Apollo Global Management LLC : Form PRE 14C

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

• Preliminary Information Statement

• Definitive Information Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

APOLLO GLOBAL MANAGEMENT, LLC

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
• 1. Title of each class of securities to which transaction applies:
  2. Aggregate number of securities to which transaction applies:
  3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  4. Proposed maximum aggregate value of transaction:
  5. Total fee paid:
• Fee paid previously with preliminary materials.
• Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
• 1. Amount previously paid:
  2. Form, Schedule or Registration Statement No.:
  3. Filing Party:
  4. Date Filed:

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Schedule 14C Information Statement

(Pursuant to Regulation 14C of the Securities Exchange Act of 1934 as amended)

APOLLO GLOBAL MANAGEMENT, LLC

9 West 57th Street, 43rd Floor

New York, New York 10019

[phone]

NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF THE HOLDERS OF THE MAJORITY VOTING POWER OF THE

COMPANY'S COMMON SHARES

To the members of Apollo Global Management, LLC:

Apollo Global Management, LLC (the "Company") is writing to advise you that on July 15, 2019, BRH Holdings GP, Ltd., the holder of the Company's single Class B common share representing limited liability company interests of the Company (the "Class B Common Share"), which represented 52.2% of the total voting power of the Company's Class B Common Share and the Class A common shares representing limited liability company interests of the Company (the "Class A Common Shares" and, together with the Class B Common Share, the "Common Shares") entitled to vote as of the close of business on June 26, 2019 (the "Record Date"), approved by written consent (the "Written Consent") in lieu of a meeting, the conversion (the "Conversion") of the Company, a Delaware limited liability company, to a Delaware corporation to be named "Apollo Global Management, Inc." (the "Corporation") pursuant to a Plan of Conversion (the "Plan of Conversion") and in connection therewith, approved the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") (collectively, the "Approved Action"). The Conversion is to be accomplished through the filing of a Certificate of Conversion (the "Certificate of Conversion") and the Certificate of Incorporation with the Secretary of State of the State of Delaware.

A copy of the Plan of Conversion is attached hereto as Annex A. A copy of the Certificate of Incorporation is attached to the Plan of Conversion as Exhibit B.

The Information Statement being provided is dated, 2019 and is first being mailed on or about, 2019, to the holders of record of the Company's Common Shares, as of the Record Date, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

The Written Consent constitutes the affirmative consent of the holders of a majority of the aggregate number of votes that could be cast by holders of the Common Shares Outstanding (as defined in the Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 19, 2018 (the "LLCA")) on the Approved Action, as of the Record Date and is sufficient under the LLCA, to approve the Approved Action. Accordingly, because the Approved Action has been approved pursuant to the Written Consent, no other member consents are being solicited in connection with this Information Statement. The Approved Action will become effective on the twentieth calendar day following the mailing of this Information Statement to the holders of the Company's Common Shares.

This is not a notice of a meeting of members and no meeting will be held to consider the matters described herein. This Information Statement is being furnished to you solely for the purpose of informing members of the matters described herein pursuant to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C.

By Order of AGM Management, LLC, the Company's manager,

/s/ John J. Suydam

Name: John J. Suydam

Title: Vice President and Secretary

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APOLLO GLOBAL MANAGEMENT, LLC

9 West 57th Street, 43rd Floor

New York, New York 10019

1. 515-3200
   INFORMATION STATEMENT

THE ACTION DESCRIBED IN THIS INFORMATION STATEMENT HAS BEEN APPROVED BY THE HOLDER OF A MAJORITY OF THE VOTES ENTITLED TO BE CAST ON THE MATTERS DESCRIBED HEREIN. THE COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOTTO SEND US A PROXY. THIS IS NOT A NOTICE OF A MEETING OF MEMBERS AND NO MEMBER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

