Item 7.01 Regulation FD Disclosure.
In connection with the offering of the Notes (as defined below), Apollo Global
Management, Inc. (together with its consolidated subsidiaries, "Apollo") is
disclosing under Item 7.01 of this Current Report on Form 8-K the information
attached to this report as Exhibit 99.1, which information is incorporated by
reference herein. This information, which has not been previously reported, was
provided on June 2, 2020, to potential investors in the offering of the Notes.
The information in Item 7.01, including Exhibit 99.1, 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 of 1933, as amended (the "Securities
Act") or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01 Other Events.
On June 2, 2020, Apollo issued a press release announcing that its indirect
subsidiary, Apollo Management Holdings, L.P. (the "Issuer"), intends to offer
Senior 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 99.2 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.
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.
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,
including risks relating to our dependence on certain key personnel, our ability
to raise new credit, private equity, or real assets funds, the outbreak of the
novel coronavirus disease 2019 ("COVID-19"), the impact of energy market
dislocation, 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. Due to the COVID-19 pandemic, there has been uncertainty and disruption
in the global economy and financial markets. While we are unable to accurately
predict the full impact that COVID-19 will have on our results from operations,
financial condition, liquidity and cash flows due to numerous uncertainties,
including the duration and severity of the pandemic and containment measures,
our compliance with these measures has impacted our day-to-day operations and
could disrupt our business and operations, as well as that of the Apollo funds
and their portfolio companies, for an indefinite period of time. We believe
these factors include but are not limited to those described under the section
entitled "Risk Factors" in Apollo's annual report on Form 10-K filed with the
Securities and Exchange Commission (the "SEC") on February 21, 2020 and
quarterly report on Form 10-Q filed with the SEC on May 11, 2020, as such
factors may be updated from time to time in our 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
any Apollo fund.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Disclosure provided to potential investors
99.2 Press release of Apollo Global Management, Inc. dated June 2, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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