On October 23, 2017, Apollo Commercial Real Estate Finance, Inc. (the
Company
) entered into (i) a common stock purchase agreement (the
Common Stock Purchase Agreement
) with QH RE Asset Company LLC, a Qatar limited liability company (
QHREAC
), pursuant to
which QHREAC purchased (the
Purchase
) from the Company, 1,670,000 shares of the Companys common stock, par value $0.01 per share (the
Common Stock
), for cash for an aggregate purchase price of $30,794,800,
or $18.44 per share (which is the closing price of the shares of Common Stock on the New York Stock Exchange as of October 20, 2017), and (ii) a preferred stock repurchase agreement (the
Preferred Stock Repurchase
Agreement
) with QHREAC, pursuant to which the Company repurchased from QHREAC 1,229,607 shares of the Companys 8.00%
Fixed-to-Floating
Series B
Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (
Series B Preferred Stock
), for an aggregate purchase price of $30,794,800, or $25.04 per share (which is the $25.00 liquidation value per share, plus
$0.04 per share of accumulated and unpaid dividends to, but not including, October 23, 2017). The foregoing transactions both closed on October 23, 2017.
Pursuant to the Common Stock Purchase Agreement, the shares of Common Stock purchased by QHREAC are entitled to the benefits of a registration rights
agreement previously entered into between the Company and QHREAC, dated September 18, 2015. Pursuant to the Common Stock Purchase Agreement, the Company is required to, among other things, use commercially reasonable efforts to file with the
Securities and Exchange Commission (
SEC
) on or before the date that is 180 days after the date of the Common Stock Purchase Agreement, a post-effective amendment of its existing resale shelf registration statement providing for
the resale of the shares of Common Stock.
The Purchase was executed in reliance upon the exemption from securities registration afforded by
Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the
Securities Act
), and Rule 506 of Regulation D as promulgated by the SEC under the Securities Act. QHREAC has represented to the Company that it is an
accredited investor as defined in Regulation D promulgated under the Securities Act and that the shares of Common Stock are not being acquired with a view to, or for offer or sale in connection with, any distribution of the shares of
Common Stock in violation of the Securities Act. The Company has not engaged in a general solicitation or advertising with regard to the issue and sale of the shares of Common Stock and has not offered securities to the public in connection with
this issuance and sale.
Following completion of the transactions described above, the Company had 107,121,235 shares of its Common Stock outstanding, and
6,770,393 shares of its Series B Preferred Stock outstanding.
The preceding descriptions are qualified in their entirety by reference to the Common Stock
Purchase Agreement and the Preferred Stock Repurchase Agreement, copies of which are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form
8-K
and are incorporated herein by
reference.
Neither this Current Report nor the information contained in this Current Report shall constitute an offer to sell or a solicitation of an
offer to buy any securities. Due to rounding, numbers presented in this Current Report may not add up precisely to totals we provide.