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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-8880053
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
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APO
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New York Stock Exchange
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6.375% Series A Preferred Stock
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APO.PR A
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New York Stock Exchange
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6.375% Series B Preferred Stock
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APO.PR B
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New York Stock Exchange
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TABLE OF CONTENTS
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 8A.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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(i)
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the net asset value, or “NAV,” plus used or available leverage and/or capital commitments, or gross assets plus capital commitments, of the credit funds, partnerships and accounts for which we provide investment management or advisory services, other than certain collateralized loan obligations (“CLOs”), collateralized debt obligations (“CDOs”), and certain permanent capital vehicles, which have a fee-generating basis other than the mark-to-market value of the underlying assets;
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(ii)
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the fair value of the investments of the private equity and real assets funds, partnerships and accounts we manage or advise plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments, plus portfolio level financings; for certain permanent capital vehicles in real assets, gross asset value plus available financing capacity;
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(iii)
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the gross asset value associated with the reinsurance investments of the portfolio company assets we manage or advise; and
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(iv)
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the fair value of any other assets that we manage or advise for the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification or other conditions before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above.
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(i)
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fair value above invested capital for those funds that earn management fees based on invested capital;
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(ii)
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net asset values related to general partner and co-investment interests;
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(iii)
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unused credit facilities;
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(iv)
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available commitments on those funds that generate management fees on invested capital;
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(v)
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structured portfolio company investments that do not generate monitoring fees; and
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(vi)
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the difference between gross asset and net asset value for those funds that earn management fees based on net asset value.
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(i)
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“Performance Fee-Generating AUM”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently above its hurdle rate or preferred return, and profit of such funds, partnerships and accounts is being allocated to, or earned by, the general partner in accordance with the applicable limited partnership agreements or other governing agreements;
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(ii)
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“AUM Not Currently Generating Performance Fees”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently below its hurdle rate or preferred return; and
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(iii)
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“Uninvested Performance Fee-Eligible AUM”, which refers to capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is available for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements, which capital is not currently part of the NAV or fair value of investments that may eventually produce performance fees allocable to, or earned by, the general partner.
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our willingness to pursue investments in industries that our competitors typically avoid;
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the often complex structures employed in some of the investments of our funds, including our willingness to pursue difficult corporate carve-out transactions;
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our experience investing during periods of uncertainty or distress in the economy or financial markets when many of our competitors simply reduce their investment activity;
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our orientation towards sole sponsored transactions when other firms have opted to partner with others; and
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our willingness to undertake transactions that have substantial business, regulatory or legal complexity.
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(1)
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See “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information.
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(2)
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Includes funds that are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.12 as of December 31, 2019.
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(3)
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Includes funds that are denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.33 as of December 31, 2019.
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(4)
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Includes funds that are denominated in yen and translated into U.S. dollars at an exchange rate of ¥1.00 to $0.0092 as of December 31, 2019.
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(1)
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AUM components may not sum due to rounding. Corporate Credit, Structured Credit and Direct Origination include AUM in accounts owned by or related to Athene (the “Athene Accounts”).
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Company
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Year of Initial
Investment
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Fund(s)
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Buyout Type
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Industry
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Region
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LifePoint Health
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2015
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Fund VIII
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Opportunistic Buyout
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Consumer Services
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North America
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ADT
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2015
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Fund VIII
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Opportunistic Buyout
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Consumer Services
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North America
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Aspen Insurance
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2019
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Fund IX
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Opportunistic Buyout
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Financial Services
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North America
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Verallia
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2015
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Fund VIII
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Corporate Carve-Out
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Manufacturing & Industrial
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Western Europe
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Intrado
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2017
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Fund VIII
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Opportunistic Buyout
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Media, Telecom, Technology
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North America
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Double Eagle Energy III
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2017
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Fund VIII, ANRP II
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Opportunistic Buyout
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Natural Resources
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North America
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OneMain Financial
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2018
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Fund VIII
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Opportunistic Buyout
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Financial Services
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North America
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Diamond Resorts
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2016
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Fund VIII
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Opportunistic Buyout
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Leisure
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North America
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Outerwall
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2016
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Fund VIII
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Opportunistic Buyout
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Consumer Services
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North America
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Rackspace
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2016
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Fund VIII
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Opportunistic Buyout
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Media, Telecom, Technology
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North America
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Cox Media Group
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2019
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Fund IX
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Corporate Carve-Out
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Media, Telecom, Technology
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North America
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Apollo Education Group
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2017
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Fund VIII
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Opportunistic Buyout
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Consumer Services
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Global
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ClubCorp
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2017
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Fund VIII
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Opportunistic Buyout
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Leisure
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North America
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Shutterfly
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2019
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Fund IX
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Opportunistic Buyout
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Media, Telecom, Technology
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North America
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Watches of Switzerland (fka Aurum)
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2013
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Fund VII
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Opportunistic Buyout
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Consumer & Retail
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Western Europe
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Talos Energy
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2012
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Fund VII, ANRP
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Opportunistic Buyout
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Natural Resources
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North America
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Northwoods Energy
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2017
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Fund VIII, ANRP II
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Corporate Carve-Out
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Natural Resources
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North America
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Maxim Crane Works
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2016
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Fund VIII
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Opportunistic Buyout
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Manufacturing & Industrial
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North America
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Sun Country Airlines
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2018
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Fund VIII
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Opportunistic Buyout
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Consumer Services
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North America
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Smart & Final
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2019
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Fund IX
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Opportunistic Buyout
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Consumer & Retail
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North America
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Amissima
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2015
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Fund VIII
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Corporate Carve-Out
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Financial Services
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Western Europe
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Nova KBM
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2016
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Fund VIII
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Opportunistic Buyout
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Financial Services
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Western Europe
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CEC Entertainment
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2014
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Fund VIII
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Opportunistic Buyout
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Leisure
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North America
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Direct ChassisLink
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2019
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Hybrid Value Fund
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Structured Equity
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Manufacturing & Industrial
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North America
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Note:
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The table above includes portfolio companies of Fund VII, Fund VIII, Fund IX, ANRP I, ANRP II and Hybrid Value Fund with a remaining value greater than $250 million, excluding the value associated with any portion of such private equity funds' portfolio company investments held by co-investment vehicles.
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(i) Athene Holding will issue 27,959,184 Class A common shares of Athene Holding (the “AHL Class A Common Shares”) to certain subsidiaries of the Apollo Operating Group in exchange for an issuance by the Apollo Operating Group of 29,154,519 non-voting equity interests of the Apollo Operating Group to Athene Holding and (ii) AGM, through the Apollo Operating Group, will purchase an additional $350 million of AHL Class A Common Shares (the “Share Issuance”);
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Athene Holding has granted to AGM Inc. the right to purchase additional AHL Class A Common Shares from the closing date of the Share Issuance (the “Closing Date”) until 180 days thereafter to the extent the issued and outstanding AHL Class A Common Shares beneficially owned by Apollo and certain of its related parties and employees (collectively, the “Apollo Parties”) (inclusive of AHL Class A Common Shares over which any such persons have a valid proxy) do not equal at least 35% of the issued and outstanding AHL Class A Common Shares, on a fully diluted basis (the “Conditional Right”);
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A representative of the Apollo Operating Group will have the right to purchase up to that number of AHL Class A Common Shares that would increase by up to 5% the percentage of the issued and outstanding AHL Class A Common Shares beneficially owned by the Apollo Parties (inclusive of AHL Class A Common Shares over which any such persons have a valid proxy), calculated on a fully diluted basis (the “Facility Right”, and together with the Share Issuance and the Conditional Right, the “Share Transactions”);
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Athene Holding will make certain amendments to the Twelfth Amended and Restated Bye-laws of Athene Holding (the “Bye-laws”), by way of amending and restating the Bye-laws (the “Thirteenth Amended and Restated Bye-laws”), which include, among other items, the elimination of Athene Holding’s current multi-class share structure.
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on-site visits;
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interviews with management, employees, customers and vendors of the potential portfolio company;
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research relating to the company’s management, industry, markets, products and services, and competitors; and
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background checks.
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investment performance;
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investor perception of investment managers’ drive, focus and alignment of interest;
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quality of service provided to and duration of relationship with investors;
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business reputation; and
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the level of fees and expenses charged for services.
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management fees, which are based generally on the amount of capital committed or invested in our funds;
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in connection with services relating to investments by our funds, fees earned or otherwise collected by one or more services providers affiliated with the Apollo Group;
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performance fees, based on the performance of our funds; and
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investment income from our investments as general partner.
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our AUM to decrease, lowering management fees and other income from our funds;
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increases in costs of financial instruments;
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adverse conditions for the portfolio companies of our funds (e.g., decreased revenues, liquidity pressures, limits on interest deductibility, increased difficulty in obtaining access to financing and complying with the terms of existing financings as well as increased financing costs);
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lower investment returns, reducing performance fees;
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higher interest rates, which could increase the cost of the debt capital our funds use to make investments; and
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material reductions in the value of our fund investments, affecting our ability to realize performance fees from these investments.
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market conditions during previous periods may have been significantly more favorable for generating positive performance, particularly in our private equity business, than the market conditions we may experience in the future;
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our private equity funds’ and certain other funds’ rates of return, which are calculated on the basis of net asset value of the funds’ investments, reflect unrealized gains, which may never be realized;
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our funds’ returns have benefited from investment opportunities and general market conditions that may not repeat themselves, including the availability of debt financing on attractive terms and the availability of distressed debt opportunities, and we may not be able to achieve the same returns or secure the same profitable investment opportunities or deploy capital as quickly;
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the historical returns that we present in this report derive largely from the performance of our existing funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed, which may have little or no realized investment track record and may have lower target returns than our existing funds;
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the attractive returns of certain of our funds have been driven by the rapid return of invested capital, which has not occurred with respect to all of our funds and we believe is less likely to occur in the future;
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in recent years, there has been increased competition for investment opportunities resulting from, among other things, the increased amount of capital invested in private equity funds and high liquidity in debt markets;
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our newly established funds may generate lower returns during the period that they take to deploy their capital; and
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we expect to create new funds in the future that reflect a different asset mix, investment strategy, and/or geographic and industry exposure, as well as target returns and economic terms, compared to our current funds, and any such new funds could have different returns from our existing or previous funds.
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in maintaining adequate financial, regulatory and business controls;
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in implementing new or updated information and financial systems and procedures; and
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in training, managing and appropriately sizing our work force and other components of our businesses in a timely and cost-effective manner.
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The Dodd-Frank Act established the Financial Stability Oversight Council (“FSOC”), which is comprised of representatives of all the major U.S. financial regulators, to act as the financial system’s systemic risk regulator. FSOC has the authority to designate non-bank financial companies as “systemically important” in certain circumstances, including where material financial distress of the company could pose risk to the financial stability of the U.S. Designation as a systemically important non-bank financial company would subject a company to heightened prudential standards and Federal Reserve regulation. In 2016, under the prior administration, the FSOC released an update on its multi-year review of asset management products and activities and created an interagency working group to assess potential risks associated with certain leveraged funds. To date, the FSOC has not designated any investment management firms, including us, as systemically important financial institutions. While we believe it is unlikely that we would be designated as systemically important, if such designation were to occur, we would be subject to significantly increased levels of regulation, including heightened standards relating to capital, leverage, liquidity, risk management, credit exposure reporting and concentration limits, restrictions on acquisitions and being subject to annual stress tests by the Federal Reserve.
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The Dodd-Frank Act requires many private equity and hedge fund advisers to register with the SEC under the Investment Advisers Act, to maintain extensive records and to file reports if deemed necessary for purposes of systemic risk assessment by certain governmental bodies. As described elsewhere in this report, all of the investment advisers of our funds operated in the U.S. are registered as investment advisers either directly or as a “relying advisor” with the SEC.
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The Dodd-Frank Act amends the Exchange Act to compensate and protect whistleblowers who voluntarily provide original information to the SEC and establishes a fund to be used to pay whistleblowers who will be entitled to receive a payment equal to between 10% and 30% of certain monetary sanctions imposed in a successful government action resulting from the information provided by the whistleblower. A similar whistleblower program was also established with the CFTC under the direction of the Dodd-Frank Act. We expect that these whistleblower programs will result in a significant increase in whistleblower claims across our industry, and investigating such claims could generate significant expenses and take up significant management time, even for frivolous and non-meritorious claims.
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investment performance;
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investor liquidity and willingness to invest;
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investor perception of investment managers’ drive, focus and alignment of interest;
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quality of service provided to and duration of relationship with investors;
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business reputation; and
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the level of fees and expenses charged for services.
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fund investors may develop concerns that we will allow a business to grow to the detriment of its performance;
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investors may reduce their investments in our funds or not make additional investments in our funds based upon current market conditions, their available capital or their perception of the health of our businesses;
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the attractiveness of our funds relative to investments in other investment products could change depending on economic and market conditions;
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some of our competitors have greater capital, lower targeted returns or greater sector or investment strategy-specific expertise than we do, which creates competitive disadvantages with respect to investment opportunities;
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some of our competitors may also have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities;
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some of our competitors may perceive risk differently than we do, which could allow them either to outbid us for investments in particular sectors or, generally, to consider a wider variety of investments;
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some of our funds may not perform as well as competitors’ funds or other available investment products;
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our funds’ competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may provide them with a competitive advantage in bidding for an investment;
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our competitors have instituted or may institute low cost, high speed financial applications and services based on artificial intelligence and new competitors may enter the investment management space using new investment platforms based on artificial intelligence;
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developments in financial technology (or fintech), such as a distributed ledger technology (or blockchain), have the potential to disrupt the financial industry and change the way financial institutions, as well as investment managers, do business, and could exacerbate these competitive pressures;
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some fund investors may prefer to invest with an investment manager that is not publicly traded;
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the successful efforts of new entrants into our various businesses, including former “star” portfolio managers at large diversified financial institutions as well as such institutions themselves, may result in increased competition;
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there are relatively few barriers to entry impeding other alternative investment management firms from implementing an integrated platform similar to ours or the strategies that we deploy at our funds, such as distressed investing, which we believe are competitive strengths of ours; and
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other industry participants continuously seek to recruit our investment professionals away from us.
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the diversion of management’s attention from our core businesses;
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the disruption of our ongoing businesses;
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entry into markets or businesses in which we may have limited or no experience;
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increasing demands on our operational systems and infrastructure;
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potential increase in investor concentration; and
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the broadening of our geographic footprint, increasing the risks associated with conducting operations in foreign jurisdictions (including regulatory, tax, legal and reputational consequences).
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give rise to an obligation to make mandatory prepayments of debt using excess cash flow, which might limit the entity’s ability to respond to changing industry conditions to the extent additional cash is needed for the response, to make unplanned but necessary capital expenditures or to take advantage of growth opportunities;
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allow even moderate reductions in operating cash flow to render it unable to service its indebtedness, leading to a bankruptcy or other reorganization of the entity and a loss of part or all of the equity investment in it;
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limit the entity’s ability to adjust to changing market conditions, thereby placing it at a competitive disadvantage compared to its competitors who have relatively less debt;
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limit the entity’s ability to engage in strategic acquisitions that might be necessary to generate attractive returns or further growth; and
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limit the entity’s ability to obtain additional financing or increase the cost of obtaining such financing, including for capital expenditures, working capital or general corporate purposes.
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Ownership of infrastructure assets may also present additional risk of liability for personal and property injury or impose significant operating challenges and costs with respect to, for example, compliance with zoning, environmental, anti-financial fraud or other applicable laws.
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Infrastructure asset investments may face construction risks including, without limitation: (a) labor disputes, shortages of material and skilled labor, or work stoppages, (b) slower than projected construction progress and the unavailability or late delivery of necessary equipment, (c) less than optimal coordination with public utilities in the relocation of their facilities, (d) adverse weather conditions and unexpected construction conditions, (e) accidents or the breakdown or failure of construction equipment or processes; and (f) catastrophic events such as explosions, fires, terrorist activities and other similar events. These risks could result in substantial unanticipated delays or expenses (which may exceed expected or forecasted budgets) and, under certain circumstances, could prevent completion of construction activities once undertaken. Certain infrastructure asset investments may remain in construction phases for a prolonged period and, accordingly, may not be cash generative for a prolonged period. Recourse against the contractor may be subject to liability caps or may be subject to default or insolvency on the part of the contractor.
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The operation of infrastructure assets is exposed to potential unplanned interruptions caused by significant catastrophic or force majeure events. These risks could, among other effects, adversely impact the cash flows available from investments in infrastructure assets, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost of repairing or replacing damaged assets could be considerable. Repeated or prolonged service interruptions may result in permanent loss of customers, litigation, or penalties for regulatory or contractual noncompliance. Force majeure events that are incapable of, or too costly to, cure may also have a permanent adverse effect on an investment.
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The management of the business or operations of an infrastructure asset may be contracted to a third-party management company unaffiliated with us. Although it would be possible to replace any such operator, the failure of such an operator to adequately perform its duties or to act in ways that are in our or our funds’ best interest, or the breach by an operator of applicable agreements or laws, rules and regulations, could have an adverse effect on the investment’s financial condition or results of operations. Infrastructure investments may involve the subcontracting of design and construction activities in respect of projects, and as a result our investments are subject to the risks that contractual provisions passing liabilities to a subcontractor could be ineffective, the subcontractor fails to perform services which it has agreed to perform and the subcontractor becomes insolvent.
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Generally, there may be few limitations on the execution of these funds’ investment strategies, which are in many cases subject to the sole discretion of the management company or the general partner of such funds, or there may be numerous investment limitations or restrictions that require monitoring, compliance and maintenance.
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While we monitor the concentration of the portfolios of our credit funds, concentration in any one borrower or other issuer, product category, industry, region or country may arise from time to time.
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Given the flexibility and overlapping nature of the mandates and investment strategies of our credit funds, situations arise where certain of these funds hold (including outright positions in issuers and exposure to such issuers derived through any synthetic and/or derivative instrument) in multiple tranches of securities of an issuer (or other interests of an issuer) or multiple funds having interests in the same tranche of an issuer.
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Certain of these funds may engage in short-selling, which is subject to a theoretically unlimited risk of loss.
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These funds are exposed to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the fund to suffer a loss.
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Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their respective liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions.
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The efficacy of the investment and trading strategies of certain credit funds may depend largely on the ability to establish and maintain an overall market position in a combination of different financial instruments, which can be difficult to execute.
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These funds may make investments or hold trading positions in markets that are volatile and which are or may become illiquid.
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Certain of these funds may seek to originate loans, including, but not limited to, secured and unsecured notes, senior and second lien loans, mezzanine loans, and other similar investments which are or may become illiquid.
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These funds’ investments are subject to risks relating to investments in commodities, swaps, futures, options and other derivatives, the prices of which are highly volatile and may be subject to a theoretically unlimited risk of loss in certain circumstances.
