| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 1, 2022, ACMP Holdings LLC, as borrower (the “Borrower”), a subsidiary of Apollo Global 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. |
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. |
(d) Exhibits
| + | 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. |
