Current Report Filing (8-k)
June 05 2017 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 30, 2017
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-34452
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27-0467113
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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c/o Apollo Global Management, LLC
9 West 57th Street, 43rd Floor
New York, New York
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10019
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(212) 515-3200
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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On May 30, 2017,
Apollo Commercial Real Estate Finance, Inc. (the “
Company
”) entered into an underwriting agreement (the “
Underwriting Agreement
”), by and among the Company, ACREFI Management, LLC, the Company’s external
manager (the “
Manager
”), and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. LLC (the “
Underwriters
”).
Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth in the Underwriting Agreement, an aggregate of 12,000,000 shares of the
Company’s common stock, par value $0.01 per share. In addition, the Company granted to the Underwriters a 30-day option to purchase up to an additional 1,800,000 shares (the “over-allotment option”). The Underwriters exercised the
over-allotment option in full.
The public offering, expected to close on June 5, 2017, will generate net proceeds of approximately
$248.7 million, after deducting estimated transaction expenses. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the
parties and termination provisions.
The preceding description is qualified in its entirety by reference to the underwriting agreement, a copy of which is
attached hereto as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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1.1*
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Underwriting Agreement dated May 30, 2017, by and among the Company, the Manager, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan
Stanley & Co. LLC, as representatives of the several Underwriters listed on Schedule 1 attached thereto
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5.1*
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Opinion of Clifford Chance US LLP regarding the legality of the shares of common stock
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8.1*
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Opinion of Clifford Chance US LLP regarding certain tax matters
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23.1
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Consent of Clifford Chance US LLP (included in Exhibit 5.1)
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23.2
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Consent of Clifford Chance US LLP (included in Exhibit 8.1)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
June 5, 2017
APOLLO
COMMERCIAL REAL ESTATE
FINANCE, INC.
/s/ Stuart A. Rothstein
Stuart A. Rothstein
President and Chief Executive Officer
EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1*
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Underwriting Agreement dated May 30, 2017, by and among the Company, the Manager, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan
Stanley & Co. LLC, as representatives of the several Underwriters listed on Schedule 1 attached thereto
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5.1*
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Opinion of Clifford Chance US LLP regarding the legality of the shares of common stock
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8.1*
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Opinion of Clifford Chance US LLP regarding certain tax matters
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23.1
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Consent of Clifford Chance US LLP (included in Exhibit 5.1)
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23.2
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Consent of Clifford Chance US LLP (included in Exhibit 8.1)
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