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variations in our quarterly operating results or dividends, which variations we expect will be substantial;
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our policy of taking a long-term perspective on making investment, operational and strategic decisions, which is expected to result in significant and unpredictable variations in our quarterly returns;
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our creditworthiness, results of operations and financial condition;
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the credit ratings of the Preferred shares;
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the prevailing interest rates or rates of return being paid by other companies similar to us and the market for similar securities;
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failure to meet analysts’ earnings estimates;
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publication of research reports about us or the investment management industry or the failure of securities analysts to cover our Class A shares and our Preferred shares;
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additions or departures of our Managing Partners and other key management personnel;
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•
|
adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
|
•
|
actions by stockholders;
|
•
|
changes in market valuations of similar companies;
|
•
|
speculation in the press or investment community;
|
•
|
changes or proposed changes in laws or regulations or differing interpretations thereof affecting our businesses or enforcement of these laws and regulations, or announcements relating to these matters;
|
•
|
a lack of liquidity in the trading of our Class A shares and our Preferred shares;
|
•
|
adverse publicity about the investment management industry generally or individual scandals, specifically;
|
•
|
a breach of our computer systems, software or networks, or misappropriation of our proprietary information;
|
•
|
the fact that we do not provide comprehensive guidance regarding our expected quarterly and annual revenues, earnings and cash flow; and
|
•
|
economic, financial, geopolitical, regulatory or judicial events or conditions that affect us or the financial markets.
|
•
|
permitting our board of directors to issue one or more series of preferred stock, which could be issued by our board of directors to thwart a takeover attempt;
|
•
|
requiring advance notice for stockholder proposals and nominations if they are ever permitted by applicable law; and
|
•
|
placing limitations on convening stockholder meetings.
|
•
|
the entry into a debt financing arrangement by us in an amount in excess of 10% of our then existing long-term indebtedness (other than the entry into certain intercompany debt financing arrangements);
|
•
|
the issuance by us or our subsidiaries of any securities that would (i) represent, after such issuance, or upon conversion, exchange or exercise, as the case may be, at least 5% on a fully diluted, as converted, exchanged or exercised basis, of any class of our or their equity securities or (ii) have designations, preferences, rights, priorities or powers that are more favorable than those of the Class A shares;
|
•
|
the adoption by us of a stockholder rights plan;
|
•
|
the amendment of our Certificate of Incorporation or our Bylaws;
|
•
|
the exchange or disposition of all or substantially all of our assets in a single transaction or a series of related transactions;
|
•
|
the merger, sale or other combination of the Company with or into any other person;
|
•
|
the transfer, mortgage, pledge, hypothecation or grant of a security interest in all or substantially all of the assets of the Company and its subsidiaries;
|
•
|
the removal of an executive officer;
|
•
|
the liquidation or dissolution of us; and
|
•
|
the sale or other disposition of the Apollo Operating Group and/or its subsidiaries or any portion thereof, through a merger, recapitalization, stock sale, asset sale or otherwise, to an unaffiliated third party, or a borrowing to finance a direct or indirect distribution to BRH Holdings GP, Ltd. (“BRH”), in each case subject to certain exceptions.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
•
|
First, we will cause one or more entities in the Apollo Operating Group to make a distribution to all of its partners or members (as applicable), including our wholly-owned subsidiaries APO Corp., APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO UK (FC), Limited and APO (FC III), LLC (as applicable), and Holdings, on a pro rata basis;
|
•
|
Second, we will cause our intermediate holding companies, APO Corp., APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO UK (FC), Limited and APO (FC III), LLC (as applicable), to distribute to us, from their net after-tax proceeds, amounts equal to the aggregate dividend we have declared; and
|
•
|
Third, we will distribute the proceeds received by us to our Class A stockholders on a pro rata basis.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017(1)
|
|
2016(1)
|
|
2015(1)
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Management fees
|
$
|
1,575,814
|
|
|
$
|
1,345,252
|
|
|
$
|
1,154,925
|
|
|
$
|
1,043,513
|
|
|
$
|
930,194
|
|
Advisory and transaction fees, net
|
123,644
|
|
|
112,278
|
|
|
117,624
|
|
|
146,665
|
|
|
14,186
|
|
|||||
Investment income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance allocations
|
1,057,139
|
|
|
(400,305
|
)
|
|
1,306,193
|
|
|
712,865
|
|
|
45,079
|
|
|||||
Principal investment income
|
166,527
|
|
|
5,122
|
|
|
161,630
|
|
|
103,178
|
|
|
14,855
|
|
|||||
Total investment income (loss)
|
1,223,666
|
|
|
(395,183
|
)
|
|
1,467,823
|
|
|
816,043
|
|
|
59,934
|
|
|||||
Incentive fees
|
8,725
|
|
|
30,718
|
|
|
31,431
|
|
|
67,341
|
|
|
52,211
|
|
|||||
Total Revenues
|
2,931,849
|
|
|
1,093,065
|
|
|
2,771,803
|
|
|
2,073,562
|
|
|
1,056,525
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
||||||||||
Salary, bonus and benefits
|
514,513
|
|
|
459,604
|
|
|
428,882
|
|
|
389,130
|
|
|
354,524
|
|
|||||
Equity-based compensation
|
189,648
|
|
|
173,228
|
|
|
91,450
|
|
|
102,983
|
|
|
97,676
|
|
|||||
Profit sharing expense
|
556,926
|
|
|
(57,833
|
)
|
|
515,073
|
|
|
357,074
|
|
|
85,229
|
|
|||||
Total compensation and benefits
|
1,261,087
|
|
|
574,999
|
|
|
1,035,405
|
|
|
849,187
|
|
|
537,429
|
|
|||||
Interest expense
|
98,369
|
|
|
59,374
|
|
|
52,873
|
|
|
43,482
|
|
|
30,071
|
|
|||||
General, administrative and other
|
330,342
|
|
|
266,444
|
|
|
257,858
|
|
|
247,000
|
|
|
255,061
|
|
|||||
Placement fees
|
1,482
|
|
|
2,122
|
|
|
13,913
|
|
|
26,249
|
|
|
8,414
|
|
|||||
Total Expenses
|
1,691,280
|
|
|
902,939
|
|
|
1,360,049
|
|
|
1,165,918
|
|
|
830,975
|
|
|||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net gains (losses) from investment activities
|
138,154
|
|
|
(186,449
|
)
|
|
95,104
|
|
|
139,721
|
|
|
121,723
|
|
|||||
Net gains from investment activities of consolidated variable interest entities
|
39,911
|
|
|
45,112
|
|
|
10,665
|
|
|
5,015
|
|
|
19,050
|
|
|||||
Interest income
|
35,522
|
|
|
20,654
|
|
|
6,421
|
|
|
4,072
|
|
|
3,232
|
|
|||||
Other income (loss), net
|
(46,307
|
)
|
|
35,829
|
|
|
245,640
|
|
|
4,562
|
|
|
7,673
|
|
|||||
Total Other Income (Loss)
|
167,280
|
|
|
(84,854
|
)
|
|
357,830
|
|
|
153,370
|
|
|
151,678
|
|
|||||
Income before income tax (provision) benefit
|
1,407,849
|
|
|
105,272
|
|
|
1,769,584
|
|
|
1,061,014
|
|
|
377,228
|
|
|||||
Income tax (provision) benefit
|
128,994
|
|
|
(86,021
|
)
|
|
(325,945
|
)
|
|
(90,707
|
)
|
|
(26,733
|
)
|
|||||
Net Income
|
1,536,843
|
|
|
19,251
|
|
|
1,443,639
|
|
|
970,307
|
|
|
350,495
|
|
|||||
Net income attributable to Non-Controlling Interests
|
(693,650
|
)
|
|
(29,627
|
)
|
|
(814,535
|
)
|
|
(567,457
|
)
|
|
(215,998
|
)
|
|||||
Net Income (Loss) Attributable to Apollo Global Management, Inc.
|
843,193
|
|
|
(10,376
|
)
|
|
629,104
|
|
|
402,850
|
|
|
134,497
|
|
|||||
Series A Preferred Stock Dividends
|
(17,531
|
)
|
|
(17,531
|
)
|
|
(13,538
|
)
|
|
—
|
|
|
—
|
|
|||||
Series B Preferred Stock Dividends
|
(19,125
|
)
|
|
(14,131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders
|
$
|
806,537
|
|
|
$
|
(42,038
|
)
|
|
$
|
615,566
|
|
|
$
|
402,850
|
|
|
$
|
134,497
|
|
Net Income (Loss) Available to Class A Common Stock – Basic
|
$
|
3.72
|
|
|
$
|
(0.30
|
)
|
|
$
|
3.12
|
|
|
$
|
2.11
|
|
|
$
|
0.61
|
|
Net Income (Loss) Available to Class A Common Stock – Diluted
|
$
|
3.71
|
|
|
$
|
(0.30
|
)
|
|
$
|
3.10
|
|
|
$
|
2.11
|
|
|
$
|
0.61
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017(1)
|
|
2016(1)
|
|
2015(1)
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Statement of Financial Condition Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
8,542,117
|
|
|
$
|
5,991,654
|
|
|
$
|
6,991,070
|
|
|
$
|
5,629,553
|
|
|
$
|
4,559,808
|
|
Debt (excluding obligations of consolidated variable interest entities)
|
2,650,600
|
|
|
1,360,448
|
|
|
1,362,402
|
|
|
1,352,447
|
|
|
1,025,255
|
|
|||||
Debt obligations of consolidated variable interest entities
|
850,147
|
|
|
855,461
|
|
|
1,002,063
|
|
|
786,545
|
|
|
801,270
|
|
|||||
Total stockholders’ equity
|
3,038,127
|
|
|
2,451,840
|
|
|
2,897,796
|
|
|
1,867,528
|
|
|
1,388,981
|
|
|||||
Total Non-Controlling Interests
|
1,185,905
|
|
|
1,075,644
|
|
|
1,434,870
|
|
|
1,032,412
|
|
|
739,476
|
|
(1)
|
Apollo adopted new revenue recognition accounting guidance during the year ended December 31, 2018 on a modified retrospective basis. The adoption did not impact periods prior to 2018. However, in conjunction with the adoption of the new revenue recognition accounting guidance, the Company implemented a change in accounting principle for performance allocations on a full retrospective basis which did impact presentation of various line items within the statements of operations and financial condition in all periods presented. See note 2 to the consolidated financial statements for details regarding the Company’s adoption of the new revenue recognition accounting guidance and change in accounting principle.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(i)
|
Credit—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed instruments across the capital structure;
|
(ii)
|
Private equity—primarily invests in control equity and related debt instruments, convertible securities and distressed debt instruments; and
|
(iii)
|
Real assets—primarily invests in (i) real estate equity and infrastructure equity for the acquisition and recapitalization of real estate and infrastructure assets, portfolios, platforms and operating companies, (ii) real estate and infrastructure debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities and (iii) European performing and non-performing loans, and unsecured consumer loans.
|
(1)
|
As of February 18, 2020, the Class A shares represented 56.9% of the total voting power of the Class A shares and the Class B share with respect to the limited matters upon which they are entitled to vote pursuant to the certificate of incorporation of AGM Inc. (“COI”).
|
(2)
|
Our Managing Partners own BRH Holdings GP, Ltd., which in turn holds our only outstanding Class B share. As of February 18, 2020, the Class B share represented 43.1% of the total voting power of the Class A shares and the Class B share with respect to the limited matters upon which they are entitled to vote and a de minimis economic interest in AGM Inc.
|
(3)
|
Through BRH Holdings, L.P., our Managing Partners indirectly beneficially own through estate planning vehicles, limited partner interests in Holdings. Our Managing Partners’ economic interests are represented by their indirect beneficial ownership, through Holdings, of 39.0% of the limited partner interests in the Apollo Operating Group.
|
(4)
|
Holdings owns 43.1% of the limited partner or limited liability company interests in each Apollo Operating Group entity. The AOG Units held by Holdings are exchangeable for Class A shares. Our Managing Partners, through their interests in BRH and Holdings, beneficially own 39.0% of the AOG Units. Our Contributing Partners, through their interests in Holdings, beneficially own 4.1% of the AOG Units.
|
(5)
|
BRH Holdings GP, Ltd. is the sole member of AGM Management, LLC, our Former Manager. In connection with the Conversion, AGM Management, LLC was granted one issued and outstanding Class C share, which bestows to its holder certain management rights over AGM Inc. Except as required by the General Corporation Law of the State of Delaware (“DGCL”) or as expressly otherwise provided in the COI, for so long as certain conditions are satisfied (as set forth in the COI), the exclusive voting power for all purposes relating to holders of capital stock is vested in the holder of the Class C share.
|
(6)
|
Represents 56.9% of the limited partner or limited liability company interests in each Apollo Operating Group entity, held through the intermediate holding companies. AGM Inc. also indirectly owns 100% of the general partner interests in each Apollo Operating Group entity.
|
•
|
Historically, we were a holding company that was qualified as a partnership for U.S. federal income tax purposes. Our intermediate holding companies enabled us to maintain our partnership status and to meet the qualifying income exception. Effective September 5, 2019, Apollo Global Management, LLC converted from a Delaware limited liability company to a Delaware corporation named Apollo Global Management, Inc.
|
•
|
We have historically used multiple management companies to segregate operations for business, financial and other reasons. Going forward, we may increase or decrease the number of our management companies, partnerships or other entities within the Apollo Operating Group based on our views regarding the appropriate balance between (a) administrative convenience and (b) continued business, financial, tax and other optimization.
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||||||||
Fee-Generating AUM
|
$
|
172,893
|
|
|
$
|
43,826
|
|
|
$
|
29,727
|
|
|
$
|
246,446
|
|
|
$
|
144,071
|
|
|
$
|
46,633
|
|
|
$
|
23,663
|
|
|
$
|
214,367
|
|
Non-Fee-Generating AUM
|
42,637
|
|
|
32,962
|
|
|
9,060
|
|
|
84,659
|
|
|
30,307
|
|
|
28,453
|
|
|
7,132
|
|
|
65,892
|
|
||||||||
Total AUM
|
$
|
215,530
|
|
|
$
|
76,788
|
|
|
$
|
38,787
|
|
|
$
|
331,105
|
|
|
$
|
174,378
|
|
|
$
|
75,086
|
|
|
$
|
30,795
|
|
|
$
|
280,259
|
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
|
(in millions)
|
||||||
Credit
|
$
|
10,898
|
|
|
$
|
8,725
|
|
Private Equity
|
9,441
|
|
|
10,555
|
|
||
Real Assets
|
2,208
|
|
|
2,097
|
|
||
Total AUM with Future Management Fee Potential
|
$
|
22,547
|
|
|
$
|
21,377
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||||||||
Performance Fee-Generating AUM(1)
|
$
|
38,560
|
|
|
$
|
22,907
|
|
|
$
|
5,179
|
|
|
$
|
66,646
|
|
|
$
|
23,574
|
|
|
$
|
22,974
|
|
|
$
|
2,019
|
|
|
$
|
48,567
|
|
AUM Not Currently Generating Performance Fees
|
12,514
|
|
|
8,112
|
|
|
589
|
|
|
21,215
|
|
|
17,857
|
|
|
3,850
|
|
|
2,662
|
|
|
24,369
|
|
||||||||
Uninvested Performance Fee-Eligible AUM
|
9,919
|
|
|
30,084
|
|
|
4,676
|
|
|
44,679
|
|
|
8,483
|
|
|
35,749
|
|
|
4,659
|
|
|
48,891
|
|
||||||||
Total Performance Fee-Eligible AUM
|
$
|
60,993
|
|
|
$
|
61,103
|
|
|
$
|
10,444
|
|
|
$
|
132,540
|
|
|
$
|
49,914
|
|
|
$
|
62,573
|
|
|
$
|
9,340
|
|
|
$
|
121,827
|
|
(1)
|
Performance Fee-Generating AUM of $3.2 billion and $0.2 billion as of December 31, 2019 and December 31, 2018, respectively, are above the applicable hurdle rates or preferred returns, but in accordance with the adoption of the revenue recognition standard effective January 1, 2018, recognition of performance fees associated with such Performance Fee-Generating AUM have been deferred to future periods when the fees are probable to not be significantly reversed.
|
Strategy / Fund
|
|
Invested AUM Not Currently Generating Performance Fees
|
|
Investment Period Active > 24 Months
|
|
Appreciation Required to Achieve Performance Fees(1)
|
||||
|
|
(in millions)
|
|
|
||||||
Credit:
|
|
|
|
|
|
|
||||
Corporate Credit
|
|
$
|
5,406
|
|
|
$
|
5,377
|
|
|
3%
|
Structured Credit
|
|
636
|
|
|
636
|
|
|
18%
|
||
Direct Origination
|
|
278
|
|
|
—
|
|
|
N/A
|
||
Advisory and Other
|
|
6,194
|
|
|
—
|
|
|
N/A
|
||
Total Credit
|
|
12,514
|
|
|
6,013
|
|
|
4%
|
||
Private Equity:
|
|
|
|
|
|
|
||||
ANRP I
|
|
282
|
|
|
282
|
|
|
129%
|
||
Hybrid Capital
|
|
2,344
|
|
|
1,612
|
|
|
102%
|
||
Other PE
|
|
5,486
|
|
|
147
|
|
|
105%
|
||
Total Private Equity
|
|
8,112
|
|
|
2,041
|
|
|
106%
|
||
Real Assets:
|
|
|
|
|
|
|
||||
Total Real Assets
|
|
589
|
|
|
372
|
|
|
> 250bps
|
||
Total
|
|
$
|
21,215
|
|
|
$
|
8,426
|
|
|
|
(1)
|
All investors in a given fund are considered in aggregate when calculating the appreciation required to achieve performance fees presented above. Appreciation required to achieve performance fees may vary by individual investor. Funds with an investment period less than 24 months are “N/A”.
|
|
As of December 31, 2019
|
||||||||||||||
|
Credit
|
|
Private
Equity
|
|
Real
Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
3,921
|
|
|
$
|
26,849
|
|
|
$
|
4,932
|
|
|
$
|
35,702
|
|
Fee-Generating AUM based on invested capital
|
1,372
|
|
|
15,743
|
|
|
2,273
|
|
|
19,388
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
144,028
|
|
|
814
|
|
|
21,403
|
|
|
166,245
|
|
||||
Fee-Generating AUM based on NAV
|
23,572
|
|
|
420
|
|
|
1,119
|
|
|
25,111
|
|
||||
Total Fee-Generating AUM
|
$
|
172,893
|
|
|
$
|
43,826
|
|
(1)
|
$
|
29,727
|
|
|
$
|
246,446
|
|
(1)
|
The weighted average remaining life of the traditional private equity funds as of December 31, 2019 was 80 months.
|
|
As of December 31, 2018
|
||||||||||||||
|
Credit
|
|
Private
Equity
|
|
Real Assets
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Fee-Generating AUM based on capital commitments
|
$
|
3,403
|
|
|
$
|
26,849
|
|
|
$
|
5,419
|
|
|
$
|
35,671
|
|
Fee-Generating AUM based on invested capital
|
1,020
|
|
|
18,601
|
|
|
6,659
|
|
|
26,280
|
|
||||
Fee-Generating AUM based on gross/adjusted assets
|
119,525
|
|
|
776
|
|
|
11,435
|
|
|
131,736
|
|
||||
Fee-Generating AUM based on NAV
|
20,123
|
|
|
407
|
|
|
150
|
|
|
20,680
|
|
||||
Total Fee-Generating AUM
|
$
|
144,071
|
|
|
$
|
46,633
|
|
(1)
|
$
|
23,663
|
|
|
$
|
214,367
|
|
(1)
|
The weighted average remaining life of the traditional private equity funds as of December 31, 2018 was 89 months.
