Apollo Commercial Real Estate Finance, Inc. Announces Pricing of Public Offering of Convertible Senior Notes
October 02 2018 - 6:10PM
Business Wire
Apollo Commercial Real Estate Finance, Inc. (the “Company” or
“ARI”) (NYSE:ARI) today announced the pricing of its public
offering of $200 million aggregate principal amount of Convertible
Senior Notes due 2023 (the "Notes"). The Notes were priced at 98.5%
of their principal amount, plus accrued interest, if any, from, and
including, October 5, 2018. The Company has granted to the
underwriters a 13-day option to purchase up to an additional $30
million aggregate principal amount of the Notes at the public
offering price, less the underwriting discount, plus accrued
interest, if any. The Notes will bear interest at a rate equal to
5.375% per year, payable semiannually in arrears on April 15 and
October 15 of each year, beginning on April 15, 2019. The
conversion rate will initially equal 48.7187 shares of common stock
per $1,000 principal amount of Notes, which is equivalent to a
conversion price of approximately $20.53 per share of common stock,
representing an approximate 10% conversion premium based on the
closing price of the Company's common stock of $18.66 per share on
October 2, 2018. The initial conversion rate is subject to
adjustment upon the occurrence of certain events, but will not be
adjusted for any accrued and unpaid interest. Upon conversion, the
Company will pay or deliver, as the case may be, cash, shares of
its common stock or a combination of cash and shares of its common
stock, at the Company’s election. The Notes will mature on October
15, 2023. The offering is expected to close on or about October 5,
2018, subject to customary closing conditions.
ARI intends to use the net proceeds from the offering for
general corporate purposes, which may include the repurchase,
redemption or exchange of its outstanding debt and equity
securities from time to time, the acquisition or origination of its
target assets, which include performing commercial first mortgage
loans, subordinate financings, and other commercial real
estate-related debt investments, and for working capital. Pending
such uses, ARI may use a portion of the net proceeds from the
offering to temporarily reduce borrowings under its repurchase
agreements.
Goldman Sachs & Co. LLC, Deutsche Bank Securities, and J.P.
Morgan are the joint book-running managers for the offering.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission and become
effective under the Securities Act of 1933, as amended. The
offering will be made only by means of a prospectus supplement and
accompanying prospectus. A copy of the preliminary prospectus
supplement (and, when available, the final prospectus supplement)
and the accompanying prospectus related to the offering can be
obtained by contacting Goldman Sachs & Co. LLC, Attention:
Prospectus Department, 200 West Street, New York, NY 10282,
telephone: 1-866-471-2526, facsimile: 212-902-9316 or by email at
Prospectus-ny@ny.email.gs.com; Deutsche Bank Securities Inc.,
Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, or
by telephone at (800) 503-4611, or by email at
prospectus.CPDG@db.com; or J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, Attention: Prospectus Department, or by calling
866-803-9204.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of any securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction.
About Apollo Commercial Real Estate Finance, Inc.
Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI) is a
real estate investment trust that primarily originates, acquires,
invests in and manages performing commercial real estate mortgage
loans, subordinate financings and other commercial real
estate-related debt investments. The Company is externally managed
and advised by ACREFI Management, LLC, a Delaware limited liability
company and an indirect subsidiary of Apollo Global Management,
LLC, a leading global alternative investment manager with
approximately $269.5 billion of assets under management at June 30,
2018.
Forward-Looking Statements
Certain statements contained in this press release constitute
forward-looking statements as such term is defined in Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and such statements
are intended to be covered by the safe harbor provided by the same.
Forward-looking statements are subject to substantial risks and
uncertainties, many of which are difficult to predict and are
generally beyond the Company's control. These forward-looking
statements include information about possible or assumed future
results of the Company's business, financial condition, liquidity,
results of operations, plans and objectives. When used in this
release, the words believe, expect, anticipate, estimate, plan,
continue, intend, should, may or similar expressions, are intended
to identify forward-looking statements. Statements regarding the
following subjects, among others, may be forward-looking: the
return on equity; the yield on investments; the ability to borrow
to finance assets; the Company’s ability to deploy the proceeds of
its capital raises or acquire its target assets; and risks
associated with investing in real estate assets, including changes
in business conditions and the general economy. For a further list
and description of such risks and uncertainties, see the reports
filed by the Company with the Securities and Exchange Commission.
The forward-looking statements, and other risks, uncertainties and
factors are based on the Company's beliefs, assumptions and
expectations of its future performance, taking into account all
information currently available to the Company. Forward-looking
statements are not predictions of future events. The Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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Apollo Commercial Real Estate Finance, Inc.Hilary
GinsbergInvestor Relations(212) 822-0767
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