About this Information Statement - Summary of Action

This Information Statement is being furnished by Apollo Global Management, LLC, a Delaware limited liability company ("we," "us," "our" or the "Company"), in connection with the written consent (the "Written Consent") of BRH Holdings GP, Ltd., the holder of the Company's single Class B common share representing limited liability company interests of the Company (the "Class B Common Share"), which represented 52.2% of the total voting power of the Company's Class B Common Share and the Outstanding Class A common shares representing limited liability company interests of the Company (the "Class A Common Shares" and, together with the Class B Common Share, the "Common Shares") as of the close of business on June 26, 2019 (the "Record Date"), approving the conversion (the "Conversion") of the Company to a Delaware corporation to be named "Apollo Global Management, Inc." (the "Corporation") pursuant to a Plan of Conversion (the "Plan of Conversion") and, in connection therewith, approving the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") (collectively, the "Approved Action"). The Conversion is to be accomplished through the filing of a Certificate of Conversion (the "Certificate of Conversion") and the Certificate of Incorporation with the Secretary of State of the State of Delaware.

A copy of the Plan of Conversion is attached hereto as Annex A. A copy of the Certificate of Incorporation is attached to the Plan of Conversion as Exhibit B.

Only holders of record of the Company's Common Shares (the "Shareholders") at the close of business on the Record Date are being given notice of the action by the Written Consent. As of the Record Date, the Company had a single Class B Common Share and 200,435,587 Class A Common Shares issued and outstanding.

In accordance with the requirements of the Company's limited liability company agreement (the "LLCA")`, on July 15, 2019, the Approved Action was first proposed and approved by AGM Management, LLC, a Delaware limited liability company, the manager of the Company (the "Manager"). On July 15, 2019, the Approved Action was subsequently approved by BRH Holdings GP, Ltd., as the holder of the Class B Common Share, pursuant to the Written

Consent. On, 2019, the Approved Action was approved by the Conflicts Committee of the board of directors of the Company (the "Conflicts Committee"), which constituted "special approval" pursuant to the LLCA.

No action is required by you. This Information Statement is being furnished pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the purpose of informing the Shareholders who would otherwise have been entitled to vote or give an authorization, approval or consent in regard to the action described above before it takes effect. The action has been consented to by the holder of a majority of the aggregate number of votes that could be cast by holders of the Common Shares Outstanding as of the Record Date. The Company is not soliciting proxies.

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The action taken by BRH Holdings GP, Ltd. pursuant to the Written Consent will not become effective until 20 days after the mailing of the definitive form of this Information Statement to the other Shareholders.

The Company is not aware of any substantial interest, direct or indirect, by Shareholders or otherwise, that is in opposition to the action being taken.

The entire cost of furnishing this Information Statement will be borne by the Company.

The Company's principal executive offices are located at 9 West 57th Street, 43rd Floor, New York, New York 10019 and the Company's telephone number is [phone].

No Appraisal Rights

Under the LLCA and the Delaware Limited Liability Company Act (the "DLLCA"), the Shareholders do not have appraisal rights in connection with the Approved Action, including, without limitation, the Conversion.

Proposals by Security Holders

No Shareholder has requested that the Company include any additional proposals in this Information Statement or otherwise requested that any proposals be submitted to the Shareholders at an annual or special meeting.

Materials

The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Company's Common Shares held of record by them. Furthermore, only one Information Statement is being delivered to two or more Shareholders who share an address unless the Company has received contrary instruction from one or more of such Shareholders. The Company will promptly deliver, upon written or oral request, a separate copy of the Information Statement to a Shareholder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies of the Information Statement, or if in the future you would like to receive multiple copies of information statements or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct the Company by writing to the Company's corporate secretary at the Company's executive offices at the address specified above.

As noted above, the Company is not soliciting proxies.

This Information Statement is dated

, 2019 and is first being mailed to the Company's Shareholders on or about

, 2019.

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TABLE OF CONTENTS
	Page
FORWARD LOOKING STATEMENTS	1
QUESTIONS AND ANSWERS	2
VOTING AND VOTE REQUIRED	4
THE PLAN OF CONVERSION	5
RISK FACTORS	11
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	19
SHARE TRANSFER AGENT	21
NO APPRAISAL RIGHTS	21
INTERESTS OF THE COMPANY'S DIRECTORS, OFFICERS AND AFFILIATES IN THE APPROVED ACTION	21
WHERE YOU CAN FIND MORE INFORMATION	21
INFORMATION INCORPORATED BY REFERENCE	21
CONCLUSION	22
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