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||
|
As of
December 31, |
|
As of
December 31,
|
|
As of
December 31, |
|
As of
December 31,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Corporate Credit
|
$
|
110,659
|
|
|
$
|
98,188
|
|
|
$
|
92,601
|
|
|
$
|
82,812
|
|
Structured Credit
|
52,735
|
|
|
42,693
|
|
|
45,453
|
|
|
37,932
|
|
||||
Direct Origination
|
24,234
|
|
|
16,715
|
|
|
22,031
|
|
|
14,395
|
|
||||
Advisory and Other
|
27,902
|
|
|
16,782
|
|
|
12,808
|
|
|
8,932
|
|
||||
Total
|
$
|
215,530
|
|
|
$
|
174,378
|
|
|
$
|
172,893
|
|
|
$
|
144,071
|
|
|
As of December 31, 2019
|
(1)
|
||
|
(in millions)
|
|
||
Core Assets
|
$
|
32,346
|
|
|
Core Plus Assets
|
30,132
|
|
|
|
Yield Assets
|
48,552
|
|
|
|
High Alpha
|
5,051
|
|
|
|
Cash, Treasuries, Equity and Alternatives
|
14,220
|
|
|
|
Total
|
$
|
130,301
|
|
|
(1)
|
Includes $10.0 billion of gross assets related to ACRA Re Ltd. and $2.6 billion of unfunded commitments related to Apollo/Athene Dedicated Investment Program (“ADIP”).
|
|
As of
December 31, |
|
As of
December 31,
|
||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Sub-Advised AUM
|
$
|
3,877
|
|
|
$
|
3,032
|
|
Non-Sub-Advised AUM
|
10,019
|
|
|
4,952
|
|
||
Total AUM
|
$
|
13,896
|
|
|
$
|
7,984
|
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||
|
As of
December 31, |
|
As of
December 31,
|
|
As of
December 31, |
|
As of
December 31,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Private Equity Funds
|
$
|
62,139
|
|
|
$
|
60,680
|
|
|
$
|
36,947
|
|
|
$
|
39,519
|
|
Hybrid Capital
|
9,113
|
|
|
8,886
|
|
|
2,961
|
|
|
3,025
|
|
||||
Natural Resources
|
5,536
|
|
|
5,520
|
|
|
3,918
|
|
|
4,089
|
|
||||
Total
|
$
|
76,788
|
|
|
$
|
75,086
|
|
|
$
|
43,826
|
|
|
$
|
46,633
|
|
|
Total AUM
|
|
Fee-Generating AUM
|
||||||||||||
|
As of
December 31, |
|
As of
December 31,
|
|
As of
December 31, |
|
As of
December 31,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Real Estate
|
$
|
29,401
|
|
|
$
|
21,971
|
|
|
$
|
22,890
|
|
|
$
|
16,873
|
|
Principal Finance
|
7,181
|
|
|
7,050
|
|
|
5,102
|
|
|
5,468
|
|
||||
Infrastructure
|
2,205
|
|
|
1,774
|
|
|
1,735
|
|
|
1,322
|
|
||||
Total
|
$
|
38,787
|
|
|
$
|
30,795
|
|
|
$
|
29,727
|
|
|
$
|
23,663
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Change in Total AUM(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning of Period
|
$
|
174,378
|
|
|
$
|
75,086
|
|
|
$
|
30,795
|
|
|
$
|
280,259
|
|
|
$
|
144,807
|
|
|
$
|
80,694
|
|
|
$
|
23,427
|
|
|
$
|
248,928
|
|
Inflows
|
51,104
|
|
|
3,779
|
|
|
8,682
|
|
|
63,565
|
|
|
46,799
|
|
|
6,252
|
|
|
9,437
|
|
|
62,488
|
|
||||||||
Outflows(2)
|
(10,942
|
)
|
|
(169
|
)
|
|
(399
|
)
|
|
(11,510
|
)
|
|
(14,233
|
)
|
|
(260
|
)
|
|
—
|
|
|
(14,493
|
)
|
||||||||
Net Flows
|
40,162
|
|
|
3,610
|
|
|
8,283
|
|
|
52,055
|
|
|
32,566
|
|
|
5,992
|
|
|
9,437
|
|
|
47,995
|
|
||||||||
Realizations
|
(2,111
|
)
|
|
(7,275
|
)
|
|
(2,056
|
)
|
|
(11,442
|
)
|
|
(2,533
|
)
|
|
(6,242
|
)
|
|
(2,279
|
)
|
|
(11,054
|
)
|
||||||||
Market Activity(3)
|
3,101
|
|
|
5,367
|
|
|
1,765
|
|
|
10,233
|
|
|
(462
|
)
|
|
(5,358
|
)
|
|
210
|
|
|
(5,610
|
)
|
||||||||
End of Period
|
$
|
215,530
|
|
|
$
|
76,788
|
|
|
$
|
38,787
|
|
|
$
|
331,105
|
|
|
$
|
174,378
|
|
|
$
|
75,086
|
|
|
$
|
30,795
|
|
|
$
|
280,259
|
|
(1)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
|
(2)
|
Outflows for Total AUM include redemptions of $2.9 billion and $2.0 billion during the years ended December 31, 2019 and 2018, respectively.
|
(3)
|
Includes foreign exchange impacts of $(251.6) million, $(44.0) million and $60.8 million for credit, private equity and real assets, respectively, during the year ended December 31, 2019, and foreign exchange impacts of $(1.4) billion, $(100.0) million and $(69.4) million for credit, private equity and real assets, respectively, during the year ended December 31, 2018.
|
•
|
a $40.2 billion increase related to funds we manage in the credit segment primarily consisting of (i) an increase in AUM relating to Athene of $26.0 billion as a result of portfolio company activity, (ii) an increase in AUM in the advisory and other category as a result of the acquisition of Aspen Insurance Holdings Limited and Athora’s acquisition of Generali Belgium, which added approximately $7.5 billion and $6.5 billion of AUM, respectively, and (iii) subscriptions across the corporate credit funds we manage and capital raised for Apollo/Athene Dedicated Investment Program (“ADIP”) of $5.4 billion and $2.8 billion, respectively; these increases were offset by net segment transfers of $10.6 billion;
|
•
|
an $8.3 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $5.8 billion and an increase in leverage of $1.7 billion related to the real estate funds we manage; and
|
•
|
a $3.6 billion increase related to funds we manage in the private equity segment consisting of subscriptions of $3.0 billion primarily related to certain traditional private equity fund co-investments and certain hybrid capital funds of $1.4 billion and $1.0 billion, respectively.
|
•
|
$7.3 billion related to funds we manage in the private equity segment primarily consisting of distributions of $3.5 billion, $1.1 billion and $0.7 billion from Fund VIII, Fund VI and certain hybrid capital funds, respectively;
|
•
|
$2.1 billion related to funds we manage in the credit segment primarily consisting of distributions from the structured credit and corporate credit funds; and
|
•
|
$2.1 billion related to funds we manage in the real assets segment primarily consisting of distributions from the real estate and principal finance funds.
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Change in Fee-Generating AUM(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Beginning of Period
|
$
|
144,071
|
|
|
$
|
46,633
|
|
|
$
|
23,663
|
|
|
$
|
214,367
|
|
|
$
|
116,352
|
|
|
$
|
34,063
|
|
|
$
|
18,550
|
|
|
$
|
168,965
|
|
Inflows
|
39,968
|
|
|
1,677
|
|
|
7,098
|
|
|
48,743
|
|
|
43,755
|
|
|
25,676
|
|
|
7,668
|
|
|
77,099
|
|
||||||||
Outflows(2)
|
(12,703
|
)
|
|
(2,955
|
)
|
|
(761
|
)
|
|
(16,419
|
)
|
|
(14,351
|
)
|
|
(12,098
|
)
|
|
(792
|
)
|
|
(27,241
|
)
|
||||||||
Net Flows
|
27,265
|
|
|
(1,278
|
)
|
|
6,337
|
|
|
32,324
|
|
|
29,404
|
|
|
13,578
|
|
|
6,876
|
|
|
49,858
|
|
||||||||
Realizations
|
(854
|
)
|
|
(1,739
|
)
|
|
(628
|
)
|
|
(3,221
|
)
|
|
(1,475
|
)
|
|
(1,005
|
)
|
|
(1,853
|
)
|
|
(4,333
|
)
|
||||||||
Market Activity(3)
|
2,411
|
|
|
210
|
|
|
355
|
|
|
2,976
|
|
|
(210
|
)
|
|
(3
|
)
|
|
90
|
|
|
(123
|
)
|
||||||||
End of Period
|
$
|
172,893
|
|
|
$
|
43,826
|
|
|
$
|
29,727
|
|
|
$
|
246,446
|
|
|
$
|
144,071
|
|
|
$
|
46,633
|
|
|
$
|
23,663
|
|
|
$
|
214,367
|
|
(1)
|
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
|
(2)
|
Outflows for Fee-Generating AUM include redemptions of $2.9 billion and $2.0 billion during the years ended December 31, 2019 and 2018, respectively.
|
(3)
|
Includes foreign exchange impacts of $(27.9) million, $3.7 million and $(27.2) million for credit, private equity and real assets, respectively, during the year ended December 31, 2019, and foreign exchange impacts of $(748.2) million, $(19.0) million and $(124.9) million for credit, private equity and real assets, respectively, during the year ended December 31, 2018.
|
•
|
a $27.3 billion increase related to funds we manage in the credit segment primarily consisting of (i) an increase in AUM relating to Athene of $26.0 billion as a result of portfolio company activity, (ii) an increase in AUM in advisory and other as a result of Athora’s acquisition of Generali Belgium, which added approximately $6.5 billion of AUM and (iii) an increase relating to fee-generating capital deployment of $4.4 billion; these increases were partially offset by net segment transfers of $11.3 billion and fee-generating capital reduction of $2.3 billion;
|
•
|
a $6.3 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $5.8 billion and $0.6 billion of fee-generating capital deployment, primarily related to certain infrastructure funds; and
|
•
|
a $1.3 billion decrease related to funds we manage in the private equity segment primarily consisting of a fee-generating capital reduction of $2.0 billion, partially offset by fee-generating capital deployment of $1.0 billion.
|
•
|
a $2.4 billion increase related to funds we manage in the credit segment as a result of appreciation across the corporate credit funds we manage.
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in millions)
|
||||||||||
Credit
|
|
$
|
5,224
|
|
|
$
|
2,864
|
|
|
3,906
|
|
|
Private Equity
|
|
8,081
|
|
|
6,039
|
|
|
6,904
|
|
|||
Real Assets
|
|
2,189
|
|
|
2,399
|
|
|
850
|
|
|||
Total capital deployed
|
|
$
|
15,494
|
|
|
$
|
11,302
|
|
|
$
|
11,660
|
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
|
(in millions)
|
||||||
Credit
|
$
|
11,591
|
|
|
$
|
8,066
|
|
Private Equity
|
36,346
|
|
|
41,585
|
|
||
Real Assets
|
5,736
|
|
|
5,980
|
|
||
Total uncalled commitments(1)
|
$
|
53,673
|
|
|
$
|
55,631
|
|
(1)
|
As of December 31, 2019 and December 31, 2018, $46.4 billion and $48.5 billion, respectively, represented the amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements of the funds, partnerships and accounts we manage. These amounts exclude uncalled commitments which can only be called for fund fees and expenses.
|
($ in millions)
|
Vintage
Year |
|
Total AUM
|
|
Committed
Capital |
|
Total Invested Capital
|
|
Realized Value
|
|
Remaining Cost
|
|
Unrealized Value
|
|
Total Value
|
|
Gross
IRR |
|
Net
IRR |
|
||||||||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fund IX
|
2018
|
|
$
|
24,789
|
|
|
$
|
24,729
|
|
|
$
|
3,732
|
|
|
$
|
46
|
|
|
$
|
3,732
|
|
|
$
|
3,865
|
|
|
$
|
3,911
|
|
|
NM
|
|
(1)
|
NM
|
|
(1)
|
Fund VIII
|
2013
|
|
19,953
|
|
|
18,377
|
|
|
15,821
|
|
|
8,730
|
|
|
11,828
|
|
|
16,518
|
|
|
25,248
|
|
|
19
|
%
|
|
13
|
%
|
|
|||||||
Fund VII
|
2008
|
|
3,805
|
|
|
14,677
|
|
|
16,461
|
|
|
31,260
|
|
|
2,739
|
|
|
1,824
|
|
|
33,084
|
|
|
33
|
|
|
25
|
|
|
|||||||
Fund VI
|
2006
|
|
648
|
|
|
10,136
|
|
|
12,457
|
|
|
21,126
|
|
|
405
|
|
|
9
|
|
|
21,135
|
|
|
12
|
|
|
9
|
|
|
|||||||
Fund V
|
2001
|
|
261
|
|
|
3,742
|
|
|
5,192
|
|
|
12,721
|
|
|
120
|
|
|
2
|
|
|
12,723
|
|
|
61
|
|
|
44
|
|
|
|||||||
Fund I, II, III, IV & MIA(2)
|
Various
|
|
13
|
|
|
7,320
|
|
|
8,753
|
|
|
17,400
|
|
|
—
|
|
|
—
|
|
|
17,400
|
|
|
39
|
|
|
26
|
|
|
|||||||
Traditional Private Equity Funds(3)
|
|
|
$
|
49,469
|
|
|
$
|
78,981
|
|
|
$
|
62,416
|
|
|
$
|
91,283
|
|
|
$
|
18,824
|
|
|
$
|
22,218
|
|
|
$
|
113,501
|
|
|
39
|
%
|
|
25
|
%
|
|
ANRP II
|
2016
|
|
2,804
|
|
|
3,454
|
|
|
2,253
|
|
|
1,381
|
|
|
1,590
|
|
|
1,559
|
|
|
2,940
|
|
|
19
|
|
|
10
|
|
|
|||||||
ANRP I
|
2012
|
|
511
|
|
|
1,323
|
|
|
1,144
|
|
|
996
|
|
|
627
|
|
|
291
|
|
|
1,287
|
|
|
4
|
|
|
—
|
|
|
|||||||
AION
|
2013
|
|
743
|
|
|
826
|
|
|
669
|
|
|
324
|
|
|
459
|
|
|
640
|
|
|
964
|
|
|
17
|
|
|
9
|
|
|
|||||||
Hybrid Value Fund
|
2019
|
|
3,247
|
|
|
3,238
|
|
|
792
|
|
|
19
|
|
|
785
|
|
|
806
|
|
|
825
|
|
|
NM
|
|
(1)
|
NM
|
|
(1)
|
|||||||
Total Private Equity
|
|
|
$
|
56,774
|
|
|
$
|
87,822
|
|
|
$
|
67,274
|
|
|
$
|
94,003
|
|
|
$
|
22,285
|
|
|
$
|
25,514
|
|
|
$
|
119,517
|
|
|
|
|
|
|
||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Structured Credit Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
FCI III
|
2017
|
|
$
|
2,669
|
|
|
$
|
1,906
|
|
|
$
|
2,394
|
|
|
$
|
985
|
|
|
$
|
1,898
|
|
|
$
|
2,024
|
|
|
$
|
3,009
|
|
|
26
|
%
|
|
20
|
%
|
|
FCI II
|
2013
|
|
2,270
|
|
|
1,555
|
|
|
2,770
|
|
|
1,765
|
|
|
1,709
|
|
|
1,603
|
|
|
3,368
|
|
|
8
|
|
|
5
|
|
|
|||||||
FCI I
|
2012
|
|
—
|
|
|
559
|
|
|
1,516
|
|
|
1,975
|
|
|
—
|
|
|
—
|
|
|
1,975
|
|
|
11
|
|
|
8
|
|
|
|||||||
SCRF IV (6)
|
2017
|
|
3,170
|
|
|
2,502
|
|
|
3,848
|
|
|
1,907
|
|
|
2,317
|
|
|
2,413
|
|
|
4,320
|
|
|
17
|
|
|
13
|
|
|
|||||||
SCRF III
|
2015
|
|
—
|
|
|
1,238
|
|
|
2,110
|
|
|
2,428
|
|
|
—
|
|
|
—
|
|
|
2,428
|
|
|
18
|
|
|
14
|
|
|
|||||||
SCRF II
|
2012
|
|
—
|
|
|
104
|
|
|
467
|
|
|
528
|
|
|
—
|
|
|
—
|
|
|
528
|
|
|
15
|
|
|
12
|
|
|
|||||||
SCRF I
|
2008
|
|
—
|
|
|
118
|
|
|
240
|
|
|
357
|
|
|
—
|
|
|
—
|
|
|
357
|
|
|
33
|
|
|
26
|
|
|
|||||||
Total Credit
|
|
|
$
|
8,109
|
|
|
$
|
7,982
|
|
|
$
|
13,345
|
|
|
$
|
9,945
|
|
|
$
|
5,924
|
|
|
$
|
6,040
|
|
|
$
|
15,985
|
|
|
|
|
|
|
||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
European Principal Finance Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
EPF III(4)
|
2017
|
|
$
|
5,056
|
|
|
$
|
4,509
|
|
|
$
|
2,360
|
|
|
$
|
441
|
|
|
$
|
1,972
|
|
|
$
|
2,612
|
|
|
$
|
3,053
|
|
|
32
|
%
|
|
17
|
%
|
|
EPF II(4)
|
2012
|
|
1,498
|
|
|
3,439
|
|
|
3,475
|
|
|
4,288
|
|
|
727
|
|
|
770
|
|
|
5,058
|
|
|
15
|
|
|
9
|
|
|
|||||||
EPF I(4)
|
2007
|
|
236
|
|
|
1,451
|
|
|
1,906
|
|
|
3,202
|
|
|
—
|
|
|
7
|
|
|
3,209
|
|
|
23
|
|
|
17
|
|
|
|||||||
U.S. RE Fund II(5)
|
2016
|
|
1,295
|
|
|
1,243
|
|
|
848
|
|
|
420
|
|
|
628
|
|
|
804
|
|
|
1,224
|
|
|
19
|
|
|
15
|
|
|
|||||||
U.S. RE Fund I(5)
|
2012
|
|
321
|
|
|
653
|
|
|
636
|
|
|
723
|
|
|
211
|
|
|
228
|
|
|
951
|
|
|
14
|
|
|
10
|
|
|
|||||||
Asia RE Fund(5)
|
2017
|
|
669
|
|
|
719
|
|
|
428
|
|
|
205
|
|
|
275
|
|
|
351
|
|
|
556
|
|
|
21
|
|
|
15
|
|
|
|||||||
Infrastructure Equity Fund
|
2018
|
|
1,078
|
|
|
897
|
|
|
800
|
|
|
122
|
|
|
719
|
|
|
875
|
|
|
997
|
|
|
NM
|
|
(1)
|
NM
|
|
(1)
|
|||||||
Total Real Assets
|
|
|
$
|
10,153
|
|
|
$
|
12,911
|
|
|
$
|
10,453
|
|
|
$
|
9,401
|
|
|
$
|
4,532
|
|
|
$
|
5,647
|
|
|
$
|
15,048
|
|
|
|
|
|
|
(1)
|
Data has not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and such information was deemed not meaningful.
