Item 3.03
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Material Modification to Rights of Security Holders.
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On March 19, 2018, Apollo Global Management,
LLC (Apollo) issued 12,000,000 6.375% Series B Preferred Shares (the Series B Preferred Shares) pursuant to a previously announced, underwritten public offering. In connection with the issuance of the Series B Preferred
Shares, Apollo amended its Amended and Restated Limited Liability Company Agreement on March 19, 2018 (the Third Amended and Restated Limited Liability Company Agreement) to create and fix the rights, preferences and powers of the
Series B Preferred Shares. Also, in connection with the issuance of the Series B Preferred Shares, on March 19, 2018, (i) the limited partnership agreements of 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 XII, L.P. and AMH Holdings (Cayman), L.P. and (ii) the limited liability company agreement of Apollo Principal Holdings XI, LLC (such entities, collectively, the Apollo Operating
Group) were amended to provide for preferred interests with economic terms designed to mirror those of the Series B Preferred Shares.
When, as and
if declared by the manager of Apollo, distributions on the Series B Preferred Shares will be payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2018, at a rate per annum
equal to 6.375%. Distributions on the Series B Preferred Shares are
non-cumulative.
Subject to certain exceptions,
unless distributions have been declared and paid or declared and set apart for payment on the Series B Preferred Shares for a quarterly distribution period, during the remainder of that distribution period, Apollo may not declare or pay or set apart
payment for distributions on any Junior Shares (as defined in the Third Amended and Restated Limited Liability Company Agreement) for the remainder of that distribution period and Apollo may not repurchase any Junior Shares. These restrictions are
not applicable during the initial distribution period, which is the period from March 19, 2018, the original issue date, to but excluding June 15, 2018.
The Series B Preferred Shares may be redeemed at Apollos option, in whole or in part, at any time on or after March 15, 2023 at a price of $25.00
per Series B Preferred Share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of Series B Preferred Shares will have no right to require the redemption of the
Series B Preferred Shares.
If a Change of Control Event or Tax Redemption Event (each as defined in the Third Amended and Restated Limited Liability
Company Agreement) occurs prior to March 15, 2023, the Series B Preferred Shares may be redeemed at Apollos option, in whole but not in part, upon at least 30 days notice, within 60 days of the occurrence of such Change of Control
Event or Tax Redemption Event, as applicable, at a price of $25.25 per Series B Preferred Share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. If a Rating Agency
Redemption Event (as defined in the Third Amended and Restated Limited Liability Company Agreement) occurs prior to March 15, 2023, the Series B Preferred Shares may be redeemed at Apollos option, in whole but not in part, upon at least
30 days notice, within 60 days of the occurrence of such Rating Agency Redemption Event at a price of $25.50 per Series B Preferred Share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any
undeclared distributions. If (i) a Change of Control Event occurs (whether before, on or after March 15, 2023) and (ii) Apollo does not give notice prior to the 31st day following the Change of Control Event to redeem all the
outstanding Series B Preferred Shares, the distribution rate per annum on the Series B Preferred Shares will increase by 5.00%, beginning on the 31st day following such Change of Control Event. The description of the terms of the Series B Preferred
Shares in this Item 3.03 is qualified in its entirety by reference to the Third Amended and Restated Limited Liability Company Agreement and the form of 6.375% Series B Preferred Share Certificate, which are included as Exhibits 3.1 and 4.1,
respectively, to this Current Report on Form
8-K
and are incorporated by reference herein.
The description of the
terms of the amendments to the operating agreements of the members of the Apollo Operating Group in this Item 3.03 is qualified in its entirety by reference to the amendments, each of which will be filed as an exhibit to Apollos Form
10-Q
report for the fiscal quarter ending March 31, 2018.