| Item 1.01. |
Entry into a Material Definitive Agreement.
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On April 1, 2022, ACMP Holdings LLC, as borrower (the
“Borrower”), a
subsidiary of Apollo Asset Management, Inc., entered into a new
revolving credit agreement (as amended, supplemented or otherwise
modified from time to time, the “ACMP Credit Facility”) with
Apollo Capital Markets Management, L.P., as investment manager,
Sumitomo Mitsui Banking Corporation, as lead arranger,
administrative agent and letter of credit issuer, Mizuho Bank Ltd.,
as lead arranger and the lenders from time to time party
thereto.
The ACMP Credit Facility provides for a revolving credit facility
to the Borrower with a final maturity date of April 1, 2025,
which may at the Borrower’s request be extended for two additional
12-month periods. The
amounts borrowed under the ACMP Credit Facility shall not exceed
the lesser of the facility amount, being $1.5 billion as of
the Closing Date, and 90% of the unfunded capital commitments of
the Included Investors (as defined below). The Borrower may request
to increase the facility amount to $2.0 billion subject to
satisfaction of certain customary conditions and arrangements of
commitments. The ACMP Credit Facility does not require any
scheduled amortization payments or other mandatory prepayments
(except with respect to obligations that exceed the available
commitments under the ACMP Credit Facility) prior to the final
maturity date, and the Borrower may prepay the loans and/or
terminate or reduce the revolving commitments under the ACMP Credit
Facility at any time without penalty.
The ACMP Credit Facility is secured by the pledge and assignment of
the rights of the Borrower’s two members, Apollo Capital Markets
Partnership (Offshore), L.P. and Apollo Capital Markets
Partnership, L.P. (collectively, the “Pledgors”), to capital
contributions from their investors (the “Included Investors”). Obligors
under the ACMP Credit Facility are limited to the Borrower and the
Pledgors. Liabilities under the ACMP Credit Facility are
non-recourse to Apollo, except that certain Included Investors
provided customary comfort letters with respect to their capital
contributions to the Pledgors.
The ACMP Credit Facility contains affirmative and negative
covenants (subject to certain exceptions and baskets) which limit
the ability of the Borrower and certain of their subsidiaries to,
among other things, create liens on the collateral. The ACMP Credit
Facility also contains customary events of default, including
events of default arising from non-payment, material
misrepresentations, breaches of covenants, cross default to
material indebtedness, bankruptcy and changes in control of the
general partner of the Pledgors.
Borrowings under the ACMP Credit Facility may be used for the
Borrower’s investment activities, to provide working capital or for
other purposes permitted under the Borrower’s governing documents,
corporate documents, and all related documentation including
subscription documents. The Borrower intends to use the ACMP Credit
Facility primarily to facilitate the settlement of financing
transactions funded or syndicated by Apollo’s capital markets
business and the Borrower is an entity solely involved in Apollo’s
capital markets business.
The foregoing description of the ACMP Credit Facility does not
purport to be complete and is qualified in its entirety by
reference to the ACMP Credit Facility, which is filed as Exhibit
10.1 to this Current Report and is incorporated by reference into
this Item 1.01.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet
Arrangement of a Registrant.
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The information set forth under Item 1.01 above is incorporated by
reference into this Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Certain portions of this exhibit have been redacted pursuant to
Item 601(b)(10)(iv) of Regulation S-K. The registrant
agrees to furnish supplementally an unredacted copy of the exhibit
to the Securities and Exchange Commission upon its request.
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