|
(2)
|
The general partners and managers of Funds I, II and MIA, as well as the general partner of Fund III, were excluded assets in connection with the 2007 Reorganization. As a result, Apollo did not receive the economics associated with these entities. The investment performance of these funds, combined with Fund IV, is presented to illustrate fund performance associated with Apollo’s Managing Partners and other investment professionals.
|
(3)
|
Total IRR is calculated based on total cash flows for all funds presented.
|
(4)
|
Funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.12 as of December 31, 2019.
|
(5)
|
U.S. RE Fund I, U.S. RE Fund II and Asia RE Fund had $157 million, $771 million and $376 million of co-investment commitments as of December 31, 2019, respectively, which are included in the figures in the table. A co-invest entity within U.S. RE Fund I is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.33 as of December 31, 2019.
|
(6)
|
Remaining cost for certain of our credit funds may include physical cash called, invested or reserved for certain levered investments.
|
|
Total Invested Capital
|
|
Total Value
|
|
Gross IRR
|
|||||
|
(in millions)
|
|
|
|||||||
Distressed for Control
|
$
|
7,915
|
|
|
$
|
18,993
|
|
|
29
|
%
|
Non-Control Distressed
|
5,416
|
|
|
8,483
|
|
|
71
|
|
||
Total
|
13,331
|
|
|
27,476
|
|
|
49
|
|
||
Corporate Carve-outs, Opportunistic Buyouts and Other Credit(1)
|
49,085
|
|
|
86,025
|
|
|
21
|
|
||
Total
|
$
|
62,416
|
|
|
$
|
113,501
|
|
|
39
|
%
|
(1)
|
Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed.
|
|
Total Invested Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Corporate Carve-outs
|
$
|
2,673
|
|
|
$
|
6,228
|
|
Opportunistic Buyouts
|
12,603
|
|
|
18,170
|
|
||
Distressed(2)
|
545
|
|
|
850
|
|
||
Total
|
$
|
15,821
|
|
|
$
|
25,248
|
|
|
Total Invested Capital
|
|
Total Value
|
||||
|
(in millions)
|
||||||
Corporate Carve-outs
|
$
|
2,539
|
|
|
$
|
3,645
|
|
Opportunistic Buyouts
|
4,338
|
|
|
10,855
|
|
||
Distressed/Other Credit(2)
|
9,584
|
|
|
18,584
|
|
||
Total
|
$
|
16,461
|
|
|
$
|
33,084
|
|
(1)
|
Committed capital less unfunded capital commitments for Fund VIII and Fund VII were $15.7 billion and $14.4 billion, respectively, which represents capital commitments from limited partners to invest in such funds less capital that is available for investment or reinvestment subject to the provisions of the applicable limited partnership agreement or other governing agreements.
|
(2)
|
The distressed investment strategy includes distressed for control, non-control distressed and other credit.
|
|
|
Gross Returns
|
|
Net Returns
|
||
Category
|
|
For the Year Ended December 31, 2019
|
|
For the Year Ended December 31, 2019
|
||
Corporate Credit
|
|
10.6
|
%
|
|
9.5
|
%
|
Structured Credit
|
|
13.0
|
|
|
10.6
|
|
Direct Origination
|
|
12.2
|
|
|
8.2
|
|
|
|
|
|
|
Total Returns(1)
|
||||||
|
IPO Year(2)
|
|
Total AUM
|
|
For the Year Ended December 31, 2019
|
|
For the Year Ended December 31, 2018
|
||||
Credit:
|
|
|
(in millions)
|
|
|
|
|
||||
MidCap(3)
|
N/A
|
|
$
|
8,962
|
|
|
17
|
%
|
|
19
|
%
|
AIF
|
2013
|
|
377
|
|
|
19
|
|
|
(5
|
)%
|
|
AFT
|
2011
|
|
405
|
|
|
14
|
|
|
(4
|
)%
|
|
AINV/Other(4)
|
2004
|
|
5,064
|
|
|
57
|
|
|
(18
|
)%
|
|
Real Assets:
|
|
|
|
|
|
|
|
||||
ARI(5)
|
2009
|
|
6,715
|
|
|
21
|
%
|
|
—
|
%
|
|
Total
|
|
|
$
|
21,523
|
|
|
|
|
|
(1)
|
Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commission.
|
(2)
|
An initial public offering (“IPO”) year represents the year in which the vehicle commenced trading on a national securities exchange.
|
(3)
|
MidCap is not a publicly traded vehicle and therefore IPO year is not applicable. The returns presented are a gross return based on NAV. The net returns based on NAV were 11% and 14% for the years ended December 31, 2019 and December 31, 2018, respectively.
|
(4)
|
All amounts are as of September 30, 2019 except for total returns. Refer to www.apolloic.com for the most recent financial information on AINV. Included within Total AUM of AINV/Other is $1.8 billion of AUM related to a non-traded business development company from which Apollo earns investment-related service fees, but for which Apollo does not provide management or advisory services. Total returns exclude performance related to this AUM.
|
(5)
|
All amounts are as of September 30, 2019 except for total returns. Refer to www.apolloreit.com for the most recent financial information on ARI.
|
•
|
65%-100% for certain credit funds, gross advisory, transaction and other special fees;
|
•
|
65%-100% for private equity funds, gross advisory, transaction and other special fees; and
|
•
|
65%-100% for certain real assets funds, gross advisory, transaction and other special fees.
|
|
As of December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
For the Year Ended December 31, 2019
|
|
For the Year Ended December 31, 2018
|
|
For the Year Ended December 31, 2017
|
||||||||||||||||||||||||||||||||||
|
Performance Fees Receivable on an Unconsolidated Basis
|
|
Unrealized Performance Fees
|
|
Realized Performance Fees
|
|
Total Performance Fees
|
|
Unrealized Performance Fees
|
|
Realized Performance Fees
|
|
Total Performance Fees
|
|
Unrealized Performance Fees
|
|
Realized Performance Fees
|
|
Total Performance Fees
|
||||||||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||||||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Corporate Credit(1)
|
$
|
89,611
|
|
|
$
|
19,998
|
|
|
$
|
10,098
|
|
|
$
|
97,674
|
|
|
$
|
107,772
|
|
|
$
|
4,837
|
|
|
$
|
33,198
|
|
|
$
|
38,035
|
|
|
$
|
(2,906
|
)
|
|
$
|
35,023
|
|
|
$
|
32,117
|
|
Structured Credit
|
201,437
|
|
|
139,109
|
|
|
55,640
|
|
|
35,527
|
|
|
91,167
|
|
|
19,839
|
|
|
15,686
|
|
|
35,525
|
|
|
12,195
|
|
|
56,959
|
|
|
69,154
|
|
|||||||||||
Direct Origination
|
104,535
|
|
|
89,581
|
|
|
(17,080
|
)
|
|
57,520
|
|
|
40,440
|
|
|
42,079
|
|
|
24,645
|
|
|
66,724
|
|
|
21,316
|
|
|
17,666
|
|
|
38,982
|
|
|||||||||||
Total Credit
|
$
|
395,583
|
|
|
$
|
248,688
|
|
|
$
|
48,658
|
|
|
$
|
190,721
|
|
|
$
|
239,379
|
|
|
$
|
66,755
|
|
|
$
|
73,529
|
|
|
$
|
140,284
|
|
|
$
|
30,605
|
|
|
$
|
109,648
|
|
|
$
|
140,253
|
|
Total Credit, net of profit sharing expense
|
103,835
|
|
|
70,657
|
|
|
8,443
|
|
|
97,046
|
|
|
105,489
|
|
|
42,015
|
|
|
37,450
|
|
|
79,465
|
|
|
17,213
|
|
|
75,239
|
|
|
92,452
|
|
|||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Fund VIII(2)
|
$
|
715,531
|
|
|
$
|
441,736
|
|
|
$
|
274,337
|
|
|
$
|
387,994
|
|
|
$
|
662,331
|
|
|
$
|
(575,264
|
)
|
|
$
|
213,549
|
|
|
$
|
(361,715
|
)
|
|
$
|
693,772
|
|
|
$
|
206,393
|
|
|
$
|
900,165
|
|
Fund VII(1)(2)
|
172
|
|
|
214
|
|
|
(59,065
|
)
|
|
2,703
|
|
|
(56,362
|
)
|
|
(108,938
|
)
|
|
7,350
|
|
|
(101,588
|
)
|
|
(4,156
|
)
|
|
19,817
|
|
|
15,661
|
|
|||||||||||
Fund VI(2)
|
17,130
|
|
|
312
|
|
|
28,331
|
|
|
3,496
|
|
|
31,827
|
|
|
(51,851
|
)
|
|
3,338
|
|
|
(48,513
|
)
|
|
80,996
|
|
|
—
|
|
|
80,996
|
|
|||||||||||
Fund IV and V(1)
|
—
|
|
|
—
|
|
|
(1,252
|
)
|
|
—
|
|
|
(1,252
|
)
|
|
(4,459
|
)
|
|
—
|
|
|
(4,459
|
)
|
|
(13,775
|
)
|
|
—
|
|
|
(13,775
|
)
|
|||||||||||
ANRP I and II(1)(2)
|
5,119
|
|
|
34,017
|
|
|
(32,497
|
)
|
|
13,918
|
|
|
(18,579
|
)
|
|
(3,325
|
)
|
|
11,612
|
|
|
8,287
|
|
|
(52,167
|
)
|
|
59,519
|
|
|
7,352
|
|
|||||||||||
Other(1)(3)
|
94,026
|
|
|
52,870
|
|
|
35,685
|
|
|
21,041
|
|
|
56,726
|
|
|
(45,232
|
)
|
|
43,229
|
|
|
(2,003
|
)
|
|
(63,583
|
)
|
|
160,194
|
|
|
96,611
|
|
|||||||||||
Total Private Equity
|
$
|
831,978
|
|
|
$
|
529,149
|
|
|
$
|
245,539
|
|
|
$
|
429,152
|
|
|
$
|
674,691
|
|
|
$
|
(789,069
|
)
|
|
$
|
279,078
|
|
|
$
|
(509,991
|
)
|
|
$
|
641,087
|
|
|
$
|
445,923
|
|
|
$
|
1,087,010
|
|
Total Private Equity, net of profit sharing expense
|
506,433
|
|
|
323,470
|
|
|
150,932
|
|
|
234,012
|
|
|
384,944
|
|
|
(507,864
|
)
|
|
122,899
|
|
|
(384,965
|
)
|
|
427,711
|
|
|
252,434
|
|
|
680,145
|
|
|||||||||||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Principal Finance
|
$
|
199,208
|
|
|
$
|
122,158
|
|
|
$
|
77,028
|
|
|
$
|
1,760
|
|
|
$
|
78,788
|
|
|
$
|
(50,893
|
)
|
|
$
|
45,367
|
|
|
$
|
(5,526
|
)
|
|
$
|
19,096
|
|
|
$
|
73,585
|
|
|
$
|
92,681
|
|
U.S. RE Fund I & II
|
22,685
|
|
|
16,158
|
|
|
6,527
|
|
|
1,645
|
|
|
8,172
|
|
|
(1,137
|
)
|
|
1,448
|
|
|
311
|
|
|
(2,968
|
)
|
|
11,925
|
|
|
8,957
|
|
|||||||||||
Infrastructure Equity Fund
|
18,188
|
|
|
—
|
|
|
18,188
|
|
|
—
|
|
|
18,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Other(3)
|
26,442
|
|
|
11,078
|
|
|
15,098
|
|
|
(62
|
)
|
|
15,036
|
|
|
(8,544
|
)
|
|
9,156
|
|
|
612
|
|
|
745
|
|
|
7,944
|
|
|
8,689
|
|
|||||||||||
Total Real Assets
|
$
|
266,523
|
|
|
$
|
149,394
|
|
|
$
|
116,841
|
|
|
$
|
3,343
|
|
|
$
|
120,184
|
|
|
$
|
(60,574
|
)
|
|
$
|
55,971
|
|
|
$
|
(4,603
|
)
|
|
$
|
16,873
|
|
|
$
|
93,454
|
|
|
$
|
110,327
|
|
Total Real Assets, net of profit sharing expense
|
151,796
|
|
|
80,963
|
|
|
67,615
|
|
|
1,906
|
|
|
69,521
|
|
|
(42,227
|
)
|
|
22,600
|
|
|
(19,627
|
)
|
|
17,322
|
|
|
42,514
|
|
|
59,836
|
|
|||||||||||
Total
|
$
|
1,494,084
|
|
|
$
|
927,231
|
|
|
$
|
411,038
|
|
|
$
|
623,216
|
|
|
$
|
1,034,254
|
|
|
$
|
(782,888
|
)
|
|
$
|
408,578
|
|
|
$
|
(374,310
|
)
|
|
$
|
688,565
|
|
|
$
|
649,025
|
|
|
$
|
1,337,590
|
|
Total, net of profit sharing expense(4)
|
$
|
762,064
|
|
|
$
|
475,090
|
|
|
$
|
226,990
|
|
|
$
|
332,964
|
|
|
$
|
559,954
|
|
|
$
|
(508,076
|
)
|
|
$
|
182,949
|
|
|
$
|
(325,127
|
)
|
|
$
|
462,246
|
|
|
$
|
370,187
|
|
|
$
|
832,433
|
|
1.
|
As of December 31, 2019, certain private equity funds had $189.3 million, in general partner obligations to return previously distributed performance fees. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations for certain private equity funds was $1,483.1 million, as of December 31, 2019.
|
|
Performance Fees Since Inception(1)
|
||||||||||||||||||
|
Undistributed by Fund and Recognized
|
|
Distributed by Fund and Recognized(2)
|
|
Total Undistributed and Distributed by Fund and Recognized(3)
|
|
General Partner Obligation(3)
|
|
Maximum Performance Fees Subject to Potential Reversal(4)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Credit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate Credit
|
$
|
89.6
|
|
|
$
|
1,100.4
|
|
|
$
|
1,190.0
|
|
|
$
|
—
|
|
|
$
|
95.2
|
|
Structured Credit
|
201.4
|
|
|
155.2
|
|
|
356.6
|
|
|
—
|
|
|
188.9
|
|
|||||
Direct Origination
|
104.6
|
|
|
1.9
|
|
|
106.5
|
|
|
—
|
|
|
58.3
|
|
|||||
Total Credit
|
395.6
|
|
|
1,257.5
|
|
|
1,653.1
|
|
|
—
|
|
|
342.4
|
|
|||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund VIII
|
715.6
|
|
|
818.6
|
|
|
1,534.2
|
|
|
—
|
|
|
1,272.0
|
|
|||||
Fund VII
|
0.2
|
|
|
3,131.5
|
|
|
3,131.7
|
|
|
97.7
|
|
|
355.8
|
|
|||||
Fund VI
|
17.1
|
|
|
1,663.9
|
|
|
1,681.0
|
|
|
—
|
|
|
1.8
|
|
|||||
Fund IV and V
|
—
|
|
|
2,053.1
|
|
|
2,053.1
|
|
|
30.5
|
|
|
0.3
|
|
|||||
ANRP I and II
|
5.1
|
|
|
104.5
|
|
|
109.6
|
|
|
15.6
|
|
|
21.7
|
|
|||||
Other
|
94.0
|
|
|
737.1
|
|
|
831.1
|
|
|
45.5
|
|
|
145.5
|
|
|||||
Total Private Equity
|
832.0
|
|
|
8,508.7
|
|
|
9,340.7
|
|
|
189.3
|
|
|
1,797.1
|
|
|||||
Real Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal Finance
|
199.2
|
|
|
371.4
|
|
|
570.6
|
|
|
—
|
|
|
327.5
|
|
|||||
U.S. RE Fund I and II
|
22.7
|
|
|
27.8
|
|
|
50.5
|
|
|
—
|
|
|
38.4
|
|
|||||
Infrastructure Equity Fund
|
18.2
|
|
|
—
|
|
|
18.2
|
|
|
—
|
|
|
18.2
|
|
|||||
Other(5)
|
26.4
|
|
|
36.2
|
|
|
62.6
|
|
|
—
|
|
|
35.4
|
|
|||||
Total Real Assets
|
266.5
|
|
|
435.4
|
|
|
701.9
|
|
|
—
|
|
|
419.5
|
|
|||||
Total
|
$
|
1,494.1
|
|
|
$
|
10,201.6
|
|
|
$
|
11,695.7
|
|
|
$
|
189.3
|
|
|
$
|
2,559.0
|
|
(1)
|
Certain funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.12 as of December 31, 2019. Certain funds are denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.33 as of December 31, 2019.
|
(2)
|
Amounts in “Distributed by Fund and Recognized” for the Citi Property Investors (“CPI”), Gulf Stream Asset Management, LLC (“Gulf Stream”), Stone Tower Capital LLC and its related companies (“Stone Tower”) funds and SIAs are presented for activity subsequent to the respective acquisition dates. Amounts exclude certain performance fees from business development companies and Redding Ridge Holdings LP (“Redding Ridge Holdings”), an affiliate of Redding Ridge.
|
(3)
|
Amounts were computed based on the fair value of fund investments on December 31, 2019. Performance fees have been allocated to and recognized by the general partner. Based on the amount allocated, a portion is subject to potential reversal or, to the extent applicable, has been reduced by the general partner obligation to return previously distributed performance fees at December 31, 2019. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund.
|
(4)
|
Represents the amount of performance fees that would be reversed if remaining fund investments became worthless on December 31, 2019. Amounts subject to potential reversal of performance fees include amounts undistributed by a fund (i.e., the performance fees receivable), as well as a portion of the amounts that have been distributed by a fund, net of taxes and not subject to a general partner obligation to return previously distributed performance fees, except for those funds that are gross of taxes as defined in the respective funds’ governing documents.
|
(5)
|
Other includes certain SIAs.
