange rules permit brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. Those rules do not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes. The merger proposal and the adjournment proposal are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers. You must provide voting instructions to your broker for your shares to be voted.

 

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If you are a Bridge “street name” stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

 

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your broker, bank or other nominee may not vote your shares on the merger proposal, which broker non-votes will have the same effect as votes cast “AGAINST” this proposal; and

 

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your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present).

Q: What if I fail to vote or abstain?

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger proposal: An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the mergers.

Adjournment proposal: An abstention will have the same effect as a vote cast “AGAINST” the adjournment proposal. If a Bridge stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the adjournment proposal (assuming a quorum is present).

Q: What will happen if I return my proxy card or voting instruction form without indicating how to vote?

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the Bridge common stock represented by your proxy will be voted as recommended by the Bridge Board with respect to that proposal.

Q: May I change or revoke my vote after I have delivered my proxy card or voting instruction form?

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting by delivering written notice of revocation to the Secretary of Bridge (“Bridge’s secretary”) by submitting a subsequently dated proxy by mail, telephone or the Internet in the manner described above under “How do I vote?” or by attending the special meeting and voting in person virtually. Attendance at the special meeting will not itself revoke an earlier submitted proxy. If you hold your shares in street name, you must follow the instructions provided by your broker, bank or nominee to revoke your voting instructions, or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at the special meeting, by attending the special meeting and voting in person virtually.

Q: What are the material U.S. federal income tax consequences of the Corporate Merger?

The Corporate Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). However, it is not a condition to Bridge’s obligation or Apollo’s obligation to complete the mergers that the Corporate Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. Moreover, neither Bridge nor Apollo intend to request any ruling from the U.S. Internal Revenue Service (the “IRS”) regarding any matters relating to the Corporate Merger, and, consequently, there can be no assurance that the IRS will not challenge the treatment of the Corporate Merger described above or that a court would not sustain such a challenge. If the Corporate Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, holders of Bridge common stock could be required to fully recognize gain with respect to the exchange, pursuant to the Corporate Merger, of Bridge common stock for shares of Apollo common stock, as discussed in more detail in the section entitled “The Mergers—Material U.S. Federal Income Tax Consequences of the Corporate Merger — Tax Consequences if the Corporate Merger Does Not Qualify as a “Reorganization” Described in Section 368(a) of the Code” beginning on page [●].

 

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Assuming the Corporate Merger qualifies as a “reorganization,” U.S. holders (as defined in “The Mergers—Material U.S. Federal Income Tax Consequences of the Corporate Merger”) of Bridge common stock generally are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of Bridge common stock for Apollo common stock in the Corporate Merger; provided, that such U.S. holders may recognize gain or loss with respect to cash received in lieu of fractional shares of such Apollo common stock.

All Bridge stockholders should read “The Mergers—Material U.S. Federal Income Tax Consequences of the Corporate Merger” beginning on page [●] of this proxy statement/prospectus for a more detailed discussion of the material U.S. federal income tax consequences of the Corporate Merger. Tax matters can be complicated and the tax consequences of the Corporate Merger to any particular holder will depend on that holder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the Corporate Merger.

Q: What will happen to the Existing Tax Receivable Agreement in connection with the mergers?

As a condition to Apollo’s entry into the merger agreement, Bridge, Bridge LLC and certain beneficiaries party to the Amended and Restated Tax Receivable Agreement (the “TRA Members”), dated as of January 1, 2022 (the “Existing Tax Receivable Agreement”), entered into a Second Amended and Restated Tax Receivable Agreement with Apollo (the “Second A&R Tax Receivable Agreement”), which will become effective immediately prior to the effective time of the mergers and provides, among other things, that, (i) the TRA Members will forego the acceleration of certain payments that would otherwise have been payable to the TRA Members by Bridge as a result of the transactions, (ii) following the consummation of the mergers, the utilization of the tax attributes covered by the Second A&R Tax Receivable Agreement and corresponding payments to which the TRA Members are entitled will be made by reference to Apollo’s consolidated group tax liability, and (iii) no accelerated payments will be due in connection with any future change of control of Apollo or any material breach by Apollo of the Second A&R Tax Receivable Agreement.

Q: Am I entitled to exercise appraisal rights in connection with the mergers instead of receiving the merger consideration for my shares of Bridge common stock?

Bridge stockholders are not entitled to appraisal rights in connection with the mergers. For additional information, see “The Mergers—No Appraisal Rights” beginning on page [●].

Q: What will happen to Bridge stock awards and unvested Bridge LLC Class A common units?

At the Corporate Merger effective time, each restricted stock unit with respect to shares of Bridge common stock (each, a “Bridge RSU”), that is outstanding and unvested as of immediately prior to the Corporate Merger effective time will be converted into a number of restricted stock units of Apollo with respect to shares of Apollo common stock (each, an “Apollo RSU”) (rounded down to the nearest whole share of Apollo common stock), subject to the same terms and conditions as were applicable to such Bridge RSU immediately prior to the Corporate Merger effective time, equal to (i) the Class A exchange ratio multiplied by (ii) the number of shares of Bridge Class A common stock subject to such Bridge RSU immediately prior to the Corporate Merger effective time.

At the Corporate Merger effective time, each award of restricted shares of Bridge common stock (each, a “Bridge RSA”) that is outstanding and unvested as of immediately prior to the Corporate Merger effective time will be converted into an award of restricted shares of Apollo common stock (each, an “Apollo RSA”) (rounded down to the nearest whole share of Apollo common stock), subject to the same terms and conditions as were applicable to such Bridge RSA immediately prior to the Corporate Merger effective time, equal to (i) the Class A exchange ratio multiplied by (ii) the number of shares of Bridge Class A common stock subject to such Bridge RSA immediately prior to the Corporate Merger effective time, with cash paid in lieu of fractional shares of Apollo common stock, if any (calculated by multiplying the amount of the fractional share interest by

 

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$162.4043); provided, that outstanding and unvested Bridge RSAs that are held by non-employee directors of Bridge will become fully vested as of immediately prior to the Corporate Merger effective time and will be converted into the right to receive the Corporate Merger consideration.

At the LLC Merger effective time, each award of Class A units of Bridge LLC (each, a “Bridge LLC Unit Award”) that is outstanding and unvested as of immediately prior to the LLC Merger effective time will be converted into an Apollo RSA (rounded down to the nearest whole share of Apollo common stock), subject to the same terms and conditions as were applicable to such unvested Bridge LLC Unit Award immediately prior to the LLC Merger effective time, equal to (i) the Class A exchange ratio multiplied by (ii) the number of Class A units subject to such Bridge LLC Unit Award immediately prior to the LLC Merger effective time, with cash paid in lieu of fractional shares of Apollo common stock, if any (calculated by multiplying the amount of the fractional share interest by $162.4043).

For additional information on certain other compensation-related matters covered in the merger agreement that affect Bridge’s directors and executive officers, please see the section entitled “The Mergers—Interests of Directors and Executive Officers of Bridge in the Mergers” beginning on page [●].

Q: What happens if I sell my shares of Bridge common stock after the Bridge record date but before the special meeting?

The Bridge record date (the close of business on     , 2025) is earlier than the date of the special meeting and earlier than the date that the mergers are expected to be completed. If you sell or otherwise transfer your shares of Bridge common stock after the Bridge record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration in respect of such transferred shares to be received by Bridge stockholders in the mergers. In order to receive the merger consideration, you must hold your shares through completion of the mergers.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page [●]. You also should read and carefully consider the risk factors of Apollo and Bridge contained in the documents incorporated by reference herein.

Q: What should I do if I receive more than one set of voting materials?

If you hold shares of Bridge common stock in “street name” and also directly as a record holder or otherwise or if you hold shares of Bridge common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Bridge common stock are voted. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

Q: Who will tabulate and certify the vote?

Representatives of Mediant Communications, Inc. will tabulate the votes cast at the special meeting, and Bridge’s secretary will act as the Inspector of Election.

Q: Where can I find the voting results of the special meeting?

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, Bridge intends to file the final voting results with the SEC on a Current Report on Form 8-K.

 

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Q: Whom should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for Bridge, at:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Shareholders may call Toll-Free: (877) 783-5524

Email: brdg@dfking.com

 

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RISK FACTORS

In addition to the other information included in and incorporated by reference into this proxy statement/prospectus, including, among others, the matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” Bridge stockholders should carefully consider the following risk factors before deciding whether to vote for the merger proposal. In addition, you should read and consider the risks associated with each of the businesses of Bridge and Apollo because these risks will relate to Apollo following the completion of the mergers. Descriptions of some of these risks can be found in the respective Annual Reports of Apollo and Bridge on Form 10-K for the fiscal year ended December 31, 2024, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus (including the annexes hereto) and the other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [●].

Risks Related to the Mergers

The mergers are subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the mergers in a timely manner or at all could have adverse effects on Bridge.

The completion of the mergers is subject to a number of conditions, including, among others, (i) the approval by Bridge stockholders of the merger proposal, (ii) the expiration or termination of the waiting period under the HSR Act, (iii) the accuracy of each party’s representations and warranties (subject to customary materiality qualifiers), (iv) each party’s compliance with its covenants and agreements contained in the merger agreement in all material respects, (v) the revenue run-rate for all of Bridge’s clients (other than non-consenting clients) being at least 85% of the revenue run-rate for all of Bridge’s clients as of December 31, 2024, (vi) certain pre-closing restructuring activities having been completed, (vii) the effectiveness of the Registration Statement, (viii) the approval for listing on the NYSE of the shares of Apollo common stock to be issued as merger consideration in connection with the mergers, subject to official notice of issuance, (ix) the Second A&R Tax Receivable Agreement remaining in full force and effect, and (x) other customary conditions specified in the merger agreement. For a more detailed discussion regarding conditions to the mergers, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page [●].

Further, either Apollo or Bridge may terminate the merger agreement if the mergers have not been completed by February 23, 2026. However, this right to terminate the merger agreement will not be available to any party whose failure to perform any covenant or obligation under the merger agreement has principally caused or resulted in the failure of the mergers to be completed on or before that date.

If the mergers are not completed, Bridge’s ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the mergers, Apollo and Bridge will be subject to a number of risks, including the following:

 

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the market price of Apollo common stock and/or Bridge common stock could decline to the extent that the current market price reflects a market assumption that the transactions will be completed;

 

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Bridge could owe a termination fee of $45,000,000 to Apollo under certain circumstances;

 

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if the merger agreement is terminated and Apollo or the Bridge Board seeks another business combination, Apollo stockholders and Bridge stockholders cannot be certain that Apollo or Bridge will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the merger agreement;

 

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time and resources committed by Apollo’s and Bridge’s respective management to matters relating to the mergers could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies;

 

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Apollo and/or Bridge may experience negative reactions from the financial markets or from their respective business partners or employees;

 

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Apollo and Bridge will be required to pay their respective costs relating to the mergers, such as legal, accounting, financial advisory and printing fees, whether or not the mergers are completed, except as described in “The Merger Agreement—Expenses” beginning on page [●]; and

 

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litigation related to any failure to complete the mergers or related to any enforcement proceeding commenced against Apollo and Bridge to perform their respective obligations pursuant to the merger agreement.

The materialization of any of these risks could adversely impact Apollo’s and Bridge’s respective ongoing businesses, financial condition, financial results and stock price. Similarly, delays in the completion of the mergers could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the mergers.

If the Corporate Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, Bridge stockholders may be required to pay substantial U.S. federal income taxes.

The Corporate Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, it is not a condition to Bridge’s obligation or Apollo’s obligation to complete the mergers that the Corporate Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. Moreover, neither Bridge nor Apollo intend to request any ruling from the IRS regarding any matters relating to the Corporate Merger, and, consequently, there can be no assurance that the IRS will not challenge the treatment of the Corporate Merger described above, or that a court would not sustain such a challenge. If the Corporate Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, holders of Bridge common stock could be required to fully recognize gain with respect to the exchange, pursuant to the Corporate Merger, of Bridge common stock for shares of Apollo common stock, as discussed in more detail in the section entitled “The Mergers—Material U.S. Federal Income Tax Consequences of the Corporate Merger—Tax Consequences if the Corporate Merger Does Not Qualify as a “Reorganization” Described in Section 368(a) of the Code” beginning on page [●].

The merger agreement contains provisions that limit Bridge’s ability to pursue alternatives to the mergers, could discourage a potential competing acquiror of Bridge from making a favorable alternative transaction proposal and, in specified circumstances, could require Bridge to pay a termination fee to Apollo.

The merger agreement contains certain provisions that restrict Bridge’s ability to solicit, initiate, seek or knowingly encourage or knowingly facilitate or, subject to certain exceptions, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information relating to the acquired companies to, knowingly cooperate in any way with, or afford access to the books or records or officers of the acquired companies to any third party, in each case, with respect to an acquisition proposal, or approve, endorse, recommend or enter into, an acquisition proposal, or resolve, agree, authorize or commit to do any of the foregoing. Further, even if the Bridge Board withdraws or qualifies its recommendation with respect to the adoption of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, Bridge will still be required to submit each of its merger-related proposals to a vote at the special meeting. In addition, Apollo generally has an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement in response to a superior third-party acquisition proposal before the special committee (or the Bridge Board acting upon the direction of the special committee) may withdraw or qualify its recommendation with respect to the merger related proposal or otherwise terminate the merger agreement.

In some circumstances, upon termination of the merger agreement, Bridge will be required to pay a termination fee of $45,000,000 to Apollo. See the sections titled “The Merger Agreement—Covenants and Agreements—No-Solicitation” and “The Merger Agreement—Termination of the Merger Agreement” beginning on pages [●] and [●], respectively.

 

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These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Bridge or pursuing an alternative transaction from considering or proposing such a transaction, even if such third-party acquiror or merger partner were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the mergers. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay consideration with a lower per share cash or market value to Bridge stockholders than it might otherwise have proposed to pay absent such termination fee.

If the merger agreement is terminated and Bridge determines to seek another business combination, Bridge may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger agreement.

Each party is subject to business uncertainties and contractual restrictions while the contemplated mergers are pending, which could adversely affect each party’s business and operations.

Under the terms of the merger agreement, each of Apollo and Bridge is subject to certain restrictions on the conduct of its respective business prior to completing the mergers, which may restrict Apollo’s ability to acquire assets (if such acquisition would prevent, materially delay or materially impair its ability to perform its obligations under the merger agreement or to otherwise consummate the transactions) or Bridge’s ability to execute certain of its business strategies without Apollo’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), except as specifically required by the merger agreement or required by applicable law, to (or to cause Bridge LLC to), among other things, incur additional indebtedness, issue or repurchase equity, pay certain dividends, acquire or dispose of certain assets or securities, enter into, modify or terminate material contracts or make certain capital expenditures, in each case subject to certain exceptions, limitations and qualifications. Bridge may find that these and other contractual restrictions in the merger agreement may delay or prevent Bridge from responding, or limit its ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if Bridge’s management believes they may be advisable. Such limitations could adversely affect each party’s respective businesses and operations prior to the completion of the mergers. See “The Merger Agreement—Covenants and Agreements—Conduct of Business” beginning on page [●]. Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the mergers.

The mergers are subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Bridge and/or Apollo following the transaction or that could delay, prevent or increase the costs associated with completion of the mergers.

Before the mergers may be completed, any waiting period (or extension thereof) under the provisions of the HSR Act must have expired or been terminated. In deciding whether to grant the required approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations, the relevant governmental entities may, subject to the below, seek to impose requirements, limitations or costs or place restrictions on the conduct of the business of Apollo following the transactions. Under the merger agreement, Apollo and Bridge have agreed to use their respective reasonable best efforts to obtain as soon as practicable all approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to complete the mergers. However, notwithstanding the foregoing, Apollo and its subsidiaries are not required to (or to request or authorize Bridge or any of its subsidiaries to) (i) take any remedy action that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations or financial condition of the acquired companies, taken as a whole, or (ii) divest any portfolio investment or portfolio investment of any account, fund or other investment vehicle sponsored or managed by them or take any other action with respect to such portfolio investments, in each case to the extent such action would be a breach of fiduciary duties to its

 

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clients with respect to investment activities. Furthermore, no member of the Apollo Group (as defined below) (other than, for the avoidance of doubt, the acquired companies) is required to take any remedy actions.

Governmental agencies, bodies, authorities or entities may also impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the mergers, and such conditions, terms, obligations or restrictions may delay completion of the mergers or impose additional material costs on or materially limit Apollo’s revenues following the completion of the mergers. There can be no assurance that governmental agencies, bodies, authorities or entities will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the mergers. At any time before or after completion of the mergers, notwithstanding the expiration or the early termination of the applicable waiting period under the HSR Act, the FTC, the DOJ or any state could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking the divestiture of substantial assets of Apollo or Bridge or their respective subsidiaries. For a more detailed description of the regulatory review process, see the section entitled “The Mergers—Regulatory Approvals Required for the Mergers” beginning on page [●].

The exchange ratios are fixed and will not be adjusted in the event of any change in either Apollo’s or Bridge’s stock price.

Upon completion of the mergers, each share of Bridge Class A common stock and each Bridge LLC Class A common unit will be converted into the right to receive 0.07081 validly issued, fully paid and non-assessable shares of Apollo common stock (other than cancelled shares) and each share of Bridge Class B common stock will be converted into the right to receive 0.00006 (subject to any adjustments that may be needed to ensure that the value of the consideration payable with respect to such share of Bridge Class B common stock does not exceed $0.01) validly issued, fully paid and non-assessable shares of Apollo common stock (other than cancelled shares).

These exchange ratios were fixed in the merger agreement and will not be adjusted for changes in the market price of either Apollo common stock or Bridge Class A common stock between the date the merger agreement was signed and completion of the mergers. Due to the fixed exchange ratios, fluctuations in the price of Apollo common stock will drive corresponding changes in the market value of the merger consideration payable to each Bridge stockholder. As a result, changes in the price of Apollo common stock prior to the completion of the mergers will affect the market value that Bridge stockholders will become entitled to receive on the date of the closing. Stock price changes may result from a variety of factors (many of which are beyond Apollo’s or Bridge’s control), such as changes in Apollo’s or Bridge’s respective businesses, variations in quarterly operating results or dividends, Apollo’s strategy of taking a long-term perspective on making investment, operational and strategic decisions, Apollo’s and Bridge’s creditworthiness, results of operations and financial condition, the credit ratings of Apollo common stock and Bridge common stock, dilution caused by the conversion of Apollo’s 6.75% Series A Mandatory Convertible Preferred Stock, failure to meet analysts’ earnings estimates, additions or departures of key management personnel, actions by stockholders, changes in market valuations of similar companies, changes or proposed changes in laws or regulations or differing interpretations thereof affecting Apollo’s or Bridge’s businesses or enforcement of these laws and regulations, or announcements relating to these matters, and economic, financial, geopolitical, regulatory or judicial events or conditions that affect Apollo, Bridge or the financial markets.

The price of Apollo common stock has fluctuated during the period between the date the merger agreement was executed and the date of this proxy statement/prospectus, and may continue to change through the date of the special meeting and the date the mergers are completed. For example, based on the range of closing prices of Apollo common stock during the period from February 21, 2025, the last full trading day before the public announcement of the merger, through    , 2025, the latest practicable trading date before the date of this proxy statement/prospectus, the Class A exchange ratio represented the market value of the merger consideration ranging from a high of $   to a low of $   for each share of Bridge Class A common stock and each Bridge

 

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LLC Class A common unit and the Class B exchange ratio represented the market value of the merger consideration ranging from a high of $   to a low of $   for each share of Bridge Class B common stock. The actual market value of the Apollo common stock received by holders of Bridge common stock and Bridge LLC Class A common units upon completion of the mergers may be outside this range.

These variations could result from changes in the business, operations or prospects of Apollo and Bridge prior to or following the completion of the mergers, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Apollo and Bridge. At the time of the special meeting, Bridge stockholders will not know with certainty the value of the shares of Apollo common stock that they will receive upon completion of the mergers.

Members of the Bridge Board and Bridge’s executive officers have interests in the mergers that are different from, or in addition to, those of other stockholders.

In considering whether to adopt the merger agreement and approve the transactions contemplated thereby, Bridge stockholders should recognize that members of the Bridge Board and Bridge’s executive officers have interests in the mergers that differ from, or are in addition to, their interests as stockholders of Bridge.

The executive officers of Bridge have arrangements with Bridge that provide for certain payments or benefits, including accelerated vesting or continued vesting of certain equity-based awards and other rights and other payments or benefits if their employment or service is terminated under certain circumstances following the completion of the mergers. The executive officers of Bridge have also entered into post-closing arrangements with Apollo that provide for participation in certain broad-based compensation programs. In addition, the executive officers and directors of Bridge also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the mergers. In addition, outstanding and unvested Bridge RSAs that are held by non-employee directors of Bridge will become fully vested as of immediately prior to the Corporate Merger effective time and will be converted into the right to receive the Class A Corporate Merger consideration. The Bridge Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that Bridge stockholders vote “FOR” the merger proposal.

These interests are further described in “The Mergers—Interests of Directors and Executive Officers of Bridge in the Mergers” beginning on page [●].

The opinions of Bridge’s and the special committee’s financial advisors will not reflect changes in circumstances between the signing of the merger agreement and the completion of the mergers.

Bridge and the special committee have received opinions from their financial advisors in connection with the signing of the merger agreement, but have not obtained any updated opinion from their financial advisors as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Apollo or Bridge, general market and economic conditions and other factors that may be beyond the control of Apollo and Bridge, and on which Bridge’s and special committee’s financial advisors’ opinions were based, may significantly alter the value of Apollo and Bridge or the prices of the shares of Apollo common stock or Bridge common stock by the time the mergers are completed. The opinions do not speak as of the time the mergers will be completed or as of any date other than the date of such opinion. Because Bridge and the special committee do not currently anticipate asking their financial advisors to update their opinions, the opinions will not address the fairness of the merger consideration from a financial point of view at the time the mergers are completed. The Bridge Board’s recommendation that Bridge stockholders vote “FOR” approval of the merger proposal and “FOR” the adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinions that Bridge and the special committee received from their financial advisors see the section entitled “The Mergers—Opinions of Bridge’s and the Special Committee’s Financial Advisors” beginning on page [●]. Copies of the opinions of J.P. Morgan Securities LLC and Lazard

 

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Frères & Co. LLC, Bridge’s and the special committee’s financial advisors, respectively, are attached as Annexes D and E, respectively, to this proxy statement/prospectus.

Bridge’s financial projections included in this proxy statement/prospectus under “The Mergers—Bridge Unaudited Prospective Financial Information” which were considered by the Bridge Board and the special committee in evaluating the mergers and used by Bridge’s and the special committee’s financial advisors in rendering their fairness opinions and performing their related financial analyses, reflect numerous variables, estimates and assumptions and are inherently uncertain. If any of these variables, estimates and assumptions prove to be wrong, the actual results may be materially different than the results reflected in Bridge’s financial projections.

As further described below in the section entitled “The Mergers—Bridge Unaudited Prospective Financial Information” beginning on page [●] in connection with the Bridge Board’s and the special committee’s evaluation of the mergers, preliminary internal financial projections were prepared by the management of Bridge, solely for use by Bridge’s and the special committee’s financial advisors, J.P. Morgan Securities LLC and Lazard Frères & Co. LLC, respectively, in connection with the rendering of their fairness opinions and performing their related financial analyses, as described below under “The Mergers—Opinions of Bridge’s and the Special Committee’s Financial Advisors” beginning on page [●]. Although presented with numeric specificity, these financial projections reflect numerous estimates and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to Bridge’s business) that are inherently uncertain and may be beyond the control of Bridge, and were made by Bridge’s management at the time the preliminary financial projections were prepared by Bridge’s management. If any of these estimates and assumptions prove to be wrong, the actual results may differ materially from the results reflected in the financial projections. The financial projections also do not reflect general business, economic, market and financial conditions and any changes in any of these conditions over the period of the projections could result in the actual results differing materially from the results reflected in the financial projections.

Bridge may be unable to attract or retain key employees during the pendency of the mergers.

In connection with the pending mergers, Bridge’s current and prospective employees may experience uncertainty about their future roles with Apollo following the mergers, which may materially adversely affect Bridge’s ability to attract and retain key personnel during the pendency of the mergers. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Bridge following the merger. Accordingly, no assurance can be given that Bridge will be able to retain key employees to the same extent that Bridge has been able to in the past.

Potential litigation against Apollo and Bridge could result in substantial costs, an injunction preventing the completion of the mergers and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Apollo and Bridge cannot predict the outcome of these lawsuits, or others, nor can either company predict the amount of time and expense that will be required to resolve such litigation. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Apollo’s and Bridge’s respective liquidity and financial condition.

Stockholders of Bridge may file lawsuits against Apollo, Bridge and/or the directors and officers of either company in connection with the mergers. These lawsuits could prevent or delay the completion of the mergers and result in significant costs to Bridge and/or Apollo, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

 

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Completion of the mergers may trigger change in control or other provisions in certain agreements (including agreements with certain portfolio investments of Bridge sponsored funds) to which Bridge or a subsidiary or affiliated entity is a party, or result in the assignment of the investment management agreements between Bridge and the funds and other accounts Bridge manages, which, in each case, may have an adverse impact on Apollo’s business and results of operations after the mergers.

The completion of the mergers may trigger change in control and other provisions in certain agreements to which Bridge or a subsidiary or affiliated entity (including agreements with certain portfolio investments of Bridge sponsored funds) is a party. If Apollo and Bridge are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Apollo and Bridge are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Apollo or Bridge following the transaction.

In addition, under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), each of the investment management agreements for the funds and other accounts Bridge manages must provide that it may not be assigned without the consent of the particular fund or other account. An assignment may occur under the Advisers Act if, among other things, Bridge or Bridge LLC undergoes a change of control, including in connection with the mergers. Pursuant to the merger agreement, both Bridge and Bridge LLC will undergo changes of control upon completion of the mergers. If a change of control transaction occurs, including with respect to the mergers, Bridge cannot be certain that its relevant SEC-registered investment adviser subsidiaries will be able to obtain the necessary consents from the funds and other accounts, which could cause Bridge to lose the management fees and performance fees it earns from such funds and other accounts.

Bridge stockholders are not entitled to appraisal rights in connection with the mergers.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the DGCL, holders of shares of Bridge common stock will not have rights to an appraisal of the fair value of their shares in connection with the mergers. See “The Mergers—No Appraisal Rights” beginning on page [●] for additional information.

The shares of Apollo common stock to be received by Bridge stockholders and holders of Bridge LLC Class A common units upon completion of the Corporate Merger will have different rights from shares of Bridge common stock and Bridge LLC Class A common units.

Upon completion of the Corporate Merger, Bridge stockholders will no longer be stockholders of Bridge and holders of Bridge LLC Class A common units will no longer be unitholders of Bridge LLC but will instead become stockholders of Apollo, and their rights as Apollo stockholders will be governed by the terms of Apollo’s certificate of incorporation, as amended (“Apollo’s certificate of incorporation”), and Apollo’s bylaws, as amended (“Apollo’s bylaws”). The terms of Apollo’s certificate of incorporation and Apollo’s bylaws are in some respects materially different than the terms of Bridge’s certificate of incorporation, as amended and restated (“Bridge’s certificate of incorporation”), and Bridge’s bylaws, which currently govern the rights of Bridge stockholders, and the Bridge LLC operating agreement, which currently governs the rights of Bridge LLC Class A unitholders. See “Comparison of Rights of Stockholders of Apollo and Bridge and Class A Unitholders of Bridge LLC” beginning on page [●] for a discussion of the different rights associated with shares of Bridge common stock, Bridge LLC Class A common units and shares of Apollo common stock.

Bridge stockholders will have a significantly reduced ownership and voting interest after the mergers and will exercise less influence over the policies of Apollo following the transaction than they now have on the policies of Bridge.

Apollo stockholders currently have the right to vote in the election of the Apollo Board and on other matters affecting Apollo. Bridge stockholders currently have the right to vote in the election of the Bridge Board and on

 

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other matters affecting Bridge. Immediately after the mergers are completed, it is expected that current Apollo stockholders will own approximately    % of the shares of outstanding common stock of Apollo following the transaction, and current Bridge stockholders will own approximately    % of the common stock outstanding of Apollo following the transaction. As a result, current Bridge stockholders will have significantly less influence on the policies of Apollo than they now have on the policies of Bridge.

Risks Related to Apollo After Completion of the Mergers

Apollo may not achieve the intended benefits and the mergers may disrupt its current plans or operations.

There can be no assurance that Apollo will be able to successfully realize the expected benefits of the potential transaction. Difficulties in integrating Bridge into Apollo may result in Apollo performing differently than expected and in operational challenges. The integration of the two companies may result in material challenges, including: (i) the diversion of management’s attention from ongoing business concerns; (ii) retaining key management and other employees; (iii) retaining or attracting business and operational relationships; (iv) the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; (v) consolidating corporate and administrative infrastructures and eliminating duplicative operations; (vi) unanticipated issues in integrating information technology, communications and other systems; and (vii) potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition.

The market price of Apollo common stock may decline as a result of the mergers.

The market price of Apollo common stock may decline as a result of the mergers if, among other things, it is unable to achieve the expected benefits of the mergers, if the mergers are not completed within the anticipated timeframe or if the transaction costs related to the mergers are greater than expected. The market price of Apollo common stock also may decline if Apollo does not achieve the perceived benefits of the mergers as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the mergers on Apollo’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The mergers may result in a loss of clients and other business partners and may result in the termination of existing contracts.

Following the mergers, some of the clients and other business partners of Bridge may terminate or scale back their current or prospective business relationships with Apollo. In particular, the mergers require the consent of Bridge clients for the assignment of contracts governing the investment advisory services from Bridge to Apollo, and some clients may choose to withhold their consent or whose consent may not be obtained on favorable terms to Apollo. Bridge also has additional contracts with clients and other business partners that may require it to obtain consents from these other parties in connection with the mergers, which may also not be obtained on favorable terms or at all. If relationships with clients and other business partners are adversely affected by the mergers, or if Apollo, following the mergers, loses the benefits of the contracts of Bridge, this could have a negative impact on Apollo’s business and financial performance.

Apollo’s certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain legal actions between Apollo and its stockholders, which could limit Apollo stockholders’ ability to obtain a judicial forum viewed by the stockholders as more favorable for disputes with Apollo or Apollo’s directors, officers or employees, and the enforceability of the exclusive forum provision may be subject to uncertainty.

Article XIV of Apollo’s certificate of incorporation provides that, unless Apollo consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on Apollo’s behalf; (b) any action asserting a claim of breach of a fiduciary duty owed by any of Apollo’s current or former directors, officers, other employees or stockholders to Apollo or its stockholders; (c) any action asserting

 

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a claim arising pursuant to any provision of the DGCL, Apollo’s certificate of incorporation or Apollo’s bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.

The exclusive forum provision also provides that it will not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction, in which case the U.S. federal district courts shall be the exclusive forum for such claims unless Apollo consents in writing to an alternative forum. Apollo stockholders cannot waive, and will not be deemed to have waived under the exclusive forum provision, Apollo’s compliance with the federal securities laws and the rules and regulations thereunder.

Although Apollo believes this exclusive forum provision benefits Apollo by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, this exclusive forum provision may limit the ability of a stockholder, including a former Bridge stockholder or a former holder of Bridge LLC Class A common units who becomes an Apollo stockholder after the mergers are completed, to bring a claim in a judicial forum that it finds favorable for disputes with Apollo or any of Apollo’s directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds the exclusive forum provision contained in Apollo’s certificate of incorporation to be unenforceable or inapplicable in an action, Apollo may incur additional costs associated with resolving such action in other jurisdictions, which could harm Apollo’s business, operating results and financial condition.

Other Risk Factors of Apollo and Bridge

Apollo’s and Bridge’s businesses are and will be subject to all the respective risks described above. In addition, Apollo and Bridge are and will continue to be subject to all the respective risks described in Apollo’s and Bridge’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2024 as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC and incorporated by reference into this proxy statement/prospectus. For the location of information incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page [●].

