Apollo Global Management (APO) Prices Upsized Convertible Preferred Stock Offering

August 9, 2023 4:16 AM EDT

Apollo Global Management, Inc. (NYSE: APO) (the “Issuer,” and together with its consolidated subsidiaries, “Apollo”) today announced that it has priced an offering of $1,250.0 million (25,000,000 shares) of its 6.75% Series A Mandatory Convertible Preferred Stock, par value $0.00001 per share (the “Mandatory Convertible Preferred Stock”) at a price to the public and liquidation preference of $50.00 per share. The offering was upsized from the previously announced size of $1,000.0 million (20,000,000 shares). The underwriters have a 30-day option to purchase up to an additional $187.5 million (3,750,000 shares) of Mandatory Convertible Preferred Stock solely to cover over-allotments, if any. The offering is expected to close on August 11, 2023, subject to customary closing conditions.

The net proceeds from the Mandatory Convertible Preferred Stock offering will be approximately $1,219 million (or approximately $1,402 million if the underwriters exercise their option to purchase additional shares in full), after deducting underwriting discounts but before offering expenses. Apollo intends to use the net proceeds from the offering to accelerate its Retirement Services growth, helping Athene capitalize on attractive opportunities available in the current market environment.

Unless earlier converted at the option of the holders, each share of Mandatory Convertible Preferred Stock will automatically convert on July 31, 2026 (subject to postponement for certain market disruption events) into between 0.5052 and 0.6062 shares of Apollo's common stock, subject to certain customary anti-dilution adjustments. The number of shares of common stock issuable upon conversion will be determined based on the average volume-weighted average price (VWAP) per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding July 31, 2026.

Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by Apollo's board of directors, at an annual rate of 6.75% on the liquidation preference of $50.00 per share. If declared, these dividends will be paid in cash, in shares of common stock or in a combination of cash and shares of common stock, at Apollo's election, subject to certain limitations, on January 31, April 30, July 31 and October 31 of each year, commencing on October 31, 2023 and continuing to, and including, July 31, 2026.

Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as global coordinators and joint book-running managers for the offering. Barclays, Citigroup, J.P. Morgan, UBS Investment Bank, RBC Capital Markets and Apollo Global Securities, LLC are acting as joint book-running managers for the offering. Academy Securities, Inc., Blaylock Van, LLC, BMO Capital Markets, BNP PARIBAS, BofA Securities, Drexel Hamilton, Mizuho, MUFG, Siebert Williams Shank, SMBC Nikko, SOCIETE GENERALE and US Bancorp are acting as co-managers for the offering.

The offering is being made pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission (the “SEC”). The offering is being made by means of a prospectus and related preliminary prospectus supplement only. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting the global coordinators and joint book-running managers: Goldman Sachs & Co. LLC, via telephone: (866) 471-2526 or (212) 902-1171, facsimile: (212) 902-9316, email: [email protected], or standard mail: Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, email: [email protected], telephone: (866) 718-1649; or Wells Fargo Securities, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (833) 690-2713 or email a request to [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the Mandatory Convertible Preferred Stock or any other securities, and shall not constitute an offer, solicitation or sale of the Mandatory Convertible Preferred Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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