|
|
For the Years Ended December 31,
|
|
Amount
Change |
|
Percentage
Change |
|
For the Years Ended December 31,
|
|
Amount
Change |
|
Percentage
Change |
||||||||||||||||||
|
2019
|
|
2018
|
|
|
2018
|
|
2017
|
|
||||||||||||||||||||
Revenues:
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Management fees
|
$
|
1,575,814
|
|
|
$
|
1,345,252
|
|
|
$
|
230,562
|
|
|
17.1
|
%
|
|
$
|
1,345,252
|
|
|
$
|
1,154,925
|
|
|
$
|
190,327
|
|
|
16.5
|
%
|
Advisory and transaction fees, net
|
123,644
|
|
|
112,278
|
|
|
11,366
|
|
|
10.1
|
|
|
112,278
|
|
|
117,624
|
|
|
(5,346
|
)
|
|
(4.5
|
)
|
||||||
Investment income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Performance allocations
|
1,057,139
|
|
|
(400,305
|
)
|
|
1,457,444
|
|
|
NM
|
|
|
(400,305
|
)
|
|
1,306,193
|
|
|
(1,706,498
|
)
|
|
NM
|
|
||||||
Principal investment income
|
166,527
|
|
|
5,122
|
|
|
161,405
|
|
|
NM
|
|
|
5,122
|
|
|
161,630
|
|
|
(156,508
|
)
|
|
(96.8
|
)
|
||||||
Total investment income (loss)
|
1,223,666
|
|
|
(395,183
|
)
|
|
1,618,849
|
|
|
NM
|
|
|
(395,183
|
)
|
|
1,467,823
|
|
|
(1,863,006
|
)
|
|
NM
|
|
||||||
Incentive fees
|
8,725
|
|
|
30,718
|
|
|
(21,993
|
)
|
|
(71.6
|
)
|
|
30,718
|
|
|
31,431
|
|
|
(713
|
)
|
|
(2.3
|
)
|
||||||
Total Revenues
|
2,931,849
|
|
|
1,093,065
|
|
|
1,838,784
|
|
|
168.2
|
|
|
1,093,065
|
|
|
2,771,803
|
|
|
(1,678,738
|
)
|
|
(60.6
|
)
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Salary, bonus and benefits
|
514,513
|
|
|
459,604
|
|
|
54,909
|
|
|
11.9
|
|
|
459,604
|
|
|
428,882
|
|
|
30,722
|
|
|
7.2
|
|
||||||
Equity-based compensation
|
189,648
|
|
|
173,228
|
|
|
16,420
|
|
|
9.5
|
|
|
173,228
|
|
|
91,450
|
|
|
81,778
|
|
|
89.4
|
|
||||||
Profit sharing expense
|
556,926
|
|
|
(57,833
|
)
|
|
614,759
|
|
|
NM
|
|
|
(57,833
|
)
|
|
515,073
|
|
|
(572,906
|
)
|
|
NM
|
|
||||||
Total compensation and benefits
|
1,261,087
|
|
|
574,999
|
|
|
686,088
|
|
|
119.3
|
|
|
574,999
|
|
|
1,035,405
|
|
|
(460,406
|
)
|
|
(44.5
|
)
|
||||||
Interest expense
|
98,369
|
|
|
59,374
|
|
|
38,995
|
|
|
65.7
|
|
|
59,374
|
|
|
52,873
|
|
|
6,501
|
|
|
12.3
|
|
||||||
General, administrative and other
|
330,342
|
|
|
266,444
|
|
|
63,898
|
|
|
24.0
|
|
|
266,444
|
|
|
257,858
|
|
|
8,586
|
|
|
3.3
|
|
||||||
Placement fees
|
1,482
|
|
|
2,122
|
|
|
(640
|
)
|
|
(30.2
|
)
|
|
2,122
|
|
|
13,913
|
|
|
(11,791
|
)
|
|
(84.7
|
)
|
||||||
Total Expenses
|
1,691,280
|
|
|
902,939
|
|
|
788,341
|
|
|
87.3
|
|
|
902,939
|
|
|
1,360,049
|
|
|
(457,110
|
)
|
|
(33.6
|
)
|
||||||
Other Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net gains (losses) from investment activities
|
138,154
|
|
|
(186,449
|
)
|
|
324,603
|
|
|
NM
|
|
|
(186,449
|
)
|
|
95,104
|
|
|
(281,553
|
)
|
|
NM
|
|
||||||
Net gains from investment activities of consolidated variable interest entities
|
39,911
|
|
|
45,112
|
|
|
(5,201
|
)
|
|
(11.5
|
)
|
|
45,112
|
|
|
10,665
|
|
|
34,447
|
|
|
323.0
|
|
||||||
Interest income
|
35,522
|
|
|
20,654
|
|
|
14,868
|
|
|
72.0
|
|
|
20,654
|
|
|
6,421
|
|
|
14,233
|
|
|
221.7
|
|
||||||
Other income (loss), net
|
(46,307
|
)
|
|
35,829
|
|
|
(82,136
|
)
|
|
NM
|
|
|
35,829
|
|
|
245,640
|
|
|
(209,811
|
)
|
|
(85.4
|
)
|
||||||
Total Other Income (Loss)
|
167,280
|
|
|
(84,854
|
)
|
|
252,134
|
|
|
NM
|
|
|
(84,854
|
)
|
|
357,830
|
|
|
(442,684
|
)
|
|
NM
|
|
||||||
Income before income tax (provision) benefit
|
1,407,849
|
|
|
105,272
|
|
|
1,302,577
|
|
|
NM
|
|
|
105,272
|
|
|
1,769,584
|
|
|
(1,664,312
|
)
|
|
(94.1
|
)
|
||||||
Income tax (provision) benefit
|
128,994
|
|
|
(86,021
|
)
|
|
215,015
|
|
|
NM
|
|
|
(86,021
|
)
|
|
(325,945
|
)
|
|
239,924
|
|
|
(73.6
|
)
|
||||||
Net Income
|
1,536,843
|
|
|
19,251
|
|
|
1,517,592
|
|
|
NM
|
|
|
19,251
|
|
|
1,443,639
|
|
|
(1,424,388
|
)
|
|
(98.7
|
)
|
||||||
Net income attributable to Non-Controlling Interests
|
(693,650
|
)
|
|
(29,627
|
)
|
|
(664,023
|
)
|
|
NM
|
|
|
(29,627
|
)
|
|
(814,535
|
)
|
|
784,908
|
|
|
(96.4
|
)
|
||||||
Net Income (Loss) Attributable to Apollo Global Management, Inc.
|
843,193
|
|
|
(10,376
|
)
|
|
853,569
|
|
|
NM
|
|
|
(10,376
|
)
|
|
629,104
|
|
|
(639,480
|
)
|
|
NM
|
|
||||||
Series A Preferred Stock Dividends
|
(17,531
|
)
|
|
(17,531
|
)
|
|
—
|
|
|
—
|
|
|
(17,531
|
)
|
|
(13,538
|
)
|
|
(3,993
|
)
|
|
29.5
|
|
||||||
Series B Preferred Stock Dividends
|
(19,125
|
)
|
|
(14,131
|
)
|
|
(4,994
|
)
|
|
35.3
|
|
|
(14,131
|
)
|
|
—
|
|
|
(14,131
|
)
|
|
NM
|
|
||||||
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders
|
$
|
806,537
|
|
|
$
|
(42,038
|
)
|
|
$
|
848,575
|
|
|
NM
|
|
|
$
|
(42,038
|
)
|
|
$
|
615,566
|
|
|
$
|
(657,604
|
)
|
|
NM
|
|
Note:
|
“NM” denotes not meaningful. Changes from negative to positive amounts and positive to negative amounts are not considered meaningful. Increases or decreases from zero and changes greater than 500% are also not considered meaningful.
|
|
For the Years Ended December 31,
|
|
Total Change
|
|
Percentage Change
|
|
For the Years Ended December 31,
|
|
Total Change
|
|
Percentage Change
|
||||||||||||||||||
|
2019
|
|
2018
|
|
|
|
2018
|
|
2017
|
|
|
||||||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Management fees
|
$
|
779,266
|
|
|
$
|
642,331
|
|
|
$
|
136,935
|
|
|
21.3
|
%
|
|
$
|
642,331
|
|
|
$
|
555,586
|
|
|
$
|
86,745
|
|
|
15.6
|
%
|
Advisory and transaction fees, net
|
44,116
|
|
|
8,872
|
|
|
35,244
|
|
|
397.2
|
|
|
8,872
|
|
|
30,325
|
|
|
(21,453
|
)
|
|
(70.7
|
)
|
||||||
Performance fees(1)
|
21,110
|
|
|
28,390
|
|
|
(7,280
|
)
|
|
(25.6
|
)
|
|
28,390
|
|
|
17,666
|
|
|
10,724
|
|
|
60.7
|
|
||||||
Fee Related Revenues
|
844,492
|
|
|
679,593
|
|
|
164,899
|
|
|
24.3
|
|
|
679,593
|
|
|
603,577
|
|
|
76,016
|
|
|
12.6
|
|
||||||
Salary, bonus and benefits
|
(196,143
|
)
|
|
(180,448
|
)
|
|
(15,695
|
)
|
|
8.7
|
|
|
(180,448
|
)
|
|
(172,152
|
)
|
|
(8,296
|
)
|
|
4.8
|
|
||||||
General, administrative and other
|
(131,664
|
)
|
|
(119,450
|
)
|
|
(12,214
|
)
|
|
10.2
|
|
|
(119,450
|
)
|
|
(107,617
|
)
|
|
(11,833
|
)
|
|
11.0
|
|
||||||
Placement fees
|
(272
|
)
|
|
(1,130
|
)
|
|
858
|
|
|
(75.9
|
)
|
|
(1,130
|
)
|
|
(1,073
|
)
|
|
(57
|
)
|
|
5.3
|
|
||||||
Fee Related Expenses
|
(328,079
|
)
|
|
(301,028
|
)
|
|
(27,051
|
)
|
|
9.0
|
|
|
(301,028
|
)
|
|
(280,842
|
)
|
|
(20,186
|
)
|
|
7.2
|
|
||||||
Other income, net of Non-Controlling Interest
|
54
|
|
|
1,104
|
|
|
(1,050
|
)
|
|
(95.1
|
)
|
|
1,104
|
|
|
11,285
|
|
|
(10,181
|
)
|
|
(90.2
|
)
|
||||||
Fee Related Earnings
|
516,467
|
|
|
379,669
|
|
|
136,798
|
|
|
36.0
|
|
|
379,669
|
|
|
334,020
|
|
|
45,649
|
|
|
13.7
|
|
||||||
Realized performance fees(2)
|
169,611
|
|
|
45,139
|
|
|
124,472
|
|
|
275.8
|
|
|
45,139
|
|
|
91,982
|
|
|
(46,843
|
)
|
|
(50.9
|
)
|
||||||
Realized profit sharing expense(2)
|
(93,675
|
)
|
|
(36,079
|
)
|
|
(57,596
|
)
|
|
159.6
|
|
|
(36,079
|
)
|
|
(34,409
|
)
|
|
(1,670
|
)
|
|
4.9
|
|
||||||
Net Realized Performance Fees
|
75,936
|
|
|
9,060
|
|
|
66,876
|
|
|
NM
|
|
|
9,060
|
|
|
57,573
|
|
|
(48,513
|
)
|
|
(84.3
|
)
|
||||||
Realized principal investment income, net(3)
|
8,764
|
|
|
19,199
|
|
|
(10,435
|
)
|
|
(54.4
|
)
|
|
19,199
|
|
|
19,249
|
|
|
(50
|
)
|
|
(0.3
|
)
|
||||||
Net interest loss and other
|
(21,997
|
)
|
|
(13,619
|
)
|
|
(8,378
|
)
|
|
61.5
|
|
|
(13,619
|
)
|
|
(16,638
|
)
|
|
3,019
|
|
|
(18.1
|
)
|
||||||
Segment Distributable Earnings
|
$
|
579,170
|
|
|
$
|
394,309
|
|
|
$
|
184,861
|
|
|
46.9
|
%
|
|
$
|
394,309
|
|
|
$
|
394,204
|
|
|
$
|
105
|
|
|
—
|
%
|
(1)
|
Represents certain performance fees from business development companies and Redding Ridge Holdings.
|
(2)
|
Excludes realized performance fees and realized profit sharing expense settled in the form of shares of Athene Holding during the year ended December 31, 2018.
|
(3)
|
Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.
|
|
For the Years Ended December 31,
|
|
Total Change
|
|
Percentage Change
|
|
For the Years Ended December 31,
|
|
Total Change
|
|
Percentage Change
|
||||||||||||||||||
|
2019
|
|
2018
|
|
|
|
2018
|
|
2017
|
|
|
||||||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Management fees
|
$
|
523,194
|
|
|
$
|
477,185
|
|
|
$
|
46,009
|
|
|
9.6
|
%
|
|
$
|
477,185
|
|
|
$
|
356,208
|
|
|
$
|
120,977
|
|
|
34.0
|
%
|
Advisory and transaction fees, net
|
71,324
|
|
|
89,602
|
|
|
(18,278
|
)
|
|
(20.4
|
)
|
|
89,602
|
|
|
84,216
|
|
|
5,386
|
|
|
6.4
|
|
||||||
Fee Related Revenues
|
594,518
|
|
|
566,787
|
|
|
27,731
|
|
|
4.9
|
|
|
566,787
|
|
|
440,424
|
|
|
126,363
|
|
|
28.7
|
|
||||||
Salary, bonus and benefits
|
(184,403
|
)
|
|
(160,512
|
)
|
|
(23,891
|
)
|
|
14.9
|
|
|
(160,512
|
)
|
|
(144,391
|
)
|
|
(16,121
|
)
|
|
11.2
|
|
||||||
General, administrative and other
|
(99,098
|
)
|
|
(79,450
|
)
|
|
(19,648
|
)
|
|
24.7
|
|
|
(79,450
|
)
|
|
(81,058
|
)
|
|
1,608
|
|
|
(2.0
|
)
|
||||||
Placement fees
|
(812
|
)
|
|
(585
|
)
|
|
(227
|
)
|
|
38.8
|
|
|
(585
|
)
|
|
(4,238
|
)
|
|
3,653
|
|
|
(86.2
|
)
|
||||||
Fee Related Expenses
|
(284,313
|
)
|
|
(240,547
|
)
|
|
(43,766
|
)
|
|
18.2
|
|
|
(240,547
|
)
|
|
(229,687
|
)
|
|
(10,860
|
)
|
|
4.7
|
|
||||||
Other income (loss), net
|
4,306
|
|
|
1,923
|
|
|
2,383
|
|
|
123.9
|
|
|
1,923
|
|
|
27,843
|
|
|
(25,920
|
)
|
|
(93.1
|
)
|
||||||
Fee Related Earnings
|
314,511
|
|
|
328,163
|
|
|
(13,652
|
)
|
|
(4.2
|
)
|
|
328,163
|
|
|
238,580
|
|
|
89,583
|
|
|
37.5
|
|
||||||
Realized performance fees
|
429,152
|
|
|
279,078
|
|
|
150,074
|
|
|
53.8
|
|
|
279,078
|
|
|
445,923
|
|
|
(166,845
|
)
|
|
(37.4
|
)
|
||||||
Realized profit sharing expense
|
(195,140
|
)
|
|
(156,179
|
)
|
|
(38,961
|
)
|
|
24.9
|
|
|
(156,179
|
)
|
|
(193,489
|
)
|
|
37,310
|
|
|
(19.3
|
)
|
||||||
Net Realized Performance Fees
|
234,012
|
|
|
122,899
|
|
|
111,113
|
|
|
90.4
|
|
|
122,899
|
|
|
252,434
|
|
|
(129,535
|
)
|
|
(51.3
|
)
|
||||||
Realized principal investment income
|
53,782
|
|
|
43,150
|
|
|
10,632
|
|
|
24.6
|
|
|
43,150
|
|
|
44,087
|
|
|
(937
|
)
|
|
(2.1
|
)
|
||||||
Net interest loss and other
|
(31,804
|
)
|
|
(20,081
|
)
|
|
(11,723
|
)
|
|
58.4
|
|
|
(20,081
|
)
|
|
(23,131
|
)
|
|
3,050
|
|
|
(13.2
|
)
|
||||||
Segment Distributable Earnings
|
$
|
570,501
|
|
|
$
|
474,131
|
|
|
$
|
96,370
|
|
|
20.3
|
%
|
|
$
|
474,131
|
|
|
$
|
511,970
|
|
|
$
|
(37,839
|
)
|
|
(7.4
|
)%
|
|
For the Years Ended December 31,
|
Total Change
|
|
Percentage Change
|
|
For the Years Ended December 31,
|
Total Change
|
|
Percentage Change
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
|
|
2018
|
|
2017
|
|
|
||||||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Management fees
|
$
|
188,610
|
|
|
$
|
163,172
|
|
|
$
|
25,438
|
|
|
15.6
|
%
|
|
$
|
163,172
|
|
|
$
|
170,521
|
|
|
$
|
(7,349
|
)
|
|
(4.3
|
)%
|
Advisory and transaction fees, net
|
7,450
|
|
|
13,093
|
|
|
(5,643
|
)
|
|
(43.1
|
)
|
|
13,093
|
|
|
3,083
|
|
|
10,010
|
|
|
324.7
|
|
||||||
Fee Related Revenues
|
196,060
|
|
|
176,265
|
|
|
19,795
|
|
|
11.2
|
|
|
176,265
|
|
|
173,604
|
|
|
2,661
|
|
|
1.5
|
|
||||||
Salary, bonus and benefits
|
(82,770
|
)
|
|
(74,002
|
)
|
|
(8,768
|
)
|
|
11.8
|
|
|
(74,002
|
)
|
|
(77,612
|
)
|
|
3,610
|
|
|
(4.7
|
)
|
||||||
General, administrative and other
|
(42,242
|
)
|
|
(40,391
|
)
|
|
(1,851
|
)
|
|
4.6
|
|
|
(40,391
|
)
|
|
(39,904
|
)
|
|
(487
|
)
|
|
1.2
|
|
||||||
Placement fees
|
(1
|
)
|
|
(407
|
)
|
|
406
|
|
|
(99.8
|
)
|
|
(407
|
)
|
|
(8,602
|
)
|
|
8,195
|
|
|
(95.3
|
)
|
||||||
Fee Related Expenses
|
(125,013
|
)
|
|
(114,800
|
)
|
|
(10,213
|
)
|
|
8.9
|
|
|
(114,800
|
)
|
|
(126,118
|
)
|
|
11,318
|
|
|
(9.0
|
)
|
||||||
Other income (loss), net of Non-Controlling Interest
|
177
|
|
|
1,942
|
|
|
(1,765
|
)
|
|
(90.9
|
)
|
|
1,942
|
|
|
4,327
|
|
|
(2,385
|
)
|
|
(55.1
|
)
|
||||||
Fee Related Earnings
|
71,224
|
|
|
63,407
|
|
|
7,817
|
|
|
12.3
|
|
|
63,407
|
|
|
51,813
|
|
|
11,594
|
|
|
22.4
|
|
||||||
Realized performance fees
|
3,343
|
|
|
55,971
|
|
|
(52,628
|
)
|
|
(94.0
|
)
|
|
55,971
|
|
|
93,454
|
|
|
(37,483
|
)
|
|
(40.1
|
)
|
||||||
Realized profit sharing expense
|
(1,437
|
)
|
|
(33,371
|
)
|
|
31,934
|
|
|
(95.7
|
)
|
|
(33,371
|
)
|
|
(50,940
|
)
|
|
17,569
|
|
|
(34.5
|
)
|
||||||
Net Realized Performance Fees
|
1,906
|
|
|
22,600
|
|
|
(20,694
|
)
|
|
(91.6
|
)
|
|
22,600
|
|
|
42,514
|
|
|
(19,914
|
)
|
|
(46.8
|
)
|
||||||
Realized principal investment income
|
3,151
|
|
|
7,362
|
|
|
(4,211
|
)
|
|
(57.2
|
)
|
|
7,362
|
|
|
4,906
|
|
|
2,456
|
|
|
50.1
|
|
||||||
Net interest loss and other
|
(11,525
|
)
|
|
(8,330
|
)
|
|
(3,195
|
)
|
|
38.4
|
|
|
(8,330
|
)
|
|
(8,584
|
)
|
|
254
|
|
|
(3.0
|
)
|
||||||
Segment Distributable Earnings
|
$
|
64,756
|
|
|
$
|
85,039
|
|
|
$
|
(20,283
|
)
|
|
(23.9
|
)%
|
|
$
|
85,039
|
|
|
$
|
90,649
|
|
|
$
|
(5,610
|
)
|
|
(6.2
|
)%
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
|||||||||||
Segment Distributable Earnings
|
|
$
|
1,214,427
|
|
|
$
|
953,479
|
|
|
$
|
996,823
|
|
Taxes and related payables
|
|
(62,300
|
)
|
|
(44,215
|
)
|
|
(26,337
|
)
|
|||
Preferred dividends
|
|
(36,656
|
)
|
|
(31,662
|
)
|
|
(13,538
|
)
|
|||
Distributable Earnings
|
|
1,115,471
|
|
|
877,602
|
|
|
$
|
956,948
|
|
||
Add back: Tax and related payables attributable to common and equivalents
|
|
49,814
|
|
|
36,645
|
|
|
18,213
|
|
|||
Distributable Earnings before certain payables(1)
|
|
1,165,285
|
|
|
914,247
|
|
|
$
|
975,161
|
|
||
Percent to common and equivalents
|
|
56
|
%
|
|
51
|
%
|
|
49
|
%
|
|||
Distributable Earnings before other payables attributable to common and equivalents
|
|
652,560
|
|
|
466,266
|
|
|
477,829
|
|
|||
Less: Taxes and related payables attributable to common and equivalents
|
|
(49,814
|
)
|
|
(36,645
|
)
|
|
(18,213
|
)
|
|||
Distributable Earnings attributable to common and equivalents(2)
|
|
$
|
602,746
|
|
|
$
|
429,621
|
|
|
459,616
|
|
|
Distributable Earnings per share(3)
|
|
$
|
2.71
|
|
|
$
|
2.12
|
|
|
$
|
2.34
|
|
Retained capital per share(3)
|
|
(0.36
|
)
|
|
(0.29
|
)
|
|
(0.28
|
)
|
|||
Net dividend per share(3)
|
|
$
|
2.35
|
|
|
$
|
1.83
|
|
|
$
|
2.06
|
|
(1)
|
Distributable Earnings before certain payables represents Distributable Earnings before the deduction for the estimated current corporate taxes and the amounts payable under Apollo’s tax receivable agreement.
