UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 27-0467113 | |
(State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
c/o Apollo Global Management, LLC 9 West 57th Street, 43rd Floor New York, New York |
10019 | |
(Address of Principal Executive Offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
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Name of each exchange on which
|
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8.00% Series C Cumulative Redeemable Perpetual Preferred Stock |
The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-2106 32
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. | Description of Registrants Securities to be Registered. |
A description of the preferred stock to be registered hereunder is contained in the section entitled Description of the ARI Series C Preferred Stock in the Registrants proxy statement/prospectus dated July 27, 2016, as filed with the Securities and Exchange Commission on July 27, 2016 under Rule 424(b)(3), which description is incorporated herein by reference.
Item 2. | Exhibits. |
Exhibit
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Description |
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3.1 | Articles of Amendment and Restatement of Apollo Commercial Real Estate Finance, Inc., incorporated by reference to Exhibit 3.1 of the Registrants Form S-11, as amended (Registration No. 333-160533). | |
3.2 | By-laws of Apollo Commercial Real Estate Finance, Inc., incorporated by reference to Exhibit 3.2 of the Registrants Form S-4, as amended (Registration No. 333-210632). | |
3.3 | Articles Supplementary designating Apollo Commercial Real Estate Finance, Inc.s 8.625% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to Exhibit 3.3 of the Registrants Form 8-A filed on July 30, 2012 (File No.: 001-34452). | |
3.4 | Articles Supplementary designating Apollo Commercial Real Estate Finance, Inc.s 8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed on September 23, 2015 (File No.: 001-34452). | |
3.5 | Form of Articles Supplementary designating Apollo Commercial Real Estate Finance, Inc.s 8.00% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to Exhibit 4.2 of the Registrants Form S-4, as amended (Registration No. 333-210632). | |
4.1* | Form of stock certificate evidencing the 8.00% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share. |
* | Filed herewith. |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: August 26, 2016 |
Apollo Commercial Real Estate Finance, Inc. | |||||
By: |
/s/ Stuart A. Rothstein |
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Name: | Stuart A. Rothstein | |||||
Title: | President and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit
|
Description |
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3.1 | Articles of Amendment and Restatement of Apollo Commercial Real Estate Finance, Inc., incorporated by reference to Exhibit 3.1 of the Registrants Form S-11, as amended (Registration No. 333-160533). | |
3.2 | By-laws of Apollo Commercial Real Estate Finance, Inc., incorporated by reference to Exhibit 3.2 of the Registrants Form S-4, as amended (Registration No. 333-210632). | |
3.3 | Articles Supplementary designating Apollo Commercial Real Estate Finance, Inc.s 8.625% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to Exhibit 3.3 of the Registrants Form 8-A filed on July 30, 2012 (File No.: 001-34452). | |
3.4 | Articles Supplementary designating Apollo Commercial Real Estate Finance, Inc.s 8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed on September 23, 2015 (File No.: 001-34452). | |
3.5 | Form of Articles Supplementary designating Apollo Commercial Real Estate Finance, Inc.s 8.00% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to Exhibit 4.2 of the Registrants Form S-4, as amended (Registration No. 333-210632). | |
4.1* | Form of stock certificate evidencing the 8.00% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share. |
* | Filed herewith. |
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Exhibit 4.1
SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION
THIS CERTIFIES THAT APPOLLO COMMERCIAL REAL ESTATE FINANCE BY is the owner of WELLS FULLY PAID AND NON-ASSESSABLE SHARES OF 8.00% SERIES C CUMULATIVE REDEEMABLE PERPETUAL
COUNTERSIGNED PREFERRED STOCK, $0.01 PAR VALUE PER SHARE, OF FARGO APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. AND a corporation formed under the laws of the State of Maryland (the Corporation), transferable on the books of the
Corporation by the registered BANK, holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the N shares represented hereby are issued and shall be held subject to all of the
provisions of the charter of the Corporation (the Charter) and the Bylaws of the Corporation and any amendments PREFERRED thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent . REGISTERED: and
Registrar. IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by facsimile signatures of its duly authorized officers. Dated: AUTHORIZED AND TRANSFER SIGNATURE REGISTRAR AGENT CHIEF FINANCIAL OFFICER PRESIDENT AND
CHIEF EXECUTIVE OFFICER AMERICAN FINANCIAL PRINTING INCORPORATED MINNEAPOLIS
IMPORTANT NOTICE
The Corporation will furnish to
any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the
Corporation is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such
rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter, a copy of which will be sent without charge to each stockholder who so
requests. Such request must be made to the Secretary of the Corporation at its principal office. The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose,
among others, of the Corporations maintenance of its qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the Code). Subject to certain further restrictions and except as expressly
provided in the Charter, (i) no Person may Beneficially Own or Constructively Own shares of Common Stock in excess of 9.8 percent (in value or number of shares, whichever is more restrictive) of the outstanding shares of Common Stock unless such
Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own shares of Capital Stock in excess of 9.8 percent (in value or number of shares, whichever is more
restrictive) of the total outstanding shares of Capital Stock, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Capital Stock that
would result in the Corporation being closely held under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) any Transfer of shares of Capital Stock that, if effective would result in the
Capital Stock being beneficially owned by less than 100 persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of the Capital Stock.
Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially Own or Constructively Own shares of Capital Stock in excess or
in violation of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership as set forth in (i) through (iii) above are violated, the shares of Capital Stock in excess or in violation of the
above limitations will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in
its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the
restrictions described in (i) through (iii) above may be void ab initio. Subject to certain further restrictions and except as expressly provided in the Charter, including the Articles Supplementary establishing the Series C Preferred Stock, no
Person may Beneficially Own or Constructively Own shares of Series C Preferred Stock in excess of 9.8 percent (in value or number of shares, whichever is more restrictive) of the outstanding shares of Series C Preferred Stock unless such Person is a
Series C Excepted Holder (in which case the Series C Excepted Holder Limit shall be applicable). Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own shares of Series C Preferred Stock which
causes or will cause a Person to Beneficially Own or Constructively Own shares of Series C Preferred Stock in excess or in violation of the above limitation must immediately notify the Corporation. If the restriction on transfer or ownership as set
forth above is violated, the shares of Series C Preferred Stock in excess or in violation of the above limitation will be automatically transferred to a Series C Trustee of a Series C Trust for the benefit of one or more Series C Charitable
Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the
restriction described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restriction described above may be void ab initio. Unless otherwise defined herein, all capitalized terms in this legend have
the meanings defined in the Charter, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Capital Stock on request and without charge. R equests for
such a copy may be directed to the Secretary of the Corporation at its principal office. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations: UNIF GIFT MIN ACT Custodian TEN COM as tenants in common (Cust) (Minor) TEN ENT as tenants by entireties under Uniform Transfers to Minors JT TEN as joint tenants with right of survivorship Act
and not as tenants in common (State) Additional abbreviations may also be used though not in above list. For value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) Shares of the 8.00% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, of the Corporation represented by the within Certificate, and do hereby irrevocably
constitute and appoint attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated X X NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15