Apollo Global Management LLC : Form POSASR

As filed with the Securities and Exchange Commission on September 5, 2019

Registration No. 333-232284

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

APOLLO GLOBAL MANAGEMENT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-8880053
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)
	9 West 57th Street, 43rd Floor
	New York, New York 10019
	[phone]

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

John J. Suydam, Esq.

Chief Legal Officer

Apollo Global Management, Inc.

9 West 57th Street, 43rd Floor

New York, New York 10019

[phone]

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of Communications to:

Monica K. Thurmond, Esq.

Catherine L. Goodall, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

[phone]

Approximate date of commencement of proposed sale to the public: As soon as practicable following effectiveness of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (the "Amendment") to the Registration Statement on Form S-3 (File No. 333-232284) (the "Registration Statement") is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the "Securities Act"), by Apollo Global Management, Inc., a Delaware corporation ("AGM Inc."), as the successor registrant to Apollo Global Management, LLC, a Delaware limited liability company ("AGM LLC"). Effective at 12:01 a.m. (Eastern Time) on September 5, 2019, AGM LLC converted from a Delaware limited liability company to a Delaware corporation (the "Conversion"). AGM Inc. expressly adopts the Registration Statement, as modified by this Amendment, as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Registration Statement, as amended by this Amendment, provides for the issuance from time to time of the following securities of AGM Inc. in one or more series, up to an indeterminable dollar amount: (i) senior debt securities and subordinated debt securities (the "Debt Securities"), (ii) Class A common stock, $0.00001 par value per share (the "Class A Common Stock"), (iii) preferred stock, $0.00001 par value per share (the "Preferred Stock"), (iv) depositary receipts representing interests in a particular series of Preferred Stock evidenced by depositary receipts (the "Depositary Stock"), (v) warrants to purchase equity or debt securities (the "Warrants"), (vi) subscription rights to purchase Class A Common Stock, Preferred Stock or other securities (the "Subscription Rights"), (vii) purchase contracts for the purchase or sale of equity securities issued by AGM Inc. or debt or equity securities issued by third parties (the "Purchase Contracts") and (viii) units consisting of a Purchase Contract and debt securities or debt obligations of third parties, including U.S. treasury government securities, or any other securities described in the applicable prospectus supplement or any combination of the foregoing, securing the holders' obligations to purchase the securities under the Purchase Contracts.

For the purposes of this Amendment and the Registration Statement, (i) as of any time prior to the Conversion, references to "Apollo," "we," "us," "our," the "Company" and similar terms mean AGM LLC and its consolidated subsidiaries, including the Apollo Operating Group (as defined in the Registration Statement) and all of its subsidiaries, or as the context may otherwise require, and, as of any time after the Conversion, references to "Apollo," "we," "us," "our," the "Company" and similar terms mean AGM Inc. and its subsidiaries, including the Apollo Operating Group and all of its subsidiaries, or as the context may otherwise require, (ii) as of any time prior to the Conversion, references to "Apollo Global Management, LLC" mean AGM LLC and, as of any time after the Conversion, if the context requires, references to "Apollo Global Management, LLC" are deleted and replaced with "Apollo Global Management, Inc.", which means AGM Inc., (iii) as of any time prior to the Conversion, references to "our manager" mean AGM Management LLC, a Delaware limited liability company, and, as of any time after the Conversion, if the context requires, references to "our manager" are deleted and replaced with "the Class C Stockholder" which means the holder of Class C common stock, $0.00001 par value per share, of AGM Inc., (iv) as of any time prior to the Conversion, references to "Class A shareholders" mean the holders of Class A shares, representing Class A limited liability company interests of AGM LLC ("Class A shares"), and, as of any time after the Conversion, if the context requires, references to "Class A shareholders" are deleted and replaced with "Class A stockholders" which means the holders of Class A Common Stock, (v) as of any time prior to the Conversion, references to "Class A shares" mean the Class A shares, and, as of any time after the Conversion, if the context requires, references to "Class A shares" are deleted and replaced with "Class A Common Stock" which means the Class A Common Stock, (vi) as of any time prior to the Conversion, references to "Class B share" mean the Class B share, representing Class B limited liability company interests of AGM LLC, and, as of any time after the Conversion, if the context requires, references to the "Class B share" are deleted and replaced with "Class B Common Stock" which means the Class B common stock, par value $0.00001, of AGM Inc.,

