UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On August 23, 2023, Apollo Asset Management, Inc. (the “Company” or “AAM”) entered into an indenture (the “Indenture”), dated as of August 23, 2023, among (i) Apollo Global Management, Inc. (the “Issuer”), (ii) the other guarantors party thereto (together with the Company, the “Guarantors”), and (iii) U.S. Bank Trust Company, National Association, as trustee.
Pursuant to the Indenture, the Company and each other Guarantor thereto has agreed to fully and unconditionally, jointly and severally, guarantee the Issuer’s 7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053.
The foregoing is a summary of the Indenture and is qualified in its entirety by reference to the Indenture attached hereto as Exhibit 4.1, which is incorporated herein by reference as though it was fully set forth herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this Item 2.03 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item.
| Item 8.01 | Other Events |
On August 23, 2023, the Company issued notices of redemption to redeem (i) all outstanding shares of the Company’s Series A Preferred Stock, par value $0.00001 per share, with a liquidation preference of $25.00 per share (the “Series A Preferred Stock”) and (ii) all outstanding shares of the Company’s Series B Preferred Stock, par value $0.00001 per share, with a liquidation preference of $25.00 per share (the “Series B Preferred Stock, together with the Series A Preferred Stock, referred to herein as the “AAM Preferred Stock”), at a redemption price per share equal to $25.00 (collectively, the “AAM Preferred Stock Redemption”). The AAM Preferred Stock Redemption is in accordance with the terms of the Company’s Second Amended and Restated Certificate of Incorporation.
The AAM Preferred Stock will be redeemed on September 22, 2023 (the “Redemption Date”). The regular quarterly dividend for the AAM Preferred Stock for the full current quarterly dividend period from and including June 15, 2023 to, but excluding, September 15, 2023, will be paid separately in the customary manner on September 15, 2023, to holders of record on September 1, 2023. Thereafter, the holders of record will receive an amount equal to declared and unpaid dividends from September 15, 2023 to, but excluding, the Redemption Date.
Upon redemption, the AAM Preferred Stock will no longer be outstanding and all rights with respect to such stock will cease and terminate, except the right to payment of the redemption price. The information contained in this Current Report on Form 8-K does not constitute a notice of redemption with respect to the AAM Preferred Stock.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Indenture, dated as of August 23, 2023, among Apollo Global Management, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 ASSET MANAGEMENT, INC. | ||||||
| Date: August 23, 2023 | By: | /s/ Jessica L. Lomm | ||||
| Name: | Jessica L. Lomm | |||||
| Title: | Vice President and Secretary | |||||