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.