1. as of any time prior to the Conversion, references to "Series A Preferred Shares" mean the 6.375% Series A Preferred Shares of AGM LLC, and, as of any time after the Conversion, if the context requires, references to "Series A Preferred Shares" are deleted and replaced with "Series A Preferred Stock" which means the shares of the Series A preferred stock, having a liquidation preference of $25 per share, of AGM Inc., (viii) as of any time prior to the Conversion, references to "Series B Preferred Shares" mean the 6.375% Series B Preferred Shares of AGM LLC, and, as of any time after the Conversion, if the context requires, references to "Series B Preferred Shares" are deleted and replaced with "Series B Preferred Stock" which means the shares of Series B preferred stock, having a liquidation preference of $25 per share, of AGM Inc. and (ix) as of any time prior to the Conversion, references to "preferred shares" mean the preferred shares, representing preferred limited liability company interests of AGM LLC, and as of any time after the Conversion, if the context requires, references to "preferred shares" are deleted and replaced with "preferred stock" which means the shares of the preferred stock, $0.00001 par value per share, of AGM Inc.

The prospectus contained in the Registration Statement incorporates by reference all documents filed by AGM LLC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of the Registration Statement and will incorporate by reference all documents filed by AGM Inc. under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act following the date of this Amendment. The prospectus contained in the Registration Statement, as well as all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the effective time of the Conversion and incorporated by reference in the Registration Statement, will not reflect the change in our name, type of legal entity or capital stock, among other things. With respect to such information, or any other information contained or incorporated by reference in the Registration Statement that is modified by information subsequently incorporated by reference in the Registration Statement, the statement or information previously contained or incorporated in the Registration Statement shall also be deemed modified or superseded in the same manner.

The Registration Statement and prospectus shall remain unchanged in all other respects. Accordingly, this Amendment consists only of this explanatory note and revised versions of the following parts of the Form S-3: Part II, the signatures, the exhibit index and the exhibits filed in connection with this Amendment. Applicable filing fees were paid at the time of the original filing of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses payable by the Registrant in connection with the issuance and distribution of the securities being registered. All of the amounts shown are estimates.

Listing Fee - New York Stock Exchange		$	*
Fees and Expenses of Counsel			*
Printing Expenses			*
FINRA Expenses			*
Fees and Expenses of Trustee			*
Fees and Expenses of Accountants			*
Filing Fee - Securities and Exchange Commission			**
Total		$	*

• The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities.
• Applicable SEC registration fees have been deferred in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933 and are not estimable at this time.

ITEM 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant is incorporated under the laws of Delaware.

Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than an action by or in the right of the corporation -a "derivative action"), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Under the Registrant's certificate of incorporation, in most circumstances the Registrant will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts: (a) AGM Management, LLC in its capacity as the former manager of AGM LLC (the "Former Manager"),

1. the Former Manager or any permitted successor that owns the Class C common stock of AGM Inc. at the applicable time, in its capacity as a stockholder of AGM Inc. (the "Class C Stockholder"); (c) any affiliate of the Former Manager or the Class C Stockholder; (d) any member, partner, tax matters partner, partnership representative, officer, director, employee, agent, fiduciary or trustee of any member of AGM Inc. and its subsidiaries, the Former Manager, the Class C Stockholder or any of their respective affiliates; (e) any person who is or was serving at the request of the Former Manager or the Class C Stockholder or any of their respective affiliates as an officer, director, employee, member, partner, tax matters partner, partnership representative, agent, fiduciary or trustee of another person provided, that a person shall not be an indemnified person by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services; and (f) any person that the board of directors of the Registrant in its sole discretion designates as an indemnitee as permitted by applicable law. Currently, Section 102(b)(7) of the DGCL requires that liability be imposed for the following:
2. • any breach of the director's duty of loyalty to the corporation or its stockholders;
   • any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

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