|
(2)
|
“Common and equivalents” consists of total shares of Class A Common Stock outstanding and RSUs that participate in dividends.
|
(3)
|
Per share calculations are based on end of period Distributable Earnings Shares Outstanding, which consists of total shares of Class A Common Stock outstanding, AOG Units and RSUs that participate in dividends.
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Net Income Attributable to Apollo Global Management, Inc. Class A Common Stockholders
|
|
$
|
806,537
|
|
|
$
|
(42,038
|
)
|
|
$
|
615,566
|
|
Preferred dividends
|
|
36,656
|
|
|
31,662
|
|
|
13,538
|
|
|||
Net income attributable to Non-Controlling Interests in consolidated entities
|
|
30,504
|
|
|
31,648
|
|
|
8,891
|
|
|||
Net income (loss) attributable to Non-Controlling Interests in the Apollo Operating Group
|
|
663,146
|
|
|
(2,021
|
)
|
|
805,644
|
|
|||
Net Income
|
|
$
|
1,536,843
|
|
|
$
|
19,251
|
|
|
$
|
1,443,639
|
|
Income tax provision (benefit)
|
|
(128,994
|
)
|
|
86,021
|
|
|
325,945
|
|
|||
Income Before Income Tax Provision (Benefit)
|
|
$
|
1,407,849
|
|
|
$
|
105,272
|
|
|
$
|
1,769,584
|
|
Transaction-related charges(1)
|
|
49,213
|
|
|
(5,631
|
)
|
|
17,496
|
|
|||
Charges associated with corporate conversion(2)
|
|
21,987
|
|
|
—
|
|
|
—
|
|
|||
(Gains) losses from change in tax receivable agreement liability
|
|
50,307
|
|
|
(35,405
|
)
|
|
(200,240
|
)
|
|||
Net income attributable to Non-Controlling Interests in consolidated entities
|
|
(30,504
|
)
|
|
(31,648
|
)
|
|
(8,891
|
)
|
|||
Unrealized performance fees(3)
|
|
(434,582
|
)
|
|
782,888
|
|
|
(688,565
|
)
|
|||
Unrealized profit sharing expense(3)
|
|
207,592
|
|
|
(274,812
|
)
|
|
226,319
|
|
|||
Equity-based profit sharing expense and other(4)
|
|
96,208
|
|
|
91,051
|
|
|
6,980
|
|
|||
Equity-based compensation
|
|
70,962
|
|
|
68,229
|
|
|
64,954
|
|
|||
Unrealized principal investment (income) loss
|
|
(88,576
|
)
|
|
62,097
|
|
|
(94,709
|
)
|
|||
Unrealized net (gains) losses from investment activities and other
|
|
(136,029
|
)
|
|
191,438
|
|
|
(96,105
|
)
|
|||
Segment Distributable Earnings(5)
|
|
$
|
1,214,427
|
|
|
$
|
953,479
|
|
|
$
|
996,823
|
|
Taxes and related payables
|
|
(62,300
|
)
|
|
(44,215
|
)
|
|
(26,337
|
)
|
|||
Preferred dividends
|
|
(36,656
|
)
|
|
(31,662
|
)
|
|
(13,538
|
)
|
|||
Distributable Earnings
|
|
$
|
1,115,471
|
|
|
$
|
877,602
|
|
|
$
|
956,948
|
|
Preferred dividends
|
|
36,656
|
|
|
31,662
|
|
|
13,538
|
|
|||
Taxes and related payables
|
|
62,300
|
|
|
44,215
|
|
|
26,337
|
|
|||
Realized performance fees
|
|
(602,106
|
)
|
|
(380,188
|
)
|
|
(631,359
|
)
|
|||
Realized profit sharing expense
|
|
290,252
|
|
|
225,629
|
|
|
278,838
|
|
|||
Realized principal investment income, net
|
|
(65,697
|
)
|
|
(69,711
|
)
|
|
(68,242
|
)
|
|||
Net interest loss and other
|
|
65,326
|
|
|
42,030
|
|
|
48,353
|
|
|||
Fee Related Earnings
|
|
$
|
902,202
|
|
|
$
|
771,239
|
|
|
624,413
|
|
|
Depreciation, amortization and other, net
|
|
11,212
|
|
|
9,140
|
|
|
13,179
|
|
|||
Fee Related EBITDA
|
|
$
|
913,414
|
|
|
$
|
780,379
|
|
|
$
|
637,592
|
|
Realized performance fees(6)
|
|
602,106
|
|
|
380,188
|
|
|
631,359
|
|
|||
Realized profit sharing expense(6)
|
|
(290,252
|
)
|
|
(225,629
|
)
|
|
(278,838
|
)
|
|||
Fee Related EBITDA + 100% of Net Realized Performance Fees
|
|
$
|
1,225,268
|
|
|
$
|
934,938
|
|
|
$
|
990,113
|
|
(1)
|
Transaction-related charges include contingent consideration, equity-based compensation charges and the amortization of intangible assets and certain other charges associated with acquisitions.
|
(2)
|
Represents expenses incurred in relation to the Conversion, as described in note 1 to the consolidated financial statements.
|
(3)
|
Includes realized performance fees and realized profit sharing expense settled in the form of shares of Athene Holding during the year ended December 31, 2018.
|
(4)
|
Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards in unconsolidated related parties granted to employees of Apollo.
|
(5)
|
See note 17 to the consolidated financial statements for more details regarding Segment Distributable Earnings for the combined segments.
|
(6)
|
Excludes realized performance fees and realized profit sharing expense settled in the form of shares of Athene Holding during the year ended December 31, 2018.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Operating Activities
|
$
|
1,082,694
|
|
|
$
|
814,259
|
|
|
$
|
859,852
|
|
Investing Activities
|
(263,972
|
)
|
|
(247,260
|
)
|
|
(417,819
|
)
|
|||
Financing Activities
|
139,713
|
|
|
(752,184
|
)
|
|
(453,635
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities
|
$
|
958,435
|
|
|
$
|
(185,185
|
)
|
|
$
|
(11,602
|
)
|
•
|
During the years ended December 31, 2019, 2018 and 2017, cash provided by operating activities primarily includes cash inflows from the receipt of management fees, advisory and transaction fees, realized performance revenues, and realized principal investment income, offset by cash outflows for compensation, general, administrative, and other expenses. Net cash provided by operating activities also reflects the operating activity of our consolidated funds and VIEs, which primarily include cash inflows from the sale of investments offset by cash outflows for purchases of investments.
|
•
|
During the years ended December 31, 2019, 2018 and 2017, cash used by investing activities primarily reflects purchases of U.S. Treasury securities and other investments and net contributions to equity method investments, offset by proceeds from maturities of U.S. Treasury securities.
|
•
|
During the year ended December 31, 2019, cash provided by financing activities primarily reflects proceeds from the issuance of the 2029 Senior Notes, the 2039 Senior Secured Guaranteed Notes and the 2050 Subordinated Notes, partially offset by dividends to Class A Common Stockholders and distributions to Non-Controlling interest holders. Net cash provided by financing activities also reflects the financing activity of our consolidated funds and VIEs, which primarily include cash inflows from the issuance of debt offset by cash outflows for the principal repayment of debt.
|
•
|
During the year ended December 31, 2018, cash used by financing activities primarily reflected repayments on the AMH term loan facility, dividends to Class A Common Stockholders and distributions to Non-Controlling interest holders, partially offset by proceeds from the issuance of the Series B Preferred shares and the 2048 Senior Notes.
|
•
|
During the year ended December 31, 2017, cash used by financing activities primarily reflects dividends to Class A Common Stockholders and distributions to Non-Controlling interest holders, partially offset by proceeds from the issuance of the Series A Preferred shares. Net cash provided by financing activities also reflects the financing activity of our consolidated funds and VIEs, which primarily include cash inflows from the issuance of debt offset by cash outflows for the principal repayment of debt.
|
|
For the Years Ended December 31,
|
||||
|
2019
|
|
2018
|
|
2017
|
Plan Grants:
|
|
|
|
|
|
Dividend Yield(1)
|
6.7%
|
|
5.7%
|
|
6.1%
|
Cost of Equity Capital Rate(3)
|
10.2%
|
|
10.8%
|
|
11.0%
|
Performance Grants:
|
|
|
|
|
|
Dividend Yield(2)
|
6.6%
|
|
6.8%
|
|
N/A
|
Cost of Equity Capital Rate(3)
|
10.2%
|
|
10.8%
|
|
N/A
|
(1)
|
Calculated based on the historical dividends paid during the year ended December 31, 2019 and the price of the Company’s Class A shares as of the measurement date of the grant on a weighted average basis.
|
(2)
|
Calculated based on the historical dividends paid during the three months ended December 31, 2019 and the price of the Company’s Class A shares as of the measurement date of the grant on a weighted average basis.
|
(3)
|
Assumes a discount rate that was equivalent to the opportunity cost of foregoing distributions on unvested Plan Grant and Performance Grant RSUs as of the valuation date, based on the Capital Asset Pricing Model (“CAPM”). CAPM is a commonly used mathematical model for developing expected returns.
|
|
For the Years Ended December 31,
|
||||
|
2019
|
|
2018
|
|
2017
|
Plan Grants:
|
|
|
|
|
|
Discount for the lack of distributions until vested(1)
|
18.7%
|
|
12.0%
|
|
11.8%
|
Performance Grants :
|
|
|
|
|
|
Discount for the lack of distributions until vested(1)
|
14.0%
|
|
12.8%
|
|
N/A
|
(1)
|
Based on the present value of a growing annuity calculation.
|
|
For the Years Ended
December 31, |
||||
|
2019
|
|
2018
|
|
2017
|
Plan Grants:
|
|
|
|
|
|
Holding Period Restriction (in years)
|
0.4
|
|
0.8
|
|
0.6
|
Volatility(1)
|
37.9%
|
|
24.9%
|
|
22.1%
|
Dividend Yield(2)
|
6.7%
|
|
5.7%
|
|
6.1%
|
Bonus Grants:
|
|
|
|
|
|
Holding Period Restriction (in years)
|
0.2
|
|
0.2
|
|
0.2
|
Volatility(1)
|
40.7%
|
|
22.5%
|
|
22.6%
|
Dividend Yield(2)
|
7.2%
|
|
5.3%
|
|
5.4%
|
Performance Grants:
|
|
|
|
|
|
Holding Period Restriction (in years)
|
0.9
|
|
1.2
|
|
N/A
|
Volatility(1)
|
30.6%
|
|
23.9%
|
|
N/A
|
Dividend Yield(2)
|
6.6%
|
|
5.7%
|
|
N/A
|
(1)
|
The Company determined the expected volatility based on the volatility of the Company’s Class A share price as of the grant date with consideration to comparable companies.
|
(2)
|
Calculated based on the historical dividends paid during the twelve months ended December 31, 2019 and 2018 and the Company’s Class A share price as of the measurement date of the grant on a weighted average basis.
|
|
For the Years Ended
December 31, |
||||
|
2019
|
|
2018
|
|
2017
|
Plan Grants:
|
|
|
|
|
|
Marketability discount for transfer restrictions(1)
|
4.9%
|
|
4.7%
|
|
3.6%
|
Bonus Grants:
|
|
|
|
|
|
Marketability discount for transfer restrictions(1)
|
4.1%
|
|
2.3%
|
|
2.3%
|
Performance Grants:
|
|
|
|
|
|
Marketability discount for transfer restrictions(1)
|
5.9%
|
|
5.6%
|
|
N/A
|
(1)
|
Based on the Finnerty Model calculation.
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Operating lease obligations(1)
|
$
|
28,094
|
|
|
$
|
40,516
|
|
|
$
|
51,184
|
|
|
$
|
49,383
|
|
|
$
|
47,237
|
|
|
$
|
467,698
|
|
|
$
|
684,112
|
|
Other long-term obligations(2)
|
16,959
|
|
|
1,871
|
|
|
906
|
|
|
673
|
|
|
673
|
|
|
673
|
|
|
21,755
|
|
|||||||
2018 AMH Credit Facility(3)
|
675
|
|
|
675
|
|
|
675
|
|
|
358
|
|
|
—
|
|
|
—
|
|
|
2,383
|
|
|||||||
2024 Senior Notes(3)
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
|
508,333
|
|
|
—
|
|
|
588,333
|
|
|||||||
2026 Senior Notes(3)
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
530,983
|
|
|
640,983
|
|
|||||||
2029 Senior Notes(3)
|
32,886
|
|
|
32,886
|
|
|
32,886
|
|
|
32,886
|
|
|
32,886
|
|
|
810,818
|
|
|
975,248
|
|
|||||||
2039 Senior Secured Guaranteed Notes(3)
|
15,503
|
|
|
15,503
|
|
|
15,503
|
|
|
15,503
|
|
|
15,503
|
|
|
549,786
|
|
|
627,301
|
|
|||||||
2048 Senior Notes(3)
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
|
15,000
|
|
|
648,750
|
|
|
723,750
|
|
|||||||
2050 Subordinated Notes(3)
|
14,850
|
|
|
14,850
|
|
|
14,850
|
|
|
14,850
|
|
|
14,850
|
|
|
671,844
|
|
|
746,094
|
|
|||||||
Secured Borrowing
|
330
|
|
|
330
|
|
|
330
|
|
|
330
|
|
|
330
|
|
|
19,913
|
|
|
21,563
|
|
|||||||
2014 AMI Term Facility II
|
302
|
|
|
302
|
|
|
17,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,949
|
|
|||||||
2016 AMI Term Facility I
|
246
|
|
|
246
|
|
|
246
|
|
|
246
|
|
|
246
|
|
|
18,924
|
|
|
20,154
|
|
|||||||
2016 AMI Term Facility II
|
256
|
|
|
256
|
|
|
256
|
|
|
18,428
|
|
|
—
|
|
|
—
|
|
|
19,196
|
|
|||||||
Obligations
|
$
|
167,101
|
|
|
$
|
164,435
|
|
|
$
|
191,181
|
|
|
$
|
189,657
|
|
|
$
|
657,058
|
|
|
$
|
3,719,389
|
|
|
$
|
5,088,821
|
|
(1)
|
Operating lease obligations excludes $135.7 million of other operating expenses associated with operating leases.
|
(2)
|
Includes (i) payments on management service agreements related to certain assets and (ii) payments with respect to certain consulting agreements entered into by the Company. Note that a significant portion of these costs are reimbursable by funds.
|
(3)
|
See note 11 of the consolidated financial statements for further discussion of these debt obligations.
|
Note:
|
Due to the fact that the timing of certain amounts to be paid cannot be determined or for other reasons discussed below, the following contractual commitments have not been presented in the table above.
|
(i)
|
As noted previously, we have entered into a tax receivable agreement with our Managing Partners and Contributing Partners which requires us to pay to our Managing Partners and Contributing Partners 85% of any tax savings received by APO Corp. from our step-up in tax basis. The tax savings achieved may not ensure that we have sufficient cash available to pay this liability and we might be required to incur additional debt to satisfy this liability.
|
(ii)
|
Debt amounts related to the consolidated VIEs are not presented in the table above as the Company is not a guarantor of these non-recourse liabilities.