 

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THE MERGERS

The following is a discussion of the transactions and the material terms of the merger agreement between Apollo and Bridge. You are urged to read the merger agreement carefully and in its entirety. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and incorporated by reference in this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the mergers that is important to you. This section is not intended to provide you with any factual information about Apollo or Bridge. Such information can be found elsewhere in this proxy statement/prospectus (including the annexes hereto) and in the public filings Apollo and Bridge make with the SEC that are incorporated by reference into this proxy statement/prospectus as described in “Where You Can Find More Information” beginning on page [●].

Background of the Mergers

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among members of the special committee, the Bridge Board, Bridge’s management, Bridge’s advisors and representatives, Apollo, Apollo’s management, Apollo’s advisors and representatives, or any other parties. Other than as described herein, there have been no material contacts between Bridge and Apollo in the past two years.

The Bridge Board and Bridge’s management regularly review and assess Bridge’s performance, strategy, financial position, leverage, opportunities and risks in light of current business and economic conditions, developments in the real estate investment, real estate management and asset management industries, and potential future industry developments. These reviews have taken place consistently through different macro environments. While reviewing long-term strategies and objectives, the Bridge Board and Bridge’s management have considered various potential strategic alternatives with the goal of maximizing stockholder value, including potential asset purchases and dispositions, and business combination transactions.

In June 2023, Robert Morse, Executive Chairman of Bridge, held various discussions with the chief executive officer of a strategic company (“Bidder A”) in which Bidder A expressed interest in potentially submitting an offer with respect to a potential acquisition transaction involving Bridge. No price or other terms were specified by Bidder A at that time.

On June 21, 2023, the Bridge Board held a meeting with representatives of Bridge’s management. Mr. Morse provided an update on recent discussions he had with the chief executive officer of Bidder A in which the chief executive officer expressed interest in pursuing a potential strategic transaction with Bridge, including Bidder A potentially acquiring Bridge’s outstanding public stock for cash, and noted that they did not discuss valuation or other economic terms during their conversation. The Bridge Board discussed this opportunity and agreed to explore the opportunity further to determine if it could potentially provide significant value for Bridge stockholders. The Bridge Board further discussed the potential engagement of a financial advisor to assist Bridge in evaluating this opportunity. Following discussion, the Bridge Board agreed that Bridge’s management should continue ongoing preliminary discussions with respect to the engagement of financial advisors.

On June 28, 2023, following consultation with internal counsel and Latham & Watkins LLP (“Latham”), who has historically acted as Bridge’s legal counsel from time to time, the Bridge Board established by unanimous written consent a special committee (the “Initial Special Committee”). The Bridge Board decided to form the Initial Special Committee to lead the potential sale process to ensure that, in light of Bridge’s management’s significant ownership interest in Bridge, independent and disinterested directors with no conflicts of interests could lead negotiations with respect to a potential strategic transaction involving Bridge. The Initial Special Committee was comprised of independent directors, within the meaning of the listing standards of the New York Stock Exchange (“NYSE”), Deborah Hopkins, Debra Martin Chase and Chad Leat, each of whom was determined by the Bridge Board to be independent and disinterested in connection with a proposed transaction

 

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with Bidder A following a review and discussion of the independence questionnaires and disclosures by such directors, to (a) conduct an independent review of a potential strategic transaction with Bidder A and make an independent determination with respect thereto; (b) explore and evaluate other potential alternative third-party transactions that may otherwise be available to Bridge; (c) determine whether the potential transaction with Bidder A or any alternative transaction was advisable and make a recommendation to the Bridge Board with respect thereto; and (d) take all other actions relating to a potential transaction with Bidder A and any alternatives as the Initial Special Committee deemed to be necessary or appropriate in order for the Initial Special Committee to discharge its duties. The Bridge Board further resolved that the Bridge Board would not approve or recommend for approval by Bridge stockholders any potential strategic transaction (i) without a prior favorable recommendation by the Initial Special Committee and (ii) unless such transaction has been approved by a fully informed vote of Bridge stockholders representing a majority of the aggregate voting power of the outstanding shares of common stock of Bridge who do not have a material interest in the potential transaction (other than an interest by virtue of their ownership of shares of Class A common stock or other securities of Bridge or its affiliates) (the approval described in clause (ii), the “majority of the minority approval”).

On June 29, 2023, the Initial Special Committee held an initial organizational meeting with the support of representatives of Latham and Bridge’s management. Mr. Morse provided the Initial Special Committee with a brief update on the status of the preliminary and high-level discussions with Bidder A. Following the management directors’ departure from the meeting, a representative of Latham provided the Initial Special Committee with an overview of the role of a special committee and the fiduciary duties of directors in connection with a potential transaction, and recommended that the Initial Special Committee retain its own independent financial and legal advisors to assist with evaluating a potential transaction. The Initial Special Committee determined to appoint Mr. Leat as chairperson of such Initial Special Committee. Following the meeting, the Initial Special Committee advised Bridge’s management team on the parameters for any upcoming discussions with Bidder A, including no discussions at this time regarding any post-transaction employment of members of Bridge’s management team.

In connection with evaluating any proposal that may be received from Bidder A and exploring and evaluating any other potential strategic alternatives, Bridge formally engaged a financial advisor to Bridge for such purposes pursuant to an engagement letter, dated July 1, 2023, effective as of June 11, 2023, for a number of reasons that included such financial advisor’s experience and expertise as a financial advisor in a wide variety of transactions and its familiarity with Bridge’s business.

On July 11, 2023, the Initial Special Committee held a meeting. Mr. Leat provided an update on the status of discussions between Mr. Morse and the chief executive officer of Bidder A. Mr. Leat noted that the chief executive officer of Bidder A had conveyed to Mr. Morse a continued interest in pursuing a potential transaction with Bridge and requested that Bridge work with Bidder A to facilitate due diligence review towards establishing a more formal offer. Mr. Leat also provided an update on the various conversations he had conducted in order to identify and engage independent legal counsel for the Initial Special Committee, including a review of any existing relationships with Bidder A or Bridge’s management. Following discussion of potential legal advisors, the Initial Special Committee determined to engage Cravath, Swaine & Moore LLP (“Cravath”) as its independent legal counsel in connection with any potential transaction and begin the process of engaging its independent financial advisor to assist in their work with respect to any potential transaction.

On July 19, 2023, Bridge entered into a non-disclosure agreement with Bidder A, which contained a standstill provision but did not prevent Bidder A from making private requests for amendments or waivers of such standstill restrictions.

On July 24, 2023, after interviewing and evaluating several potential financial advisors, the Initial Special Committee held a meeting at which they determined to engage Lazard Frères & Co. LLC (“Lazard”) as its independent financial advisor to assist in their work with respect to any potential transaction. After reviewing a relationship disclosure provided by Lazard, the Initial Special Committee selected Lazard for a number of

 

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reasons, including Lazard’s experience and expertise in applicable industry sectors as well as its experience and expertise in advising special committees in similar transactions.

On July 25, 2023, the Initial Special Committee entered into a formal engagement letter with Lazard in connection with the committee’s review of potential strategic alternatives for Bridge and to advise the Initial Special Committee in connection with any potential transaction.

During the months of July and August 2023, Bidder A conducted its preliminary due diligence on Bridge in order to prepare and deliver an initial proposal with respect to a potential acquisition transaction, including review of certain financial forecasts for the Bridge business that had been prepared by Bridge’s management and reviewed and approved for use by the Initial Special Committee and the Bridge Board.

In late August 2023, Bidder A informed Bridge that it would not be submitting a proposal for a potential acquisition transaction. Following these developments, the Initial Special Committee and the Bridge Board determined not to actively pursue an alternative strategic transaction at that time but to continue to monitor the markets and the possibility of a strategic transaction in the future, and directed their respective financial and legal advisors to cease all work with respect to a potential transaction. In connection therewith, Bridge officially terminated its engagement of its financial advisor with respect to such potential transaction, which was acknowledged by such financial advisor effective on November 1, 2023, and the Initial Special Committee determined to dissolve itself on November 7, 2023.

In November 2023, the Bridge Board began to evaluate whether to pursue certain potential financing or other strategic options, including a potential private placement financing transaction. On February 1, 2024, Bridge engaged J.P. Morgan Securities LLC (“J.P. Morgan”) to act as a financial advisor to Bridge in connection with such proposed private placement financing transaction, pursuant to an engagement letter dated as of such date. In connection with such engagement, during February and March 2024, J.P. Morgan contacted twenty-six potential third-party investors to gauge interest in a potential private placement financing transaction, eleven of which entered into a confidentiality agreement with Bridge, each of which contained a standstill provision.

On February 16, 2024, in connection with the ongoing exploration of a potential private placement financing transaction, Mr. Morse had a telephone conversation with Apollo, to gauge Apollo’s interest in a potential private placement financing transaction with Bridge.

On March 19, 2024, Bridge and Apollo entered into a confidentiality agreement, which contained a standstill provision but did not prevent Apollo from making private requests for amendments or waivers of such standstill restrictions.

On April 2, 2024, the Bridge Board held a meeting with representatives of Bridge’s management. Mr. Morse provided an update on the various discussions that had been occurring with potential counterparties to a private placement financing transaction. Representatives of Bridge’s management noted that a number of such potential counterparties had indicated that they would not be pursuing a private placement financing transaction but would be interested in exploring alternative strategic transactions with Bridge, including acquisitions of the publicly traded shares or a larger strategic acquisition or merger. Following discussion, the Bridge Board concluded that it would be in the best interest of Bridge and its stockholders to continue to pursue a private placement financing transaction with the parties remaining involved in that process while also concurrently engaging with alternative counterparties regarding a potential strategic transaction. In light of that conclusion, the Bridge Board determined it would be appropriate to re-form a special committee to lead the potential strategic transactions process to ensure that, in light of Bridge’s management’s significant ownership interest in Bridge, independent and disinterested directors with no conflicts of interests could lead negotiations with respect to a potential strategic transaction involving Bridge. The Bridge Board therefore discussed re-forming a special committee of independent directors, within the meaning of the listing standards of the NYSE, to consider the alternative of engaging in a larger strategic transaction. Each of Ms. Hopkins, Ms. Chase and Mr. Leat

 

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reconfirmed the information previously provided regarding their independence and disinterestedness in a potential transaction. Following discussion, the Bridge Board determined each of Ms. Hopkins, Ms. Chase and Mr. Leat to be independent and disinterested in connection with an exploration of potential strategic transactions for Bridge and authorized the re-constitution of a special committee, comprised of the same directors who had served on the Initial Special Committee, to (a) review and evaluate any potential strategic opportunities for Bridge and its affiliates, including, without limitation, a potential sale of Bridge or its assets or portions thereof; (b) explore other potential alternative third-party transactions; and (c) take all other actions relating to a potential transaction and any alternatives as the special committee may deem to be necessary or appropriate in order for the special committee to discharge its duties. The Bridge Board further resolved that the Bridge Board shall not approve or recommend for approval by Bridge stockholders any potential strategic transaction (i) without a prior favorable recommendation by the special committee, and (ii) unless such transaction has obtained the majority of the minority approval.

Also on April 2, 2024, Mr. Morse and other members of Bridge’s management team, including, among others, Jonathan Slager, Chief Executive Officer of Bridge, had a telephone conversation with Apollo to discuss the possibility of a potential financing transaction between Apollo and Bridge.

On April 4, April 5 and April 8, 2024, the special committee held three separate organizational meetings at which the special committee discussed and approved (a) the appointment of Mr. Leat as Chair of the special committee, (b) the reengagement of Cravath as independent legal counsel to the special committee and (c) the reengagement of Lazard to assist the special committee. At these meetings, the special committee also discussed the roles and responsibilities of the special committee (and its legal and financial advisors) and Bridge’s management team (and its legal and financial advisors) with respect to the evaluation and negotiation of any potential strategic transactions, including appropriate parameters for Bridge’s management team (and its legal and financial advisors) to contact and engage in discussions with potential counterparties in addition to the special committee’s legal and financial advisors. The special committee determined that it would be in the best interest of Bridge and its stockholders for each of Bridge’s management, the special committee and their respective legal and financial advisors to engage with potential counterparties in a coordinated and collaborative way within clear parameters, including that members of Bridge’s management would not be permitted to discuss any matters related to employment or compensation or any other terms of a potential transaction with respect to Bridge’s management. The special committee requested Cravath draft process guidelines for Bridge’s management team reflecting the parameters discussed.

On April 8, 2024, following review, discussion and negotiation of the proposed terms of reengagement of Lazard and consideration of the disclosure provided by Lazard of its relationships with Bridge and certain potential counterparties, the special committee reengaged Lazard to act as a financial advisor to the special committee in connection with the special committee’s review of potential strategic and financial alternatives for Bridge and to advise the special committee in connection with any proposed transaction pursuant to an engagement letter dated as of such date (the “Lazard Engagement Letter”).

On April 9, 2024, the Bridge Board held a meeting to hear updates from J.P. Morgan regarding potential strategic transactions that may be available to Bridge and to approve compensation for the members of the special committee. Also on April 9, 2024, on behalf of the special committee, Cravath shared with Bridge’s management team certain guidelines and directions from the special committee to Bridge’s management with respect to their role in the potential strategic transaction process, including an instruction to refrain from engaging in any discussion with potential counterparties of future roles or compensation for Bridge’s management team or any other terms specific to Bridge’s management team without prior authorization by the special committee.

On April 12, April 14 and April 15, 2024, the special committee held three separate meetings with representatives of Cravath and Lazard. At these meetings, representatives of Cravath reviewed with the special committee members their scope of authority and their fiduciary duties in the context of a review of potential

 

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strategic transactions. Representatives of Lazard discussed with the special committee the potential strategic alternatives for Bridge, including a potential private placement financing transaction and a potential sale of Bridge. The special committee also reviewed and discussed a draft process letter to be provided to potential counterparties as well as the list of potentially interested counterparties to be contacted in connection with a potential transaction, which had been designed to include parties across a range of different industries and profiles in order to maximize the chances of identifying the particular type of counterparty that could offer the most compelling proposal in a potential sale of Bridge. The list of potentially interested counterparties to be contacted included Apollo, and Mr. Leat noted his familiarity with certain members of the Apollo leadership team through, among other things, his roles on the board of directors of two financing companies affiliated with Apollo. During the course of these meetings, representatives of Lazard reviewed with the special committee the initial draft financial projections for Bridge provided by Bridge’s management team for use in connection with the process. These financial projections included the then contemplated strategic growth initiatives and, as requested by the special committee, included both a market case as well as a sensitivity case designed to take into account ongoing challenges in the real estate sector and the real estate asset management industry at the time. At a meeting held on April 15, 2024, after prior discussions with Lazard, Cravath and Bridge’s management team, the special committee determined to use Bridge’s management’s market case as the financial projections to be distributed to potentially interested parties in the strategic alternatives process. The special committee, together with Cravath, also reviewed updated relationship disclosures provided by Lazard with respect to its relationships with Bridge and certain potential counterparties and determined that these relationships would not impede Lazard’s ability to represent the interests of the special committee.

On April 18, 2024, on behalf of the special committee, representatives of Lazard and J.P. Morgan distributed a process letter regarding a potential strategic transaction with Bridge to a number of potential counterparties, including certain potential counterparties which Bridge had previously contacted in connection with a potential private placement financing transaction, which process letter included a deadline of May 28, 2024 for initial indications of interest. Lazard and J.P. Morgan also opened the virtual data room containing preliminary due diligence information (including the projections previously approved by the special committee for distribution on April 15, 2024) to potential counterparties that had entered into a confidentiality agreement with Bridge. Lazard and J.P. Morgan collectively contacted 24 potential interested parties, 14 of which entered (or had previously entered) into confidentiality agreements with Bridge, including Bidder B, Bidder C and Bidder D (each, as defined below), each of which contained a standstill provision. Of the 14 confidentiality agreements, 7 agreements did not prevent the potential investors from making private requests for amendments or waivers of such standstill restrictions.

Throughout the month of May 2024, Lazard and J.P. Morgan facilitated introductory and diligence calls between Bridge and various counterparties, including Apollo.

On May 9, 2024, with the prior authorization of the special committee, Mr. Slager and another member of Bridge’s deal team had a telephone conversation with representatives from Apollo to facilitate due diligence on the performance of certain Bridge funds.

On May 24, 2024, the special committee held a meeting with representatives of Cravath and Lazard. The special committee discussed updates on interactions with potential counterparties since their prior meeting and the current expectations regarding each potential counterparty’s likelihood of submitting an initial indication of interest by the May 28 deadline. The special committee discussed the broad range of different transaction structures that might be proposed by the potential counterparties.

On May 28, 2024, representatives of Apollo submitted a preliminary, non-binding indication of interest to acquire all of the issued and outstanding equity interests in Bridge in a stock-for-stock transaction, with a proposed implied offer price range for the fully diluted equity interests in Bridge of $9.25 to $10.25 per share of Bridge Class A common stock and based upon an exchange ratio to be agreed at signing (the “May 2024 Proposal”). Also on May 28, 2024, Bridge received (a) a preliminary, non-binding proposal from a potential

 

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financial acquiror (“Bidder B”) to acquire all of the shares of Bridge Class A common stock not owned by Bridge’s executive team, with an implied equity valuation range for 100% of Bridge of $1.16 billion to $1.40 billion and proposed offer price range for shares of Bridge Class A common stock at $8.38 to $10.06 per share, and (b) a preliminary, non-binding indication of interest from a potential strategic acquiror (“Bidder C”), which did not contain any proposed financial terms but expressed interest in continuing to conduct due diligence to support a potential formal proposal. The closing price per share of Bridge Class A common stock on May 28, 2024 was $7.81.

On May 30, 2024, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Lazard provided the special committee with updates on the potential strategic transaction process, including the indication of interest letters received from Apollo, Bidder B and Bidder C. Representatives of Lazard noted that Bridge had also received a verbal indication of interest from a potential strategic acquiror (“Bidder D”) with a valuation range at or around Bridge’s then-current share price and that three other potential strategic acquirors (respectively, “Bidder E”, “Bidder F” and “Bidder G”) had verbally communicated that they remained interested in a potential transaction with Bridge but required additional time to conduct diligence and evaluate the opportunity. Representatives of Lazard reviewed the first round initial indications of interest received from Apollo, Bidder B and Bidder C with the special committee, including financial considerations associated with each of the potential counterparties and their indications of interest, and discussed with the special committee which potential counterparties, if any, to advance to the second round of the strategic transaction process and proposed verbal responses to each of the various potential counterparties. Following discussion, the special committee determined to continue to engage with Bidder C and the other four potential strategic acquirors while proceeding with advancing Apollo and Bidder B to the second round of the strategic transaction process, which was subsequently communicated to Apollo and Bidder B by Lazard and J.P. Morgan.

On June 10, 2024, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Lazard provided the special committee with various updates on interactions with potential counterparties, including that Bidder B had been provided additional information for financial modeling and that Bidder E continued to actively conduct due diligence but had not had any further substantial engagement with Bridge, J.P. Morgan or Lazard. The special committee also discussed the May 2024 Proposal from Apollo and certain conversations that Mr. Leat had with Mr. Morse on the terms contained therein, including Apollo’s request for further diligence information on Bridge’s tax receivable agreement (the “TRA”) and Apollo’s position that any payments under the TRA would be for the account of the existing holders. Referencing materials Lazard shared with the special committee prior to the meeting, representatives of Lazard reviewed with the special committee how amounts payable under the TRA would impact Apollo’s proposal based on an analysis prepared by Bridge’s management team, and discussed with the special committee the assumptions Apollo might have made in its proposal. Following discussion, the special committee determined that Lazard and J.P. Morgan should provide Apollo with Bridge’s management team’s change-of-control analysis of the TRA to help progress the negotiations with Apollo. The special committee reaffirmed that, at that stage, Bridge, J.P. Morgan and Lazard should continue not to discuss with potential bidders any potential terms for Bridge’s management team that may differ from any other stockholders without the special committee’s permission.

On June 13, 2024, Bidder C submitted a follow-up diligence request list to representatives of J.P. Morgan. Despite further outreach and solicitation by representatives of J.P. Morgan, Bidder C did not submit a full bid. J.P. Morgan shared such interactions with Bidder C with Bridge and Lazard.

Also on June 13, 2024, the special committee had organized a meeting with representatives of Cravath and Lazard but only Mr. Leat was able to attend and Ms. Hopkins and Ms. Chase were not present. Representatives of Lazard noted that, at the direction of the special committee, Apollo had been provided the TRA change-of-control analysis and other related tax items and had indicated it would be open to discussing options with respect to the treatment of the TRA. Representatives of Lazard also noted that Bridge had populated a comprehensive round two virtual data room, which had been reviewed by Cravath and Lazard, but had not been opened yet. Mr. Leat asked questions and discussion ensued, including on whether to open the virtual data room

 

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to Apollo at that time. The matters discussed with Mr. Leat were subsequently reviewed in detail with Ms. Hopkins and Ms. Chase, and as a result of these discussions, the special committee determined to proceed with opening the virtual data room to Apollo in order to continue to progress negotiations.

On June 17, 2024, the special committee had organized a meeting with representatives of Cravath and Lazard but only Ms. Hopkins was able to attend and Ms. Chase and Mr. Leat were not present. Representatives of Lazard noted that given the majority voting stake Bridge’s management team held in Bridge, their support would be necessary for advancing any potential transaction, and they were still evaluating their level of interest in a potential transaction with Apollo based on the May 2024 Proposal, including the potential role Bridge’s management team could have at Apollo following a potential transaction and whether Apollo would permit members of Bridge’s management team to continue to retain a portion of their equity ownership in Bridge. Representatives of Lazard noted that they and J.P. Morgan agreed the next step should be to schedule a meeting with Apollo to discuss transaction structure and obtain greater clarity on the type of transaction Apollo was interested in pursuing for both the special committee and Bridge’s management team. The matters discussed with Ms. Hopkins were subsequently reviewed in detail with Ms. Chase and Mr. Leat.

On June 18, 2024, the comprehensive “second round” virtual data room was opened to Apollo and Bidder B.

On June 24, 2024, certain members of Bridge’s management team, including members of its Client Solutions Group, had a telephone conversation with certain representatives from Apollo to provide due diligence information on, among other matters, Bridge’s fundraising pipeline.

On June 26, 2024, Bidder F conveyed to representatives of J.P. Morgan that it would not be moving forward in the process.

On July 2, 2024, Mr. Morse and Mr. Leat had a telephone conversation with David Sambur, a Partner and Co-Head of Equity at Apollo to discuss, among other matters, a potential transaction between Apollo and Bridge, including respective capabilities and complementary strengths of each firm, the status of due diligence, and potential transaction structure matters.

Later on July 2, 2024, the special committee held a meeting with representatives of Cravath and Lazard. Mr. Leat provided an update on the conversation earlier that day with Apollo covering a range of business-related topics such as potential synergies between Bridge and Apollo and how Bridge’s business might be best integrated with Apollo’s business. Mr. Leat noted that, as previously previewed for the special committee during the special committee meeting on June 17, 2024, Mr. Morse had expressed to Apollo the interest of Bridge’s management team in retaining a portion of their ownership of Bridge in any potential transaction but that there had not been any discussion of the TRA or any compensation or similar arrangements for Bridge’s management. Representatives of Lazard discussed with the special committee the current status of discussions with Bidder E, and the special committee agreed to direct Mr. Morse to schedule a meeting with Bidder E to explore their interest in a potential transaction further. The special committee discussed Bridge’s financial results for the second quarter of 2024 and their potential impact on the ongoing process. Finally, representatives of Lazard shared that Lazard and Cravath were working with J.P. Morgan to draft a second round process letter to be shared with potential counterparties and recommended setting a short deadline for a final proposal in order to maintain competitive tension among the remaining potential counterparties.

On July 3, 2024, a Bridge Board meeting was held and, among other matters, the Bridge Board discussed the status of ongoing discussions with various potential counterparties. In light of the progress made with various bidders, the Bridge Board, on the recommendation of the special committee, determined it was appropriate for Latham and Cravath to begin drafting a definitive merger agreement to be shared with Apollo and other potential counterparties for their review and markup as part of the second round of the bid process.

 

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On July 3, 2024, on behalf of the special committee, representatives of Lazard and J.P. Morgan circulated second round process letters to Apollo and Bidder B, which included a deadline of July 31, 2024 for a definitive proposal. The second round process letter sent to Apollo additionally included a request for a markup of the draft merger agreement by July 31, 2024. Given the preliminary nature of Bidder B’s proposal on May 28, 2024, the second round process letter sent to Bidder B included a request for a term sheet outlining the structure and key terms for its proposed transaction by July 31, 2024.

On July 8, 2024, the special committee held a meeting with representatives of Cravath and Lazard. At the meeting, Mr. Leat reported to the special committee that, following the July 2, 2024 call with Apollo, Mr. Morse had conveyed to Mr. Leat that Bridge’s management team would like to propose retaining approximately 40% of the total equity interest in Bridge in order to move forward with the May 2024 Proposal. Representatives of Cravath discussed with the special committee the equity retention proposed by Bridge’s management, including the potential impact on the consideration received by Bridge’s management team and the unaffiliated stockholders in a potential transaction. Following extensive discussion, the special committee decided to permit Bridge’s management team to propose their 40% equity retention to Apollo for a range of reasons, including (a) the fact that the unaffiliated stockholders could nevertheless receive an attractive premium in a transaction with Apollo, (b) the potential to request additional value for the unaffiliated stockholders if Apollo were willing to consider the proposed equity retention, (c) that the proposed transaction with Bidder B involved a buyout solely of the unaffiliated stockholders and (d) the need for Bridge’s management team, in their capacity as significant stockholders of Bridge, to ultimately support any potential transaction that might be pursued with Apollo. Following discussion, the special committee determined to permit Bridge’s management team to convey their request while also noting that significant benefits would also need to accrue to the unaffiliated stockholders.

The special committee also discussed and approved Mr. Leat hosting a dinner to help facilitate representatives of Apollo meeting in person with members of Bridge’s management team at which they could become better acquainted in the interest of accelerating the ongoing discussions of a potential transaction.

On July 11, 2024, Mr. Leat hosted a dinner for members of Bridge’s management team, including, among others, Mr. Morse and Mr. Slager, and Mr. Sambur from Apollo.

On July 16, 2024, the special committee held a meeting with representatives of Cravath and Lazard. Mr. Leat provided the special committee with a detailed summary of the July 11, 2024 dinner, noting the broadly positive conversation among the parties on the strategic opportunities and challenges of a potential transaction. Representatives of Lazard also shared with the special committee updates on the status of discussions with all potential counterparties, including a process call with Apollo, additional diligence calls with Bidder B (which had recently engaged external legal counsel), and a meeting with Bidder E at which Bidder E appeared less committed to the process. Representatives of Lazard noted that while neither Bidder C nor Bidder D had formally declined to submit a proposal for a potential transaction, neither had made any progress in pursuing a transaction with Bridge further. Representatives of Cravath provided a summary of the key terms of the draft merger agreement that had been prepared by Latham and Cravath for circulation to the parties in the second round. The special committee asked questions and discussed the foregoing, including potential strategies to obtain an increased per share purchase price from Apollo for Bridge’s unaffiliated stockholders.

On July 18, 2024, an auction draft merger agreement was distributed to Apollo. The auction draft merger agreement contemplated an all-cash deal for 100% of the outstanding equity of Bridge and did not contain any specific provisions with respect to the TRA.

On July 25, 2024, representatives of Bidder B advised representatives of J.P. Morgan that it would no longer be pursuing a potential transaction with Bridge and would not be submitting a second round bid.

On July 29, 2024, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Lazard provided the special committee with updates on discussions with Bidder B, Bidder E

 

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and Apollo. Representatives of Lazard noted that Bidder B had conveyed it would no longer be participating in the transaction process as it did not believe it could submit a proposal at a purchase price above Bridge’s then-current stock price. Representatives of Lazard noted that Bidder E had engaged a financial advisor but was unlikely to put forward a meaningful proposal. Representatives of Lazard noted that Apollo had conveyed that it was working on its proposal but expected it would seek an extension of the bid deadline in the near future. The special committee discussed the recent financial performance of Bridge and determined that Lazard should request that Bridge’s management team revise and update the financial projections previously prepared in April 2024 to take into account more recent performance and the challenges facing the real estate sector and the asset management industry in general. Following the special committee’s discussion, at the direction of the special committee, Lazard requested Bridge’s management update the financial projections.

On August 9, 2024, in connection with the second round bid process, Bridge received a letter of intent and non-binding term sheet from Apollo regarding a potential transaction with Bridge, which transaction would be structured as a stock-for-stock transaction involving the acquisition of 60% of the issued and outstanding equity interests of Bridge and a price per share of Bridge Class A common stock of $9.25 per share, with the remaining 40% of equity interests retained by certain members of Bridge’s management team (the “August Proposal”). The closing price per share of Bridge Class A common stock on this day was $7.57.

On August 10, 2024, Mr. Morse had a telephone conversation with Mr. Sambur to discuss certain clarifications to the August Proposal.

On August 12, 2024, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Lazard reviewed and discussed with the special committee (a) the term sheet received from Apollo, (b) its preliminary perspectives on the August Proposal and (c) the year-to-date financial results of Bridge as compared to the financial projections previously prepared in April 2024. The special committee discussed the forecasts that Bridge’s management previously produced and the considerations with respect to which forecasts Lazard should use in any analysis of Bridge. The special committee discussed with representatives of Lazard and Cravath strategies to shorten the timeline to sign definitive agreements for a potential transaction with Apollo and the appropriate response to Apollo with respect to its proposal. Following discussion, the special committee directed representatives of Cravath to communicate to Bridge that Bridge’s management team should pause its due diligence and any communications with Apollo to allow the special committee and Lazard to carry forward further discussions with Apollo.

On August 13, 2024, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Lazard provided the special committee with updates on their discussions with representatives of Apollo, including Apollo’s request for exclusivity and the additional detail on Apollo’s perspectives on how to implement the retention of equity by Bridge’s management. Following discussion, the special committee instructed Lazard to negotiate with Apollo to increase the purchase price to at least the high end of Apollo’s initial range and determined that Lazard should note that the proposed 40% equity retention for management was an item to be revisited in the negotiations. The special committee further discussed with representatives of Lazard and Cravath the timeline for a potential transaction with Apollo and the strategy for progressing efficiently towards such a transaction. Following discussion, the special committee determined that it would not consider granting Apollo’s request for a period of exclusivity until there was alignment on a per share purchase price.

On September 16, 2024, following review, discussion and negotiation of the proposed terms of engagement of J.P. Morgan, Bridge formally engaged J.P. Morgan to act as a financial advisor to Bridge in connection with Bridge’s review of potential strategic and financial alternatives for Bridge, pursuant to an engagement letter dated as of such date (the “J.P. Morgan Engagement Letter”).

On September 17, 2024, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Lazard shared with the special committee that Apollo had not been in contact with Lazard or

 

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J.P. Morgan since the prior meeting on August 13, 2024 at which Lazard had conveyed to Apollo the special committee’s feedback on the August Proposal.

On September 19, 2024, Mr. Morse had a telephone conversation with Mr. Sambur to inquire about expected timing of an updated bid from Apollo. Other than that conversation, from late September through October, Bridge did not receive any communications from Apollo with respect to an updated bid or a potential transaction.

On October 18, 2024, J.P. Morgan informed Bridge of outreach from a potential strategic acquiror (“Bidder H”) expressing interest in a potential strategic transaction with Bridge and connected Bidder H with Bridge. Also on October 23, 2024, Mr. Morse informed the special committee and Cravath of such outreach. On October 31, 2024, Bidder H entered into a confidentiality agreement, which contained a standstill provision but did not prevent Bidder H from making private requests for amendments or waivers of such standstill restrictions. At the end of October, Bridge’s management team updated the financial projections that had been previously shared with potential counterparties in April 2024 (including Apollo) in order to reflect the financial results of the intervening months but otherwise used the same methodology that had been used to prepare such projections. Following review by Lazard and J.P. Morgan, such updated financial projections were provided to Bidder H on November 4, 2024.

