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): March 12, 2020

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)
	N/A
	(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 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-yearlock-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

1. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

99.1Press Release, dated March 12, 2020

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 GLOBAL MANAGEMENT, INC.
Date: March 12, 2020	By:	/s/ John J. Suydam
	Name:	John J. Suydam
	Title:	Chief Legal Officer

Exhibit 99.1

Apollo Global Management Announces New $500 Million Share Repurchase Authorization

NEW YORK, NY - March 12, 2020 - Apollo Global Management, Inc. (NYSE: APO) (the "Company," and together with its consolidated subsidiaries, "Apollo") today announced that the executive committee of its board of directors has 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, which is effective immediately, increases Apollo's capacity to repurchase shares from $80 million of unused capacity under the Company's previously approved plan.

Additional Details Regarding Share Repurchase Plan

The executive committee of the Company's board of directors has authorized a share repurchase program of $500 million, which may be used to repurchase the Company's outstanding Class A common stock ("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.

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 $331 billion as of December 31, 2019 in credit, private equity and real assets funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. For more information about Apollo, please visit www.apollo.com.

Forward Looking Statements

This press release may contain forward looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, 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" 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, including risks relating to Apollo's dependence on certain key personnel, its ability to raise new private equity, credit or real asset funds, market conditions, generally, its ability to manage growth, fund performance, changes in its regulatory environment and tax status, the variability of its revenues, net income and cash flow, its use of leverage to finance its businesses and investments by its funds and litigation risks, among others. Management believe these factors 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. Apollo 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 press release does not constitute an offer of Apollo or of any Apollo fund.

Contact Information

For investor inquiries regarding Apollo:

Gary M. Stein

Head of Investor Relations Apollo Global Management, Inc. 212-822-0467 [e-mail]

Ann Dai

Investor Relations Manager Apollo Global Management, Inc. 212-822-0678 [e-mail]

For media inquiries regarding Apollo:

Joanna Rose

Global Head of Corporate Communications

Apollo Global Management, Inc.

1. [e-mail]

Charles Zehren

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

1. [e-mail]