Apollo Global Management LLC : Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) December 9, 2019

Apollo Global Management, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35107	20-8880053
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
	9 West 57th Street, 43rd Floor
	New York, New York 10019
	(Address of principal executive offices) (Zip Code)
	[phone]
	(Registrant's Telephone Number, Including Area Code)
	(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading		Name of each exchange
	Symbol(s)		on which registered
Class A Common Stock		APO		New York Stock Exchange
6.375% Series A Preferred Stock		APO.PR A		New York Stock Exchange
6.375% Series B Preferred Stock		APO.PR B		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On December 9, 2019, Apollo Global Management, Inc. ("AGM", and together with its consolidated subsidiaries, "Apollo") issued a press release announcing that its indirect subsidiary, Apollo Management Holdings, L.P. (the "Issuer"), intends to offer Fixed-Rate Resettable Subordinated Notes (the "Notes"), subject to market and other conditions. The Notes will be fully and unconditionally guaranteed by Apollo's indirect subsidiaries, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, Apollo Principal Holdings XII, L.P. and AMH Holdings (Cayman), L.P. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The Notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act").

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Apollo is also disclosing under Item 7.01 of this Current Report on Form 8-K the information attached to this report as Exhibit 99.2, which information is incorporated by reference herein. This information, which has not been previously reported, was provided on December 9, 2019, to potential investors.

The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is deemed "furnished" and not "filed" under Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. When used in this Current Report on Form 8-K, the words "believe," "anticipate," "estimate," "expect," "intend" or future or conditional verbs, such as "will," "should," "could," or "may," and variations of such words or similar expressions are intended to identify forward-looking statements. Although management believes that the expectations

reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions. We believe these risks, uncertainties and assumptions include but are not limited to those described under the section entitled "Risk Factors" in AGM's annual report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 1, 2019 and quarterly report on Form 10-Q filed with the SEC on August 6, 2019, as such factors may be updated from time to time in AGM's periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. This Current Report on Form 8-K or the offering of the Notes do not constitute an offer of Apollo or any Apollo fund.

Item 9.01 Financial Statements and Exhibits.

1. Exhibits

Exhibit

No. Description

1. Press release of Apollo Global Management, Inc. dated December 9, 2019
2. Disclosure provided to potential investors

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	APOLLO GLOBAL MANAGEMENT, INC.
Date: December 9, 2019	By: /s/ John J. Suydam
		John J. Suydam
		Chief Legal Officer

Exhibit 99.1

Apollo to Offer Fixed-Rate Resettable Subordinated Notes

December 9, 2019 - NEW YORK - Apollo Global Management, Inc. (NYSE: APO) ("AGM", and together with its consolidated subsidiaries, "Apollo") today announced that its indirect subsidiary, Apollo Management Holdings, L.P. (the "Issuer"), intends to offer fixed-rate resettable subordinated notes (the "notes"), subject to market and other conditions. The notes will be fully and unconditionally guaranteed by Apollo's indirect subsidiaries, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, Apollo Principal Holdings XII, L.P. and AMH Holdings (Cayman), L.P.

Apollo intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include without limitation, to partially finance the purchase of $350 million of Athene Holding Ltd.'s Class A common shares to the extent such transaction is consummated.

The notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act").

The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This news release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Apollo

Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, San Diego, Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong

Kong, Shanghai and Tokyo. Apollo had assets under management of approximately $323 billion as of September 30, 2019 in credit, private equity and real assets funds invested across a core group of nine industries where Apollo has considerable knowledge and resources.

Forward Looking Statements

This press release may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, discussions related to Apollo's expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. When used in this press release, the words "believe," "anticipate," "estimate," "expect," "intend" or future or conditional verbs, such as "will," "should," "could," or "may," and variations of such words or similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks relating to our dependence on certain key personnel, our ability to raise new private equity, credit or real asset funds, market conditions, generally, our ability to manage our growth, fund performance, changes in our regulatory environment and tax status, the variability of our revenues, net income and cash flow, our use of leverage to finance our businesses and investments by our funds and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled "Risk Factors" in AGM's annual report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 1, 2019 and quarterly report on Form 10-Q filed with the SEC on August 6, 2019, as such factors may be updated from time to time in AGM's periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We undertake no obligation to publicly update or review any forward- looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. This press release does not constitute an offer of Apollo or any Apollo fund.

Contact Information

Apollo Global Management

For investors please contact:

Gary M. Stein

Head of Corporate Communications

Apollo Global Management, Inc.

1. [e-mail]

Ann Dai

Investor Relations Manager

Apollo Global Management, Inc.

1. [e-mail]

For media inquiries please contact:

Charles Zehren

Rubenstein Associates, Inc. for Apollo Global Management, Inc.

1. [e-mail]

Exhibit 99.2

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2019 for the Apollo Operating Group on a historical basis and as adjusted to give effect to this offering and the use of proceeds therefrom and without giving effect to the consummation of the strategic transaction with AHL (see "Summary-Strategic Transaction with Athene Holding Ltd."). You should read this table in conjunction with the section titled "Unaudited Reconciliation of Financial Data" included in this offering memorandum, and with the financial statements and the related notes and reconciliations incorporated by reference in this offering memorandum.

							As of September 30, 2019
							Actual		As Adjusted
							(dollars in millions)
		4.000% Senior Notes Due 2024				$	497.0			$	497.0
		4.400% Senior Notes due 2026					496.6				496.6
		4.872% Senior Notes due 2029					674.7				674.7
		4.77% Series A Senior Secured Guaranteed Notes due 2039				315.9				315.9
		5.000% Senior Notes due 2048					296.5				296.5
		Notes offered hereby(1)					-
		Revolving Facility(2)					-				-
		2014 AMI Term Facilities					31.6				31.6
		2016 AMI Term Facility					36.2				36.2
		Series A Preferred Stock					264.4				264.4
		Series B Preferred Stock					289.8				289.8
		Retained earnings (accumulated deficit)				1,129.0				1,129.0
		Accumulated other comprehensive loss				(6.9)				(6,9)
		Non-controlling interests in consolidated entities				6.0				6.0
		Non-controlling interests in Apollo Operating Group				811.8				811.8
		Total capitalization				$4,842.6			$
(1) As adjusted reflects gross proceeds of $	million, net of original issue discount of approximately $	million. The discount will be
amortized into interest expense over the term of the notes, resulting in the accretion of $	million to par value of $			million.

1. As of September 30, 2019, we had no outstanding borrowings under the revolving facility.