On November 6, 2024, the special committee held a meeting with representatives of Cravath and Lazard. At the meeting, the special committee discussed the outreach from Bidder H as well as the fact that it had been several months since Bridge had corresponded with Apollo. At the meeting, Mr. Leat noted that while the special committee and its advisors had not had any communications with Apollo on a proposal for a period of time, in the interest of full disclosure, he wanted to inform the special committee that Apollo had separately contacted him in a capacity unrelated to a potential Bridge transaction regarding the potential provision by Mr. Leat of certain consulting services to Apollo given his position on the boards of two financing companies affiliated with Apollo. Mr. Leat had raised the outreach with Cravath promptly after he had received it in order to discuss how to best manage those points of contact in the event that Apollo decided in the future to make another proposal for a strategic transaction with Bridge. Mr. Leat noted his discussions with Apollo were very preliminary and committed that he would not pursue any such opportunities further until the special committee had made a determination regarding his role on the special committee. Following discussion, the special committee agreed to revisit the topic at the appropriate time should a potential transaction with Apollo be revived.

On November 7, 2024, on behalf of the special committee, Cravath shared with Bridge’s management team an updated version of the process guidelines describing the role of the special committee and Bridge’s management team in light of the inbound interest from Bidder H.

Commencing in late November, Mr. Morse and Mr. Sambur had various telephone conversations and meetings to discuss whether Apollo would submit an updated bid and other process related questions, including Apollo’s remaining requirements for due diligence on Bridge.

On November 25, 2024, Mr. Morse conveyed to Mr. Sambur that, at the direction of the special committee, any proposals with respect to a potential transaction with Bridge should be directed to the special committee and its independent advisors in the first instance.

On November 27, 2024, the special committee received an updated letter of intent and non-binding term sheet from Apollo regarding a potential transaction with Bridge, which transaction would be structured as a stock-for-stock transaction involving the acquisition of 100% of the issued and outstanding equity interests of Bridge, an increased implied price per share of Bridge Class A common stock of $10.00 per share (which represented an approximately 8.1% increase from the offer in the August Proposal) and an exchange ratio to be fixed at signing (the “November Proposal”). The closing price per share of Bridge Class A common stock on November 27, 2024 was $9.89. The November Proposal assumed that the parties to Bridge’s TRA would waive

 

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any right to accelerated payments due under the TRA that would be triggered by virtue of the potential transaction.

On November 30, 2024, the special committee held a meeting with representatives of Cravath and Lazard. At the meeting, the special committee discussed Mr. Leat’s role on the special committee in light of the receipt of the November Proposal, and Mr. Leat shared with the special committee that he had not accepted any consulting or similar roles with Apollo to date. Representatives of Cravath noted that while the special committee was evaluating potential proposals from both Apollo and Bidder H, Mr. Leat would be recused from any consideration of the proposals from Apollo going forward. Following discussion, the special committee determined that, going forward, Mr. Leat would recuse himself from any and all deliberations, discussions and decision-making of the special committee related to any proposal by Apollo or otherwise and, in the event that the special committee were to decide to pursue a transaction with Apollo, Mr. Leat would then resign from the special committee. The special committee discussed the status of negotiations with Bidder H and the expected timing for receiving a written proposal from Bidder H. At that point, Mr. Leat departed the meeting, and the special committee discussed the November Proposal and potential responses to Apollo. Following discussion, the special committee directed Lazard to also share the November Proposal with J.P. Morgan and Bridge’s management team for their information and to convey to Apollo that the November Proposal was not sufficient for the special committee to engage in negotiations with Apollo regarding a transaction. Due to the uncertainty facing Bridge’s business and the timing for various key developments (including interest rates, the real estate sector, fundraising prospects and the broader economy) as well as the sensitivity in the financial projections to the degree of success forecasted to be achieved by a number of new strategies that had either been recently launched or were anticipated to be launched in the future, the special committee also directed Lazard to request updated financial projections, consisting of both the December Baseline Projections (as defined below) and the December Projections (as defined below) to help illustrate the range of potential future performance of Bridge, from Bridge’s management team for their review and approval.

On December 2, 2024, Mr. Leat, following a discussion of specific messaging with Lazard and Cravath, conveyed to Apollo that the November Proposal was not actionable from the perspective of the special committee and requested that Apollo submit a revised proposal.

On December 6, 2024, the special committee received a further updated letter of intent and non-binding term sheet from Apollo regarding a potential transaction with Bridge, which transaction would be structured as a stock-for-stock transaction involving the acquisition of 100% of the issued and outstanding equity interests of Bridge, an increased implied price per share of Bridge Class A common stock of $11.00 per share (which represented an approximately 19% increase from the offer in the August Proposal and a 10% increase from the offer in the November Proposal) and an exchange ratio to be fixed at signing (the “December Proposal”). The closing price of a share of Bridge Class A common stock on December 6, 2024 was $9.61. The December Proposal assumed a waiver by the TRA holders of any right to receive accelerated payments due under the TRA that would be triggered by virtue of the potential transaction. At the direction of the special committee, Lazard shared the December Proposal with J.P. Morgan and Bridge’s management team for their information.

On December 9, 2024, Bridge received a letter of intent and non-binding term sheet from Bidder H regarding a potential transaction with Bridge, involving the acquisition of 100% of the issued and outstanding equity interests of Bridge, including a proposed cash purchase price of: (i) $10.00 per share of Bridge Class A common stock based on the public float (excluding restricted stock held by employees); and (ii) $6.00-$7.00 per share of the remaining outstanding equity interests of Bridge with an additional $3.00-$4.00 per share of such interests constituting deferred consideration to be paid over the course of three to four years based on agreed performance thresholds (the “Bidder H proposal”). The closing price per share of Bridge Class A common stock on December 9, 2024 was $9.42.

On December 10, 2024, the special committee held a meeting with representatives of Cravath and Lazard. At the meeting, representatives of Lazard reviewed with the special committee the updated financial projections

 

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shared with Bidder H in November 2024, as well as a sensitivity case provided by Bridge’s management designed to take into account updated ongoing challenges in the real estate sector and the asset management industry at the time, and discussed the differences between the financial projections prepared in April 2024 and the updated financial projections shared with Bidder H in November 2024. Following Mr. Leat’s departure from the meeting, the special committee discussed the December Proposal and the proposal received from Bidder H. The special committee discussed (a) that Apollo’s bid reflected a far greater amount of analysis and due diligence, whereas Bidder H was in the early stages of its analysis and less certain of being able to proceed with a potential proposal at the price proposed, (b) the stock consideration proposed by Apollo as compared to the cash consideration proposed by Bidder H, (c) the difference in the price proposed by Apollo and Bidder H and (d) the exclusivity requested by each of Apollo and Bidder H. Following discussion, the special committee, without Mr. Leat present, authorized Lazard to share the December Proposal with J.P. Morgan and Bridge’s management team for their information and determined that although the December Proposal contained a higher purchase price compared to Bidder H’s proposal, there was not a significant enough difference in value between the proposals to enter exclusivity with Apollo at such time.

On December 10, 2024, Lazard, at the direction of the special committee, conveyed to Apollo that, since the December Proposal, Bridge had received a proposal from a potential strategic acquiror, and that the special committee would not agree to exclusivity with Apollo at such time without a further increase in Apollo’s proposed purchase price.

On December 11, 2024, the special committee received a “best and final” proposal from Apollo (the “Revised December Proposal”) proposing a stock-for-stock transaction involving the acquisition of 100% of the issued and outstanding equity interests of Bridge with (a) an increased implied price per share of Bridge Class A common stock of $11.50 per share (which represented an approximately 25% increase from the offer in the August Proposal, a 15% increase from the offer in the November Proposal and a 5% increase from the offer in the December Proposal), (b) a request for a 45-day exclusivity period and (c) the proposal expiring at 11:59 p.m. Eastern Time on December 12, 2024 unless Bridge agreed to the exclusivity period. The closing price per share of Bridge Class A common stock on December 11, 2024 was $9.53. At the direction of the special committee, Lazard shared the Revised December Proposal with J.P. Morgan and Bridge’s management team for their information.

On December 12, 2024, the special committee held a meeting with representatives of Cravath and Lazard to discuss the Revised December Proposal. Consistent with the special committee’s determination at the November 30, 2024 meeting, Mr. Leat did not attend the December 12 meeting, and Mr. Leat promptly resigned from the special committee following its conclusion. Representatives of Lazard reviewed the key terms of the Revised December Proposal with the special committee, including a comparison to the proposal received from Bidder H, and discussed with the Special committee a range of potential strategic responses to Apollo and Bidder H. The special committee considered a number of factors, including (a) that Apollo had already raised its purchase price multiple times and delivered this “best and final” proposal, (b) that Bridge had conducted a broad strategic alternatives process and held discussions with a large number of potentially interested parties and (c) that Apollo might not wait for the special committee to conduct extended due diligence and negotiations with Bidder H to determine whether its proposal was actionable. Following extended discussion, the special committee determined (i) in light of, among other factors, the proposed relative price and other terms of the proposals set forth in the Bidder H Proposal and the Revised December Proposal, Bidder H was not a competitive bidder, that Bridge should not pursue further discussions with Bidder H and to convey to Bidder H that the special committee was moving forward with exclusive negotiations with another party at that time, and (ii) it would be in the best interests of Bridge to continue to pursue discussions with Apollo as the best available and actionable offer and to convey to Apollo that it was willing to engage in exclusive negotiations with Apollo on the basis of the Revised December Proposal. In addition, now that the purchase price and other key material terms of a transaction with Apollo had been aligned on, the special committee determined to permit Apollo to begin discussions with Bridge’s management team on its role following a potential transaction, as long as the special committee was kept informed of such discussions and any such proposals would be fully subject to the special committee’s review and approval.

 

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On December 13, 2024, Bridge and Apollo entered into an Exclusivity Agreement, under which Bridge would exclusively discuss and negotiate a potential transaction with Apollo for a period of 45 days, subject to certain customary exceptions. Also on December 13, 2024, J.P. Morgan, at the direction of the special committee, conveyed to Bidder H that the special committee was moving forward with exclusive negotiations with another party at that time, and J.P. Morgan also ceased informal discussions with Bidder G.

On December 13, 2024, representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), legal counsel to Apollo, shared a legal due diligence request list with representatives of Cravath.

On December 17, 2024, a Bridge Board meeting was held, at which Bridge’s senior management team presented its 2025 fiscal year budget for approval in the ordinary course. Also presented during the meeting were revised financial forecasts prepared by Bridge’s management team, requested by the special committee on November 30, 2024, that consisted of (a) an updated and extended forecast for 2024 to 2029 (the “December Baseline Projections”) and (b) an alternative case for forecast for 2024 to 2029 on a largely consistent basis as the financial projections shared with Bidder H in November 2024 and reflecting certain increased growth assumptions (the “December Projections”). Following the Board meeting, the special committee approved the December Projections to be shared with Apollo.

On December 18, 2024, Bridge and Apollo entered into an amended and restated mutual confidentiality agreement.

During the last two weeks of December and throughout the month of January, a number of commercial diligence calls were held between representatives of Bridge and Apollo to discuss a range of topics regarding Bridge’s operations including, among others, tax matters, financial and accounting processes, financial forecasts, the 2025 financial budget, operations infrastructure, fundraising processes and future outlook, human resources and personnel matters, cybersecurity and data privacy matters, parent-level guarantees and other debt matters, and fund administration.

During the first two weeks of January, as previously authorized by the special committee, Mr. Morse and Mr. Sambur had a number of telephone conversations to discuss potential post-closing arrangements for certain members of Bridge’s senior management team. In addition, following his resignation from the special committee and with the special committee’s prior authorization, Mr. Leat held occasional telephone conversations both with Mr. Morse and with representatives of Apollo to help facilitate a potential transaction between Bridge and Apollo.

On January 8, 2025, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Lazard provided updates on conversations between Apollo and Bridge’s management team regarding potential post-closing arrangements for Bridge’s management team, which they had received through J.P. Morgan and Bridge’s management team. Representatives of Cravath also noted that Apollo had conveyed its interest in pursuing the transaction without a majority of the minority approval, which the special committee expressed it was not willing to do. Representatives of Lazard reviewed with the special committee the revised financial forecasts prepared by Bridge’s management team in December 2024. Representatives of Lazard discussed with the special committee a comparison of the December Projections and the December Baseline Projections against the financial projections prepared in April 2024 (which included adjustments to reflect the prevailing real estate and asset management environment at that time by the special committee in April 2024). The special committee discussed (a) the differences in assumptions with respect to capital raising and fee-related earnings across the various forecasts, (b) Bridge’s management team’s business strategy, (c) the projections for recently launched new initiatives and recently acquired strategies, (d) the uncertainty facing Bridge’s business, (e) key developments in the broader economy and the real estate industry and (f) their views on Bridge’s capital raising prospects and the success forecasted to be achieved by newly-launched or anticipated strategies. Based on the foregoing discussion, the special committee instructed Lazard to use the December Baseline Projections in its financial analysis. The special committee noted that it would be acceptable to provide the December Baseline

 

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Projections to Apollo, if requested, and that Apollo should be informed that the special committee and its financial advisor would be using the December Baseline Projections. The special committee, together with Cravath, also reviewed updated relationship disclosures provided by Lazard with respect to its relationships with Bridge and Apollo and determined that these relationships would not impede Lazard’s ability to represent the interests of the special committee.

On January 19, 2025, representatives of Paul, Weiss, legal counsel to Apollo, shared a markup of the auction draft merger agreement with representatives of Latham and Cravath. In the markup, among other matters, Apollo requested that certain significant stockholders of Bridge (who were yet to be identified) enter into a voting and support agreement and for Mr. Morse to enter into certain agreements with Apollo or its affiliate concurrently with signing the merger agreement, effective as of closing, including an offer letter, restrictive covenant agreement and a lock-up and release agreement. The markup from Paul, Weiss also removed the majority of the minority approval condition, proposed additional closing conditions, including the receipt of client consents representing 95% of Bridge’s base revenue run rate, and proposed a termination fee payable by Bridge, in certain circumstances, equal to 5% of Bridge’s equity value.

On January 21, 2025, representatives of Paul, Weiss sent to representatives of Cravath a draft exclusivity extension letter requesting the extension of the exclusivity end date through February 11, 2025. On January 22, 2025, the special committee held a meeting with representatives of Cravath and Lazard. The special committee discussed Apollo’s request for an extension to the exclusivity period and agreed that would be appropriate given the progress made to date. Representatives of Lazard reviewed with the special committee the latest proposed framework for incentivization and alignment terms for Bridge’s management team, including the fact that the management team would realize value based on the extent to which Bridge’s management team achieves all of the targets in the December Projections. Following discussion, the special committee determined that the outlines of the framework appeared reasonable and requested to be kept informed as the discussions and documentation progressed. Representatives of Cravath provided the special committee with updates on the review of Paul, Weiss’ markup of the draft merger agreement, noting that Cravath and Latham had been working closely together on the review and negotiation of the draft merger agreement and were involved in all discussions with Bridge’s senior management on the topic, and highlighting (a) the removal of the majority of the minority approval condition, (b) the requirement for certain significant stockholders of Bridge (who were yet to be identified) to enter into voting agreements with Apollo and (c) the inclusion of closing conditions relating to client consents and key individuals.

During the last two weeks of January, representatives from Bridge and Apollo had a number of in-person commercial diligence meetings to discuss, among other matters, Bridge’s investment processes and structure, and Apollo’s real estate platform.

On January 24, 2025, representatives of Paul, Weiss sent a draft voting and support agreement to representatives of Latham and Cravath, which provided, among other matters, that certain stockholders (who were yet to be identified), would agree to vote their shares in favor of the mergers.

On January 26, 2025, representatives of Latham and Cravath sent a revised draft merger agreement to representatives of Paul, Weiss. The revised draft included a termination fee equal to 2% of Bridge’s equity value proposed by the special committee and fewer closing conditions, including removing the inclusion of a client consent condition, and re-inclusion of the majority of the minority approval condition.

On January 27, 2025, Bridge and Apollo agreed to extend the exclusivity period set forth in the original exclusivity agreement for an additional 15 days following January 27, 2025, through February 11, 2025, as had been previously discussed with and approved by the special committee.

On January 28, 2025, representatives of Latham and Cravath sent a revised draft voting and support agreement to representatives of Paul, Weiss.

 

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On January 30, 2025, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Cravath discussed with the special committee the key issues included in the merger agreement issues list from Paul, Weiss, including (a) the majority of the minority approval condition, (b) the closing condition relating to client consents and certain key individuals, (c) the termination fee to be paid to Apollo, (d) quarterly dividends between signing and closing and (e) the parties’ rights in the event that Bridge receives an unsolicited alternative third-party proposal with respect to a potential transaction.

Also on January 30, 2025, representatives of Latham, Cravath and Paul, Weiss participated in a conference call to discuss issues raised by the latest draft merger agreement.

On January 31, 2025, a Bridge Board meeting was held, and the Bridge Board discussed, among other matters, the current status of discussions with Apollo. In addition, Mr. Leat noted for the Bridge Board that, as previously disclosed to the special committee and as discussed with members of the Bridge Board over the course of the bid process, he served on two boards of directors for financing companies affiliated with Apollo, and otherwise had relationships with certain individuals affiliated with Apollo. The Bridge Board acknowledged those relationships and the fact that Mr. Leat had resigned from the special committee and agreed that Mr. Leat could continue to participate in the Bridge Board discussions regarding the potential transaction.

On January 31, 2025 and February 4, 2025, representatives of Bridge, Latham, Cravath and Paul, Weiss participated in several legal diligence calls.

On February 1, 2025, representatives of Latham and Cravath sent a revised draft of the disclosure schedules to representatives of Paul, Weiss.

During the period from February 2, 2025 through February 23, 2025, members of Bridge’s management engaged in several due diligence discussions with representatives of Apollo. These discussions focused on Bridge’s operations, financial model, investment processes, information technology, property management operations, Bridge’s insurance business, overlap in Bridge’s and Apollo’s investor base, and long-range business plans, including fundraising plans and plans for various Bridge vertical non-controlling interests, and change of control consent requirements across Bridge’s portfolio of assets and funds.

Also during such time period, as authorized by the special committee on December 12, 2024, Mr. Morse and Mr. Sambur had a number of telephone discussions regarding the proposed post-closing compensation and incentive retention packages with respect to Bridge’s senior management team, and representatives of Bridge and Apollo had frequent, sometimes daily, telephone discussions regarding the deal process. J.P. Morgan, Lazard, Latham and Cravath were kept apprised of such discussions.

On February 3, 2025, representatives of Paul, Weiss requested the December Baseline Projections from Cravath. The December Baseline Projections were provided to Apollo on February 5, 2025.

On February 5, 2025, representatives of Paul, Weiss sent to Latham and Cravath revised drafts of the merger agreement and voting and support agreement, and drafts of other ancillary agreements, including a form of lock-up agreement and a form of restrictive covenant agreement. Among other matters, the revised merger agreement reflected the same proposals in Paul, Weiss’ initial markup, including the removal of the majority of the minority approval condition, the inclusion of a closing condition with respect to the receipt of client consents, and a termination fee payable by Bridge, in certain circumstances, equal to 5% of Bridge’s equity value.

On February 6, 2025, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Lazard shared updates on the status of negotiations with Apollo. Representatives of Cravath presented a summary of the key outstanding items in the revised draft of the merger agreement under negotiation with Apollo, including the removal of the majority of the minority approval condition, and discussed these key items with the special committee.

 

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On February 7, 2025, a Bridge Board meeting was held, and representatives of Latham and J.P. Morgan and members of management were in attendance. During the meeting, representatives of J.P. Morgan provided a status update on the overall deal process and status of discussions with Apollo. Representatives of Latham discussed with members of the Bridge Board their fiduciary duties in connection with a proposed sale of Bridge.

On February 8, 2025, representatives of Paul, Weiss sent comments on the disclosure schedules to representatives of Latham and Cravath.

During the course of February 10, 2025 through February 23, 2025, representatives of Latham, Cravath and Paul, Weiss continued to exchange drafts of, and continued to negotiate the terms of, the merger agreement, disclosure schedules, voting and support agreements, lock-up agreements and other ancillary agreements.

On February 10, 2025, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Cravath discussed with the special committee the key outstanding issues in the draft merger agreement under negotiation with Paul, Weiss. Representatives of Cravath also discussed with the special committee the amendments Apollo requested to be made to Bridge’s funds documentation to better align with the terms and structure of Apollo’s funds. Representatives of Cravath noted that Apollo was likely to request an extension of the exclusivity agreement given the upcoming expiration of the exclusivity period on February 11, 2025. The special committee discussed and was supportive of a short extension.

Also on February 10, 2025, representatives of Paul, Weiss contacted Cravath and requested an extension of the exclusivity agreement through February 14, 2025.

On February 11, 2025, Bridge and Apollo agreed to extend the exclusivity period until February 14, 2025 as had been previously discussed with and approved by the special committee.

On February 12, 2025, representatives of Bridge, Latham, Cravath, Apollo and Paul, Weiss participated in a due diligence call regarding Apollo’s business, including any material changes or circumstances at Apollo that had not been publicly disclosed, planned material announcements, Apollo’s ability to achieve its financial targets, non-public agreements impacting the rights of shareholders and pending, threatened or anticipated litigation or adverse regulatory actions.

On February 14, 2025, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Lazard provided the special committee with an overview of Lazard’s preliminary valuation analysis of the potential sale of Bridge to Apollo. The special committee asked questions and discussed the methodology and assumptions of Lazard’s analysis. Representatives of Cravath discussed with the special committee their fiduciary duties under applicable law in connection with transactions such as the potential sale of Bridge to Apollo. Representatives of Cravath provided an update on the status of negotiations with Apollo and an overview of the material terms of the latest draft merger agreement and other ancillary transaction documents. The special committee discussed with representatives of Cravath certain key outstanding issues that remained under negotiation with Apollo, including (a) the revenue run-rate percentage closing condition, (b) the termination fee, (c) the regulatory efforts provisions, (d) payment of dividends between signing and closing and (e) the majority of the minority approval condition. Representatives of Cravath noted that Apollo was likely to request an extension of the exclusivity agreement given the upcoming expiration of the exclusivity period on February 14, 2025. The special committee discussed and was supportive of further short extensions as necessary.

Also on February 14, 2025, a Bridge Board meeting was held, and representatives of Latham, J.P. Morgan and members of management were in attendance at the meeting. Representatives of Latham advised the members of the Bridge Board of their respective fiduciary duties in connection with a proposed sale of Bridge. The Bridge Board also acknowledged receipt of and reviewed certain conflicts disclosure provided by J.P. Morgan in connection with their engagement. Representatives of Latham provided an update on the status of negotiations with Apollo and an overview of the material terms of the merger agreement and other ancillary agreements.

 

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Representatives of J.P. Morgan then reviewed with the Bridge Board J.P. Morgan’s financial analysis of the proposed transaction.

Also on February 14, 2025, representatives of Paul, Weiss contacted Cravath and requested an extension of exclusivity through February 17, 2025, which was granted by Bridge as had been previously discussed and approved by the special committee.

On February 15, 2025, representatives of Paul, Weiss shared with representatives of Latham and Cravath a proposed diligence plan with respect to their review of Bridge’s asset-level loans. During the period from February 18, 2025 through February 23, 2025, representatives of Latham, Cravath, Paul, Weiss, Bridge and Apollo attended daily diligence calls regarding Bridge’s asset-level loans and related diligence matters.

On February 17, 2025, Mr. Morse and Mr. Slager had a telephone conversation with Mr. Sambur to discuss open commercial issues on the merger agreement and the proposed offer letters with certain members of Bridge’s management.

Also on February 17, 2025, representatives of Paul, Weiss contacted Cravath and requested an extension of exclusivity through February 21, 2025.

Also on February 17, 2025, Bridge and Apollo agreed to extend the exclusivity period until February 21, 2025, as had been previously discussed with and approved by the special committee.

In the morning on February 19, 2025, a Bridge Board meeting was held, and representatives of Latham, J.P. Morgan and members of management were in attendance at the meeting. The Bridge Board discussed the proposed timing of the transaction with Apollo and provided a summary of the open commercial issues. The Bridge Board also discussed that the exclusivity period was scheduled to end on February 21, 2025 and that they did not intend to further extend exclusivity, noting that Bridge was scheduled to announce its 2024 year-end earnings on February 24, 2025. Also on February 19, 2025, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Cravath provided updates on the status of negotiations with Apollo, including the ongoing due diligence workstreams with Apollo. The special committee discussed certain other outstanding issues in the draft merger agreement, including with respect to the client consent threshold and key individual closing conditions, and provided direction on these points for Cravath for any subsequent negotiations. Given that Apollo had continued to insist on removing the majority of the minority approval closing condition, the special committee engaged in extended discussion on (a) certain potential fiduciary duty and other legal considerations, (b) the inclusion of such a condition in comparable precedent transactions, (c) potential impacts on deal certainty once a transaction was announced, (d) the special committee’s perspectives on the attractiveness of the transaction with Apollo, including the significant premium over Bridge’s then-current stock price and (e) the broad strategic transaction process conducted to date. Following this discussion, the special committee determined that it could accept a removal of the majority of the minority approval closing condition in order to finalize and sign up the transaction as long as all other key terms were resolved in an acceptable manner.

In the evening on February 19, 2025, the Bridge Board met again, and representatives of Latham, J.P. Morgan and members of management were in attendance at the meeting and discussed continued progress on the various commercial points.

On February 21, 2025, representatives of Bridge, Latham, Cravath, Apollo and Paul, Weiss participated in an all-hands call to discuss the main outstanding issues on the merger agreement, which included, among other issues, the exchange ratio for the proposed transaction, the appropriate client consent threshold for purposes of the closing condition, whether to include the majority of the minority approval as a closing condition, and other matters related to closing conditionality.

 

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On February 22, 2025, Mr. Morse, upon the recommendation and with the input of Lazard, the special committee, J.P. Morgan and Bridge’s management team, had a telephone conversation with Mr. Sambur to finalize certain outstanding issues in the merger agreement, including the appropriate client consent threshold for purposes of the closing condition in the merger agreement, as well as to determine the exchange ratios for the proposed transactions as contemplated by the proposal letter submitted by Apollo. Mr. Sambur and Mr. Morse, at the direction of the special committee, agreed to utilize the 17-trading day VWAP of Apollo common stock ending on the last completed trading day immediately preceding the discussion on February 22, 2025 for purposes of determining the exchange ratios, resulting in an exchange ratio of 0.07081 shares of Apollo for each share of Bridge Class A common stock (valued by the parties at $11.50 per share) and 0.00006 shares of Apollo for each share of Bridge Class B common stock (subject to any adjustments that may be needed to ensure that the value of the consideration payable with respect to each share of Bridge Class B common stock does not exceed $0.01) and a client consent threshold of 85% of Bridge’s base revenue run rate.

Throughout the day on February 23, 2025, representatives of Latham, Cravath and Paul, Weiss finalized the merger agreement, disclosure schedules and the other ancillary agreements.

On February 23, 2025, the special committee held a meeting with representatives of Cravath and Lazard. Representatives of Cravath provided an update on the status of negotiations with Apollo, noting the resolution of the remaining open issues discussed at the prior special committee meeting. Representatives of Cravath delivered an overview of the proposed final terms of the merger agreement and the related ancillary agreements, highlighting changes in the terms since the February 19, 2025 special committee meeting. At the request of the special committee, representatives of Lazard reviewed Lazard’s financial analyses in connection with the proposed transaction and then rendered Lazard’s oral opinion to the special committee, which was subsequently confirmed by delivery of a written opinion, that, as of February 23, 2025, the Class A Corporate Merger consideration to be paid to the Non-Unitholder Stockholders pursuant to the merger agreement was fair from a financial point of view to such holders of Bridge Class A common stock. For a detailed discussion of Lazard’s opinion, please see “—Opinions of the Special Committee’s and Bridge’s Financial Advisors—Opinion of Lazard Frères & Co. LLC” beginning on page [●] of this proxy statement/prospectus. The full text of Lazard’s written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with the opinion, is attached as Annex E. The special committee then unanimously approved resolutions recommending to the Bridge Board the execution of the merger agreement and the entry into the transactions contemplated therein.

On February 23, 2025, a Bridge Board meeting was held, and representatives of Latham, J.P. Morgan and members of management were in attendance. Representatives of Latham then updated the Bridge Board on the status of negotiations with Apollo and the resolution of the remaining open issues discussed at the prior Bridge Board meeting, confirmed that the special committee had unanimously recommended that the Bridge Board adopt the merger agreement and approved the consummation of the transactions contemplated by the merger agreement, and discussed the proposed final terms of the merger agreement and the related ancillary agreements and changes in the terms since the prior Bridge Board meeting. Representatives of Latham also reviewed with the Bridge Board their fiduciary duties under applicable law in connection with the proposed transaction. The Bridge Board, together with representatives from Latham, then discussed the various reasons to approve the mergers considered by the special committee, and certain countervailing factors, which are discussed in further detail in the section of this proxy statement/prospectus captioned “—Bridge’s Board and the Special Committee’s Recommendations and Reasons for the Mergers” beginning on page [●] of this proxy statement/prospectus. For a detailed description of the various reasons considered by the Bridge Board, see “—Bridge’s Board and the Special Committee’s Recommendations and Reasons for the Mergers” beginning on page [●] of this proxy statement/prospectus. Additionally, J.P. Morgan rendered its oral opinion to the Bridge Board, which was subsequently confirmed by delivery of a written opinion, that, as of February 23, 2025, and based upon and subject to the factors and assumptions set forth therein, the exchange ratio in the proposed Corporate Merger to the Non-Unitholder Stockholders pursuant to the merger agreement was fair from a financial point of view to such holders. For a detailed discussion of J.P. Morgan’s opinion, please see “—Opinions of the Special

 

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Committee’s and Bridge’s Financial Advisors—Opinion of J.P. Morgan” beginning on page [●] of this proxy statement/prospectus. After further discussion, including a review of the status of Bridge’s business, the process that led to the proposed mergers, the alternatives available to Bridge, including the prospect of remaining as a standalone public company, and the risks and benefits associated with the proposed transaction, and the recommendation from the special committee, the Bridge Board unanimously (other than Mr. Leat, who recused himself from the vote) (a) determined that the merger agreement and the transactions contemplated thereby, were fair, advisable and in the best interests of Bridge and its stockholders, on the terms and subject to the conditions set forth in the merger agreement, (b) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated therein, (c) directed that the merger agreement and the transactions contemplated therein be submitted for consideration at a special meeting of Bridge stockholders, and (d) recommended that Bridge stockholders vote in favor of the approval of, and adoption of, the merger agreement and the transactions contemplated therein.

During the evening on February 23, 2025, following authorization by the Bridge Board and the Apollo Board, Bridge and Apollo executed the merger agreement and all signatories to the ancillary agreements executed such agreements.

Also on February 23, 2025, the management teams of each of Bridge and Apollo, together with their respective legal and financial advisors, reviewed and discussed a communications plan to be implemented in connection with the execution of the merger agreement.

Prior to the opening of trading on February 24, 2025, Bridge and Apollo issued a joint press release publicly announcing entry into the merger agreement.

Bridge’s Board and the Special Committee’s Recommendations and Reasons for the Mergers

By unanimous vote, the special committee, at a meeting held on February 23, 2025, (a) determined that the merger agreement and the transactions contemplated thereby, on the terms and subject to the conditions set forth therein, are fair to, advisable and in the best interests of, Bridge and its stockholders (including the Non-Unitholder Stockholders (as defined in the merger agreement)) and (b) recommended that the Bridge Board (i) approve and declare advisable the merger agreement and the transactions contemplated thereby and (ii) recommend adoption of the merger agreement to Bridge stockholders.

Having received the special committee’s recommendation, as well as following consultation with the special committee, Bridge’s senior management and legal and financial advisors to Bridge and the special committee, the Bridge Board, by a unanimous vote of the directors present and voting, at a meeting held on February 23, 2025 (with Mr. Leat present at the meeting but recusing himself from the vote), (i) determined that the merger agreement and the transactions contemplated thereby, including the mergers, on the terms and subject to the conditions set forth therein and in accordance with the DGCL are fair to, advisable and in the best interests of Bridge and its stockholders, (ii) approved the execution, delivery and performance of the merger agreement and the transactions contemplated thereby, (iii) directed that the merger agreement and the transactions contemplated thereby be submitted to Bridge stockholders for adoption at a meeting of such stockholders, and (iv) recommended that Bridge stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the mergers and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate.