|
(iii)
|
In connection with the Stone Tower acquisition, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future performance fees earned from certain of the Stone Tower funds, CLOs and strategic investment accounts. This contingent consideration liability is remeasured to fair value at each reporting period until the obligations are satisfied. See note 16 to the consolidated financial statements for further information regarding the contingent consideration liability.
|
(iv)
|
Commitments from certain of our subsidiaries to contribute to the funds we manage and certain related parties.
|
Fund
|
Apollo and Related Party Commitments
|
|
% of Total Fund Commitments
|
|
Apollo Only (Excluding Related Party) Commitments
|
|
Apollo Only (Excluding Related Party) % of Total Fund Commitments
|
|
Apollo and Related Party Remaining Commitments
|
|
Apollo Only (Excluding Related Party) Remaining Commitments
|
||||||||||
Credit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apollo Credit Opportunity Fund II, L.P. (“COF II”)
|
$
|
30.5
|
|
|
1.93
|
%
|
|
$
|
23.4
|
|
|
1.48
|
%
|
|
$
|
0.8
|
|
|
$
|
0.6
|
|
Apollo Credit Opportunity Fund I, L.P. (“COF I”)
|
449.2
|
|
|
30.26
|
|
|
29.7
|
|
|
2.00
|
|
|
237.1
|
|
|
4.2
|
|
||||
Financial Credit Investment IV, L.P. (“FCI IV”)
|
174.3
|
|
|
26.90
|
|
|
11.3
|
|
|
1.75
|
|
|
174.3
|
|
|
11.3
|
|
||||
FCI III
|
224.3
|
|
|
11.76
|
|
|
0.1
|
|
|
0.01
|
|
|
102.3
|
|
|
—
|
|
||||
Financial Credit Investment II, L.P. (“FCI II”)
|
245.3
|
|
|
15.77
|
|
|
—
|
|
|
—
|
|
|
115.5
|
|
|
—
|
|
||||
FCI I
|
151.3
|
|
|
27.07
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
SCRF IV
|
416.1
|
|
|
16.63
|
|
|
33.1
|
|
|
1.32
|
|
|
109.0
|
|
|
8.8
|
|
||||
MidCap
|
1,672.9
|
|
|
80.23
|
|
|
110.9
|
|
|
5.32
|
|
|
31.0
|
|
|
31.0
|
|
||||
Apollo Moultrie Credit Fund, L.P.
|
400.0
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
160.0
|
|
|
—
|
|
||||
Apollo Accord Master Fund II, L.P.
|
116.6
|
|
|
22.57
|
|
|
11.6
|
|
|
2.25
|
|
|
20.4
|
|
|
7.6
|
|
||||
Apollo Accord Master Fund III, L.P.
|
225.1
|
|
|
25.40
|
|
|
0.1
|
|
|
0.01
|
|
|
168.8
|
|
|
0.1
|
|
||||
PK Air 1, L.P. (“PK AirFinance”)
|
2,539.0
|
|
|
100.00
|
|
|
2,539.0
|
|
|
—
|
|
|
325.3
|
|
|
—
|
|
||||
Apollo Revolver Fund, L.P.
|
322.1
|
|
|
61.31
|
|
|
42.1
|
|
|
8.01
|
|
|
322.1
|
|
|
42.1
|
|
||||
Athora(1)
|
663.7
|
|
|
27.37
|
|
|
140.0
|
|
|
5.77
|
|
|
459.9
|
|
|
97.1
|
|
||||
Other Credit
|
3,591.1
|
|
|
Various
|
|
|
216.7
|
|
|
Various
|
|
|
1,436.3
|
|
|
120.5
|
|
||||
Private Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fund IX
|
1,917.5
|
|
|
7.75
|
|
|
470.2
|
|
|
1.90
|
|
|
1,583.7
|
|
|
393.5
|
|
||||
Fund VIII
|
1,543.5
|
|
|
8.40
|
|
|
396.8
|
|
|
2.16
|
|
|
257.1
|
|
|
67.1
|
|
||||
Fund VII
|
467.2
|
|
|
3.18
|
|
|
178.1
|
|
|
1.21
|
|
|
60.9
|
|
|
23.2
|
|
||||
Fund VI
|
246.3
|
|
|
2.43
|
|
|
6.1
|
|
|
0.06
|
|
|
9.7
|
|
|
0.2
|
|
||||
Fund V
|
100.0
|
|
|
2.67
|
|
|
0.5
|
|
|
0.01
|
|
|
6.2
|
|
|
—
|
|
||||
Fund IV
|
100.0
|
|
|
2.78
|
|
|
0.2
|
|
|
0.01
|
|
|
0.5
|
|
|
—
|
|
||||
AION
|
151.5
|
|
|
18.34
|
|
|
50.0
|
|
|
6.05
|
|
|
19.2
|
|
|
6.1
|
|
||||
ANRP I
|
426.1
|
|
|
32.21
|
|
|
10.1
|
|
|
0.76
|
|
|
57.9
|
|
|
1.1
|
|
||||
ANRP II
|
561.2
|
|
|
16.25
|
|
|
25.9
|
|
|
0.75
|
|
|
193.1
|
|
|
8.8
|
|
||||
ANRP III
|
650.1
|
|
|
46.44
|
|
|
30.1
|
|
|
2.15
|
|
|
650.1
|
|
|
30.1
|
|
||||
A.A. Mortgage Opportunities, L.P.
|
625.0
|
|
|
80.31
|
|
|
—
|
|
|
—
|
|
|
261.6
|
|
|
—
|
|
||||
Apollo Rose, L.P.
|
299.1
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Apollo Rose II, L.P.
|
887.1
|
|
|
51.01
|
|
|
33.0
|
|
|
1.9
|
|
|
394.6
|
|
|
14.9
|
|
||||
Champ, L.P.
|
188.7
|
|
|
78.25
|
|
|
26.0
|
|
|
10.8
|
|
|
15.7
|
|
|
2.4
|
|
||||
Apollo Royalties Management, LLC
|
108.6
|
|
|
100.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Apollo Hybrid Value Fund, L.P.
|
841.7
|
|
|
25.99
|
|
|
64.2
|
|
|
1.98
|
|
|
634.6
|
|
|
48.4
|
|
||||
COF III
|
358.1
|
|
|
10.45
|
|
|
36.4
|
|
|
1.06
|
|
|
74.3
|
|
|
8.1
|
|
||||
Apollo Asia Private Credit Fund, L.P.
|
126.5
|
|
|
55.12
|
|
|
0.1
|
|
|
0.04
|
|
|
31.9
|
|
|
—
|
|
||||
AEOF
|
125.5
|
|
|
12.01
|
|
|
25.5
|
|
|
2.44
|
|
|
92.5
|
|
|
18.8
|
|
||||
Other Private Equity
|
713.8
|
|
|
Various
|
|
|
105.0
|
|
|
Various
|
|
|
161.0
|
|
|
48.7
|
|
||||
Real Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. RE Fund III
|
317.1
|
|
|
71.68
|
|
|
7.1
|
|
|
1.60
|
|
|
317.1
|
|
|
7.1
|
|
||||
U.S. RE Fund II(2)
|
717.6
|
|
|
57.71
|
|
|
4.7
|
|
|
0.38
|
|
|
336.1
|
|
|
1.8
|
|
||||
U.S. RE Fund I(2)
|
434.7
|
|
|
66.60
|
|
|
16.6
|
|
|
2.54
|
|
|
80.9
|
|
|
2.7
|
|
||||
Asia RE Fund(2)
|
386.8
|
|
|
53.77
|
|
|
8.4
|
|
|
1.16
|
|
|
189.2
|
|
|
3.7
|
|
||||
Infrastructure Equity Fund(3)
|
246.1
|
|
|
27.43
|
|
|
13.1
|
|
|
1.46
|
|
|
49.1
|
|
|
2.7
|
|
||||
EPF III(1)
|
609.4
|
|
|
13.52
|
|
|
74.7
|
|
|
1.66
|
|
|
356.5
|
|
|
43.9
|
|
||||
EPF II(1)
|
410.8
|
|
|
11.95
|
|
|
60.2
|
|
|
1.75
|
|
|
92.9
|
|
|
18.1
|
|
||||
Apollo European Principal Finance Fund, L.P. (“EPF I”)(1)
|
300.9
|
|
|
20.74
|
|
|
19.8
|
|
|
1.37
|
|
|
48.8
|
|
|
4.5
|
|
||||
Other Real Assets
|
364.1
|
|
|
Various
|
|
|
24.1
|
|
|
Various
|
|
|
18.3
|
|
|
1.1
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Apollo SPN Investments I, L.P.
|
15.6
|
|
|
0.34
|
|
|
15.6
|
|
|
0.34
|
|
|
10.2
|
|
|
10.2
|
|
||||
Total
|
$
|
25,462.1
|
|
|
|
|
$
|
4,860.5
|
|
|
|
|
$
|
9,666.5
|
|
|
$
|
1,090.5
|
|
(1)
|
Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.12 as of December 31, 2019.
|
(2)
|
Figures for U.S. RE Fund I include base, additional, and co-investment commitments. A co-investment vehicle within U.S. RE Fund I is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.33 as of December 31, 2019. Figures for U.S. RE Fund II and Asia RE Fund include co-investment commitments.
|
(3)
|
Figures for Apollo Infrastructure Equity Fund include Apollo Infra Equity US Fund, L.P. and Apollo Infra Equity International Fund, L.P. commitments.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
Our credit and real assets funds continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or portfolios, as well as, fund-wide risks.
|
•
|
The investment process of our private equity funds involves a detailed analysis of potential acquisitions, and investment management teams assigned to monitor the strategic development, financing and capital deployment decisions of each portfolio investment.
|
•
|
capital commitments to an Apollo fund;
|
•
|
capital invested in an Apollo fund;
|
•
|
the gross, net or adjusted asset value of an Apollo fund, as defined; or
|
•
|
as otherwise defined in the respective agreements.
|
•
|
the performance criteria for each individual fund in relation to how that fund’s results of operations are impacted by changes in market risk factors;
|
•
|
whether such performance criteria are annual or over the life of the fund;
|
•
|
to the extent applicable, the previous performance of each fund in relation to its performance criteria; and
|
•
|
whether each funds’ performance fee distributions are subject to contingent repayment.
|
|
For the Years Ended December 31,
|
|
|||||||
|
2019
|
|
2018
|
|
|||||
|
(in thousands)
|
|
|||||||
Management fees
|
$
|
10,675
|
|
|
$
|
8,406
|
|
|
|
Performance fees
|
1,645
|
|
|
—
|
|
(1
|
)
|
||
Principal investment income
|
1,120
|
|
|
—
|
|
(1
|
)
|
(1)
|
We estimate a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would result in increases in performance fees and principal investment income as a result of losses incurred during the year ended December 31, 2018.
|
|
For the Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
10% Decline in Fair Value of Investments Held
|
|
|
|
||||
Credit
|
$
|
222,874
|
|
|
$
|
123,243
|
|
Private Equity
|
446,502
|
|
|
795,238
|
|
||
Real Assets
|
132,795
|
|
|
49,326
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
◦
|
We involved senior, more experienced audit team members to perform audit procedures.
|
◦
|
We tested the design and operating effectiveness of controls over the performance allocation calculations and the determination of the fair value of illiquid investments.
|
◦
|
We evaluated whether the Company’s performance allocation calculations were performed in accordance with the terms of the funds’ governing agreements.
|
◦
|
We utilized our fair value specialists to assist in the evaluation of the valuation methods, assumptions and unobservable inputs used by the Company to determine fair value of illiquid investments.
|
◦
|
We evaluated the Company’s historical ability to accurately estimate fair value of illiquid investments by comparing previous estimates of fair value to market transactions with third-parties and investigated differences.
|
◦
|
We involved senior, more experienced audit team members to perform audit procedures.
|
◦
|
We tested the design and operating effectiveness of internal controls over the estimated tax impacts of the Corporate Conversion, including internal controls over the accounting and disclosures related to the transaction.
|
◦
|
We utilized our tax specialists to assist us in evaluating the transaction, including:
|
◦
|
Evaluated the steps undertaken by the Company to legally effectuate the transaction and resulting changes in the income tax provision to test the appropriate corporate tax inputs were utilized in the calculations.
|
◦
|
Evaluated the allocation of the step-up in tax basis to the Company’s assets.
|
◦
|
Assessed the appropriateness of any changes to the liability associated with the tax receivable agreement resulting from the Corporate Conversion.
|
◦
|
Evaluated the financial statement disclosures related to the deferred tax asset, income tax provision, and liability associated with the tax receivable agreement for completeness and accuracy.
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,556,202
|
|
|
$
|
609,747
|
|
Restricted cash
|
19,779
|
|
|
3,457
|
|
||
U.S. Treasury securities, at fair value
|
554,387
|
|
|
392,932
|
|
||
Investments (includes performance allocations of $1,507,571 and $912,182 as of December 31, 2019 and December 31, 2018, respectively)
|
3,609,859
|
|
|
2,722,612
|
|
||
Assets of consolidated variable interest entities:
|
|
|
|
||||
Cash and cash equivalents
|
45,329
|
|
|
49,671
|
|
||
Investments, at fair value
|
1,213,169
|
|
|
1,175,677
|
|
||
Other assets
|
41,688
|
|
|
65,543
|
|
||
Incentive fees receivable
|
2,414
|
|
|
6,792
|
|
||
Due from related parties
|
415,069
|
|
|
378,108
|
|
||
Deferred tax assets, net
|
473,165
|
|
|
306,094
|
|
||
Other assets
|
326,449
|
|
|
192,169
|
|
||
Lease assets
|
190,696
|
|
|
—
|
|
||
Goodwill
|
93,911
|
|
|
88,852
|
|
||
Total Assets
|
$
|
8,542,117
|
|
|
$
|
5,991,654
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
94,364
|
|
|
$
|
70,878
|
|
Accrued compensation and benefits
|
64,393
|
|
|
73,583
|
|
||
Deferred revenue
|
84,639
|
|
|
111,097
|
|
||
Due to related parties
|
501,387
|
|
|
425,435
|
|
||
Profit sharing payable
|
758,669
|
|
|
452,141
|
|
||
Debt
|
2,650,600
|
|
|
1,360,448
|
|
||
Liabilities of consolidated variable interest entities:
|
|
|
|
||||
Debt, at fair value
|
850,147
|
|
|
855,461
|
|
||
Other liabilities
|
79,572
|
|
|
78,977
|
|
||
Other liabilities
|
210,740
|
|
|
111,794
|
|
||
Lease liabilities
|
209,479
|
|
|
—
|
|
||
Total Liabilities
|
5,503,990
|
|
|
3,539,814
|
|
||
Commitments and Contingencies (see note 16)
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Apollo Global Management, Inc. stockholders’ equity:
|
|
|
|
||||
Series A Preferred Shares, 11,000,000 shares issued and outstanding as of December 31, 2018
|
—
|
|
|
264,398
|
|
||
Series A Preferred Stock, 11,000,000 shares issued and outstanding as of December 31, 2019
|
264,398
|
|
|
—
|
|
||
Series B Preferred Shares, 12,000,000 shares issued and outstanding as of December 31, 2018
|
—
|
|
|
289,815
|
|
||
Series B Preferred Stock, 12,000,000 shares issued and outstanding as of December 31, 2019
|
289,815
|
|
|
—
|
|
||
Class A Shares, no par value, unlimited shares authorized, 201,400,500 shares issued and outstanding as of December 31, 2018
|
—
|
|
|
—
|
|
||
Class A Common Stock, $0.00001 par value, 90,000,000,000 shares authorized, 222,994,407 shares issued and outstanding as of December 31, 2019
|
—
|
|
|
—
|
|
||
Class B Shares, no par value, unlimited shares authorized, 1 share issued and outstanding as of December 31, 2018
|
—
|
|
|
—
|
|
||
Class B Common Stock, $0.00001 par value, 999,999,999 shares authorized, 1 share issued and outstanding as of December 31, 2019
|
—
|
|
|
—
|
|
||
Class C Common Stock, $0.00001 par value, 1 share authorized, 1 share issued and outstanding as of December 31, 2019
|
—
|
|
|
—
|
|
||
Additional paid in capital
|
1,302,587
|
|
|
1,299,418
|
|
||
Accumulated deficit
|
—
|
|
|
(473,276
|
)
|
||
Accumulated other comprehensive loss
|
(4,578
|
)
|
|
(4,159
|
)
|
||
Total Apollo Global Management, Inc. Stockholders’ equity
|
1,852,222
|
|
|
1,376,196
|
|
||
Non-Controlling Interests in consolidated entities
|
281,904
|
|
|
271,522
|
|
||
Non-Controlling Interests in Apollo Operating Group
|
904,001
|
|
|
804,122
|
|
||
Total Stockholders’ Equity
|
3,038,127
|
|
|
2,451,840
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
8,542,117
|
|
|
$
|
5,991,654
|
|
|
For the Years Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Management fees
|
$
|
1,575,814
|
|
|
$
|
1,345,252
|
|
|
$
|
1,154,925
|
|
Advisory and transaction fees, net
|
123,644
|
|
|
112,278
|
|
|
117,624
|
|
|||
Investment income (loss):
|
|
|
|
|
|
||||||
Performance allocations
|
1,057,139
|
|
|
(400,305
|
)
|
|
1,306,193
|
|
|||
Principal investment income
|
166,527
|
|
|
5,122
|
|
|
161,630
|
|
|||
Total investment income (loss)
|
1,223,666
|
|
|
(395,183
|
)
|
|
1,467,823
|
|
|||
Incentive fees
|
8,725
|
|
|
30,718
|
|
|
31,431
|
|
|||
Total Revenues
|
2,931,849
|
|
|
1,093,065
|
|
|
2,771,803
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Compensation and benefits:
|
|
|
|
|
|
||||||
Salary, bonus and benefits
|
514,513
|
|
|
459,604
|
|
|
428,882
|
|
|||
Equity-based compensation
|
189,648
|
|
|
173,228
|
|
|
91,450
|
|
|||
Profit sharing expense
|
556,926
|
|
|
(57,833
|
)
|
|
515,073
|
|
|||
Total compensation and benefits
|
1,261,087
|
|
|
574,999
|
|
|
1,035,405
|
|
|||
Interest expense
|
98,369
|
|
|
59,374
|
|
|
52,873
|
|
|||
General, administrative and other
|
330,342
|
|
|
266,444
|
|
|
257,858
|
|
|||
Placement fees
|
1,482
|
|
|
2,122
|
|
|
13,913
|
|
|||
Total Expenses
|
1,691,280
|
|
|
902,939
|
|
|
1,360,049
|
|
|||
Other Income (Loss):
|
|
|
|
|
|
||||||
Net gains (losses) from investment activities
|
138,154
|
|
|
(186,449
|
)
|
|
95,104
|
|
|||
Net gains from investment activities of consolidated variable interest entities
|
39,911
|
|
|
45,112
|
|
|
10,665
|
|
|||
Interest income
|
35,522
|
|
|
20,654
|
|
|
6,421
|
|
|||
Other income (loss), net
|
(46,307
|
)
|
|
35,829
|
|
|
245,640
|
|
|||
Total Other Income (Loss)
|
167,280
|
|
|
(84,854
|
)
|
|
357,830
|
|
|||
Income before income tax (provision) benefit
|
1,407,849
|
|
|
105,272
|
|
|
1,769,584
|
|
|||
Income tax (provision) benefit
|
128,994
|
|
|
(86,021
|
)
|
|
(325,945
|
)
|
|||
Net Income
|
1,536,843
|
|
|
19,251
|
|
|
1,443,639
|
|
|||
Net income attributable to Non-Controlling Interests
|
(693,650
|
)
|
|
(29,627
|
)
|
|
(814,535
|
)
|
|||
Net Income (Loss) Attributable to Apollo Global Management, Inc.
