Item 7.01 Regulation FD Disclosure.
On March 12, 2020, Apollo Global Management, Inc. (the "Company" and, together
with its consolidated subsidiaries, "Apollo") announced that the executive
committee of the Company's board of directors approved a new share repurchase
authorization that allows the Company to repurchase up to $500 million of its
Class A common stock. This new authorization increases the Company's capacity to
repurchase shares from $80 million of unused capacity under the Company's
previously approved share repurchase plan. The share repurchase plan may be used
to repurchase outstanding Class A common stock of the Company ("Class A shares")
as well as to reduce Class A shares to be issued to employees to satisfy
associated tax obligations in connection with the settlement of equity-based
awards granted under the Company's 2019 Omnibus Equity Incentive Plan (and any
successor equity plan thereto). Class A shares may be repurchased from time to
time in open market transactions, in privately negotiated transactions, pursuant
to a trading plan adopted in accordance with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended, or otherwise, with the size and timing of
these repurchases depending on legal requirements, price, market and economic
conditions and other factors. The Company is not obligated under the terms of
the program to repurchase any of its Class A shares. The repurchase program has
no expiration date and may be suspended or terminated by the Company at any time
without prior notice. Class A shares repurchased as part of this program will be
canceled by the Company.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
The information being furnished in this Item 7.01 "Regulation FD Disclosure" of
Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that Section, nor
shall it be incorporated by reference into a filing under the Securities Act of
1933, as amended (the "Securities Act") or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
As previously disclosed, the Company, Athene Holding Ltd., a Bermuda exempted
company ("AHL"), and the entities that form the Apollo Operating Group (as
defined below) entered into a Transaction Agreement (the "Transaction
Agreement") on October 28, 2019 (the "Execution Date"), pursuant to which, among
other things, AHL issued, on February 28, 2020 (the "Closing Date"), 35,534,942
Class A common shares of AHL to certain subsidiaries of the Apollo Operating
Group in exchange for (i) issuance by the Apollo Operating Group of 29,154,519
non-voting equity interests of the Apollo Operating Group to AHL and (ii)
$350 million in cash.
The Company previously disclosed that the consummation of transactions
contemplated by the Transaction Agreement was expected to have a material impact
on the Company's GAAP financial statements resulting from the increase in
Apollo's investment in AHL and a discount on Apollo's investment due to a lack
of marketability related to the three-year lock-up of new and existing ownership
interests, which was expected to be approximately 10% of market value of
Apollo's investment. At the Closing Date, Apollo recorded a $1.2 billion
increase in its investment in AHL and a $300 million fair value loss, related to
the discounts for lack of marketability and the mark-to-market change in share
price from the Execution Date to the Closing Date. There was an additional
$61 million fair value loss recorded in equity related to the transaction
resulting from the mark-to-market change in share prices from the Execution Date
to the Closing Date.
"Apollo Operating Group" refers to (i) the limited partnerships and limited
liability companies through which Apollo currently operates its businesses and
(ii) one or more limited partnerships or limited liability companies formed for
the purpose of, among other activities, holding certain of Apollo's gains or
losses on its principal investments in the funds it manages.
The information in this Current Report on Form 8-K, including Exhibit 99.1,
contains 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" and 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 the Company's annual report on Form
10-K filed with the Securities and Exchange Commission (the "SEC") on
February 21, 2020, as such factors may be updated from time to time in the
Company'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. The Company undertakes 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 does not constitute
an offer of Apollo or any Apollo fund.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated March 12, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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