In evaluating the merger agreement and the transactions contemplated thereby and making the decisions, determinations and recommendations described above, the special committee and the Bridge Board considered, among other things, the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

 

•

that the special committee and the Bridge Board, with the assistance of their respective independent legal and other advisors, had considered alternatives, including continuing to operate Bridge on a

 

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standalone basis, other potential value creating options, including financing transactions, or a sale to an alternative buyer or a sale of certain assets or business lines of Bridge, and considered the risks and uncertainties associated with such alternatives, and each respectively formed the view that no other alternatives were reasonably likely to create greater value for Bridge stockholders (including the Non-Unit Stockholders) than the mergers, taking into account the alternatives reasonably available to Bridge and the risk of execution, as well as business, competitive, industry and market risks, followed by broad outreach to potentially interested parties, including communicating with 24 potential counterparties and executing confidentiality agreements with 14 of these potential counterparties (which are summarized in the section titled “The Mergers—Background of the Mergers,” beginning on page [●]);

 

•

the reviews undertaken by, and understandings of, the special committee and the Bridge Board with respect to economic and market conditions and trends, as well as the challenges and uncertainty surrounding such conditions and trends, both on a historical and prospective basis, in the near term and the long term, such as:

 

•

the risks and uncertainties relating to Bridge’s ability to retain and attract fund investors and to raise new funds;

 

•

the risks and uncertainties relating to ongoing industry consolidation and competition, including the ability of Bridge to be able to compete effectively in the markets in which Bridge operates or may operate in the future without significant further investment;

 

•

the outlook for the real estate market and the risks and uncertainties relating to real estate-related businesses and assets, including an outflow of capital, elevated interest rates and high inflation and other market conditions;

 

•

the risks and uncertainties relating to potential increases in interest rates and the impact on debt and equity markets arising from inflationary pressures, changes in monetary policies and other factors affecting global economic activity; and

 

•

the nature of the alternative investment management industry, including anticipated industry trends and rapidly changing competitive and regulatory dynamics;

 

•

certain factors related to Bridge’s business, financial condition and results of operations, and Bridge’s prospects and plans, including:

 

•

the reviews undertaken by, and understandings of, the special committee and the Bridge Board with respect to Bridge’s business, operations, assets, financial condition, earnings, ownership structure, management, strategy, competitive position, current, historical and projected financial performance, prospects and plans, as well as the associated risks involved achieving such projections, prospects and plans;

 

•

the management forecasts prepared by Bridge’s management for, or otherwise made available to, the special committee and the Bridge Board (which are summarized in the section titled “The Mergers—Bridge Unaudited Prospective Financial Information” beginning on page [●]);

 

•

the risks, compliance costs and obligations imposed upon Bridge as a result of having publicly traded Bridge Class A common stock, including the risks of market volatility; and

 

•

the relatively small public float of Bridge Class A common stock as a percentage of the total outstanding shares of such stock;

 

•

the fact that the implied merger consideration, valued by the parties at $11.50 per share of Bridge Class A common stock, payable in Apollo common stock, represented a premium of approximately 45.2% to the closing trading price of Bridge common stock of $7.92 on February 21, 2025 (the last trading day prior to public announcement of the mergers);

 

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•

the conclusions of the special committee and the Bridge Board that the mergers represent the best transaction reasonably available for Bridge stockholders in light of the foregoing factors as well as, among other things:

 

•

the views of the special committee and the Bridge Board that the merger consideration to be paid to the holders of Bridge Class A common stock in accordance with the merger agreement represented the highest per share consideration that could reasonably be obtained;

 

•

the conclusion of the special committee and the Bridge Board that the merger consideration to be paid to the holders of Bridge Class A common stock was more favorable to such holders than the potential value that might result from other alternatives reasonably available to Bridge, including the alternative of remaining an independent company and pursuing Bridge’s current strategic plan, and other strategic or financial alternatives that might be undertaken as an independent company, in light of a number of factors, including the risks and uncertainties associated with those alternatives and the administrative and compliance costs associated with operating Bridge as a publicly traded company;

 

•

that the exchange ratio is fixed and will not fluctuate in the event that the market price of Bridge Class A common stock decreases relative to the market price of Apollo common stock between the date of the merger agreement and the closing of the mergers;

 

•

the conclusions of the special committee and the Bridge Board that, after a thorough process conducted at the direction of the special committee, with the assistance of experienced independent legal and financial advisors, Bridge obtained the best terms and highest price that Apollo is willing to pay for Bridge and, as Apollo had conveyed that the Revised December Proposal was its “best and final” proposal, that further negotiations would have created a risk of causing Apollo to abandon the mergers altogether or materially delay the entry into definitive transaction agreements with respect to the mergers;

 

•

solely with respect to the decision to re-affirm in this proxy statement/prospectus their prior recommendations that were made on February 23, 2025, the fact that since the public announcement of the merger agreement, none of Bridge, Apollo, the special committee, the Bridge Board, nor any of their respective independent legal and financial advisors, as applicable, has received any other inbound inquiries from third parties that the Bridge Board has determined would reasonably be expected to lead to a superior proposal (as defined below); and

 

•

the reviews undertaken by the special committee and the Bridge Board of the merger agreement and the structure of the transactions, including, among others, the specific financial and other terms and conditions set out below;

 

•

the terms of the merger agreement permitting Bridge to receive acquisition proposals that do not result from a material breach of the non-solicitation obligations in the merger agreement, and the other terms and conditions of the merger agreement, including:

 

•

that at any time prior to obtaining the Bridge stockholder approval, Bridge may, in certain circumstances described in the merger agreement, (i) enter into an acceptable confidentiality agreement with a third party who has made an acquisition proposal and/or its affiliates and representatives and furnish non-public information, and afford access to the books or records or officers of Bridge or its subsidiaries, to such third party and its affiliates and representatives and (ii) engage in discussions and negotiations with such third party and its affiliates and representatives with respect to such acquisition proposal;

 

•

that the merger agreement may be terminated, in certain circumstances, including, among others, by Bridge (acting upon the direction of the special committee), at any time prior to receipt of the Bridge stockholder approval in order to enter into a definitive agreement with respect to a superior proposal concurrently with such termination, provided that Bridge shall pay Apollo a termination

 

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fee of $45,000,000 simultaneously with, and as a condition to, such termination in order to accept and enter into a definitive agreement with respect to a superior proposal; and

 

•

that the special committee (or the Bridge Board, acting upon the direction of the special committee) may effect an adverse recommendation change pursuant to the merger agreement upon the recommendation of the special committee in certain circumstances, including (i) in the event that Bridge has received a written acquisition proposal and the special committee (or Bridge Board, acting upon the recommendation of the special committee), among other requirements, determines in good faith (after consultation with its financial and outside legal advisors) that such acquisition proposal is a superior proposal or (ii) in response to an intervening event (as defined below);

in each case, subject to and in accordance with the terms and conditions of the merger agreement;

 

•

the likelihood of the mergers being completed, based on, among other matters:

 

•

the absence of a financing condition in the merger agreement;

 

•

Bridge’s ability, under circumstances specified in the merger agreement, to seek specific performance of Apollo’s obligation to cause the mergers to occur;

 

•

the requirement that the parties use their respective reasonable best efforts to take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable law, including antitrust law, or otherwise to consummate and make effective the transactions as promptly as practicable, subject to and in accordance with the terms and conditions of the merger agreement (as summarized in the section titled “The Mergers—Regulatory Approvals Required for the Mergers” beginning on page [●]);

 

•

other terms and conditions of the merger agreement, including:

 

•

the terms of the merger agreement providing Bridge sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the mergers or the valid termination of the merger agreement;

 

•

Bridge’s ability, under circumstances specified in the merger agreement, to seek specific performance to prevent certain breaches of the merger agreement by Apollo and any Merger Sub; and

 

•

the scope of the representations, warranties and covenants being made by Bridge and Apollo;

 

•

the fact that Lazard Frères & Co. LLC rendered its February 23, 2025 oral opinion, and subsequently confirmed in its written opinion dated February 23, 2025, to the special committee that, as of the date thereof, and based upon and subject to, among other things, the assumptions, qualifications, limitations and conditions set forth in its written opinion, the Class A Corporate Merger consideration to be received by the Non-Unitholder Stockholders in the transactions was fair to such holders of Bridge Class A common stock from a financial point of view (as more fully described in the section titled “The Mergers—Opinions of Bridge’s and the Special Committee’s Financial Advisors” beginning on page [●]). The full text of the written opinion of Lazard Frères & Co. LLC, dated February 23, 2025, which sets forth, among other things, the assumptions, qualifications, limitations and conditions on the review undertaken in connection with its respective opinion, is attached as an exhibit to this proxy statement/prospectus and is incorporated herein by reference;

 

•

the fact that J.P. Morgan rendered its February 23, 2025 oral opinion, and subsequently confirmed in its written opinion dated February 23, 2025, to the Bridge Board that, as of the date thereof, and based upon and subject to, among other things, the assumptions, qualifications, limitations and conditions set forth in its written opinion, the Class A exchange ratio in the Corporate Merger was fair to the Non-Unitholder Stockholders from a financial point of view (as more fully described in the section titled “The Mergers—Opinions of Bridge’s and the Special Committee’s Financial Advisors” beginning

 

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on page [●]). The full text of the written opinion of J.P. Morgan, dated February 23, 2025, which sets forth, among other things, the assumptions, qualifications, limitations and conditions on the review undertaken in connection with its respective opinion, is attached as an exhibit to this proxy statement/prospectus and is incorporated herein by reference;

 

•

the fact that the Voting Agreement Stockholders, who as of February 23, 2025 controlled approximately 51% of the total voting power of Bridge’s outstanding voting stock, have duly executed and entered into the voting agreements, pursuant to which they have agreed to vote their covered shares in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby, subject to and in accordance with the terms and conditions of the voting agreements; and

 

•

the fact that the voting agreements terminate in the event that the merger agreement is validly terminated in accordance with its terms, or the special committee makes an adverse recommendation change in accordance with the terms of the merger agreement, in each case, as more fully described in the section titled “Voting Agreements” beginning on page [●].

In evaluating the merger agreement and the transactions contemplated thereby and making the decisions, determinations and recommendations described above, the special committee and the Bridge Board considered, among other things, a number of procedural safeguards that they believed were and are present to ensure the fairness of the merger agreement and the transactions contemplated thereby, and to permit the special committee to represent effectively the interests of the holders of Bridge Class A common stock. These procedural safeguards include, among other things, the following, which are not intended to be exhaustive and are not presented in any relative order of importance:

 

•

that the special committee was formed prior to the negotiation and consideration of the terms of the merger agreement;

 

•

that the special committee consists entirely of independent and disinterested directors of Bridge and had no financial interest in the transactions different from, or in addition to, the holders of Bridge Class A common stock generally (taking into account the fact that Mr. Leat recused himself from meetings (or portions thereof) of the special committee following the special committee’s receipt of the November Proposal (as defined below) and subsequently resigned from the special committee on December 12, 2024);

 

•

that the special committee had exclusive authority to decide whether or not to proceed with a transaction or any alternative thereto, subject to the Bridge Board’s approval of the transactions;

 

•

that the special committee retained and was advised by its own experienced and independent legal and financial advisors;

 

•

that the special committee had the exclusive power and authority, among other things, to (i) review and evaluate the terms and conditions, and determine the advisability of any potential transactions with respect to Bridge and any alternative thereto, (ii) negotiate with the counterparties to any such potential transaction or any other party the special committee deems appropriate with respect to the terms and conditions of any such potential transaction or any alternatives thereto, (iii) determine whether such proposed transaction or any alternative thereto negotiated by the special committee is fair to, and in the best interests of, Bridge and all of its stockholders, and (iv) recommend to the full Bridge Board what action, if any, should be taken by the Bridge Board with respect to such proposed transaction or any alternative thereto;

 

•

that the compensation provided to the members of the special committee in respect of their services was not contingent on the special committee recommending approval of the merger agreement or the transactions or otherwise exercising its delegated authority, as described in this proxy statement/prospectus, in any particular manner;

 

•

that the Bridge Board was not permitted to recommend any potential transaction or any alternative thereto for approval by Bridge stockholders or otherwise approve any proposed transaction or any

 

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alternative thereto without a prior favorable recommendation of such proposed transaction or alternative thereto by the special committee;

 

•

that the special committee had no obligation to recommend any transaction, including a transaction with Apollo, and that the special committee had the authority to reject any proposals made by Apollo or any other person;

 

•

that prior to the entry into the merger agreement, the special committee was permitted to solicit, initiate, propose or introduce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that could constitute a potential transaction with respect to Bridge from any person;

 

•

that the special committee, in consultation with its independent financial and legal advisors, conducted an extensive process and held over 25 meetings, involving frequent and extensive deliberations and negotiations over a period of time, to consider:

 

•

potential transactions and alternatives thereto, including engaging with potential counterparties; and

 

•

the merger agreement and the transactions contemplated thereby;

and, in each case, each member of the special committee was actively engaged in that process on a regular basis and was provided with full access to Bridge’s management and its advisors in connection with the evaluation process (as summarized in the section titled “The Mergers—Background of the Mergers,” beginning on page [●]);

 

•

that the terms of the merger agreement, including the merger consideration, were the product of extensive negotiations between Bridge and the special committee in consultation with their respective legal and financial advisors, on the one hand, and Apollo and its affiliates and advisors, on the other hand, that resulted in an increase in the implied per share merger consideration, from $9.25 in the August Proposal (as defined below), $10.00 in the November Proposal and $11.00 in the December Proposal to $11.50 and the improvement, from the perspective of Bridge, of other terms of the mergers and the merger agreement, including the operating covenants, treatment of employee equity incentives and the amount of the termination fees, relative to Apollo’s initial proposed terms;

 

•

that Bridge has not received any acquisition proposal or superior proposal as of the date of this proxy statement/prospectus and the various terms of the merger agreement that are intended to help ensure that Bridge stockholders receive the highest price per share of Bridge Class A common stock reasonably available, including:

 

•

that the merger agreement may be terminated, in certain circumstances, including, among others, by Bridge (acting upon the direction of the special committee), at any time prior to receipt of the Bridge stockholder approval in order to enter into a definitive agreement with respect to a superior proposal concurrently with such termination, provided that Bridge shall pay Apollo a termination fee of $45,000,000 simultaneously with, and as a condition to, such termination in order to accept and enter into a definitive agreement with respect to a superior proposal; and

 

•

that the special committee (or the Bridge Board, acting upon the direction of the special committee) may effect an adverse recommendation change upon the recommendation of the special committee in certain circumstances, including (i) in the event that Bridge has received a written acquisition proposal and the special committee (or Bridge Board, acting upon the recommendation of the special committee), among other requirements, determines in good faith (after consultation with its financial and outside legal advisors) that such acquisition proposal is a superior proposal or (ii) in response to an intervening event; and

 

•

that the special committee evaluated the merger agreement and the transactions contemplated thereby based upon the factors discussed in this proxy statement/prospectus and with the full knowledge of the interests of Bridge stockholders (including the Non-Unitholder Stockholders).

 

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In evaluating the merger agreement and the transactions contemplated thereby and making the decisions, determinations and recommendations described above, the special committee also considered, among other things, the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

 

•

Bridge, Bridge LLC and certain beneficiaries party to the tax receivable agreement entered into an amendment concurrently with the merger agreement providing that the TRA Members will forego the acceleration of certain payments that would otherwise have been payable to the TRA Members by Bridge as a result of the transactions;

 

•

the fact that all stockholders, including the directors and executive officers of Bridge, would be exchanging their equity interests in Bridge in their entirety and would receive the same per share merger consideration of 0.07081 shares of Apollo common stock, valued by the parties at $11.50 per share of Bridge Class A common stock, payable in Apollo common stock, and no individual stockholder is expected to receive additional consideration pursuant to the mergers that is different from stockholders generally, other than the understanding that certain directors and executive officers have certain interests in the mergers that may be different from, or in addition to, the interests of Bridge stockholders generally (which are summarized in the sections titled “The Mergers—Interests of Directors and Executive Officers of Bridge in the Mergers,” beginning on page [●]); and

 

•

following the closing of the mergers, the substantial majority of the shares of Apollo common stock to be received by the executive officers of Bridge pursuant to the mergers will be subject to lock-up restrictions for various periods of time, and the post-closing compensation arrangements for the executive officers and other members of the management of Bridge are highly conditional based on the achievement by the post-closing business of various milestones based on the Final Projections (as defined below).

In evaluating the merger agreement and the transactions contemplated thereby and making the decisions, determinations and recommendations described above, the special committee and the Bridge Board also considered, among other things, certain countervailing factors, including the following uncertainties, risks and other potentially negative factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

 

•

the possibility that not all conditions to the transactions will be timely satisfied or waived and the risk that the transactions may not be consummated in a timely manner or at all, for a variety of reasons, and the consequences thereof, including (i) the potential loss of value to Bridge stockholders, including the reduction of the trading price of the Bridge Class A common stock, (ii) the potential negative impact on the operations and prospects of Bridge, including the risk of loss of key personnel and certain key members of senior management, and (iii) the risk that the market’s perception of Bridge’s prospects could be adversely affected if such transactions were delayed or were not consummated;

 

•

that the exchange ratio in the merger agreement provides for a fixed number of shares of Apollo common stock, and, as such, Bridge stockholders cannot be certain at the time of the special meeting of the market value of the merger consideration to be paid, and the possibility that Bridge stockholders could be adversely affected in the event that the market price of Apollo common stock decreases relative to the market price of Bridge Class A common stock between the date of the merger agreement and the closing of the mergers;

 

•

the risk of incurring substantial expenses related to the mergers, including in connection with any litigation that may arise in the future;

 

•

the risks and potentially negative factors described in “Risk Factors” beginning on page [●];

 

•

that Bridge’s directors, officers and employees have expended and will expend extensive efforts attempting to complete the transactions and such persons have experienced and will experience significant distractions from their work during the pendency of such transactions and that Bridge has

 

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incurred and will incur substantial costs in connection with such transactions, even if such transactions are not consummated;

 

•

the restrictions imposed by the merger agreement on Bridge’s solicitation of acquisition proposals from third parties, and that prospective bidders may perceive Apollo’s right under the merger agreement to negotiate with Bridge to match the terms of any superior proposal prior to Bridge being able to terminate the merger agreement and accept a superior proposal to be a deterrent to making alternative proposals;

 

•

that the existing ownership interest of the Voting Agreement Stockholders in Bridge and obligations under the voting agreements would likely be taken into account by third parties considering whether to make an acquisition proposal;

 

•

the possibility that Bridge may be required to pay Apollo a termination fee of $45,000,000 in cash under certain circumstances, including upon termination of the merger agreement to accept a superior proposal (as more fully described in the section titled “Summary—Termination of the Merger Agreement; Termination Fees” beginning on page [●]);

 

•

the understanding that certain directors and executive officers have certain interests in the mergers that may be different from, or in addition to, the interests of Bridge stockholders generally, including certain directors’ involvement with Apollo and certain directors’ and officers’ post-closing employment and compensation arrangements with Apollo (which are summarized in the sections titled “The Mergers—Interests of Directors and Executive Officers of Bridge in the Mergers,” beginning on page [●]); and

 

•

the restrictions placed on the conduct of Bridge’s business prior to the completion of the mergers pursuant to the terms of the merger agreement, which could delay or prevent Bridge from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Bridge absent the pending completion of the mergers.

The special committee also considered the fact that, despite its initial position that the closing of the mergers be conditioned on the receipt of the majority of the minority approval, the transactions are not conditioned on such approval. In connection therewith, the special committee ultimately concluded that it was in the best interests of Bridge and the Non-Unitholder Stockholders to enter into the transactions (on the terms set forth in the merger agreement) without the majority of the minority approval condition based on the following factors (these factors are presented below in no particular order and were neither ranked nor weighted in any manner by the special committee):

 

•

the fact that Apollo repeatedly stated that it would not agree to condition the transactions on majority of the minority approval;

 

•

the belief of the special committee that continuing to insist on a majority of the minority approval condition (or not recommending approval of the transactions unless they had such a condition) would create a substantial risk of causing Apollo to abandon the transactions altogether;

 

•

the fact that the merger agreement and the voting agreements provided potential counterparties with an opportunity to propose a transaction with Bridge that would provide superior value to the Non-Unitholder Stockholders; and

 

•

the fact that the special committee believed, including for the reasons described above, that the terms of the transactions represented the most favorable terms that could be obtained from Apollo and that entering into the transactions (on the terms set forth in the merger agreement) was in the best interests of Bridge and the Non-Unitholder Stockholders relative to Bridge remaining a standalone company.

The special committee and the Bridge Board concluded that, overall, the potentially positive factors outweighed the uncertainties, risks and potentially negative factors relevant to the merger agreement and the

 

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transactions contemplated thereby. Accordingly, the special committee and the Bridge Board determined that the merger agreement and the transactions contemplated thereby are fair to, advisable and in the best interests of Bridge and its stockholders.

Accordingly, the Bridge Board, by a unanimous vote of the directors present and voting, recommends that you vote “FOR” the merger proposal, thereby approving the transactions, including the mergers, at the special meeting.

The foregoing discussion is not exhaustive, but is intended to summarize the material information and factors considered by the special committee and the Bridge Board in their consideration of the merger agreement and the transactions contemplated thereby. The special committee and the Bridge Board reached the decision to approve the entry into the merger agreement and recommend its adoption by Bridge stockholders in light of the factors described above and other factors that the special committee and the Bridge Board believed were appropriate. In view of the variety of factors and the quality and amount of information considered, the special committee and the Bridge Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations. In addition, each of the members of the special committee and the Bridge Board may have given different weight to different factors. The special committee and the Bridge Board conducted an overall review of the factors described above, including through discussions with Bridge’s management and their respective legal and financial advisors, and considered the factors overall to be favorable to, and to support, their decisions, determinations and recommendations. It should be noted that this explanation of the reasoning of the special committee and the Bridge Board and certain information presented in this section is forward looking in nature and should be read in light of the factors set forth in the section titled “Cautionary Note Regarding Forward-Looking Statements” beginning on page [●].

Opinions of Bridge’s and the Special Committee’s Financial Advisors

Opinion of J.P. Morgan

Pursuant to an engagement letter dated September 16, 2024, Bridge retained J.P. Morgan as a financial advisor in connection with a potential transaction (including the Corporate Merger). At the meeting of the Bridge Board on February 23, 2025, J.P. Morgan rendered its oral opinion to the Bridge Board, which was subsequently confirmed by delivery of a written opinion, dated February 23, 2025, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in its written opinion, the Class A exchange ratio was fair, from a financial point of view, to the Non-Unitholder Stockholders (as defined in the merger agreement).

The full text of the written opinion of J.P. Morgan dated February 23, 2025, which sets forth, among other things, the assumptions made, matters considered and qualifications and any limitations on the opinion and the review undertaken by J.P. Morgan in connection with rendering its opinion, is attached as Annex D to this proxy statement/prospectus and is incorporated herein by reference. The summary of the J.P. Morgan written opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Bridge stockholders are urged to read the opinion carefully and in its entirety. J.P. Morgan’s opinion was addressed to the Bridge Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Corporate Merger, was directed only to the fairness, from a financial point of view, of the Class A exchange ratio in the Corporate Merger to Non-Unitholder Stockholders and did not address any other aspect of the Corporate Merger or the other transactions. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the Corporate Merger or other transactions to the holders of the other classes of securities, creditors or other constituencies of Bridge or as to the underlying decision by Bridge to engage in the Corporate Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any Bridge stockholder as to how such Bridge stockholder should vote with respect to the Corporate Merger or any other matter.

 

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In arriving at its opinion, J.P. Morgan, among other things:

 

•

reviewed a draft of the merger agreement;

 

•

reviewed certain publicly available business and financial information concerning Bridge and Apollo and the industries in which they operate;

 

•

compared the financial and operating performance of Bridge and Apollo with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Bridge Class A common stock and Apollo common stock and certain publicly traded securities of such other companies;

 

•

reviewed certain internal financial analyses and forecasts prepared by and at the direction of the management of Bridge relating to its business;

 

•

performed a sum-of-the-parts analysis; and

 

•

performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of the management of Bridge and Apollo with respect to certain aspects of the transactions, and the past and current business operations of Bridge, the effects of the mergers on the financial condition and future prospects of Bridge, the financial condition and future prospects and operations of Bridge, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Bridge and Apollo or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with Bridge, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Bridge or Apollo under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Bridge and Apollo to which such analyses or forecasts relate. J.P. Morgan expresses no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the transactions will have the tax consequences described in discussions with, and materials furnished to us by, representatives of Bridge, and will be consummated as described in the merger agreement. J.P. Morgan also assumed that the representations and warranties made by Bridge and Apollo in the merger agreement and the related agreements were and will be true and correct in all respects material to J.P. Morgan’s analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Bridge with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the completion of the mergers will be obtained without any adverse effect on Bridge or Apollo or on the contemplated benefits of the Corporate Merger.

The Bridge Management Projections (as defined in the section entitled “—Bridge Unaudited Prospective Financial Information”) furnished to J.P. Morgan were prepared by and at the direction of the management of Bridge, as discussed more fully under the section entitled “—Bridge Unaudited Prospective Financial Information.” Bridge does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the transactions, and such projections were not prepared with a view toward public disclosure. The Bridge Management Projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the management of Bridge, including, without limitation, factors related to general economic and competitive conditions and

 

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prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “—Bridge Unaudited Prospective Financial Information.”

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of February 23, 2025, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s written opinion dated February 23, 2025, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the Class A exchange ratio to the Non-Unitholder Stockholders in the Corporate Merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the transactions to the holders of any other class of securities, creditors or other constituencies of Bridge or as to the underlying decision by Bridge to engage in the transactions. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the transactions, or any class of such persons relative to the exchange ratios applicable to the Non-Unitholder Stockholders in the Corporate Merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Bridge Class A common stock or Apollo common stock will trade at any future time.

The terms of the merger agreement, including the exchange ratios, were determined through arm’s length negotiations between Bridge and Apollo, and the decision to enter into the merger agreement was solely that of the Bridge Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Bridge Board in its evaluation of the transactions, and should not be viewed as determinative of the views of the Bridge Board or management with respect to the transactions or the exchange ratios.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Bridge Board on February 23, 2025 and in the financial analyses presented to the Bridge Board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Bridge Board and contained in the presentation delivered to the Bridge Board on such date in connection with the rendering of such opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Certain of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Selected Companies Analysis

Using publicly available information, J.P. Morgan compared selected financial data of Bridge with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to Bridge. The companies selected by J.P. Morgan were:

 

•

Blackstone Inc.

 

•

KKR & Co. Inc.

 

•

Apollo Global Management, Inc.

 

•

Brookfield Asset Management Ltd.

 

•

Ares Management Corporation

 

•

EQT Corporation

 

•

Blue Owl Capital Inc.

 

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•

TPG Inc.

 

•

The Carlyle Group Inc.

 

•

Antin Infrastructure Partners

 

•

DigitalBridge Group, Inc.

These companies were selected, among other reasons, because they have a business model or certain operating characteristics similar to Bridge. It should be noted that no company utilized in the Selected Companies Analysis is identical to Bridge, and certain of these companies may have characteristics that are materially different from those of Bridge’s FRE (as defined below) or PRE (as defined below) business. The selected companies are sorted below based on the market capitalization of each company and the order of the Selected Companies Analysis does not represent the relative importance or weight given to each selected company in J.P. Morgan’s analysis. Using publicly available information as of February 14, 2025, J.P. Morgan calculated and compared for each company listed above and for Bridge:

 

•

The multiple of price to distributable earnings, for the calendar year 2025, which is referred to below as “Price to 2025E DE.”

This analysis indicated the following:

 

Alternative Asset Managers		Price to 2025E DE
Bridge			10.0x
Blackstone Group			29.3x
KKR			24.2x
Apollo Global Management			19.4x
Brookfield Asset Management			35.8x
Ares Management			36.1x
EQT			26.3x
Blue Owl			26.2x
TPG			24.5x
The Carlyle Group			12.3x
Antin			17.7x
DigitalBridge			24.8x
Mean			25.1x
Median			24.8x

Using a reference range of 10.0-12.5x for Bridge’s price to distributable earnings multiple (“P/DE”), J.P. Morgan calculated a price to distributable earnings ratio (after-tax and before-stock based compensation) for the 2025 calendar year. J.P. Morgan’s analysis then indicated a range of implied values per share of Bridge Class A common stock of approximately $6.36 to $7.94.

Sum-of-the-Parts—Selected Companies Analysis

J.P. Morgan conducted a sum-of-the-parts analysis that disaggregated distributable earnings into fee-related earnings (“FRE”), performance-related earnings (“PRE”) and net investment income (“NII”). In conducting its sum-of-the-parts analysis, J.P. Morgan utilized a projected earnings mix for the 2025 calendar year. Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range of 10.5-14.5x for the after-tax enterprise value of FRE in 2025 and a multiple reference range of 7.0-8.5x for the after-tax enterprise value of PRE in 2025. Multiples were calculated based on Bridge’s earnings complexion and the implied discount applied to PRE multiples relative to FRE multiples by brokers.

 

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Using publicly available information as of February 14, 2025, J.P. Morgan calculated and compared for each selected company listed above and for Bridge:

 

•

The multiple of after-tax enterprise value to FRE, for the calendar year 2025, which is referred to below as “2025E implied after-tax FRE multiple;” and

 

•

The multiple of after-tax enterprise value to PRE, for the calendar year 2025, which is referred to below as “2025E implied after-tax PRE multiple.”

This analysis indicated the following:

 

Alternative Asset Managers		2025E implied after-tax FRE multiple				2025E implied after-tax PRE multiple
Bridge			10.3x				7.1x
Blackstone Group			37.7x				12.2x
KKR			32.5x				13.9x
Apollo Global Management			32.7x				11.3x
Brookfield Asset Management			35.8x				NA
Ares Management			40.1x				17.3x
EQT			33.5x				15.5x
Blue Owl			26.2x				NA
TPG			28.5x				8.9x
The Carlyle Group			14.5x				8.7x
Antin			19.0x				10.2x
DigitalBridge			24.8x				NA
Median			32.5x				11.7x

J.P. Morgan then calculated a sum-of-the-parts valuation for Bridge’s earnings predictions of calendar year 2025. Taking the range of Bridge’s post-stock based compensation FRE valuation of $585 million to $808 million, adding to it the post-stock based compensation PRE valuation with a range of $48 to $58 million, balance sheet investments of $96 million (assuming a 10% discount to balance sheet investments), $6 million in net present value of net tax benefit (assuming a marginal tax rate of 25% and a discount rate of 10%) and $397 million in net debt, the analysis indicated Bridge’s overall sum-of-the parts valuation range of $338 million to $571 million with a mid-point valuation at $454 million. Under this analysis, the 2025 sum-of-the-parts valuation for Bridge is $2.39 to $4.04 per share.

Discounted Cash Flow Analysis

J.P. Morgan conducted a sum-of-the-parts discounted cash flow analysis for the purpose of determining an implied equity value per share for Bridge Class A common stock based on information provided to J.P. Morgan by Bridge’s management and as directed by Bridge’s management.

J.P. Morgan calculated the unlevered free cash flows, as of December 31, 2024, that Bridge’s FRE and PRE were forecasted to generate from calendar years 2025 through 2029, assuming a tax rate of 25% at the direction of Bridge’s management. J.P. Morgan also calculated a range of terminal asset values for Bridge at the end of the four-year-period by applying perpetual growth rates ranging from of 1.5% to 2.5%, at the direction of Bridge’s management, to estimates of the terminal unlevered free cash flows of each of FRE and PRE.

The unlevered free cash flows and the range of terminal asset values were then discounted to present values, as of December 31, 2024, using a range of discount rates from 9.0% to 11.0% for Bridge, which ranges were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Bridge. After aggregating the discounted values for the FRE and PRE businesses, adding the aggregated value of balance sheet investments attributable to Bridge (assuming a 10% discount to balance sheet investments) of $96 million,

 

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adding the net present value of net tax benefit and subtracting from each such aggregated value of Bridge’s net debt of $397 million as of December 31, 2024. J.P. Morgan’s analysis then indicated a range of implied values per share of Bridge Class A common stock of approximately $5.93 to $9.33.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Bridge or Apollo. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to Bridge. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Bridge. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Bridge.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Bridge with respect to the transactions on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Bridge and the industries in which it operates.

For services rendered in connection with the mergers and the delivery of its opinion, Bridge has agreed to pay J.P. Morgan a transaction fee of approximately 1.42% of the consideration payable in the transactions, $3 million of which became payable by Bridge to J.P. Morgan in connection with J.P. Morgan’s delivery of its opinion and the balance of which will become payable upon the closing of the transactions. In addition, Bridge may, in its sole discretion, based on its assessment of J.P. Morgan’s performance of it services, pay J.P. Morgan an additional fee of approximately up to 0.08% of the consideration payable in the transactions upon consummation of the transactions. In addition, Bridge has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Bridge for which J.P. Morgan and its affiliates have received customary compensation. Such services during such period have included rendering certain investment banking services in connection with global securitized products. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Apollo, for which J.P. Morgan and its

 

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affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and joint bookrunner on a credit facility of a subsidiary of Apollo in October 2023, acting as joint lead bookrunner on an offering of debt securities of Apollo in October 2024, and rendering certain investment banking services in connection with global securitized products. In addition, during the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with portfolio companies of funds managed by affiliates of Apollo (“Apollo-managed funds”) for which J.P. Morgan and its affiliates have received customary compensation. Such services during such period have included providing debt syndication, equity underwriting, debt underwriting and financial advisory services to portfolio companies of Apollo-managed funds. In addition, J.P Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Apollo, for which it receives customary compensation or other financial benefits. In addition, J.P. Morgan and/or its affiliates are currently providing investment banking services to Apollo and/or its affiliates, in connection with transactions that are unrelated to the transactions. J.P. Morgan and/or its affiliates expect to receive customary compensation in connection with such investment banking services which, considered in the aggregate and assuming all the transactions are actually completed, are expected by J.P. Morgan to be greater than the fee for financial advisory services that J.P. Morgan expects to receive from the Company in connection with the transactions. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 2% of the outstanding common stock of Bridge and approximately 4.0% of the outstanding common stock of Apollo. During the two years preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized from Bridge were approximately $5 million and from Apollo and controlled portfolio companies of Apollo-managed funds were approximately $250 million. In the ordinary course of their businesses, J.P. Morgan and its affiliates actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Bridge or Apollo for its own account or for the accounts of customers and, accordingly, J.P. Morgan likely holds long or short positions in such securities or other financial instruments.

Opinion of Lazard Frères & Co. LLC

Lazard Frères & Co. LLC (“Lazard”) rendered to the special committee its written opinion, dated as of February 23, 2025 and consistent with its oral opinion rendered on the same date, that, as of such date and based upon and subject to the assumptions, procedures, matters, qualifications and limitations set forth therein, the Class A Corporate Merger consideration provided for in the merger agreement was fair, from a financial point of view, to the holders of shares of Bridge Class A common stock (other than (a) any holder that also holds Bridge LLC Class A common units and their respective Affiliates (as defined in the merger agreement), (b) any director of Bridge, (c) any Person (as defined in the merger agreement) that Bridge has determined to be an “officer” of Bridge within the meaning of Rule 16a-1(f) of the Exchange Act, (d) Apollo, the Merger Subs, or any other Person having any equity interest in, or any right to acquire any equity interest in, the Merger Subs or any person of which any Merger Sub is a direct or indirect Subsidiary (as defined in the merger agreement) or (e) any “immediate family member” (as defined in Item 404 of Regulation S-K) or “affiliate” or “associate” (as defined in Section 12b-2 of the Exchange Act) of any of the foregoing) (the “Lazard Opinion”).

The full text of the written Lazard Opinion, dated February 23, 2025, which describes the assumptions made, procedures followed, matters considered, and applicable qualifications and limitations based upon the review undertaken by Lazard in preparing the Lazard Opinion, is attached as Annex E and is incorporated by reference in this document. The summary of the written Lazard Opinion, dated February 23, 2025, set forth below is qualified in its entirety by the full text of the written Lazard Opinion attached as Annex E. Lazard’s financial advisory services and the Lazard Opinion were provided for the use and benefit of the special committee (in its capacity as such and not in any other capacity) in connection with its evaluation of the transactions, and addressed only the fairness, from a financial point of view, as of the date thereof, of the Corporate Merger consideration provided for in the merger agreement to the holders of shares of Bridge Class A common stock (other than (a) any holder that also holds Bridge LLC Class A common units and their respective Affiliates (as defined in the merger agreement), (b) any director of Bridge, (c) any Person (as defined in the merger agreement) that Bridge has determined to be an “officer” of

 

71

Bridge within the meaning of Rule 16a-1(f) of the Exchange Act, (d) Apollo, the Merger Subs, or any other Person having any equity interest in, or any right to acquire any equity interest in, the Merger Subs or any person of which any Merger Sub is a direct or indirect Subsidiary (as defined in the merger agreement) or (e) any “immediate family member” (as defined in Item 404 of Regulation S-K) or “affiliate” or “associate” (as defined in Section 12b-2 of the Exchange Act) of any of the foregoing). The Lazard Opinion is not intended to and does not constitute a recommendation to any stockholder or any other person as to how such stockholder or person should vote or act with respect to the mergers or any matter relating thereto.

The full text of the written Lazard Opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and applicable qualifications and limitations based upon the review undertaken by Lazard in preparing its opinion.

In connection with its opinion, Lazard:

 

•

reviewed the financial terms and conditions of the merger agreement;

 

•

reviewed certain publicly available historical business and financial information relating to Bridge and Apollo;

 

•

reviewed (A) certain financial forecasts and other data provided by the management of Bridge and utilized at the direction of the special committee relating to the business of Bridge and (B) certain publicly available financial forecasts and other data relating to the business of Apollo;

 

•

held discussions with members of the senior management of Bridge with respect to the business and prospects of Bridge;

 

•

reviewed public information with respect to certain other companies in lines of business Lazard believed to be generally relevant in evaluating the business of Bridge;

 

•

reviewed the financial terms of certain business combinations involving companies in lines of business comparable in certain respects to the business of Bridge;

 

•

reviewed historical stock prices and trading volumes of Bridge Class A common stock and Apollo common stock; and

 

•

conducted such other financial studies, analyses and investigations as Lazard deemed appropriate.

In preparing its opinion, with the consent of the special committee, Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Bridge or Apollo or concerning the solvency or fair value of Bridge or Apollo, and Lazard was not furnished with any such valuation or appraisal. Lazard assumed, with the consent of the special committee, that the forecasts of Bridge (referred to herein as the December Baseline Projections) had been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of Bridge. Lazard assumed no responsibility for and expressed no view as to the December Baseline Projections or the assumptions on which they were based.

Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of its opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of Lazard’s opinion. Lazard further noted that the volatility in the credit, commodities and financial markets may have an effect on Bridge, Apollo or the transactions and Lazard did not express any opinion as to the effects of such volatility on any of them. Lazard did not express any opinion as to the prices at which shares of Bridge Class A common stock or Apollo common stock may trade at any time subsequent to the announcement of the transactions. Lazard’s opinion did not address the relative merits of the transactions as compared to any other

 

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transaction or business strategy in which Bridge might engage or the merits of the underlying decision by Bridge to engage in the transactions.

In rendering its opinion, Lazard assumed, with the consent of the special committee, that the transactions would be consummated on the terms described in the merger agreement, without any waiver or modification of any material terms or conditions. Lazard also assumed, with the consent of the special committee, that obtaining the necessary governmental, regulatory or third party approvals and consents for the transactions would not have an adverse effect on Bridge or the transactions. Lazard further assumed, with the consent of the special committee, that the transactions would qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Lazard did not express any opinion as to any tax or other consequences that might result from the transactions, nor did Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that Bridge obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the Corporate Merger consideration to the extent expressly specified in Lazard’s opinion) of the transactions, including, without limitation, the form or structure of the transactions, the Existing Tax Receivable Agreement, voting agreements, key individual agreements, restrictive covenant and lock-up agreements, or any other agreements or arrangements entered into in connection with, or contemplated by, the transactions. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the transactions, or class of such persons, relative to the Corporate Merger consideration or otherwise.

Lazard’s engagement and the written Lazard Opinion were for the benefit of the special committee (in its capacity as such) and the written Lazard Opinion was rendered to the special committee in connection with its evaluation of the transactions. Lazard’s opinion is not intended to and does not constitute a recommendation to any stockholder or other person as to how such stockholder or other person should vote or act with respect to the transactions or any matter relating thereto. The issuance of the Lazard Opinion was approved by the Opinion Committee of Lazard.

Summary of the Financial Analyses of Lazard

The following is a summary of the material financial analyses presented by Lazard to, and reviewed with, the special committee in connection with the delivery of the Lazard Opinion.

The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by and underlying the Lazard Opinion, nor does the order of the financial analysis described represent the relative importance or weight given to the financial analyses performed by Lazard. The preparation of a financial opinion is a complex analytical process involving certain determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Lazard did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Lazard. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Lazard’s financial analyses and its opinion.

In performing its analyses, Lazard made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Bridge or

 

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Apollo. None of Bridge, Apollo or any of their respective affiliates or Lazard or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Bridge do not purport to be appraisals or reflect the prices at which Bridge may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 23, 2025, and is not necessarily indicative of current market conditions.

Valuation Methodologies¹

Trading Comparables Analysis:

Lazard reviewed and analyzed specific financial and operating data relating to Bridge and selected companies that Lazard, based on its experience with the alternative asset management industry and its professional judgement believed to be generally relevant for the purposes of their analyses. Although there are no publicly traded companies that are directly comparable to Bridge, Lazard selected these companies because they have publicly traded equity securities and were deemed to be relevant because of similarities to Bridge in one or more business, operating, regional or end-market characteristics. Lazard’s analyses were based on selected large diversified alternative asset managers (“Large Diversified Alts”) and real asset exposure managers (“Real Asset Exposure Managers” and, together with the Large Diversified Alts, the “Selected Alternative Asset Managers”).

The selected Large Diversified Alts were:

 

•

Apollo Global Management, Inc.

 

•

Ares Management Corporation

 

•

Blackstone Inc.

 

•

Blue Owl Capital Inc.

 

•

Brookfield Asset Management Ltd.

 

•

The Carlyle Group Inc.

 

•

KKR & Co. Inc.

 

•

TPG Inc.

The selected Real Asset Exposure Managers were:

 

•

Antin Infrastructure Partners SAS

 

•

Cohen & Steers, Inc.

 

•

DigitalBridge Group, Inc.

 

•

Rithm Capital Corp.

 

•

The RMR Group Inc.

Lazard reviewed and analyzed various publicly available financial information, market trading data, implied multiples and ratios of Bridge and the Selected Alternative Asset Managers. As part of its selected trading comparables analysis, Lazard reviewed and analyzed, among other things, each company’s ratio of its share price as of February 20, 2025 to its estimated total after-tax distributable earnings per share (“DE,” and such ratio

1

All Bridge valuation methodologies reflect the net present value of potential cash tax savings per share of Bridge Class A common stock, based on the December Baseline Projections, which may be realized by Bridge pursuant to the Existing Tax Receivable Agreement (the “Value of the TRA Tax Savings”).

 

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commonly referred to as a price to distributable earnings per share ratio, or “P/DE”) for the fiscal year 2025 (which we refer to herein as FY25E). All of these calculations were performed and based on the December Baseline Projections, publicly available financial data (including Wall Street equity analysts’ research estimates, FactSet Research Systems Inc. and S&P Global, Inc.) and the closing stock prices as of February 20, 2025. The FY25E P/DE for the Selected Alternative Asset Managers and Bridge were:

 

Large Diversified Alts		P/DE FY25E
Apollo Global Management, Inc.			18.7x
Ares Management Corporation			34.8x
Blackstone Inc.			29.2x
Blue Owl Capital Inc.			25.3x
Brookfield Asset Management Ltd.			36.1x
The Carlyle Group Inc.			12.4x
KKR & Co. Inc.			23.2x
TPG Inc.			24.0x
Real Asset Exposure Managers		P/DE FY25E
Antin Infrastructure Partners SAS			17.9x
Cohen & Steers, Inc.			27.6x
DigitalBridge Group, Inc.			NM	1
Rithm Capital Corp.			6.1x
The RMR Group Inc.			11.4x
		P/DE FY25E
Bridge			10.0x

1	Multiple excluded from analysis due to negative earnings estimates from FactSet Research Systems Inc. data.

Additionally, Lazard, at the direction of the special committee, adjusted Bridge’s DE per share in the December Baseline Projections to include the cash tax benefit, assuming a tax rate of 25% at the direction of the special committee, associated with the issuance of stock-based compensation, as provided in Bridge’s internal financial model (the “SBC Tax Benefit”). Such adjustment was made solely to Bridge DE value to which a P/DE ratio was applied to provide comparability between the DE values underlying the P/DE ratios of the Selected Alternative Asset Managers and the forecasted FY25E DE values to which the reference P/DE range was applied:

 

		December Baseline Projections				Including SBC Tax Benefit
FY25E DE Per Share		$	0.63			$	0.72

Because no selected comparable company is exactly the same as Bridge, Lazard believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected trading comparables analysis. Accordingly, Lazard also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Bridge and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, sector overlaps, growth prospects, profitability levels and degree of operational risk between Bridge and the companies included in the selected company analysis, among others. Based upon these judgments and on Lazard’s professional judgment, Lazard selected a reference range of 9.5x – 12.0x P/DE multiples for FY25E. Lazard applied the selected reference range to forecasted FY25E DE reflected in the December Baseline Projections and included the SBC

 

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Tax Benefit to calculate a range of values per share of Bridge Class A common stock. The following table summarizes the results of this calculation:

 

		Selected Multiple Range				Implied Price per Share of Bridge Class A Common Stock
FY25E P/DE			9.5x – 12.0x			$	6.90 – $8.69

As reflected in the table above, the analyses resulted in a range of implied values per share of Bridge Class A common stock of $6.90 – $8.69, as compared to (i) the closing price per share of Bridge Class A common stock of $8.07 on February 20, 2025 and (ii) the implied merger consideration of $11.50 per share of Bridge Class A common stock.

Sum-of-the-Parts Multiples Based Trading Comparables Analysis

Lazard performed a multiples based analysis of Bridge on a sum-of-the-parts basis. The sum-of-the-parts multiples based analysis considered, as per the December Baseline Projections, Bridge’s estimated after-tax earnings for FY25E, on a standalone basis, based on three distinct earnings streams composed of (i) fee-related earnings (“FRE”), (ii) performance-related earnings (“PRE”) and (iii) investment income from balance sheet investments and insurance general account, which represents the sum of marketable securities at fair value, other assets and other investments, net of insurance loss reserves (“BSI”), and Bridge’s outstanding debt obligations, net of cash and cash equivalents (“Net Debt”).

As part of Lazard’s sum-of-the-parts multiples based analysis, Lazard calculated, reviewed and analyzed, among other things, the ratio of (i) value embedded in each of the Large Diversified Alts’ share price as of February 20, 2025 attributable to FRE and PRE to (ii) each such Large Diversified Alt’s estimated FRE and PRE per share based on Wall Street equity analysts’ estimates (such ratios commonly referred to as an “FRE Multiple” and a “PRE Multiple,” respectively) for FY25E. Based on Lazard’s professional judgement, experience with alternative asset managers, and generally accepted methodology, Lazard calculated the value attributable to FRE and PRE embedded in each of the Large Diversified Alts’ share price under the assumption that each such Large Diversified Alt’s PRE multiple is equal to 0.5x its FRE multiple and certain other assumptions. Such FRE Multiple and PRE Multiple for each of the Large Diversified Alts and Bridge for FY25E were as follows:

 

Large Diversified Alts		FRE Multiple for FY25E				PRE Multiple for FY25E
Apollo Global Management, Inc.			31.9x				16.0x
Ares Management Corporation			37.3x				18.6x
Blackstone Inc.			35.7x				17.8x
Blue Owl Capital Inc.			25.4x				12.7x
Brookfield Asset Management Ltd.1			—				—
The Carlyle Group Inc.			14.2x				7.1x
KKR & Co. Inc.			31.5x				15.7x
TPG Inc.			27.2x				13.6x
		FRE Multiple for FY25E				PRE Multiple for FY25E
Bridge			12.0x				6.0x

1	Brookfield Asset Management Limited sum-of-the-parts multiples not presented due to variability in Wall Street consensus estimates on value attributable to performance fees.

Based upon the observed FRE Multiples and PRE Multiples of the Large Diversified Alts and Lazard’s professional judgment, Lazard selected a reference range of 12.0x – 14.0x for FY25E to value Bridge’s FRE earnings stream and a reference range of 6.0x – 7.0x for FY25E to value Bridge’s PRE earnings stream. The value of the BSI was calculated by applying a 0.9x – 1.0x multiple to the September 30, 2024 net asset value

 

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(“NAV”) per share. The selected share price to NAV (“P/NAV”) multiple ranges were informed by the perceived relative illiquidity of these investment positions and the discounts typically ascribed to publicly listed investment holding companies and closed-end funds as well as Lazard’s professional judgment. The analysis further valued Bridge’s outstanding debt, net of cash and cash equivalents (“Net Debt”) on a per share basis as of September 30, 2024 at 1.00x NAV.

The calculations for the sum-of-the-parts multiples based analysis were performed and based on the December Baseline Projections adjusted to reflect the SBC Tax Benefit (as outlined below), publicly available financial data (including Wall Street equity analysts’ research estimates, FactSet Research Systems Inc. and S&P Global, Inc.) and the closing stock prices of Bridge and the Large Diversified Alts as of February 20, 2025.

 

		December Baseline Projections				Including SBC Tax Benefit
FY25E FRE Per Share		$	0.62			$	0.71
FY25E PRE Per Share		$	0.05			$	0.05

The following table represents the results of the Sum-of-the-Parts Multiples Based Trading Comparables Analysis:

 

Selected Multiple Range

Multiple

Low

High

FY25E FRE

FRE Multiple

12.0x

14.0x

FY25E PRE

PRE Multiple

6.0x

7.0x

9/30/2024 BSI

P/NAV

0.9x

1.0x

9/30/2024 Net Debt

P/NAV

1.0x

1.0x

Implied Value per Share of Bridge Class A Common Stock

$

6.94

$

8.50

As reflected in the table above, the analyses resulted in a range of implied values per share of Bridge Class A common stock of $6.94 – $8.50, as compared to (i) the closing price per share of Bridge Class A common stock of $8.07 as of February 20, 2025 and (ii) the implied merger consideration of $11.50 per share of Bridge Class A common stock.

Discounted Cash Flow Analysis

Lazard performed a discounted cash flow analysis of Bridge by calculating the estimated net present value (“NPV”) of the projected after-tax levered free cash flows² per share based on the December Baseline Projections (such projected cash flows, “FCF”) for the period from September 30, 2024 through fiscal year end 2028E (using mid-year discounting convention), and the estimated NPV of the terminal value of Bridge per share (the “Terminal Value”). Lazard calculated the Terminal Values for Bridge by applying a range of terminal value multiples of 9.5x – 12.0x to the estimated terminal year after-tax distributable earnings per share consisting of 2029E FRE and 2027E – 2029E three-year average PRE (based on the December Baseline Projections and reflecting the SBC Tax Benefit). The NPVs of Bridge’s FCF and Terminal Values were then calculated using discount rates ranging from 12.0% – 15.0%. The discount rates were based on an estimate of Bridge’s cost of equity, which was estimated based on a capital asset pricing model analysis.

2

After-tax levered free cash flows were calculated based on the December Baseline Projections by (i) taking (a) Distributable Earnings attributable to Bridge LLC (pre-tax) less (b) stock-based compensation (as provided in Bridge’s internal financial model) less (c) depreciation and amortization (as provided in Bridge’s internal financial model), (ii) multiplying the value calculated in (i) by an assumed tax rate of 25% at the direction of the special committee (the product of (i) and (ii), the “Calculated Tax”), and (iii) reducing Distributable Earnings attributable to Bridge LLC (pre-tax) by the Calculated Tax.

 

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Lazard then calculated a range of implied equity values per share of Bridge Class A common stock by adding (i) the NPV of the FCF, plus (ii) the Value of the TRA Tax Savings, plus (iii) other assets and other investments on Bridge’s September 30, 2024 balance sheet, valued at 0.95x NAV, plus (iv) the Terminal Value. The discounted cash flow analysis indicated an implied equity value per share reference range of $8.73 – $10.93, as compared to (i) the closing price per share of Bridge Class A common stock of $8.07 as of February 20, 2025 and (ii) the implied merger consideration of $11.50 per share of Bridge Class A common stock.

Other Factors

Lazard noted for the special committee certain additional factors solely for reference and informational purposes, including the following:

Precedent Transaction Analysis

Lazard reviewed and, to the extent publicly available, compared the purchase prices and financial multiples paid in selected precedent transactions with deal values of $500 million and above since 2017 involving publicly traded U.S. alternative asset managers. The price per distributable earnings, or P/DE, in the next unreported fiscal year for each transaction resulted in financial multiples ranging from 7.3x – 14.2x. Lazard selected a range of 10.0x – 14.0x P/DE multiples for the next unreported fiscal year. Lazard applied the selected range to forecasted FY25E DE reflected in the Bridge Management Projections and included the SBC Tax Benefit to calculate a range of values per share of Bridge Class A common stock. The following table summarizes the results of this calculation:

 

		Selected Multiple Range				Implied Price per Share of Bridge Class A Common Stock
FY25E P/DE			10.0x – 14.0x			$	7.26 – $10.13

However, based on Lazard’s experience with merger and acquisition transactions, Lazard determined that there were not sufficient comparable business combinations for a precedent transactions analysis to be meaningful for purposes of its opinion.

Analyst Price Targets

Lazard summarized analyst views and recommendations on Bridge and reviewed, as of February 20, 2025, the price targets of Bridge Class A common stock published by Wall Street equity analysts. The analysts’ price targets of Bridge Class A common stock ranged from $7.50 per share to $10.00 per share. The share price targets published by such Wall Street equity analysts reflect each such analyst’s estimates of the future public market trading price of Bridge Class A common stock at the time the price target was published. Public market trading price targets do not necessarily reflect the current market trading price for Bridge Class A common stock and these estimates are subject to uncertainties, including future financial performance of Bridge and future market conditions.

Trading History

To understand the trend in the historical trading prices of Bridge Class A common stock, Lazard reviewed, for informational purposes, data with respect to the historical trading prices of Bridge Class A common stock. In particular, Lazard noted that for the 52-week period from February 22, 2024 to February 20, 2025 the price per share of Bridge Class A common stock ranged from $6.18 to $11.69.

Miscellaneous—Lazard

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of

 

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listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. Lazard in the past has provided certain investment banking services to Apollo and/or certain of its affiliates or funds managed by its affiliates (“Apollo-managed funds”), for which Lazard has received and may receive compensation, including, currently or during the past two years, having advised or advising: Apollo-managed funds with respect to a potential investment in a portfolio company of Apollo-managed funds; Apollo with respect to two potential acquisitions; Apollo with respect to a potential investment; Apollo-managed funds with respect to the 2024 announced acquisition of TI Fluid Systems; a portfolio company of Apollo-managed funds with respect to a 2024 sale of a minority interest; Lecta (a portfolio company of Apollo-managed funds) with respect to refinancing; Apollo and certain other creditors with respect to restructuring matters involving two companies; Apollo-managed funds and a portfolio company of Apollo-managed funds with respect to certain potential transactions that were not consummated; and Apollo with respect to certain advisory matters. During the two years preceding the date of Lazard’s opinion, the aggregate fees recognized from Apollo, its affiliates and controlled portfolio companies of Apollo-managed funds were approximately $5.9 million. In addition, in the ordinary course, certain of Lazard and its affiliates and its and their employees trade securities for their own accounts and for the accounts of their customers, and, accordingly, hold and/or may at any time hold a long or short position in securities of Bridge, Apollo and certain of their respective affiliates, and certain of Lazard’s affiliates also trade and hold securities on behalf of clients, which include and/or may at any time include Bridge, Apollo and certain of their respective affiliates.

The special committee selected Lazard as its financial advisor in connection with the transactions based on Lazard’s reputation, qualification and experience and knowledge of Bridge’s business and affairs and the industry in which it operates. Lazard is an internationally recognized investment banking firm that has substantial experience in transactions similar to the mergers.

In connection with Lazard’s services as a financial advisor to the special committee, Bridge agreed to pay Lazard an aggregate fee of up to $9,000,000, of which (i) $3,000,000 became payable upon the rendering of Lazard’s opinion to the special committee, which shall be credited against any fee payable pursuant to clause (ii), (ii) $7,000,000 is payable contingent upon consummation of the transactions and (iii) $2,000,000 is payable contingent upon consummation of the transactions in the sole discretion of the special committee based on its judgment regarding the scope, quality and complexity of services provided by Lazard. In addition, Bridge has agreed to reimburse certain of Lazard’s expenses incurred in connection with the engagement and to indemnify Lazard against certain liabilities that may arise, out of Lazard’s engagement.

Bridge Unaudited Prospective Financial Information

Bridge does not, as a matter of course, publicly disclose long-term consolidated forecasts as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the special committee’s consideration of a potential strategic transaction, beginning in April 2024, and then subsequently in December 2024, Bridge management prepared and updated certain unaudited financial projections regarding Bridge’s future performance for the years 2024 through 2029. Such projections were based upon the internal financial model that Bridge has historically used in connection with strategic planning.

In connection with the special committee’s and the Bridge Board’s evaluation of the mergers and the other transactions contemplated by the merger agreement with Apollo, in December 2024, at the request of the special committee, Bridge’s management team updated its unaudited financial projections to take into account, among other considerations, the uncertainty facing Bridge’s business and the timing for various key developments (including interest rates, the real estate sector, fundraising prospects and the broader economy) as well as the sensitivity in the financial projections to the degree of success forecasted to be achieved by a number of new strategies that had either been recently launched or were anticipated to be launched in the future, Bridge’s more recent performance, Bridge’s 2025 approved annual budget and certain challenges facing the real estate sector and the asset management industry in general. These projections consisted of (i) an updated and extended

 

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forecast for 2024 to 2029 (the “December Baseline Projections”) and (ii) an alternative case for the forecast for 2024 to 2029 reflecting certain increased growth assumptions (the “December Projections”). The December Baseline Projections and the December Projections were reviewed with the special committee and the Bridge Board, and also provided to Lazard and J.P. Morgan, with the December Baseline Projections approved by the special committee for Lazard’s use and by the Bridge Board for J.P. Morgan’s use in connection with Lazard’s and J.P. Morgan’s respective financial analyses and opinions, summarized in the section entitled “The Mergers—Opinions of Bridge’s and the Special Committee’s Financial Advisors” beginning on page [ ] of this proxy statement/prospectus. The December Baseline Projections and December Projections were also provided to Apollo in connection with Apollo’s due diligence review of Bridge and evaluation of the transactions.

The following is a summary of the December Baseline Projections (in thousands):

 

		2024E				2025E				2026E				2027E				2028E				2029E
Gross Assets Under Management (AUM)(1)		$	51,438,939			$	53,379,923			$	52,066,133			$	57,326,187			$	62,063,588			$	74,098,619
Fee Earning AUM(2)		$	22,095,833			$	22,584,832			$	24,097,518			$	26,948,135			$	29,469,580			$	31,455,745
Fee Related Earnings Attributable to Bridge LLC(3)		$	132,929			$	117,586			$	95,336			$	129,000			$	141,022			$	165,114
Performance Related Earnings(4)		$	8,218			$	9,071			$	75,632			$	28,522			$	29,916			$	4,310
Distributable Earnings Attributable to Bridge LLC (pre-tax)(5)		$	126,077			$	119,059			$	164,828			$	151,503			$	165,027			$	163,621
Total Shares(6)			138,819				141,595				144,427				147,316				150,262				153,267

 

(1)

AUM refers to the assets Bridge manages. Bridge’s AUM represents the sum of (a) the fair value of the assets of the funds and vehicles Bridge manages, plus (b) the contractual amount of any uncalled capital commitments to those funds and vehicles (including commitments to the funds and vehicles and those of Bridge affiliates), plus (c) the fair value of the assets of any REITs managed by Bridge affiliates, including Bridge Investment Group Industrial Real Estate Income Trust (“BIGi”). Bridge’s AUM is not reduced by any outstanding indebtedness or other accrued but unpaid liabilities of the assets Bridge manages. Bridge views AUM as a metric to measure its investment and fundraising performance as it reflects assets generally at fair value plus available uncalled capital. Bridge’s calculations of AUM and fee-earning AUM may differ from the calculations of other investment managers. As a result, these measures may not be comparable to similar measures presented by other investment managers (including Apollo), and differ from the manner in which Bridge’s affiliates registered with the SEC report “Regulatory Assets Under Management” on Form ADV and Form PF. In addition, Bridge’s calculation of AUM (but not fee-earning AUM) includes uncalled commitments to (and the fair value of the assets in) the funds and vehicles it manages from Bridge and Bridge affiliates, regardless of whether such commitments or investments are subject to fees. Bridge’s definition of AUM is not based on any definition contained in the agreements governing the funds and vehicles it manages or advises.

(2)	Fee Earning AUM reflects the assets from which Bridge earns management fee revenue. The assets Bridge manages that are included in its fee-earning AUM typically pay management fees based on capital commitments, invested capital or, in certain cases, NAV, depending on the fee terms.

(3)

Fee Related Earnings Attributable to Bridge LLC is a supplemental performance measure used to assess Bridge’s ability to generate profits from fee-based revenues that are measured and received on a recurring basis. Fee Related Earnings Attributable to Bridge LLC excludes Fee Related Earnings Attributable to Non-Controlling Interests. Fee Related Earnings differs from net income (loss) before provision for income taxes, computed in accordance with GAAP in that it adjusts for the items included in the calculation of Distributable Earnings, and also adjusts Distributable Earnings to exclude realized performance allocations income and related compensation expense, net insurance income, earnings from investments, net interest

 

80

(interest income less interest expense), net realized gain (loss), income (loss) from consolidated fund investments, and, if applicable, certain general and net administrative expenses when the timing of any future payment is uncertain. During 2024, Bridge revised its definition of Fee Related Earnings on a prospective basis to account for the impact of fee related performance revenue related to its open-end funds, which have become more meaningful to its results of operations. However, this did not impact historical performance measures as no such fees had yet been realized prior to 2024.

(4)

Performance Related Earnings is a supplemental performance measure that represents the net amount of realized performance allocations that is attributable to Bridge LLC after adjusting for compensation and non-controlling interest for Bridge’s closed-end funds. The amount is derived by the summation of total incentive fees and realized performance allocations less incentive fee compensation, realized performance allocations compensation, and non-controlling interest attributable for Bridge’s closed-end funds.

(5)

Distributable Earnings Attributable to Bridge LLC differs from net income before the provision for income taxes, computed in accordance with GAAP in that it does not include depreciation and amortization, income (loss) from consolidated Bridge-sponsored funds, unrealized performance allocations and related compensation expense, unrealized gains (losses), share-based compensation, cash net income attributable to non-controlling interests, charges (credits) related to corporate actions and non-recurring items. Such items, where applicable, include: charges associated with acquisitions or strategic investments, changes in the TRA liability, corporate conversion costs, amortization and any impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions, impairment charges associated with lease right-of-use assets, gains and losses from the retirement of debt, charges associated with contract terminations and employee severance.

(6)	Total Shares reflects the number of shares of Class A common stock forecasted to be outstanding as of the end of the applicable period. The number of shares of Class A common stock outstanding was assumed to increase by 2% on January 1 on an annual basis.

The following is a summary of the December Projections (in thousands):

 

		2024E				2025E				2026E				2027E				2028E				2029E
Gross Assets Under Management (AUM)(1)		$	51,438,939			$	56,369,379			$	62,164,480			$	72,887,381			$	85,304,635			$	101,217,649
Fee Earning AUM(2)		$	22,095,833			$	24,218,811			$	29,449,440			$	34,930,586			$	40,303,951			$	43,632,839
Fee Related Earnings Attributable to Bridge LLC(3)		$	132,929			$	136,332			$	142,760			$	190,755			$	234,918			$	306,064
Performance Related Earnings(4)		$	8,218			$	10,763			$	89,713			$	35,523			$	50,108			$	7,641
Distributable Earnings Attributable to Bridge LLC (pre-tax)(5)		$	126,077			$	139,497			$	226,333			$	220,258			$	279,116			$	307,902
Total Shares(6)			138,819				141,595				144,427				147,316				150,262				153,267

 

(1)

AUM refers to the assets Bridge manages. Bridge’s AUM represents the sum of (a) the fair value of the assets of the funds and vehicles Bridge manages, plus (b) the contractual amount of any uncalled capital commitments to those funds and vehicles (including commitments to the funds and vehicles and those of Bridge affiliates), plus (c) the fair value of the assets of any REITs managed by Bridge affiliates, including BIGi. Bridge’s AUM is not reduced by any outstanding indebtedness or other accrued but unpaid liabilities of the assets Bridge manages. Bridge views AUM as a metric to measure its investment and fundraising performance as it reflects assets generally at fair value plus available uncalled capital. Bridge’s calculations of AUM and fee-earning AUM may differ from the calculations of other investment managers. As a result, these measures may not be comparable to similar measures presented by other investment managers, and differs from the manner in which Bridge’s affiliates registered with the SEC report “Regulatory Assets Under Management” on Form ADV and Form PF. In addition, Bridge’s calculation of AUM (but not

 

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fee-earning AUM) includes uncalled commitments to (and the fair value of the assets in) the funds and vehicles it manages from Bridge and Bridge affiliates, regardless of whether such commitments or investments are subject to fees. Bridge’s definition of AUM is not based on any definition contained in the agreements governing the funds and vehicles it manages or advises.

(2)	Fee Earning AUM reflects the assets from which Bridge earns management fee revenue. The assets Bridge manages that are included in its fee-earning AUM typically pay management fees based on capital commitments, invested capital or, in certain cases, NAV, depending on the fee terms.

(3)

Fee Related Earnings Attributable to Bridge LLC is a supplemental performance measure used to assess Bridge’s ability to generate profits from fee-based revenues that are measured and received on a recurring basis. Fee Related Earnings Attributable to Bridge LLC excludes Fee Related Earnings Attributable to Non-Controlling Interests. Fee Related Earnings differs from net income (loss) before provision for income taxes, computed in accordance with GAAP in that it adjusts for the items included in the calculation of Distributable Earnings, and also adjusts Distributable Earnings to exclude realized performance allocations income and related compensation expense, net insurance income, earnings from investments, net interest (interest income less interest expense), net realized gain (loss), income (loss) from consolidated fund investments, and, if applicable, certain general and net administrative expenses when the timing of any future payment is uncertain. During 2024, Bridge revised its definition of Fee Related Earnings on a prospective basis to account for the impact of fee related performance revenue related to its open-end funds, which have become more meaningful to its results of operations. However, this did not impact historical performance measures as no such fees had yet been realized prior to 2024.

(4)

Performance Related Earnings is a supplemental performance measure that represents the net amount of realized performance allocations that is attributable to Bridge LLC after adjusting for compensation and non-controlling interest for Bridge’s closed-end funds. The amount is derived by the summation of total incentive fees and realized performance allocations less incentive fee compensation, realized performance allocations compensation, and non-controlling interest attributable for Bridge’s closed-end funds.

(5)

Distributable Earnings Attributable to Bridge LLC differs from net income before the provision for income taxes, computed in accordance with GAAP in that it does not include depreciation and amortization, income (loss) from consolidated Bridge-sponsored funds, unrealized performance allocations and related compensation expense, unrealized gains (losses), share-based compensation, cash net income attributable to non-controlling interests, charges (credits) related to corporate actions and non-recurring items. Such items, where applicable, include: charges associated with acquisitions or strategic investments, changes in the TRA liability, corporate conversion costs, amortization and any impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions, impairment charges associated with lease right-of-use assets, gains and losses from the retirement of debt, charges associated with contract terminations and employee severance.

(6)	Total Shares reflects the number of shares of Class A common stock forecasted to be outstanding as of the end of the applicable period. The number of shares of Class A common stock outstanding was assumed to increase by 2% on January 1 on an annual basis.

Additional Information Concerning the Projections

The summaries of the December Baseline Projections and December Projections (collectively, the “Bridge Management Projections”) are being included in this proxy statement/prospectus to give Bridge’s stockholders access to non-public information that was provided to the Bridge Board, special committee and their respective financial advisors, J.P. Morgan and Lazard, for the purposes described above, and are not intended to influence your decision whether to vote in favor of the merger proposal or any other proposal at the special meeting. The inclusion of this information should not be regarded as an indication that any of Bridge or its advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

 

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While presented with numeric specificity, the Bridge Management Projections reflect numerous estimates and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to Bridge’s business) that are inherently uncertain and may be beyond the control of Bridge, including, among other matters, those items described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements”, “Where You Can Find More Information”, and “Risk Factors”, beginning on pages [ ], [ ] and [ ], respectively. The Bridge Management Projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Bridge can give no assurance that the Bridge Management Projections and the underlying estimates and assumptions will be realized. In addition, since the Bridge Management Projections cover multiple years, such information by its nature becomes more speculative with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.

The Bridge Management Projections were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The prospective financial information included in this document has been prepared by, and is the responsibility of, Bridge’s management. Deloitte & Touche LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. The reports of Deloitte & Touche LLP with respect to Bridge that are incorporated by reference into this proxy statement/prospectus relate to Bridge’s previously issued financial statements.

Furthermore, the Bridge Management Projections do not take into account any circumstances or events occurring after the date they were prepared. Bridge can give no assurance that, had the Bridge Management Projections been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used.

BRIDGE UNDERTAKES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE ABOVE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THIS UNAUDITED PROSPECTIVE FINANCIAL INFORMATION WAS GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH INFORMATION ARE SHOWN TO BE IN ERROR.

The Bridge Management Projections do not take into account all the possible financial and other effects on Bridge of the mergers, the effect on Bridge of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the mergers. Further, the Bridge Management Projections do not take into account the effect on Bridge of any possible failure of the mergers to occur. None of Bridge or its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Bridge stockholder or other person regarding Bridge’s ultimate performance compared to the information contained in the Bridge Management Projections or to the effect that the forecasted results will be achieved. The inclusion of the Bridge Management Projections herein should not be deemed an admission or representation by Bridge or its advisors or any other person that they are viewed as material information of Bridge, particularly in light of the inherent risks and uncertainties associated with such forecasts.

The Bridge Management Projections include non-GAAP financial measures, such as Fee Related Earnings Attributable to Bridge LLC, Performance Related Earnings and Distributable Earnings Attributable to Bridge

 

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LLC, which were presented because management believed they could be useful indicators of the Company’s projected future operating performance. Bridge management prepared the Bridge Management Projections on a non-GAAP basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Bridge’s non-GAAP financial measures may not be comparable to similarly titled measures of other companies (including Apollo). Other companies, including companies in Bridge’s industry, may calculate non-GAAP financial measures differently than Bridge does, limiting the usefulness of those measures for comparative purposes. As used herein, “GAAP” means U.S. generally accepted accounting principles. Reconciliation of non-GAAP financial measures were not provided to or relied upon by J.P. Morgan or Lazard in connection with their respective financial analyses and opinions as described above in the sections titled “The Mergers—Opinions of Bridge’s and the Special Committee’s Financial Advisors—Opinion of J.P. Morgan” beginning on page [ ] and “The Mergers—Opinions of Bridge’s and the Special Committee’s Financial Advisors—Opinion of Lazard Frères & Co. LLC” beginning on page [ ]. Additionally, due to the forward-looking nature of the Bridge Management Projections, specific quantification of the amounts that would be required to reconcile such Bridge Management Projections to GAAP measures are not available and Bridge’s management believes that it is not feasible to provide accurate forecasted non-GAAP reconciliations. Accordingly, Bridge has not provided a reconciliation of the non-GAAP financial measures included in the Bridge Management Projections to the relevant GAAP financial measures.

In light of the foregoing, and considering that the special meeting will be held several months after the Bridge Management Projections were prepared, as well as the uncertainties inherent in any forecasted information, Bridge stockholders are cautioned not to place undue reliance on such information, and Bridge urges all Bridge stockholders to review Bridge’s most recent SEC filings for a description of Bridge’s reported financial results. See “Where You Can Find More Information” beginning on page [ ].

Interests of Directors and Executive Officers of Bridge in the Mergers

In considering the recommendation of the Bridge Board to vote in favor of the approval of the merger agreement, Bridge stockholders should be aware that Bridge’s directors and executive officers have certain interests in the mergers that are different from, or in addition to, the interests of Bridge stockholders generally. The special committee and the Bridge Board were aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement (including the mergers), and in recommending to Bridge stockholders that the merger agreement be approved. Mr. Leat was present at the meeting at which the Bridge Board approved and declared advisable the merger agreement and the transactions but recused himself from the vote. Such interests are described below. See also “The Mergers—Background of the Mergers.”

Bridge’s executive officers are Robert Morse (Executive Chairman), Jonathan Slager (Chief Executive Officer), Adam O’Farrell (Chief Operating Officer), Dean Allara (Vice Chairman) and Katherine Elsnab (Chief Financial Officer).

Special Committee Compensation

In consideration of their service on the special committee and the significant time commitment that such service would entail, the Bridge Board determined that Bridge would pay each member of the special committee compensation of $25,000 per calendar month, for up to three months, and that Mr. Leat, as Chairman of the special committee, be paid an additional monthly payment of $15,000 (for a total of $40,000 per month to Mr. Leat for up to three months). In December of 2024, upon review of the compensation for the special committee and in light of their recent activities, the Bridge Board determined that the special committee members should receive additional monthly compensation for the months of November and December 2024 and January 2025 in the amounts of $25,000 per month for each committee member with an additional $15,000 per month for the chair of the committee.

 

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The special committee compensation was not, and is not, contingent upon the approval or completion of the transactions or any other transaction involving Bridge. No other meeting fees or other compensation will be paid to the members of the special committee in connection with their service on the special committee (other than reimbursement for reasonable third-party costs and expenses incurred in connection with their service on the special committee).

Treatment of Outstanding Bridge Stock Awards and Unvested Bridge LLC Class A Common Units

The Bridge equity awards held by Bridge’s executive officers immediately prior to the effective time of the mergers will be treated in the same manner as the Bridge equity awards held by other employees generally, except that Bridge’s executive officers have contractual entitlements that allow for (x) with respect to the Retirement Eligible Executives all of the unvested Apollo RSAs received by the executive officer in connection with the mergers to remain outstanding and continue to vest on the original vesting schedule if such individuals satisfy certain post-retirement obligations under the Emeritus Policy and (y) with respect to Ms. Elsnab, all of the unvested Apollo RSAs received by Ms. Elsnab in connection with the mergers to fully vest if she experiences a termination of employment without cause within 18 months following the effective time of the mergers. Each of Bridge’s executive officers has waived their right to receive any benefits, including any equity award vesting, as a result of a resignation for “good reason” following the effective time of the merger. All outstanding equity awards held by Bridge’s non-employee directors will fully vest on an accelerated basis upon the effective time of the mergers.

The following table sets forth the number of outstanding and unvested Bridge LLC Unit Awards and Bridge RSAs held by each of Bridge’s executive officers and non-employee directors as of March 31, 2025:

 

		Unvested Bridge LLC Unit Awards				Unvested Bridge RSAs
Executive Officers
Robert Morse			3,845				2,795,610
Jonathan Slager			0				818,510
Adam O’Farrell			1,098				468,682
Dean Allara			0				583,180
Katherine Elsnab			11,533				276,696
Non-Employee Directors
Chad Leat			0				14,368
Debra Martin Chase			0				14,368
Deborah Hopkins			0				15,805

Carried Interest Awards

Each of Bridge’s executive officers holds outstanding carried interest awards which represent an allocation of earnings from Bridge funds and which are subject to certain vesting and forfeiture terms. The carried interest awards held by Bridge executive officers will remain outstanding and will continue to vest in accordance with the terms of such awards, subject to each such executive officer’s continued employment with Apollo or its relevant affiliate following the effective time of the mergers; provided that, each of the Retirement Eligible Executives have an existing contractual entitlement that allows for all of the unvested carried interest awards held by the executive officer to remain outstanding and continue to vest on the original vesting schedule following a qualified retirement under the Emeritus Policy (which was amended in the Offer Letters to include a forced or requested retirement by Apollo); provided, that the executive officer satisfies the post-retirement obligations under the Emeritus Policy.

Bridge Employment Agreements and Apollo Offer Letters

Bridge previously entered into employment agreements with each of its Retirement Eligible Executives. Under the existing employment agreements, which will be superseded by the Offer Letters described below, each

 

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Retirement Eligible Executive would be eligible for the following severance benefits upon a termination of employment without cause or for good reason:

 

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continued annual base salary payments for 12 months following the date of termination (the “Severance Period”);

 

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continued COBRA coverage for the Severance Period;

 

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to the extent such termination of employment occurs during the 18-month period following a change in control, full accelerated vesting of all outstanding equity awards (other than any carried interest awards); and

 

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continued eligibility to participate in the Emeritus Policy to the extent such executive officer continues to satisfy the requirements set forth in such policy and complies with certain post-retirement obligations, including continued compliance with any restrictive covenants applicable to the executive officer. Upon a qualified retirement and compliance with the post-retirement obligations set forth in the Emeritus Policy, the executive officer will be eligible to receive the continuation of certain employee benefits, such as company-arranged financing for acquiring limited partner interests, the waiver of fees or carried interest costs for limited partner investments in Bridge funds (up to a cap), continued healthcare coverage at the company’s expense and continued vesting of the outstanding unvested Bridge RSAs and carried interest awards held by such executive.

In connection with the transactions contemplated by the merger agreement, each of the executive officers (including Ms. Elsnab) has executed a new offer letter with Apollo or its applicable affiliate providing for their participation in incentive plans and other benefit plans maintained by Apollo and its affiliates (or the benefit plans maintained by Bridge if Apollo elects to do so in its sole discretion) following the effective time of the mergers. The Offer Letters will replace the former employment agreements with each of the Retirement Eligible Executives such that all terms and provisions regarding each executive officer’s compensation following the effective time of the mergers will be determined by reference to the Offer Letters rather than the former Bridge employment agreements. The Offer Letters include a waiver of rights to receive any benefits, including severance payments, as a result of a resignation for “good reason” at and following the effective time of the mergers.

The Offer Letters generally provide for the following:

 

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Annual base salary of $650,000, $500,000, $500,000, $500,000 and $450,000 for each of Messrs. Morse, Slager, O’Farrell and Allara and Ms. Elsnab, respectively;

 

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To the extent unpaid as of the effective time of the mergers, payment of a mid-year 2025 cash bonus with a target value equal to 35% of each executive officer’s annual cash incentive bonus target for calendar year 2025, with the actual amount determined in the ordinary course and consistent with past practice and subject to continued employment through the payment date;

 

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To the extent unpaid as of the effective time of the mergers, payment of a year-end 2025 cash bonus with a target value equal to 65% of each executive officer’s annual cash incentive bonus target for calendar year 2025, with the actual amount determined in the ordinary course and consistent with past practice and subject to continued employment through the payment date;

 

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For Ms. Elsnab only, and to the extent not granted prior to the effective time of the mergers, a grant of restricted stock units as part of Ms. Elsnab’s annual incentive compensation with a target grant date value of $200,000, but with the actual grant date value determined in the ordinary course and consistent with past practice;

 

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Eligibility for an annual discretionary bonus for each calendar year through 2029, with a target value equal to $1,350,000, $1,500,000, $1,500,000, $1,500,000 and $1,050,000 for each of Messrs. Morse, Slager, O’Farrell and Allara and Ms. Elsnab, respectively, subject to continued employment through

 

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the payment date (and with any such bonuses earned for 2026 and subsequent years subject to partial payment in Apollo equity-based awards);

 

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Eligibility to participate in carried interest programs in the ordinary course and consistent with Bridge’s past practice for the three-year period following the effective time of the mergers;

 

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Continued eligibility to participate in the Emeritus Policy for the Retirement Eligible Executives;

 

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For Ms. Elsnab only, eligibility to receive continued annual base salary payments for 12 months following the date of termination and continued COBRA coverage for such 12-month period, in each case, in the event of her termination of employment without cause following the effective time of the mergers;

 

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For Mr. Morse only, eligibility to receive an annual partner benefit stipend equal to $250,000; and

 

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Post-employment nonsolicitation, nondisclosure and nondisparagement covenants, as well as a post-employment noncompetition covenant for each of Messrs. Morse, Slager and O’Farrell and Ms. Elsnab.

In addition, under the Offer Letters each executive officer is eligible to participate in the following broad-based compensation programs that will generally be available to a majority of Bridge’s investment professionals following the effective time of the mergers and will be awarded and/or vest over a multi-year period of at least three years and, in some cases, five years: (i) a time-based retention pool, (ii) a performance-based retention pool, (iii) a value creation program and (iv) a Real Estate Incentive Plan (collectively, the “Compensation Plans”). A majority of the payments under the Compensation Plans are subject to the surviving corporation achieving certain performance goals during the applicable multi-year period following the effective time of the mergers (the “Performance Period”) and the employee remaining continuously employed through the end of the Performance Period. The payments under the Compensation Plans will only be funded if the applicable performance hurdles are met. Payments under the Compensation Plans will be consistent with Apollo’s customary incentive compensation programs (which include cash and Apollo restricted stock units subject to additional vesting conditions). The total aggregate amount payable to Bridge employees, which includes the executive officers, if the performance goals for each Compensation Plan are achieved at maximum is approximately $268,000,000.

In connection with the mergers, Bridge may establish an incentive program in an amount not to exceed $26,450,000 in the aggregate, with designated participants and individual amounts subject to Apollo’s consent and payable in equal annual installments, in either cash or Apollo restricted stock units, over a four-year period following the effective time of the mergers, subject to the applicable participant remaining employed by the surviving corporation or Apollo through the applicable vesting date (the “Incentive Program”). As of the date hereof, Bridge has agreed (and Apollo has approved) to grant an incentive bonus under the Incentive Program equal to $4,600,000, $750,000, $400,000, $500,000 and $200,000 for each of Messrs. Morse, Slager, O’Farrell and Allara and Ms. Elsnab, respectively.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, Bridge’s non-employee directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the mergers. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Covenants and Agreements—Indemnification and Insurance of Bridge Directors and Officers” beginning on page [●] of this proxy statement/prospectus.

Other Interests

Mr. Leat currently serves on the board of directors of Norwegian Cruise Lines, in which Apollo owns a minority interest, where he serves as chairman of the audit committee and a member of the compensation

 

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committee. He also serves as chairman of the board of directors of MidCap Financial, PLC., a middle market direct commercial lending business affiliated with Apollo.

In addition to the matters above, the merger agreement contains certain covenants regarding employee compensation and benefits matters that will apply to all Bridge employees, including Bridge’s executive officers. For a description of these provisions, please see “The Merger Agreement—Covenants and Agreements—Certain Employee Benefits Matters.”

Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Bridge

The information on the share ownership of directors, executive officers and certain beneficial owners of Bridge is incorporated herein by reference to Part III, Item 12 of Bridge’s Annual Report on Form 10-K for the year ended December 31, 2024.

Director and Officer Indemnification

Under the merger agreement, certain indemnification and insurance rights exist in favor of Bridge’s and its subsidiaries’ current and former directors and officers. For more information about these rights, see “The Mergers—Indemnification and Insurance of Bridge Directors and Officers” beginning on page [●].

Accounting Treatment of the Mergers

Apollo and Bridge each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States, which are referred to as “GAAP.” The transactions will be accounted for using the acquisition method of accounting. Apollo will be treated as the accounting acquirer and Bridge will become a wholly owned subsidiary of Apollo at the completion of the transactions.

Regulatory Approvals Required for the Mergers

Apollo and Bridge are not currently aware of any other material governmental approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations that are required prior to the parties’ completion of the transaction other than those described below. If additional approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations are required to complete the transaction, Apollo and Bridge intend to seek such approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations.

Apollo and Bridge expect to complete the transaction in the third quarter of 2025. Although Apollo and Bridge believe that they will receive the required approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations to complete the transaction, neither can give any assurance as to the timing of these approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations, or as to Apollo’s and Bridge’s ultimate ability to obtain such approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations (or any additional approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations which may otherwise become necessary) or that such approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations will be obtained on terms and subject to conditions satisfactory to Apollo and Bridge. The receipt of the regulatory approvals (as described herein, and other than the Federal Communications Commission (“FCC”) approvals) is a condition to the obligation of each of Apollo and Bridge to complete the mergers.

The mergers are subject to the requirements of the HSR Act and the related rules and regulations, which provide that certain transactions may not be completed until notification and report forms have been furnished to

 

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the DOJ and the FTC and until certain waiting periods have been terminated or have expired. The HSR Act requires Apollo and Bridge to observe a 30-calendar-day waiting period after the submission of their respective HSR notification and report forms before consummating their transactions. The waiting period may be shortened if the reviewing agency grants “early termination” of the waiting period, or lengthened if the acquiring person (here Apollo) voluntarily withdraws and refiles to allow a second 30-calendar-day waiting period, or if the reviewing agency issues a request for additional information and documentary material (the “second request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-calendar-day waiting period, which begins to run only after each of the parties has substantially complied with the Second Request. It is also possible that Apollo and Bridge could enter into a timing agreement with the FTC or DOJ that could affect the timing of the completion of the mergers.

On April 4, 2025, Apollo and Bridge filed their respective requisite notifications and report forms under the HSR Act. The HSR waiting period commenced on April 4, 2025.

The mergers are also subject to the requirements of the Utah Insurance Code, including the Utah Captive Insurance Companies Act, and the related rules and regulations, as promulgated by the Utah Insurance Department, which provide that acquirors submit a “Form A Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer” application for approval of acquisition of control (the “Form A Filing”) in transactions where there is a change of control of a regulated Utah-domiciled insurance company. Apollo filed the Form A Filing with the Utah Insurance Department with respect to the acquisition of control of Bridge Investment Group Risk Management, Inc., a Utah domiciled captive insurer, on March 28, 2025.

In connection with the mergers, the parties have also agreed to use reasonable best efforts to obtain consent from the FCC, which is required to transfer certain FCC license agreements in favor of certain entities affiliated with certain Bridge funds and other clients.

Treatment of Existing Debt

In connection with the mergers, Apollo expects to offer to prepay all $450 million aggregate principal amount of Bridge LLC’s outstanding (i) 3.900% Senior Secured Notes, Series A, due 2025; (ii) 4.150% Senior Secured Notes, Series B, due 2027; (iii) 5.000% Senior Secured Notes, Series C, due 2032; (iv) 5.100% Senior Secured Notes, Series D, due 2034; (v) 5.990% Senior Secured Notes, Series E, due 2030; and (vi) 6.100% Senior Secured Notes, Series F, due 2033 (collectively, the “Notes”). The Notes are expected to be prepaid at par, plus accrued and unpaid interest thereon. Each holder of the Notes may accept or reject Apollo’s offer to prepay, which will need to close within approximately 30 to 60 days after the effective time of the mergers.

In addition, at the effective time of the mergers, Apollo expects Bridge to repay all outstanding borrowings under the Credit Agreement, dated as of June 3, 2022, by and among, among others, Bridge LLC, as borrower, the lenders from time to time party thereto and Canadian Imperial Bank of Commerce, as administrative agent and L/C issuer (as amended through that certain Third Amendment to Credit Agreement, dated as of November 14, 2024, the “Credit Agreement”), and to terminate the Credit Agreement. Subject to refinancings, modifications and payoffs that occur at or prior to closing (including without limitation in connection with failures of lenders to consent to, and/or waive rights and remedies that would be triggered by, the mergers), Apollo also expects the Bridge’s existing obligations under revolving credit facilities, net asset value credit facilities and repurchase agreement facilities entered into at the fund level, and under mortgage and mezzanine loans secured by fund investments, to remain outstanding following the mergers.

Treatment of Outstanding Bridge Stock Awards and Unvested Bridge LLC Class A Common Units

At the Corporate Merger effective time, each Bridge RSU, that is outstanding and unvested will be converted into an Apollo RSU (rounded down to the nearest whole share of Apollo common stock), subject to generally the same terms and conditions as were applicable to such Bridge RSU immediately prior to the

 

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Corporate Merger effective time, equal to (i) the Class A exchange ratio multiplied by (ii) the number of shares of Bridge common stock subject to such Bridge RSU immediately prior to the effective time of the Corporate Merger. With respect to any recipient of an Apollo RSU whose employment is terminated without cause within the 12-month period following the Corporate Merger effective time, the unvested Apollo RSUs held by such employee issued in respect of the converted Bridge RSUs will continue to vest in the ordinary course for an additional 18 months following the termination of employment as if the employee had remained employed through the vesting date(s).

At the Corporate Merger effective time, each Bridge RSA that is outstanding and unvested as of immediately prior to the Corporate Merger effective time will be converted into an Apollo RSA (rounded down to the nearest whole share of Apollo common stock), subject to generally the same terms and conditions as were applicable to such Bridge RSA immediately prior to the Corporate Merger effective time, equal to (i) the Class A exchange ratio multiplied by (ii) the number of shares of Bridge common stock subject to such Bridge RSA immediately prior to the Corporate Merger effective time, with cash paid in lieu of fractional shares of Apollo common stock, if any (calculated by multiplying the amount of the fractional share interest by $162.4043); provided, that outstanding and unvested Bridge RSAs that are held by non-employee directors of Bridge will become fully vested as of immediately prior to the Corporate Merger effective time and will be converted into the right to receive the merger consideration. With respect to any recipient of an Apollo RSA whose employment is terminated without cause within the 12-month period following the Corporate Merger effective time, the unvested Apollo RSAs held by such employee issued in respect of the converted Bridge RSAs will continue to vest in the ordinary course for an additional 18 months following the termination of employment as if the employee had remained employed through the vesting date(s).

At the LLC Merger effective time, each Bridge LLC Unit Award that is outstanding and unvested as of immediately prior to the LLC Merger effective time will be converted into an Apollo RSA (rounded down to the nearest whole share of Apollo common stock), subject to generally the same terms and conditions as were applicable to such Bridge LLC Unit Award immediately prior to the LLC Merger effective time, equal to (i) the Class A exchange ratio multiplied by (ii) the number of units subject to such Bridge LLC Unit Award immediately prior to the LLC Merger effective time, with cash paid in lieu of fractional shares of Apollo common stock, if any (calculated by multiplying the amount of the fractional share interest by $162.4043). With respect to any recipient of an Apollo RSA whose employment is terminated without cause within the 12-month period following the Corporate Merger effective time, the unvested Apollo RSAs held by such employee issued in respect of the converted Bridge LLC Unit Awards will continue to vest in the ordinary course for an additional 18 months following the termination of employment as if the employee had remained employed through the vesting date(s).

For additional information on Bridge’s equity awards, see “The Mergers—Interests of Directors and Executive Officers of Bridge in the Mergers” beginning on page [●].

No Appraisal Rights

Bridge stockholders are not entitled to appraisal rights in connection with the mergers.

Appraisal rights are statutory rights that enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the transaction.

Holders of shares of Bridge common stock will not have rights to an appraisal of the fair value of their shares. Under the DGCL, appraisal rights are not available for the shares of any class or series if the shares of the class or series are listed on a national securities exchange or held of record by more than 2,000 holders on the record date, unless the stockholders are required to receive in exchange for their shares anything other than

 

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shares of stock of the surviving or resulting corporation, shares of stock or depository receipts in respect thereof of any other corporation that will be either listed on a national securities exchange or held of record by more than 2,000 holders at the effective time of the mergers, cash in lieu of fractional shares or fractional depositary receipts or any combination of the foregoing. Shares of Bridge Class A common stock are listed on the NYSE as of the Bridge record date, and Bridge stockholders will receive Apollo common stock pursuant to the merger agreement with cash in lieu of fractional shares, if any. Approval for the listing of the shares of Apollo common stock on the NYSE is a condition to completion of the mergers.

The above discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which may be publicly accessed without subscription or cost at https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated herein by reference.

NYSE Listing of Apollo Common Stock; Delisting and Deregistration of Bridge Class A Common Stock

Prior to the completion of the mergers, Apollo will use its reasonable best efforts to cause the shares of Apollo common stock to be issued in connection with the mergers to be approved for listing on the NYSE subject to official notice of issuance. The listing on the NYSE of the shares of Apollo common stock to be issued in connection with the mergers is also a condition to completion of the mergers.

Prior to the Corporate Merger effective time, Bridge will cooperate with Apollo and use its reasonable best efforts to cause (i) the delisting of Bridge Class A common stock from the NYSE as promptly as practicable after the Corporate Merger effective time and (ii) the deregistration of Bridge Class A common stock pursuant to the Exchange Act as promptly as practicable after such delisting. If the Corporate Merger is completed, Bridge Class A common stock will be delisted from the NYSE and deregistered under the Exchange Act and will cease to be publicly traded.

Material U.S. Federal Income Tax Consequences of the Corporate Merger

The following is a general discussion of the material U.S. federal income tax consequences of the Corporate Merger to U.S. holders (as defined below) of Bridge common stock that exchange their Bridge common stock for Apollo common stock (with cash paid in lieu of fractional shares of Apollo common stock, if any). The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. holder. Bridge and Apollo have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the Corporate Merger to U.S. holders of Bridge common stock.

The following discussion applies only to U.S. holders that hold their Bridge common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address the tax consequences of owning or disposing of Apollo common stock received in the Corporate Merger and does not address any tax consequences arising under the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith). Further, this discussion does not purport to address all aspects of U.S. federal income taxation that might be relevant to U.S. holders in light of their particular circumstances (including estate, gift and Medicare contribution tax on net investment income) or to Bridge stockholders that are subject to special rules, such as:

 

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banks, insurance companies or other financial institutions;

 

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partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

 

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•

tax-exempt and governmental organizations;

 

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brokers, dealers or traders in securities;

 

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persons holding Bridge common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

 

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persons that purchased their shares of Bridge common stock or sell their Apollo common stock as part of a wash sale;

 

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certain expatriates, long-term residents of the United States or persons that have a functional currency other than the U.S. dollar;

 

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persons who actually or constructively hold (or actually or constructively held at any time during the five-year period ending on the date of the Corporate Merger) 5% or more of the shares of Bridge common stock;

 

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persons that are not U.S. holders;

 

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holders that own any Apollo stock; and

 

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persons who acquired their shares of Bridge common stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified retirement plan.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Bridge common stock that is for U.S. federal income tax purposes:

 

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an individual who is a citizen or resident of the United States;

 

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a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;

 

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a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes; or

 

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an estate, the income of which is subject to U.S. federal income tax regardless of its source.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Bridge common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Any entity treated as a partnership for U.S. federal income tax purposes that holds Bridge common stock and any partners in such partnership should consult their own independent tax advisors regarding the tax consequences of the Corporate Merger to their specific circumstances.

THE TAX CONSEQUENCES OF THE CORPORATE MERGER TO A BRIDGE STOCKHOLDER MAY BE COMPLEX AND WILL DEPEND ON SUCH HOLDER’S SPECIFIC SITUATION AND FACTORS NOT WITHIN BRIDGE OR APOLLO’S CONTROL. ALL BRIDGE STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE CORPORATE MERGER TO THEM IN THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY ALTERNATIVE MINIMUM TAX AND ANY U.S. FEDERAL, U.S. STATE OR LOCAL, NON-U.S. OR OTHER TAX LAWS AND OF POTENTIAL CHANGES IN SUCH LAWS.

Intended Tax Treatment of the Corporate Merger

Bridge and Apollo intend for the Corporate Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. However, it is not a condition to Bridge’s obligation or Apollo’s obligation to complete the mergers that the Corporate Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. Moreover, neither Bridge nor Apollo intend to request any ruling from the IRS regarding any matters relating to the Corporate Merger, and, consequently,

 

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there can be no assurance that the IRS will not challenge the treatment of the Corporate Merger described above or that a court would not sustain such a challenge. If the Corporate Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, holders of Bridge common stock could be required to fully recognize gain with respect to the exchange, pursuant to the Corporate Merger, of Bridge common stock for shares of Apollo common stock, as discussed below under “—Tax Consequences if the Corporate Merger Does Not Qualify as a ‘Reorganization’ Described in Section 368(a) of the Code.”

Tax Consequences if the Corporate Merger Qualifies as a “Reorganization” Described in Section 368(a) of the Code

Assuming that the Corporate Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the material U.S. federal income tax consequences of the Corporate Merger to U.S. holders will be as follows:

A U.S. holder generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Bridge common stock for Apollo common stock pursuant to the Corporate Merger, except with respect to any cash received in lieu of fractional shares of Apollo common stock (as discussed below). The aggregate tax basis of the shares of Apollo common stock received by a U.S. holder of Bridge common stock in the Corporate Merger (including fractional shares deemed received and sold as described below) will equal the aggregate adjusted tax basis of such U.S. holder’s Bridge common stock exchanged for such Apollo common stock. The holding period of the Apollo common stock received in exchange for Bridge common stock will include the holding period of the Bridge common stock exchanged for such Apollo common stock.

If a U.S. holder acquired different blocks of Bridge common stock at different times or at different prices, such U.S. holder’s basis and holding period in its shares of Bridge common stock may be determined separately with reference to each block of Bridge common stock. Any such U.S. holder should consult its tax advisor regarding the tax basis and holding periods of the particular Apollo common stock received pursuant to the Corporate Merger.

No fractional shares of Apollo common stock will be distributed to a U.S. holder of shares of Bridge common stock in connection with the Corporate Merger. A U.S. holder that receives cash in lieu of fractional shares of Apollo common stock as a part of the merger will generally recognize capital gain or loss measured by the difference between the cash received in lieu of fractional shares and the portion of the U.S. holder’s tax basis in the shares of Bridge common stock allocable to the cash received. Such capital gain or loss will generally be long-term capital gain or loss if the holding period for the Bridge common stock allocable to such cash received is more than one year at the Corporate Merger effective time. Long term capital gain of certain non-corporate taxpayers, including individuals, is generally taxed at preferential rates. The deductibility of capital losses is subject to limitations. U.S. holders that acquired different blocks of Bridge common stock at different times or different prices should consult their tax advisor regarding the manner in which gain or loss should be determined in their specific circumstances.

U.S. Federal Income Tax Consequences if the Corporate Merger Does Not Qualify as a “Reorganization” Described in Section 368(a) of the Code

If the Corporate Merger does not qualify as a “reorganization” described in Section 368(a) of the Code for U.S. federal income tax purposes, then a U.S. holder who exchanges all of its shares of Bridge common stock for Apollo common stock generally will recognize gain or loss as a result of the Corporate Merger equal to the difference, if any, between (i) the fair market value of Apollo common stock (including any fractional share of Apollo common stock deemed received and redeemed for cash, as discussed above) received by such U.S. holder pursuant to the Corporate Merger and (ii) such U.S. holder’s adjusted tax basis in the Bridge common stock surrendered pursuant to the Corporate Merger. Gain or loss must be calculated separately for each block of Bridge common stock exchanged by such U.S. holder if such blocks were acquired at different times or for

 

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different prices. Any gain or loss so recognized will be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of Bridge common stock exceeds one year at the Corporate Merger effective time. A U.S. holder’s aggregate tax basis in the Apollo common stock received in the Corporate Merger will equal the fair market value of such shares of Apollo common stock as of the Corporate Merger effective time, and the holding period of such Apollo common stock will begin on the date after the Corporate Merger.

Information Reporting and Backup Withholding

U.S. holders may be subject to information reporting and backup withholding on any cash payments received in the Corporate Merger. A U.S. holder generally will not be subject to backup withholding, however, if such U.S. holder (1) timely furnishes its correct taxpayer identification number and certifies that such U.S. holder is not subject to backup withholding on IRS Form W-9 or successor form; or (2) provides proof that such U.S. holder is otherwise exempt from backup withholding. Any amounts withheld under the backup withholding rules are not an additional tax and will generally be allowed as a refund or credit against a U.S. holder’s U.S. federal income tax liability, if any; provided, that such U.S. holder timely furnishes the required information to the IRS.

THIS DISCUSSION OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED, AS TAX ADVICE. U.S. HOLDERS OF BRIDGE COMMON STOCK ARE URGED TO CONSULT THEIR INDEPENDENT TAX ADVISORS WITH RESPECT TO THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES, OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Restrictions on Sales of Shares of Apollo Common Stock Received in the Mergers

All shares of Apollo common stock received by Bridge stockholders in the mergers will be freely tradable for purposes of the Securities Act and the Exchange Act except for shares of Apollo common stock received by (i) any Bridge stockholder who becomes an “affiliate” of Apollo after completion of the mergers, if any and (ii) certain Bridge stockholders who have signed a lock-up and release agreement with Apollo pursuant to which, among other things, such stockholders have agreed not to transfer a portion of the shares of Apollo common stock received as merger consideration pursuant to the merger agreement (such shares, the “Locked Up Shares”) for a period of three or four years, as applicable, following the closing of the mergers, subject to the release of a portion of the Locked Up Shares on each anniversary of the closing of the mergers, and subject to certain customary transfer exceptions. This proxy statement/prospectus does not cover resales of shares of Apollo common stock received by any person upon completion of the mergers (including, without limitation, such shares of Apollo common stock that are expected to be issued to Bridge stockholders that entered into voting agreements), and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale.

Certain Contracts between Apollo and Bridge

Tax Receivable Agreement Amendment

As a condition to Apollo’s entry into the merger agreement, Bridge, Bridge LLC and the TRA Members entered into the Second A&R Tax Receivable Agreement with Apollo, which will become effective immediately prior to the effective time of the mergers and provides, among other things, that: (i) the TRA Members will forego the acceleration of certain payments that would otherwise have been payable to the TRA Members by Bridge as a result of the transactions, (ii) following the consummation of the mergers, the utilization of the tax attributes covered by the Second A&R Tax Receivable Agreement and corresponding payments to which the TRA Members are entitled will be made by reference to Apollo’s consolidated group tax liability; and (iii) no accelerated payments will be due in connection with any future change of control of Apollo or any material breach by Apollo of the Second A&R Tax Receivable Agreement.

 

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Voting Agreements

Apollo, Bridge and Bridge LLC are parties to voting agreements entered into concurrently with the execution of the merger agreement with the Voting Agreement Stockholders, pursuant to which and on the terms and subject to the conditions thereof, among other things, each Voting Agreement Stockholder has agreed to vote (or cause to be voted) all of the Bridge Class A common stock, Bridge Class B common stock and Bridge LLC Class A common units of which they are the sole or shared record and/or beneficial owner (the “covered shares”), among other things, in favor of the merger proposal and the adjournment proposal.

For more information, see “The Voting Agreements” beginning on page [●].

Certain affiliates of Apollo and Bridge are also party to certain commercial arrangements with one another, which are not material, individually or in the aggregate to either company.

 

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

This section of this proxy statement/prospectus describes the material provisions of the merger agreement, but does not describe all of the terms of the merger agreement and may not contain all of the information about the merger agreement that is important to you. The following summary is qualified by reference to the complete text of the merger agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference into this proxy statement/prospectus. The rights and obligations of Apollo, Bridge, Bridge LLC and Merger Subs, are governed by the express terms and conditions of the merger agreement and not by this summary or any of the other information contained in this proxy statement/prospectus. You are urged to read the full text of the merger agreement because it is the legal document that governs the mergers.

The merger agreement contains representations, warranties and covenants by each of the parties to the merger agreement, which were made only for purposes of the merger agreement, as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Apollo, Merger Subs, Bridge or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants contained in the merger agreement or any other agreement between such parties may change after the date of each such agreement, which subsequent information may or may not be fully reflected in Apollo’s or Bridge’s public disclosures or the public disclosures of any of their respective subsidiaries or affiliates. Each such agreement should not be read alone, but should instead be read in conjunction with the other information regarding the respective agreement, the mergers, Apollo, Bridge and their respective affiliates and businesses, which is contained in, or incorporated by reference into, this proxy statement/prospectus (including the annexes hereto), as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings that each of Apollo and Bridge has made or will make with the SEC. See “Where You Can Find More Information” beginning on page [●].

Structure of the Mergers

The merger agreement provides, upon the terms and subject to the conditions set forth therein, (i) in accordance with the DGCL, that Merger Sub Inc. will merge with and into Bridge, with Bridge continuing as the surviving corporation and a wholly owned subsidiary of Apollo and (ii) in accordance with the DLLCA, that Merger Sub LLC will merge with and into Bridge LLC, with Bridge LLC continuing as the surviving limited liability company and a wholly owned subsidiary of Apollo (directly and through Bridge). As used in this proxy statement/prospectus, the surviving corporation means Bridge following the Corporate Merger and the surviving limited liability company means Bridge LLC following the LLC Merger.

Surviving Corporation

At the Corporate Merger effective time, by virtue of the Corporate Merger, the certificate of incorporation of Bridge in effect immediately prior to the Corporate Merger effective time will be amended and restated in its entirety as set forth in Exhibit C to the merger agreement, and as so amended and restated, will be the certificate of incorporation of the surviving corporation. At the Corporate Merger effective time, the bylaws of Bridge will be amended and restated in its entirety as set forth in the bylaws of Merger Sub Inc., as in effect immediately prior to the Corporate Merger effective time, except that all references therein to Merger Sub Inc. will be automatically amended and will become references to Bridge, and as so amended and restated, will be the bylaws

 

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of the surviving corporation. The directors of Merger Sub Inc. immediately prior to the Corporate Merger effective time will be the initial directors of the surviving corporation, and the officers of Merger Sub Inc. immediately prior to the Corporate Merger effective time (unless otherwise determined by Apollo in its sole discretion) will be the initial officers of the surviving corporation, in each case, to hold office in accordance with the DGCL and the certificate of incorporation and the by-laws of the surviving corporation until their respective successors are duly elected or appointed and qualified in accordance with the DGCL and the certificate of incorporation and the by-laws of the surviving corporation or until their earlier death, resignation or removal. As used in this proxy statement/prospectus, the “Corporate Merger effective time” means the time at which the certificate of merger with respect to the Corporate Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Apollo and Bridge may agree and specify in such certificate of merger.

Surviving LLC

At the LLC Merger effective time, by virtue of the LLC Merger, the certificate of formation of Bridge LLC in effect immediately prior to the LLC Merger effective time will be the certificate of formation of the surviving limited liability company. At the LLC Merger effective time, the limited liability company agreement of Bridge LLC will be amended and restated in its entirety as set forth in Exhibit D to the merger agreement, and as so amended and restated, will be the limited liability company agreement of the surviving limited liability company. The officers of Bridge LLC immediately prior to the LLC Merger effective time (unless otherwise determined by Apollo in its sole discretion) will be the officers of the surviving limited liability company, in each case until their respective successors are duly elected and qualified in accordance with the operating agreement of the surviving limited liability company or until their earlier death, resignation or removal. As used in this proxy statement/prospectus, the “LLC Merger effective time” means the time at which the certificate of merger with respect to the LLC Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Apollo and Bridge LLC may agree and specify in such certificate of merger.

Timing of Closing

Unless another place and time is agreed to by Apollo and Bridge, the closing of the mergers will occur on the second business day following the day on which the last of the conditions (other than those conditions that by their terms are to be fulfilled at the closing, but subject to the satisfaction or waiver of such conditions) set forth in the merger agreement has been satisfied or waived (or, if such date is within five business days prior to the first business day of the following month, then the first business day of the following month), but no earlier than the inside date without the prior written consent of Apollo and no later than the end date (as defined below under the heading “—Termination of the Merger Agreement”).

Merger Consideration

Conversion of Shares of Bridge Common Stock

At the Corporate Merger effective time:

 

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each share of Bridge Class A common stock that is issued and outstanding immediately prior to the Corporate Merger effective time (other than cancelled shares and certain shares of Bridge Class A common stock subject to Bridge equity awards that will be treated in the manner described below under the heading “—Treatment of Outstanding Bridge Stock Awards and Unvested Bridge LLC Class A Common Units”) will be cancelled and automatically converted into the right to receive the applicable merger consideration, consisting of 0.07081 validly issued, fully paid and non-assessable shares of Apollo common stock;

 

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each share of Bridge Class B common stock that is issued and outstanding immediately prior to the Corporate Merger effective time (other than cancelled shares) will be cancelled and automatically converted into the right to receive the applicable merger consideration, consisting of 0.00006 (subject

 

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to any adjustments that may be needed to ensure that the value of the consideration payable with respect to such share of Bridge Class B common stock does not exceed $0.01) validly issued, fully paid and non-assessable shares of Apollo common stock; and

 

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any cash to be paid in lieu of any fractional share of Apollo common stock as described under the heading “—Treatment of Fractional Shares.”

The exchange ratios for the Corporate Merger are fixed and will not be adjusted to reflect changes in the stock price of either company prior to the closing of the Corporate Merger. The exchange ratios will, however, be equitably adjusted to provide the same economic effect as contemplated by the merger agreement in the event of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution thereon, with respect to outstanding shares of capital stock of either Apollo or Bridge with a record date between the date of the merger agreement and the completion of the Corporate Merger.

Shares of Bridge common stock owned by Apollo or either Merger Sub or any of their respective direct or indirect wholly owned subsidiaries, or held in treasury of Bridge, will be cancelled by virtue of the Corporate Merger without payment of any consideration, as described below under the heading “—Cancelled Shares.”

Conversion of Bridge LLC Class A common units and cancellation of Bridge LLC Class B common units

At the LLC Merger effective time:

 

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each Bridge LLC Class A common unit that is issued and outstanding immediately prior to the LLC Merger effective time (other than cancelled shares and certain Bridge LLC Class A common units subject to Bridge equity awards that will be treated in the manner described below under the heading “—Treatment of Outstanding Bridge Stock Awards and Unvested Bridge LLC Class A Common Units”) will be converted into the right to receive the applicable merger consideration, consisting of 0.07081 validly issued, fully paid and non-assessable shares of Apollo common stock;

 

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any cash to be paid in lieu of any fractional share of Apollo common stock as described under the heading “—Treatment of Fractional Shares,” and

 

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each Bridge LLC Class B common unit that is issued and outstanding immediately prior to the LLC Merger effective time will be cancelled and retired without any conversion thereof and will cease to exist and no payment will be made in respect thereof.

The exchange ratio for the LLC Merger is fixed and will not be adjusted to reflect changes in the stock price of either company prior to the closing of the LLC Merger. The exchange ratio for the LLC Merger will, however, be equitably adjusted to provide the same economic effect as contemplated by the merger agreement in the event of any reclassification, recapitalization or combination, exchange or readjustment of units (including any Bridge LLC Class A common units that are exchanged into shares of Bridge Class A common stock), or any unit dividend or unit distribution thereon, with respect to outstanding shares of capital stock of either Apollo or Bridge LLC with a record date between the date of the merger agreement and the completion of the LLC Merger.

Bridge LLC common units (which refers collectively to Bridge LLC Class A common units and Bridge LLC Class B common units) owned by Apollo or either Merger Sub or any of their respective direct or indirect wholly owned subsidiaries, or held in treasury of Bridge LLC, will be cancelled by virtue of the LLC Merger without payment of any consideration, as described below under the heading “—Cancelled Shares.”

Cancelled Shares

At the Corporate Merger effective time, all shares of Bridge common stock that are owned directly by Apollo, either Merger Sub, or any of their respective direct or indirect wholly owned subsidiaries, or held in

 

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treasury of Bridge as of immediately prior to the Corporate Merger effective time, will be cancelled and retired without any conversion thereof and will cease to exist and no Apollo common stock, cash or other consideration will be delivered in exchange therefor.

At the LLC Merger effective time, all Bridge LLC common units that are owned directly by Apollo, either Merger Sub, or any of their respective direct or indirect wholly owned subsidiaries, or held in treasury of Bridge LLC immediately prior to the LLC Merger effective time, will be cancelled and retired without any conversion thereof and will cease to exist and no Apollo common stock, cash or other consideration will be delivered in exchange therefor.

All such shares and units referred to in the foregoing two paragraphs are referred to as “cancelled shares” in this proxy statement/prospectus.

Excluded Units

At the LLC Merger effective time, all Bridge LLC Class A common units that are owned directly by Bridge will be unaffected by the LLC Merger and will remain outstanding as Class A common units of the surviving limited liability company held by Bridge. All such units are referred to as “excluded units” in this proxy statement/prospectus.

Treatment of Fractional Shares

No fractional shares of Apollo common stock will be issued to Bridge stockholders in connection with the mergers. Each holder of Bridge common stock and each holder of Bridge LLC Class A common units that otherwise would have been entitled to receive a fractional share of Apollo common stock immediately prior to the effective time of the mergers will have the right to receive an amount in cash (without interest and rounded down to the nearest cent) in lieu of such fractional share. When calculating the amount of such cash payment, the merger consideration to be issued to the holders of Bridge common stock and Bridge LLC Class A common units will be aggregated on a per holder basis, and shall equal the fractional share interest such holder is entitled to multiplied by $162.4043.

Exchange of Bridge Stock Certificates and Book-Entry Shares

Prior to the effective time of the mergers, Apollo will appoint Bridge’s transfer agent or another nationally recognized financial institution (whose identity and terms of appointment will be reasonably acceptable to Bridge) as the exchange agent for the purpose of exchanging certificates and book-entry shares representing shares of Bridge common stock and Bridge LLC Class A common units with shares of Apollo common stock. Promptly after the effective time of the mergers (and no later than two (2) business days following such effective time), Apollo will send, or will cause the exchange agent to send, to each holder of record of Bridge common stock and Bridge LLC Class A common units converted into the right to receive the merger consideration, a letter of transmittal for use in the exchange and instructions explaining how to surrender Bridge shares and Bridge LLC Class A common units to the exchange agent.

Holders of Bridge common stock and Bridge LLC Class A common units who surrender certificates or book-entry shares that formerly represented outstanding shares of Bridge common stock or Bridge LLC Class A common units (as applicable) to the exchange agent, together with a properly completed letter of transmittal, will be entitled to receive (i) the applicable merger consideration and (ii) a check in the amount equal to any cash payable in lieu of fractional shares which such holder has the right to receive pursuant to the terms of the merger agreement. Exchange of any book-entry shares of Bridge common stock or Bridge LLC Class A common units will be effected in accordance with Apollo’s customary procedures with respect to securities represented by book entry. Until so surrendered, certificates and book-entry shares will, after the effective time of the mergers, represent for all purposes only the right to receive the applicable merger consideration. No interest will be paid or

 

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will accrue for the benefit of holders of the certificates or book-entry shares that formerly represented outstanding shares of Bridge common stock or Bridge LLC Class A common units on the applicable merger consideration payable pursuant to the merger agreement or any cash in lieu of fractional shares to such holders of certificates or book-entry shares that formerly represented outstanding shares of Bridge common stock or Bridge LLC Class A common units, as applicable.

Withholding

Each of Apollo, Merger Sub Inc., Merger Sub LLC, the surviving corporation, the surviving limited liability company, their respective subsidiaries and the exchange agent will be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to the merger agreement such amounts as it is required to deduct or withhold (or cause to be deducted or withheld) with respect to the making of such payment under any provision of federal, state, local or foreign tax law (and to the extent any deduction or withholding is required, such deduction and withholding may be taken in Apollo common stock). To the extent that amounts are so deducted or withheld by Apollo, Merger Sub Inc., Merger Sub LLC, the surviving corporation, the surviving LLC, their respective subsidiaries or the exchange agent and paid over to the applicable governmental body, agency, authority or entity in accordance with applicable law, such deducted or withheld amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made and, if withholding is taken in Apollo common stock, the relevant withholding party will be treated as having sold such Apollo common stock on behalf of such person for an amount of cash equal to the fair market value thereof at the time of such deemed sale and paid such cash proceeds to the appropriate taxing authority.

Lost Certificates

If a certificate representing shares of Bridge Class A common stock or Bridge Class B common stock has been lost, stolen or destroyed, (i) the applicable Bridge stockholder will, (A) deliver an affidavit of the fact that such certificate is lost, stolen or destroyed and, (B) if required by Apollo or the surviving corporation, post a bond, in such reasonable amount as the surviving corporation may direct, as indemnity against any claim that may be made against it with respect to such certificate, and (ii) thereafter, the exchange agent will, if such holder has otherwise delivered a properly completed and duly executed letter of transmittal, issue in exchange for such lost, stolen or destroyed certificate the Corporate Merger consideration to be paid in respect of the shares of Bridge common stock represented by such certificate, as of immediately prior to the Corporate Merger effective time.

Treatment of Outstanding Bridge Stock Awards and Unvested Bridge LLC Class A Common Units

At the Corporate Merger effective time, each Bridge RSU, that is outstanding and unvested as of immediately prior to the Corporate Merger effective time will be converted into an Apollo RSU (rounded down to the nearest whole share of Apollo common stock), subject to generally the same terms and conditions as were applicable to such Bridge RSU immediately prior to the Corporate Merger effective time, equal to (i) the Class A exchange ratio multiplied by (ii) the number of shares of Bridge Class A common stock subject to such Bridge RSU immediately prior to the effective time of the Corporate Merger. With respect to any recipient of an Apollo RSU whose employment is terminated without cause within the 12-month period following the Corporate Merger effective time, the unvested Apollo RSUs held by such employee issued in respect of the converted Bridge RSUs will continue to vest in the ordinary course for an additional 18 months following the termination of employment as if the employee had remained employed through the vesting date(s).

At the Corporate Merger effective time, each Bridge RSA that is outstanding and unvested as of immediately prior to the Corporate Merger effective time will be converted into an Apollo RSA (rounded down to the nearest whole share of Apollo common stock), subject to generally the same terms and conditions as were applicable to such Bridge RSA immediately prior to the Corporate Merger effective time, equal to (i) the Class A

 

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exchange ratio multiplied by (ii) the number of shares of Bridge Class A common stock subject to such Bridge RSA immediately prior to the Corporate Merger effective time, with cash paid in lieu of fractional shares of Apollo common stock, if any (calculated by multiplying the amount of the fractional share interest by $162.4043); provided, that outstanding and unvested Bridge RSAs that are held by non-employee directors of Bridge will become fully vested as of immediately prior to the Corporate Merger effective time and will be converted into the right to receive the Corporate Merger consideration. With respect to any recipient of an Apollo RSA whose employment is terminated without cause within the 12-month period following the Corporate Merger effective time, the unvested Apollo RSAs held by such employee issued in respect of the converted Bridge RSAs will continue to vest in the ordinary course for an additional 18 months following the termination of employment as if the employee had remained employed through the vesting date(s).

At the LLC Merger effective time, each Bridge LLC Unit Award that is outstanding and unvested as of immediately prior to the LLC Merger effective time will be converted into an Apollo RSA (rounded down to the nearest whole share of Apollo common stock), subject to generally the same terms and conditions as were applicable to such Bridge LLC Unit Award immediately prior to the LLC Merger effective time, equal to (i) the Class A exchange ratio multiplied by (ii) the number of units subject to such Bridge LLC Unit Award immediately prior to the LLC Merger effective time, with cash paid in lieu of fractional shares of Apollo common stock, if any (calculated by multiplying the amount of the fractional share interest by $162.4043). With respect to any recipient of an Apollo RSA whose employment is terminated without cause within the 12-month period following the Corporate Merger effective time, the unvested Apollo RSAs held by such employee issued in respect of the converted Bridge LLC Unit Awards will continue to vest in the ordinary course for an additional 18 months following the termination of employment as if the employee had remained employed through the vesting date(s).

For additional information on Bridge’s equity awards, see “The Mergers—Interests of Directors and Executive Officers of Bridge in the Mergers” beginning on page [●].

Covenants and Agreements

Conduct of Business

Each of Apollo and Bridge has agreed to certain covenants in the merger agreement restricting the conduct of its respective business between February 23, 2025 and the earlier of the completion of the mergers and the termination of the merger agreement.

Interim Operations of Bridge

The merger agreement provides that until the earlier of the effective time of the mergers or the termination of the merger agreement, except (i) as required by applicable law, (ii) as expressly contemplated by the merger agreement, (iii) with the prior written consent of Apollo (not to be unreasonably withheld, conditioned or delayed) or (iv) certain agreed upon exceptions, Bridge will, and will cause each other acquired company to, (A) conduct its operations in the ordinary course of business, (B) use reasonable best efforts to maintain and preserve the acquired companies’ present business, relationships (including with clients, suppliers and other persons), business organizations and assets (including goodwill) and (C) use reasonable best efforts to keep available the services of the key employees of the acquired companies.

In addition, Bridge has agreed that during this period, except (i) as required by applicable law, (ii) as expressly contemplated by the merger agreement, (iii) with the prior written consent of Apollo (not to be unreasonably withheld, conditioned or delayed; provided, that with respect to requests for hiring and firing certain employees, if Apollo does not reply to requests for consent within four (4) business days, Apollo’s consent shall be deemed to have been given) or (iv) certain other agreed upon exceptions, Bridge will not, and

 

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will cause the acquired companies not to, from the date of the merger agreement until the earlier of the effective time of the mergers or the termination of the merger agreement:

 

•

adopt any amendments to the certificate of incorporation, bylaws, operating agreements or other organizational documents of any acquired company or any fund;

 

•

issue, sell, split, combine, subdivide, reclassify or grant options or rights to purchase or receive, pledge, or authorize or propose the issuance, sale, combination, subdivision, reclassification or grant of options or rights to purchase or pledge, any Bridge capital stock or any Bridge LLC common units or any other equity of any other acquired company, other than (x) shares of Bridge common stock issuable upon exchange of Bridge LLC Class A common units in accordance with the limited liability company agreement of Bridge LLC or in connection with the vesting and/or settlement of Bridge stock awards outstanding as of the date of the merger agreement in accordance with the terms of the Bridge stock plan and award agreement thereunder or (y) in connection with the vesting and/or conversion of any equity instruments with respect to any other acquired company as required by the provisions of the governing agreements of such acquired company;

 

•

subject to certain exceptions, make, declare, set aside or pay any dividend or other distributions, other than tax distributions required to be made by Bridge LLC pursuant to the limited liability company agreement of Bridge LLC and which are consistent with past practice (reduced by Bridge’s estimated obligations (including estimated U.S. federal, state and local income taxes and obligations under the Existing Tax Receivable Agreement));

 

•

except in the ordinary course of business, (A) enter into (including renewals or extensions of any Bridge material contract), modify, terminate (excluding any expiration or renewal in accordance with its terms) or waive compliance with any Bridge material contract or (B) enter into or modify any real estate loan guaranty;

 

•

sell, assign, transfer, convey, lease, license, pledge, abandon, allow to lapse or fall into the public domain or otherwise dispose of any material assets or properties (whether tangible or intangible), except (A) with respect to tangible assets, in the ordinary course of business, (B) tangible assets or properties that are no longer used in the business of the acquired companies or otherwise obsolete, or (C) non-exclusive licenses of Bridge intellectual property granted in the ordinary course of business;

 

•

acquire any interest in real property or materially amend or waive or voluntarily terminate any real property lease that constitutes a Bridge material contract, or enter into, extend (other than extensions pursuant to existing renewal options) or fail to exercise any renewal option under any real property lease that constitutes a Bridge material contract;

 

•

except (x) as required by applicable law or the terms of the merger agreement, or (y) as expressly required by the terms of a Bridge benefit plan in existence as of the date of the merger agreement: (A) grant any retention, change in control, severance, or similar compensation or benefits in respect of, or accelerate the vesting or payment of any compensation or benefit for, any former or current Bridge director, officer, employee or independent contractor (each a “Bridge service provider”), (B) establish, adopt, enter into or amend any collective bargaining agreement, (C) adopt, amend or terminate or increase the coverage of benefits available under any material Bridge benefit plan (or other compensation or benefit plan, program, agreement or arrangement that would be a material Bridge benefit plan if in effect on the date of the merger agreement), (D) increase the compensation or benefits payable to any Bridge service provider, (E) hire or promote any person with an annual base salary in excess of $225,000, other than (x) a replacement employee in accordance with the hiring plan provided to Apollo prior to the date of the merger agreement or (y) to replace an employee who departs following the date of the merger agreement; provided, that with respect to clause (y), any such replacement shall be for the same position and shall not provide for compensation or benefits that exceed the compensation of benefits previously provided to the applicable departing employee, (F) terminate the employment or service of any employee with an annual base salary in excess of

 

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$225,000, other than for “cause,” (G) grant any, or amend the terms of any, outstanding Bridge stock award, profits interest award or carried interest award or (H) forgive any loans to any Bridge service provider;

 

•

acquire the assets, business or properties, including equity instruments, of another person, other than (x) assets acquired in the ordinary course of business, and (y) with respect to any Bridge service providers or their immediate family, equity instruments in a subsidiary in accordance with the terms and provisions of the governing agreements of the applicable acquired companies;

 

•

other than the Corporate Merger and the LLC Merger, merge, combine or consolidate any acquired company with any person or adopt a plan, agreement or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any acquired company;

 

•

make any material capital contributions, material loans or material advances of money to any person other than for (A) transactions among the acquired companies, (B) required under any fund documentation in connection with such fund’s sponsor commitment, (C) advances to directors, officers or employees of the acquired companies for expenses or (D) extensions of credit to customers and clients, in each case, incurred in the ordinary course of business;

 

•

(A) make, change or rescind any income or other material tax election, (B) change any material accounting or tax reporting, periods, methods, principles or policies, (C) file any amended income tax return or any other amended tax return if such amendment to such other tax return would reasonably be expected to result in a material tax liability, (D) settle or compromise any material tax liability or claim relating to a material amount of taxes, (E) enter into any material closing agreement relating to any tax, (F) agree to an extension of a statute of limitations in respect of any material taxes (other than in the ordinary course of business or an automatically granted extension to file tax returns) or (G) surrender any right to claim a material tax refund, offset or other reduction in tax liability;

 

•

(A) launch any new fund or other new investment product, (B) voluntarily wind up, terminate or dissolve any fund other than in the ordinary course of business or (C) voluntarily terminate any investment advisory contract in respect of any fund;

 

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enter into any new line of business or abandon or discontinue any existing line of business;

 

•

change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP (or any interpretation thereof) or SEC rule, applicable law or policy;

 

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incur, assume, issue or guarantee any indebtedness for borrowed money, except (A) in the ordinary course of business and in an aggregate principal amount outstanding at any time not to exceed $10,000,000, (B) any indebtedness for borrowed money between or among Bridge and its wholly owned subsidiaries, (C) guarantees or credit support provided by Bridge or any of its subsidiaries, in each case, as in effect on the date of the merger agreement for indebtedness of Bridge or any of its subsidiaries, to the extent such indebtedness is in existence on the date of the merger agreement, (D) short term borrowings under the Credit Agreement in the ordinary course of business that are repaid prior to the closing, (E) borrowings under the Credit Agreement in the ordinary course of business in an aggregate principal amount outstanding at any time not to exceed $20,000,000, and (F) refinancings, replacements or amendments (such refinancings, replacements and/or amendments, “Refinancing Indebtedness”) on market standard terms (as determined by Bridge and Apollo acting reasonably) of certain indebtedness; provided, that (i) the principal amount of any Refinancing Indebtedness will not exceed the outstanding principal amount of the indebtedness so refinanced, replaced or amended and (ii) no Refinancing Indebtedness or indebtedness incurred under clause (A) above will contain (x) any change of control or similar provision that could result in a default, event of default or mandatory prepayment event or could give rights (including termination rights) to the other party or parties thereto in connection with the consummation of the transactions contemplated

 

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by the merger agreement, (y) any penalty, premium, make-whole, fee or other amount payable as a result of, or in connection with, the prepayment, repayment or redemption of such Refinancing Indebtedness or the transactions contemplated by the merger agreement or (z) any other provision that could interfere with the consummation of the transactions contemplated by the merger agreement; provided, further, that the foregoing restriction will not restrict the incurrence, assumption, issuance or guarantee of any indebtedness to the extent such actions are taken by any fund (or at any portfolio investment or other subsidiary of any fund) and do not involve any incurrence, assumption, issuance or guarantee of indebtedness for borrowed money by any acquired company (other than the approval of such action by such fund by its general partner);

 

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commence, settle, release or forgive any proceeding (including any proceeding involving any fund, but excluding any ordinary course proceedings involving any portfolio investments or subsidiaries of any fund) that (A) requires aggregate payments in excess of $1,000,000, (B) requires any payments after the closing, (C) does not include a complete release of claims, (D) includes an admission of wrongdoing with respect to the acquired companies or their affiliates, (E) is with any governmental authority or (F) results in the imposition of any restrictions upon any acquired company or any fund’s business (other than customary confidentiality obligations), in each case other than any proceeding related to transaction litigation;

 

•

except as required pursuant to the terms of any contract to which an acquired company is party as of the date of the merger agreement, (A) accelerate (or reduce) or take any action that would accelerate (or reduce) the payment or receipt of any management fees or other amounts payable by a client to any acquired company, excluding any reduction as a result of the direct or indirect disposition of any investments in the ordinary course by any client, (B) settle, waive, forgive any amount owed to Bridge, except in the ordinary course of business, or (C) grant any material refunds, credits, rebates, allowances to customers;

 

•

enter into any agreement that (i) limits, curtails or restricts the kinds of businesses or activities which may be undertaken by any acquired company or (ii) would, in accordance with its terms, bind or impose obligations on Apollo or any of its affiliates or any vehicle managed, sponsored or controlled by any of the foregoing (other than any acquired company) following the closing, in each case, other than (x) customary confidentiality agreements or (y) to the extent that any such limitations, restrictions or obligations only bind or impose obligations on a portfolio investment and not on any acquired company;

 

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with respect to the acquired companies, commit to, authorize or enter into any agreement in respect of, any capital expenditure (or series of commitments to make such capital expenditures), other than (x) capital expenditures in an amount not to exceed $50,000 per month in the aggregate and (y) as required under any fund documentation with respect to the Bridge funds in connection with such fund’s sponsor commitment;

 

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enter into any new line of insurance business or discontinue any line of insurance business in Bridge Investment Group Risk Management, Inc.; or

 

•

enter into any agreement, or otherwise become obligated, to do (or provide authorization for) any action prohibited under any of the foregoing restrictions.

Interim Operations of Apollo

The merger agreement provides that until the earlier of the effective time of the mergers or the termination of the merger agreement, except (i) as required by applicable law, (ii) as expressly contemplated by the merger agreement or (iii) with the prior written consent of Bridge (not to be unreasonably withheld, conditioned or delayed), each of Apollo and each Merger Sub will not:

 

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amend Apollo’s or either Merger Sub’s certificate of incorporation, bylaws or operating agreements in a manner (A) that would be disproportionate and materially adverse to the rights of the holders of

 

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Bridge common stock and Bridge LLC Class A units (after giving effect to the mergers and who have the right to receive the Corporate Merger consideration and LLC Merger consideration) relative to the other holders of Apollo common stock or (B) would prevent, materially delay or materially impair the ability of Apollo and the Merger Subs to perform their obligations under the merger agreement or to consummate the transactions;

 

•

other than the Corporate Merger and the LLC Merger, adopt a plan of voluntary complete or partial liquidation or dissolution with respect to the Merger Subs; or

 

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enter into any agreement, or otherwise become committed, to do (or provide authorization for) any action prohibited under any of the foregoing restrictions.

Bridge Stockholder Meeting

The merger agreement requires that Bridge, in consultation with Apollo, (x) establish a record date for and give notice of a meeting of its stockholders, which record date will be prior to the effectiveness of the Registration Statement, for the purpose of voting upon the adoption of the merger agreement (including any adjournment or postponement thereof, the “Bridge stockholder meeting”), (y) commence a broker search (and any additional broker searches, if necessary) pursuant to Section 14a-13 of the Exchange Act and (z) as promptly as reasonably practicable (and within five (5) business days) after the Registration Statement is declared effective, file this proxy statement/prospectus in definitive form with the SEC and mail to the holders of Bridge common stock as of the record date for notice established under the foregoing clause (x) (such date, the “Proxy Date”).

Bridge will duly call, convene and hold the Bridge stockholder meeting as promptly as reasonably practicable after the Proxy Date. Bridge may postpone, recess or adjourn the Bridge stockholder meeting: (i) with the consent of Apollo; (ii) for the absence of a quorum (in which case Bridge will use its reasonable best efforts to obtain such quorum as promptly as practicable); or (iii) if, after consultation with Apollo, Bridge believes in good faith that such postponement, recess or adjournment is reasonably necessary to (A) solicit additional proxies for the purpose of obtaining the requisite Bridge stockholder approval, or (B) allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the special committee or the Bridge Board, acting upon direction from the special committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable laws or fiduciary duty and for such supplemental or amended disclosure to be disseminated to and reviewed by Bridge stockholders prior to the Bridge stockholder meeting.

Without the written consent of Apollo, the Bridge stockholder meeting will not be (I) postponed more than a total of three (3) times, (II) held on a date later than the earlier of (x) twenty (20) business days after the date for which the Bridge stockholder meeting was originally scheduled prior to such postponement or adjournment (excluding in certain scenarios any postponements or adjournments required by applicable law or fiduciary duty) and (y) three (3) business days before the end date or (III) postponed if such doing so would require the setting of a new record date.

If the Bridge stockholder meeting is postponed, Bridge shall convene or reconvene, as applicable, the Bridge stockholder meeting at the earliest practicable date on which the Bridge Board reasonably expects to have sufficient affirmative votes to obtain the requisite Bridge stockholder approval. Unless the special committee or the Bridge Board, acting upon direction from the special committee, shall have effected an adverse recommendation change in accordance with the applicable provisions of the merger agreement, Bridge will use its reasonable best efforts to solicit proxies in favor of the adoption of the merger agreement.

Notwithstanding anything to the contrary contained in the merger agreement, Bridge will not be required to hold the Bridge stockholder meeting if the merger agreement is terminated in accordance with the termination provisions of the merger agreement.

 

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Without the prior written consent of Apollo or as otherwise required by applicable law, the matters contemplated by the merger agreement will be the only matters (other than matters of procedure and matters required by applicable law to be voted on by Bridge stockholders in connections therewith) that Bridge will propose to be voted on by Bridge stockholders at the Bridge stockholder meeting and, except as may be required by applicable law or governmental order, Bridge will not hold or convene any meeting of stockholders prior to the Bridge stockholder meeting.

Bridge will provide reasonable updates to Apollo with respect to the proxy solicitation for the Bridge stockholder meeting (including interim results) as reasonably requested by Apollo.

No Solicitation

Bridge has agreed that it will not, and will (x) cause its subsidiaries and their respective directors and officers and employees not to, and (y) use its reasonable best efforts to cause its and its subsidiaries other representatives not to:

 

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solicit, initiate, seek or knowingly encourage or knowingly facilitate any acquisition proposal or any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an acquisition proposal;

 

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enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information relating to the acquired companies to, knowingly cooperate in any way with, or afford access to the books or records or officers of the acquired companies to any third party, in each case, with respect to an acquisition proposal; provided, that notwithstanding the foregoing, Bridge is permitted to (A) grant a waiver of any “standstill” or similar agreement or obligation of any third party with respect to the acquired companies solely to the extent necessary to allow such third party to submit an acquisition proposal on a confidential basis in accordance with the merger agreement, (B) notify such third party that the applicable no-solicitation provisions in the merger agreement prohibit any such discussions or negotiations or (C) seek to clarify and understand the terms and conditions of any inquiry, proposal or offer made by any third party solely to determine whether such inquiry, proposal or offer constitutes or could reasonably be expected to lead to a superior proposal;

 

•

approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement with respect to any acquisition proposal other than an acceptable confidentiality agreement in accordance with the merger agreement (an “alternative acquisition agreement”); or

 

•

resolve, agree, authorize or commit to do any of the foregoing.

An “acquisition proposal” is, other than the transactions or any other proposal or offer from Apollo or any of its subsidiaries, any proposal or offer from a third party relating to:

 

•

any acquisition or purchase, in a single transaction or series of related transactions, of (A) the assets of the acquired companies (1) constituting twenty percent (20%) or more of the consolidated assets of the acquired companies or (2) to which twenty percent (20%) or more of the acquired companies’ revenues or earnings on a consolidated basis are attributable, or (B) twenty percent (20%) or more of the combined voting power of Bridge;

 

•

any tender offer or exchange offer that if consummated would result in any person or group acquiring beneficial ownership of twenty percent (20%) or more of the combined voting power of Bridge;

 

•

any merger, consolidation, business combination, recapitalization, liquidation, dissolution, share exchange or other similar transaction involving Bridge or any of its subsidiaries in which a third party or its equityholders, if consummated, would acquire twenty percent (20%) or more of the combined voting power of Bridge or the surviving entity or the resulting direct or indirect parent of Bridge or such surviving entity; or

 

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•

any combination of the foregoing types of transactions if as a result of a series of related transactions the aggregate percentage of the consolidated assets, consolidated revenues or earnings acquired by such third party is twenty percent (20%) or more of the consolidated assets, revenues or earnings of the acquired companies.

A “superior proposal” is any acquisition proposal made by a third party that, if consummated, would result in such third party acquiring, directly or indirectly:

 

•

50% or more of the combined voting power of Bridge;

 

•

50% or more of the outstanding shares of the Bridge capital stock; or

 

•

the assets of Bridge and its subsidiaries (1) constituting 75% or more of the consolidated assets of Bridge and its subsidiaries, taken as a whole, or (2) to which 75% or more of Bridge’s and its subsidiaries’, taken as a whole, revenues or earnings on a consolidated basis are attributable, which the special committee determines in good faith, after consultation with a financial advisor of nationally recognized reputation and its outside legal advisors, taking into account all financial, legal, regulatory, timing, closing conditionality and other terms and conditions of such proposal and the merger agreement (including any changes to the terms of the merger agreement proposed and committed to in writing by Apollo in response to such acquisition proposal or otherwise) and all other factors deemed relevant by the special committee, and that such superior proposal would result in a transaction that is more favorable to Bridge and the holders of Bridge Class A common stock (other than directors, officers, Apollo, the Merger Subs, holders of Bridge LLC Class A common units and their respective affiliates and any immediate family members, affiliates or associates of the foregoing) than the transactions contemplated by the merger agreement.

Notwithstanding anything to the contrary in the merger agreement, if, solely during the period prior to adoption of the merger agreement by the requisite Bridge stockholder approval, (i) Bridge or any of its subsidiaries has received a bona fide written acquisition proposal from a third party which did not result from a material breach of the applicable no-solicitation provisions of the merger agreement and (ii) the special committee (or the Bridge Board, acting upon the direction of the special committee) determines in good faith, after consultation with its financial and outside legal advisors, that such acquisition proposal constitutes, or could reasonably be expected to lead to, a superior proposal (the “SC determination”), then Bridge and its representatives may:

 

•

enter into an acceptable confidentiality agreement with such third party and/or its affiliates and representatives and furnish non-public information, and afford access to the books or records or officers of the acquired companies, to such third party and its affiliates and representatives, and

 

•

engage in discussions and negotiations with such third party and its affiliates and representatives with respect to the acquisition proposal;

provided, that any non-public information concerning the acquired companies made available to any third party shall, to the extent not previously made available to Apollo, be made available to Apollo substantially concurrently with it being made available to such third party.

Notwithstanding anything to the contrary set forth in the merger agreement, Bridge, its subsidiaries and its representatives may, in any event (without the special committee having to make the SC determination), in response to a bona fide written acquisition proposal from a third party which did not result from a material breach of the applicable no-solicitation provisions of the merger agreement, contact such third party solely to (i) determine whether such person intends to provide any documents (or additional documents) containing the terms and conditions of such acquisition proposal, or (ii) seek to clarify and understand the terms and conditions of any acquisition proposal made by such third party solely to determine whether such acquisition proposal constitutes, or is reasonably expected to lead to, a superior proposal.

 

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Nothing contained in the merger agreement prohibits Bridge, the Bridge Board or the special committee, directly or indirectly through its representatives, from:

 

•

taking and disclosing to Bridge stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act (or any similar communication to Bridge stockholders) or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, that any such disclosure does not otherwise constitute a change in the Bridge Board recommendation; or

 

•

making any other communication to Bridge stockholders if the special committee has determined in good faith, after consultation with its financial and outside legal advisors, that the failure to do so would be inconsistent with the directors’ fiduciary duties under applicable law;

provided, however, that in no event shall Bridge, the Bridge Board, the special committee or their respective representatives make any change in the Bridge Board recommendation other than in accordance with the applicable no-solicitation provisions of the merger agreement.

From and after the date of the merger agreement until the effective time of the mergers or the date, if any, on which the merger agreement is terminated in accordance with its terms:

 

•

Bridge will provide Apollo with written notice of the material terms and conditions of such acquisition proposal, request or inquiry and the identity of the party making such acquisition proposal, request or inquiry within twenty-four (24) hours after receipt of any acquisition proposal or any request for information or inquiry that could reasonably be expected to lead to an acquisition proposal, and

 

•

Bridge will provide Apollo with written notice setting forth such information as is necessary to keep Apollo reasonably informed of any material oral or written communications regarding, and the status and material details (including amendments or proposed amendments) of any such acquisition proposal, request or inquiry, and unredacted copies of all writings or media, containing any terms or conditions of any acquisition proposal or alternative acquisitions agreements as promptly as reasonably practicable (and in any event, within forty-eight (48) hours after receipt of the foregoing).

Bridge Board Recommendation

Bridge has agreed that the Bridge Board will recommend the adoption of the merger agreement to Bridge stockholders and to include such recommendation (the “Bridge Board recommendation”) in this proxy statement/prospectus. The merger agreement provides that, subject to the exceptions described below, neither the Bridge Board nor the special committee will: (i) withhold, withdraw, modify, or propose publicly to withhold, withdraw or modify, in a manner adverse to Apollo, the approval of Bridge Board recommendation; (ii) fail to include the Bridge Board recommendation in the proxy statement, (iii) approve, declare advisable or recommend, or publicly propose to approve, declare advisable or recommend, any acquisition proposal made or received after the date of the merger agreement; (iv) subject to the other terms of the merger agreement, if an acquisition proposal has been structured as or a tender offer or exchange offer that constitutes an acquisition proposal for any outstanding shares of Bridge capital stock is commenced, fail to publicly reaffirm the Bridge Board recommendation and recommend against acceptance of such acquisition proposal, tender offer or exchange offer by its stockholders within ten (10) business days after commencement (any of the actions described in clauses (i) through (iv) a “change in the Bridge Board recommendation”); or (v) cause or permit Bridge to enter into any alternative acquisition agreement. Notwithstanding the foregoing restrictions, prior to obtaining the requisite Bridge stockholder approval, the special committee (or the Bridge Board acting upon the direction of the special committee) is permitted to (i) cause Bridge to, and Bridge will be permitted to, terminate the merger agreement to concurrently enter into a definitive alternative acquisition agreement and/or (ii) make or change the Bridge Board recommendation in response to a superior proposal or intervening event as discussed below.

The special committee (or the Bridge Board, acting upon the direction of the special committee) is permitted, in response to a superior proposal received after the date of the merger agreement and not resulting

 

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from a breach of the no-solicitation provisions or certain other deal-protection provisions of the merger agreement, to effect a change in the Bridge Board recommendation (including a withdrawal or modification, in a manner adverse to Apollo, of the Bridge Board recommendation) or to cause Bridge to terminate the merger agreement in accordance with its terms to enter into a definitive agreement providing for a superior proposal, if:

 

•

Bridge has provided at least four (4) business days’ (as it may be extended or continued, the “adverse recommendation change notice period”) advance, written notice (a “notice of adverse recommendation change”) to Apollo that Bridge intends to (it being understood that the delivery of a notice of adverse recommendation change and any amendment or update thereto, the determination to so deliver such notice, amendment or update and the special committee’s making of any non-public recommendation to the Bridge Board with respect thereto will not, by itself, constitute the making of a change in the Bridge Board recommendation) make a change in the Bridge Board recommendation or terminate the merger agreement due to the receipt of a superior proposal (which notice will also include written notice of the material terms of the superior proposal and a copy of the most current version of the written agreement relating to such superior proposal which enabled the special committee (or the Bridge Board, acting upon the direction of the special committee) to make the determination that the acquisition proposal is a superior proposal);

 

•

during the adverse recommendation change notice period, following the time of Apollo’s receipt of the notice of adverse recommendation change, Bridge has been, and has caused its representatives to have been, reasonably available to negotiate with Apollo and its representatives in good faith (to the extent Apollo desires to negotiate) (i) to make such adjustments in the terms and conditions of the merger agreement and the transactions so that such superior proposal ceases to constitute a superior proposal or (ii) (in the case of any change in the Bridge Board recommendation that is not related to a superior proposal) as would permit the special committee (or the Bridge Board, acting upon the direction of the special committee), consistent with its fiduciary duties under applicable law, to not make a change in the Bridge Board recommendation; and

 

•

following the end of the adverse recommendation change notice period described in the preceding clause, the special committee (or the Bridge Board, acting upon the direction of the special committee) determined in good faith, after consultation with its financial and outside legal advisors, taking into account any changes to the merger agreement and the transactions offered in a written offer by Apollo in response to the notice of adverse recommendation change or otherwise, that the superior proposal giving rise to the notice of adverse recommendation change continues to constitute a superior proposal or, as applicable, in the case of any change in the Bridge Board recommendation that is not related to a superior proposal, that the failure to make such change in the Bridge Board recommendation would be inconsistent with its fiduciary duties under applicable law (and any amendment or modification of such superior proposal will require a new notice of adverse recommendation change with a new adverse recommendation change notice period of four (4) business days).

The special committee (or the Bridge Board, acting upon the direction of the special committee) is permitted, in response to an intervening event (as defined below) occurring after the date of the merger agreement, to effect a change in the Bridge Board recommendation (including a withdrawal or modification, in a manner adverse to Apollo, of the Bridge Board recommendation) or to cause Bridge to terminate the merger agreement in accordance with its terms, if:

 

•

an intervening event has occurred;

 

•

the special committee (or the Bridge Board, acting upon the direction of the special committee) has determined in good faith, after consultation with its financial and outside legal advisors, that the failure to effect an adverse recommendation change in the Bridge Board recommendation would be inconsistent with its fiduciary duties under applicable law;

 

•

Bridge has provided, at least four (4) business days’ written notice (a “notice of intervening event”) to Apollo that Bridge intends to take such action (it being understood that the delivery of a notice of

 

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intervening event and any amendment or update thereto and the determination to so deliver such notice, amendment or update will not, by itself, constitute the making of a change in the Bridge Board recommendation), which notice includes reasonably detailed information describing the intervening event;

 

•

during the adverse recommendation change notice period following the time of Apollo’s receipt of the notice of intervening event, Bridge was, and caused its representatives to have been, reasonably available to negotiate with Apollo and its representatives in good faith to make such adjustments in the terms and conditions of the merger agreement and the transactions in response to such intervening event; and

 

•

following the end of such adverse recommendation change notice period, the special committee (or the Bridge Board, acting upon the direction of the special committee) determined in good faith, after consultation with its financial and outside legal advisors, taking into account any changes to the merger agreement and the transactions offered in writing by Apollo in response to the notice of intervening event, that the failure to make such change in the Bridge Board recommendation would be inconsistent with its fiduciary duties under applicable law.

An “intervening event” means any effect (other than an acquisition proposal) that is unknown to the Bridge Board or the special committee as of the date of the merger agreement, or if known, the material consequences of which were not known by or reasonably foreseeable to, the Bridge Board or the special committee as of the date of the merger agreement. However, the following effects will not constitute an intervening event:

 

•

the receipt, existence or terms of an acquisition proposal or any matter relating thereto or consequence thereof; or

 

•

any change, in and of itself, in the price or trading volume of the Bridge capital stock or any other securities of Bridge or any change in credit rating of Bridge or the fact, in and of itself, that Bridge meets or exceeds internal or published estimates, projections, forecasts or predictions for any period (provided, that the underlying causes of such changes in this clause may constitute or be taken into account in determining whether there has been an intervening event).

Governmental Approvals Covenant

Apollo and Bridge have agreed to use their reasonable best efforts to:

 

•

take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable laws, including antitrust laws, or otherwise to consummate and make effective the transactions as promptly as practicable;

 

•

obtain from governmental authorities all governmental permits required to be obtained by the parties, or any of their respective subsidiaries or affiliates, and avoid any proceeding by any governmental authority (including in connection with antitrust laws), in connection with the authorization, execution and delivery of the merger agreement and the consummation of the transactions; and

 

•

(A) make all necessary filings, and thereafter make any other submissions, with respect to the merger agreement required or advisable under the HSR Act, (B) file, or cause to be filed with the Utah Insurance Department (the “Utah Department”), a “Form A” application for approval of acquisition of control of Bridge Investment Group Risk Management Inc. by Apollo, together with all required exhibits, information, affidavits, and certificates (the “Form A Filing”); and (C) make all necessary filings, and thereafter make any other submissions, with respect to the merger agreement required or advisable under any other applicable law.

On April 4, 2025 Apollo and Bridge filed their respective requisite notifications and report forms under the HSR Act. The HSR waiting period commenced on April 4, 2025.

 

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Apollo filed the Form A Filing with the Utah Insurance Department with respect to the acquisition of control of Bridge Investment Group Risk Management, Inc., a Utah domiciled captive insurer, on March 28, 2025.

Apollo has agreed to take certain remedy actions (described below) in order to obtain the requisite governmental approvals and to prevent delays, enjoinments, restrains or other prohibitions regarding the consummation of the transactions:

 

•

the sale, transfer, divestiture, license or other disposition of any assets, businesses, commercial relationships or interests of the acquired companies;

 

•

conduct of business restrictions, or limitations on freedom of action, with respect to any assets, businesses, commercial relationships or interests of the acquired companies;

 

•

the amendment of any business venture or other arrangement of the acquired companies; and

 

•

any other remedy, condition, commitment or undertaking of any kind with respect to any assets, businesses, commercial relationships or interests of the acquired companies.

However, Apollo will not be required to (and without the prior written consent of Apollo, no acquired company will):

 

•

take any remedy action that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations or financial condition of the acquired companies, taken as a whole; or

 

•

divest any portfolio investment or portfolio investment of any account, fund or other investment vehicle sponsored or managed by them or take any other action with respect to such portfolio investments, in each case to the extent such action would be a breach of fiduciary duties to its clients with respect to investment activities.

In addition, no member of the Apollo Group (other than the acquired companies) will be required to take any action of the type described above as remedy actions (but replacing referenced to the acquired companies with the Apollo Group). The “Apollo Group” means Apollo and its direct and indirect affiliates, and the funds, accounts, clients or entities that are advised, controlled or managed by Apollo or its affiliates and any portfolio investment of such persons.

Apollo and Bridge each agree to, and to cause their respective affiliates to use reasonable best efforts to (A) obtain all governmental permits that are necessary, proper or advisable under any applicable laws, including antitrust laws, to consummate the transactions and (B) defend any proceeding challenging the transactions, including seeking to have vacated, lifted, reversed or overturned any governmental order (whether temporary, preliminary or permanent) that is in effect and that could delay, restrict, prevent or prohibit consummation of the transactions (but neither Apollo nor Bridge will commence (including any appeals) any proceeding with respect thereto without the other party’s consent).

With respect to information requests in connection with any governmental approvals, consents, notifications or filings, neither Apollo nor Bridge is required to provide information regarding any individual beneficial owner of such party, of a Bridge fund or an Apollo fund to the other parties.

Further, Apollo is not required to provide any information regarding persons other than Apollo and its subsidiaries unless such information is readily available to Apollo and is not confidential personal information of a natural person (or family or trust of a natural person) (provided that Apollo will send a request to such natural person or such natural person’s family or trust for such information).

Apollo and Bridge will, and will cause their respective affiliates to, consult and cooperate with each other and consider in good faith the views of the other parties in connection with any filing, analysis, appearance,

 

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presentation, memorandum, brief, argument, opinion or proposal made or submitted to any governmental authority in connection with the transactions. In addition, unless prohibited by any governmental authority or by applicable law, in connection with any such proceeding, Apollo and Bridge will each permit representatives of the other party to be present at each meeting or conference relating to obtaining governmental permits or any such proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any governmental authority in connection with obtaining governmental permits or any such proceeding.

Indemnification and Insurance of Bridge Directors and Officers

Apollo has agreed:

 

•

to cause the acquired companies to maintain for a period of not less than six (6) years following the effective time of the mergers the provisions in their respective organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) any individual who is entitled to exculpation, indemnification and advancement of expenses thereunder (the “D&O indemnified persons”) at any time prior to the Closing that are no less favorable to those persons than the organizational documents of the acquired companies as of the date of the merger agreement (and that was made available to Apollo prior to the date of the merger agreement);

 

•

to not amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of the D&O indemnified persons thereunder, in each case, except as required by applicable law;

 

•

that from and after the effective time of the mergers, Bridge as the surviving corporation and Bridge LLC as the surviving limited liability company will indemnify and hold harmless (and advance funds in respect of each of the foregoing or any related expenses) each D&O indemnified person against any costs or expenses (including reasonable and documented attorney’s fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director, manager or officer of any acquired company and arising out of or pertaining to matters existing or occurring at or prior to the effective time of the mergers, whether asserted or claimed prior to, at or after the effective time of the mergers, to the fullest extent permitted by the organizational documents of the acquired companies, as applicable, in effect as of the date of the merger agreement (and made available to Apollo prior to the date of the merger agreement) and subject to applicable law; and

 

•

that in the event that Apollo, the surviving corporation or the surviving limited liability company or any of their respective successors or assigns consolidates with or merges into any other person and will not be the continuing or surviving corporation or entity of such consolidation or merger, consummates any division transaction or conversion or consummates a transfer or conveyance of properties and assets to any person, in each case, which would reasonably be expected to render the surviving corporation or the surviving limited liability company to be unable to fulfill the foregoing obligations under “Indemnification and Insurance of Bridge Directors and Officers,” then, and in each case, proper provision will be made so that the successors and assigns of Apollo, the surviving corporation and/or the surviving limited liability company, as the case may be, will succeed to the indemnification obligations set forth above.

Prior to the effective time of the mergers, Bridge will obtain a prepaid, non-cancelable six (6)-year “tail” policy (containing terms not less favorable than the terms of such current insurance coverage) and cause coverage to be extended under the current directors’ and officers’ liability insurance policies and fiduciary liability insurance policies (including errors and omissions policies) (collectively, the “D&O insurance”) with respect to matters existing or occurring at or prior to the effective time of the mergers. The total cost of the “tail” policy is subject to an agreed cap related to the average aggregate annual premium paid by the acquired

 

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companies since 2021 for their D&O insurance policies and fiduciary liability insurance policies (including errors and omissions policies) (the “premium cap”). If the amount of such “tail” policy exceeds the premium cap, Bridge will obtain a policy with the greatest coverage available for a cost not exceeding the premium cap. If any threatened, pending or completed proceeding is asserted or made against persons who are currently covered by the acquired companies’ directors’ and officers’ liability insurance policies and fiduciary liability insurance policies (including errors and omissions policies) on or prior to the sixth (6th) year anniversary of the effective time of the mergers, any insurance required to be maintained will be continued in respect of such claim until the final disposition thereof.

Prior to the closing, Bridge will reasonably cooperate with Apollo with respect to the foregoing insurance requirements.

Certain Employee Benefits Matters

For a period of one year following the effective time of the mergers, Apollo will continue to provide to each individual who is employed by Bridge and its subsidiaries as of the effective time of the mergers who remains employed with Apollo or any of its subsidiaries (each a “continuing employee”), for so long as such continuing employee remains employed by Apollo or any of its subsidiaries with: (i) a base salary or wage rate, as applicable, no less favorable than the base salary or wage rate, as applicable, that was provided to such continuing employee immediately prior to the effective time of the mergers; (ii) target cash incentive compensation opportunities that are substantially comparable to those provided to such continuing employee immediately prior to the effective time of the mergers, including, for 2025, mid- and end-of-year cash bonus payments as in effect prior to the effective time of the mergers at target levels; provided, however, that with respect to compensation opportunities relating to fiscal year 2026 and thereafter, such cash incentive compensation payable for 2026 may be settled pursuant to Apollo’s customary incentive compensation program (which includes cash and Apollo restricted stock units), (iii) health and welfare benefits (excluding any equity-based compensation, nonqualified deferred compensation, defined benefit pension, post-employment or retiree health or welfare, change in control, severance or retention benefits (the “excluded benefits”)) that are substantially comparable in the aggregate to those provided to such continuing employee immediately prior to the effective time of the mergers; (iv) severance benefits upon a termination by Apollo or any of its subsidiaries without cause equal to (x) one month of base salary or wage rate, as applicable, for each year of service the continuing employee had with Bridge or Apollo (with a minimum of three months and a maximum of 12 months) (the “severance period”), (y) continued coverage under the Consolidated Omnibus Budget Reconciliation Act during the severance period and (z) three months of outplacement services; and (v) tax-qualified defined contribution retirement benefits that are at least substantially comparable to those provided to Apollo’s other similarly situated employees.

With respect to benefit plans maintained by Apollo or any of its subsidiaries, including the surviving corporation, (including any vacation and paid time-off but excluding the excluded benefits), for all purposes, including determining eligibility to participate, level of benefits (but not for benefit accruals or participation eligibility under any defined benefit pension plan or plan providing post-retirement medical or other similar benefits) and vesting, each continuing employee’s service with any acquired company, as reflected in Bridge’s records, shall be treated as service with Apollo or any of its subsidiaries, including the surviving corporation, but solely to the extent that service was credited to such continuing employee for such purposes under a comparable Bridge benefit plan immediately prior to the closing date; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits.

Apollo will use reasonable best efforts to, or shall cause its subsidiaries (including the surviving corporation) to use reasonable best efforts to, waive, or cause to be waived, any pre-existing condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Apollo or any of its subsidiaries in which continuing employees (and their eligible dependents) will be eligible to participate from and after the effective time of the mergers, except to the

 

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extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Bridge benefit plans immediately prior to the effective time of the mergers. Apollo will, or will cause its subsidiaries, including the surviving corporation, to use reasonable best efforts to recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each continuing employee (and his or her eligible dependents) during the calendar year in which the effective time of the mergers occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which such continuing employees (and dependents) will be eligible to participate from and after the effective time of the mergers.

If requested by Apollo in writing delivered to the Bridge not less than ten business days prior to the effective time of the mergers, Bridge will, or will cause any of the acquired companies to, (i) take any actions necessary to terminate Bridge’s 401(k) plans, with such termination to be effective as of the day prior to the effective time of the mergers and contingent upon the occurrence of the effective time of the mergers and (ii) no later than two days prior to the effective time of the mergers, provide Apollo with evidence that Bridge’s 401(k) plans have been terminated pursuant to resolutions of the board of directors of Bridge (effective as of the day immediately preceding the effective time of the mergers), the form and substance of which shall be subject to reasonable review and comment by Apollo.

For additional information on certain other compensation-related matters covered in the merger agreement that affect Bridge’s directors and executive officers, please see the section entitled “The Mergers—Interests of Directors and Executive Officers of Bridge in the Mergers” beginning on page [•].

Other Covenants

The merger agreement contains certain other covenants and agreements, including covenants relating to, among other matters:

 

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Bridge cooperating with Apollo and using reasonable best efforts to cause the shares of Bridge’s securities to be de-listed from the NYSE and de-registered under the Exchange Act as promptly as practicable following the effective time of the mergers in compliance with applicable law;

 

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Apollo using reasonable best efforts to cause the shares of Apollo common stock to be issued in the mergers to be approved for listing on the NYSE, subject to official notice of issuance, prior to the effective time of the mergers;

 

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Apollo causing Merger Subs to comply with their obligations under the merger agreement and to not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by the merger agreement;

 

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cooperation between Apollo and Bridge regarding additional filings with governmental entities required or advisable under any applicable law;

 

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cooperation between Bridge and Apollo in the preparation of this proxy statement/prospectus;

 

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cooperation and utilizing reasonable best efforts to obtain consents of Bridge clients (i) under the Investment Advisers Act, (ii) to the transactions and (iii) for certain fund amendments requested by Apollo;

 

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confidentiality and access by each party to certain information about the other party during the period before the effective time of the mergers;

 

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(i) not knowingly taking or failing to take (or knowingly permitting any subsidiaries to take or fail to take) any action that would prevent or impede, or could reasonably be expected to prevent or impede, the Corporate Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, (ii) using (and causing subsidiaries to use) reasonable best efforts to cause the Corporate Merger to so qualify and (iii) agreeing to report (and to cause subsidiaries to report) the Corporate

 

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