|
843,193
|
|
|
(10,376
|
)
|
|
629,104
|
|
|||
Series A Preferred Stock Dividends
|
(17,531
|
)
|
|
(17,531
|
)
|
|
(13,538
|
)
|
|||
Series B Preferred Stock Dividends
|
(19,125
|
)
|
|
(14,131
|
)
|
|
—
|
|
|||
Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders
|
$
|
806,537
|
|
|
$
|
(42,038
|
)
|
|
$
|
615,566
|
|
Net Income Per Share of Class A Common Stock:
|
|
|
|
|
|
||||||
Net Income (Loss) Available to Class A Common Stock – Basic
|
$
|
3.72
|
|
|
$
|
(0.30
|
)
|
|
$
|
3.12
|
|
Net Income (Loss) Available to Class A Common Stock – Diluted
|
$
|
3.71
|
|
|
$
|
(0.30
|
)
|
|
$
|
3.10
|
|
Weighted Average Number of Shares of Class A Common Stock Outstanding – Basic
|
207,072,413
|
|
|
199,946,632
|
|
|
190,931,743
|
|
|||
Weighted Average Number of Shares of Class A Common Stock Outstanding – Diluted
|
208,748,524
|
|
|
199,946,632
|
|
|
192,581,693
|
|
|
For the Years Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net Income
|
$
|
1,536,843
|
|
|
$
|
19,251
|
|
|
$
|
1,443,639
|
|
Other Comprehensive Income, net of tax:
|
|
|
|
|
|
||||||
Currency translation adjustments, net of tax
|
(6,191
|
)
|
|
(19,078
|
)
|
|
13,953
|
|
|||
Net gain (loss) from change in fair value of cash flow hedge instruments
|
(1,812
|
)
|
|
105
|
|
|
105
|
|
|||
Net gain (loss) on available-for-sale securities
|
88
|
|
|
(786
|
)
|
|
36
|
|
|||
Total Other Comprehensive Income (Loss), net of tax
|
(7,915
|
)
|
|
(19,759
|
)
|
|
14,094
|
|
|||
Comprehensive Income (Loss)
|
1,528,928
|
|
|
(508
|
)
|
|
1,457,733
|
|
|||
Comprehensive Income attributable to Non-Controlling Interests
|
(686,154
|
)
|
|
(12,218
|
)
|
|
(821,715
|
)
|
|||
Comprehensive Income (Loss) Attributable to Apollo Global Management, Inc.
|
$
|
842,774
|
|
|
$
|
(12,726
|
)
|
|
$
|
636,018
|
|
|
Apollo Global Management, LLC Shareholders
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Class A Shares
|
|
Class B Shares
|
|
Series A Preferred Shares
|
|
Series B Preferred Shares
|
|
Additional
Paid in Capital |
|
Accumulated Deficit
|
|
Accumulated
Other Comprehensive Loss |
|
Total Apollo
Global Management, LLC. Shareholders’ Equity |
|
Non-
Controlling Interests in Consolidated Entities |
|
Non-
Controlling Interests in Apollo Operating Group |
|
Total Shareholders’ Equity
|
||||||||||||||||||||
Balance at January 1, 2017
|
185,460,294
|
|
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,830,025
|
|
|
$
|
(986,186
|
)
|
|
$
|
(8,723
|
)
|
|
$
|
835,116
|
|
|
$
|
90,063
|
|
|
$
|
942,349
|
|
|
$
|
1,867,528
|
|
Adoption of new accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,901
|
|
|
|
|
22,901
|
|
|
—
|
|
|
—
|
|
|
22,901
|
|
||||||||||
Dilution impact of issuance of Class A shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(344
|
)
|
|
—
|
|
|
—
|
|
|
(344
|
)
|
|
—
|
|
|
—
|
|
|
(344
|
)
|
|||||||||
Equity issued in connection with Preferred shares offering
|
—
|
|
|
—
|
|
|
264,398
|
|
|
|
|
—
|
|
|
|
|
|
|
264,398
|
|
|
—
|
|
|
—
|
|
|
264,398
|
|
||||||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,174
|
|
|
—
|
|
|
—
|
|
|
72,174
|
|
|
—
|
|
|
—
|
|
|
72,174
|
|
|||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,455
|
|
|
—
|
|
|
47,455
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
(13,538
|
)
|
|
—
|
|
|
(366,700
|
)
|
|
—
|
|
|
—
|
|
|
(380,238
|
)
|
|
(16,327
|
)
|
|
(410,776
|
)
|
|
(807,341
|
)
|
|||||||||
Payments related to issuances of Class A shares for equity-based awards
|
2,323,205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,741
|
)
|
|
—
|
|
|
(31,741
|
)
|
|
—
|
|
|
—
|
|
|
(31,741
|
)
|
|||||||||
Repurchase of Class A shares
|
(233,248
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,903
|
)
|
|
—
|
|
|
—
|
|
|
(6,903
|
)
|
|
—
|
|
|
—
|
|
|
(6,903
|
)
|
|||||||||
Exchange of AOG Units for Class A shares
|
7,717,418
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,545
|
|
|
—
|
|
|
—
|
|
|
51,545
|
|
|
—
|
|
|
(39,609
|
)
|
|
11,936
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
13,538
|
|
|
—
|
|
|
—
|
|
|
615,566
|
|
|
—
|
|
|
629,104
|
|
|
8,891
|
|
|
805,644
|
|
|
1,443,639
|
|
|||||||||
Currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
6,579
|
|
|
6,579
|
|
|
10,004
|
|
|
(2,630
|
)
|
|
13,953
|
|
||||||||||
Net gain from change in fair value of cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
50
|
|
|
50
|
|
|
—
|
|
|
55
|
|
|
105
|
|
||||||||||
Net income on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
285
|
|
|
285
|
|
|
—
|
|
|
(249
|
)
|
|
36
|
|
||||||||||
Balance at December 31, 2017
|
195,267,669
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
—
|
|
|
$
|
1,579,797
|
|
|
$
|
(379,460
|
)
|
|
$
|
(1,809
|
)
|
|
$
|
1,462,926
|
|
|
$
|
140,086
|
|
|
$
|
1,294,784
|
|
|
$
|
2,897,796
|
|
Adoption of new accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(8,116
|
)
|
|
—
|
|
|
(8,150
|
)
|
|
—
|
|
|
(11,210
|
)
|
|
(19,360
|
)
|
|||||||||
Dilution impact of issuance of Class A shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|||||||||
Equity issued in connection with Preferred shares offering
|
—
|
|
|
—
|
|
|
—
|
|
|
289,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
289,815
|
|
|
—
|
|
|
—
|
|
|
289,815
|
|
|||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,537
|
|
|
—
|
|
|
—
|
|
|
147,537
|
|
|
—
|
|
|
—
|
|
|
147,537
|
|
|||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146,465
|
|
|
—
|
|
|
146,465
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
(17,531
|
)
|
|
(14,131
|
)
|
|
(406,863
|
)
|
|
—
|
|
|
—
|
|
|
(438,525
|
)
|
|
(31,434
|
)
|
|
(441,355
|
)
|
|
(911,314
|
)
|
|||||||||
Payments related to issuances of Class A shares for equity-based awards
|
3,440,447
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,740
|
|
|
(43,662
|
)
|
|
—
|
|
|
(14,922
|
)
|
|
—
|
|
|
—
|
|
|
(14,922
|
)
|
|||||||||
Repurchase of Class A shares
|
(2,701,876
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,908
|
)
|
|
—
|
|
|
—
|
|
|
(90,908
|
)
|
|
—
|
|
|
—
|
|
|
(90,908
|
)
|
|||||||||
Exchange of AOG Units for Class A shares
|
5,394,260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,036
|
|
|
—
|
|
|
—
|
|
|
41,036
|
|
|
—
|
|
|
(33,910
|
)
|
|
7,126
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
17,531
|
|
|
14,131
|
|
|
—
|
|
|
(42,038
|
)
|
|
—
|
|
|
(10,376
|
)
|
|
31,648
|
|
|
(2,021
|
)
|
|
19,251
|
|
|||||||||
Currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,010
|
)
|
|
(2,010
|
)
|
|
(15,243
|
)
|
|
(1,825
|
)
|
|
(19,078
|
)
|
|||||||||
Net gain from change in fair value of cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
52
|
|
|
—
|
|
|
53
|
|
|
105
|
|
|||||||||
Net loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(392
|
)
|
|
(392
|
)
|
|
—
|
|
|
(394
|
)
|
|
(786
|
)
|
|||||||||
Balance at December 31, 2018
|
201,400,500
|
|
|
1
|
|
|
$
|
264,398
|
|
|
$
|
289,815
|
|
|
$
|
1,299,418
|
|
|
$
|
(473,276
|
)
|
|
$
|
(4,159
|
)
|
|
$
|
1,376,196
|
|
|
$
|
271,522
|
|
|
$
|
804,122
|
|
|
$
|
2,451,840
|
|
|
Apollo Global Management, Inc. Stockholders
|
|||||||||||||
|
Class A Shares
|
|
Class A
Common Stock |
|
Class B Shares
|
|
Class B
Common Stock |
|
Class C
Common Stock |
|||||
Balance at January 1, 2019
|
201,400,500
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Issuance of Class C Common Stock resulting from the Conversion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Payments related to issuances of Class A Common Stock for equity-based awards
|
2,737,557
|
|
|
341,111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Repurchase of Class A Common Stock
|
(3,719,014
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange of AOG Units for Class A Common Stock
|
21,984,253
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Reclassifications resulting from the Conversion
|
(222,403,296
|
)
|
|
222,403,296
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
Balance at December 31, 2019
|
—
|
|
|
222,994,407
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
Apollo Global Management, Inc. Stockholders
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
Series A Preferred Shares
|
|
Series A Preferred Stock
|
|
Series B Preferred Shares
|
|
Series B Preferred Stock
|
|
Additional
Paid in
Capital
|
|
Retained Earnings (Accumulated
Deficit) |
|
Accumulated
Other
Comprehensive Loss
|
|
Total Apollo
Global
Management,
Inc.
Stockholders’
Equity
|
|
Non-
Controlling
Interests in
Consolidated
Entities
|
|
Non-
Controlling
Interests in
Apollo
Operating
Group
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||||||
Balance at January 1, 2019
|
$
|
264,398
|
|
|
$
|
—
|
|
|
$
|
289,815
|
|
|
$
|
—
|
|
|
$
|
1,299,418
|
|
|
$
|
(473,276
|
)
|
|
$
|
(4,159
|
)
|
|
$
|
1,376,196
|
|
|
$
|
271,522
|
|
|
$
|
804,122
|
|
|
$
|
2,451,840
|
|
Dilution impact of issuance of Class A Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146,718
|
|
|
—
|
|
|
—
|
|
|
146,718
|
|
|
—
|
|
|
—
|
|
|
146,718
|
|
|||||||||||
Capital contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,081
|
|
|
—
|
|
|
1,081
|
|
|||||||||||
Dividends
|
(13,148
|
)
|
|
(4,383
|
)
|
|
(14,344
|
)
|
|
(4,781
|
)
|
|
(158,576
|
)
|
|
(276,698
|
)
|
|
—
|
|
|
(471,930
|
)
|
|
(15,260
|
)
|
|
(464,675
|
)
|
|
(951,865
|
)
|
|||||||||||
Payments related to issuances of Class A Common Stock for equity-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,137
|
|
|
(56,563
|
)
|
|
—
|
|
|
(45,426
|
)
|
|
—
|
|
|
—
|
|
|
(45,426
|
)
|
|||||||||||
Repurchase of Class A Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110,726
|
)
|
|
—
|
|
|
—
|
|
|
(110,726
|
)
|
|
—
|
|
|
—
|
|
|
(110,726
|
)
|
|||||||||||
Exchange of AOG Units for Class A Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,592
|
|
|
—
|
|
|
—
|
|
|
114,592
|
|
|
—
|
|
|
(97,039
|
)
|
|
17,553
|
|
|||||||||||
Net income
|
13,148
|
|
|
4,383
|
|
|
14,344
|
|
|
4,781
|
|
|
—
|
|
|
806,537
|
|
|
—
|
|
|
843,193
|
|
|
30,504
|
|
|
663,146
|
|
|
1,536,843
|
|
|||||||||||
Currency translation adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
442
|
|
|
442
|
|
|
(5,943
|
)
|
|
(690
|
)
|
|
(6,191
|
)
|
|||||||||||
Net loss from change in fair value of cash flow hedge instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(899
|
)
|
|
(899
|
)
|
|
—
|
|
|
(913
|
)
|
|
(1,812
|
)
|
|||||||||||
Net gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
38
|
|
|
—
|
|
|
50
|
|
|
88
|
|
|||||||||||
Reclassifications resulting from the Conversion
|
(264,398
|
)
|
|
264,398
|
|
|
(289,815
|
)
|
|
289,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Balance at December 31, 2019
|
$
|
—
|
|
|
$
|
264,398
|
|
|
$
|
—
|
|
|
$
|
289,815
|
|
|
$
|
1,302,587
|
|
|
$
|
—
|
|
|
$
|
(4,578
|
)
|
|
$
|
1,852,222
|
|
|
$
|
281,904
|
|
|
$
|
904,001
|
|
|
$
|
3,038,127
|
|
|
For the Years Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,536,843
|
|
|
$
|
19,251
|
|
|
$
|
1,443,639
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity-based compensation
|
189,648
|
|
|
173,228
|
|
|
91,450
|
|
|||
Depreciation and amortization
|
15,758
|
|
|
15,233
|
|
|
18,379
|
|
|||
Unrealized (gains) losses from investment activities
|
(135,967
|
)
|
|
191,896
|
|
|
(99,376
|
)
|
|||
Principal investment income
|
(166,527
|
)
|
|
(5,122
|
)
|
|
(161,630
|
)
|
|||
Performance allocations
|
(1,057,139
|
)
|
|
400,305
|
|
|
(1,306,193
|
)
|
|||
Change in fair value of contingent obligations
|
43,082
|
|
|
(11,166
|
)
|
|
9,916
|
|
|||
Loss (gain) from change in tax receivable agreement liability
|
50,307
|
|
|
(35,405
|
)
|
|
(200,240
|
)
|
|||
Deferred taxes, net
|
(145,432
|
)
|
|
79,188
|
|
|
314,127
|
|
|||
Net loss related to cash flow hedge instruments
|
(1,974
|
)
|
|
—
|
|
|
—
|
|
|||
Non-cash lease expense
|
43,623
|
|
|
—
|
|
|
—
|
|
|||
Other non-cash amounts included in net income, net
|
(22,260
|
)
|
|
(18,363
|
)
|
|
(42
|
)
|
|||
Cash flows due to changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Incentive fees receivable
|
4,378
|
|
|
660
|
|
|
5,674
|
|
|||
Due from related parties
|
(49,670
|
)
|
|
(108,684
|
)
|
|
(23,184
|
)
|
|||
Accounts payable and accrued expenses
|
23,486
|
|
|
2,005
|
|
|
11,408
|
|
|||
Accrued compensation and benefits
|
(9,190
|
)
|
|
11,109
|
|
|
9,720
|
|
|||
Deferred revenue
|
(17,281
|
)
|
|
(13,680
|
)
|
|
(43,378
|
)
|
|||
Due to related parties
|
4,234
|
|
|
(5,668
|
)
|
|
(6,949
|
)
|
|||
Profit sharing payable
|
268,501
|
|
|
(224,796
|
)
|
|
215,809
|
|
|||
Lease liability
|
(31,570
|
)
|
|
—
|
|
|
—
|
|
|||
Other assets and other liabilities, net
|
(19,002
|
)
|
|
3,677
|
|
|
(16,543
|
)
|
|||
Cash distributions of earnings from principal investments
|
77,981
|
|
|
66,860
|
|
|
65,448
|
|
|||
Cash distributions of earnings from performance allocations
|
517,016
|
|
|
397,432
|
|
|
650,457
|
|
|||
Satisfaction of contingent obligations
|
(5,055
|
)
|
|
(6,947
|
)
|
|
(23,597
|
)
|
|||
Apollo Fund and VIE related:
|
|
|
|
|
|
||||||
Net realized and unrealized gains from investing activities and debt
|
(39,429
|
)
|
|
(40,850
|
)
|
|
(9,773
|
)
|
|||
Purchases of investments
|
(443,393
|
)
|
|
(479,674
|
)
|
|
(709,928
|
)
|
|||
Proceeds from sale of investments
|
431,883
|
|
|
467,367
|
|
|
562,150
|
|
|||
Changes in other assets and other liabilities, net
|
19,843
|
|
|
(63,597
|
)
|
|
62,508
|
|
|||
Net Cash Provided by Operating Activities
|
$
|
1,082,694
|
|
|
$
|
814,259
|
|
|
$
|
859,852
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Purchases of fixed assets
|
$
|
(39,495
|
)
|
|
$
|
(14,741
|
)
|
|
$
|
(8,529
|
)
|
Proceeds from sale of investments
|
3,742
|
|
|
49,239
|
|
|
—
|
|
|||
Purchase of investments
|
(15,048
|
)
|
|
(104,786
|
)
|
|
(12,711
|
)
|
|||
Purchase of U.S. Treasury securities
|
(541,530
|
)
|
|
(449,865
|
)
|
|
(363,812
|
)
|
|||
Proceeds from maturities of U.S. Treasury securities
|
390,336
|
|
|
423,342
|
|
|
—
|
|
|||
Cash contributions to equity method investments
|
(186,985
|
)
|
|
(268,933
|
)
|
|
(153,309
|
)
|
|||
Cash distributions from equity method investments
|
127,029
|
|
|
121,555
|
|
|
117,577
|
|
|||
Issuance of related party loans
|
(2,025
|
)
|
|
(3,295
|
)
|
|
(6,114
|
)
|
|||
Repayment of related party loans
|
—
|
|
|
—
|
|
|
17,700
|
|
|||
Other investing activities
|
4
|
|
|
224
|
|
|
(8,621
|
)
|
|||
Net Cash Used in Investing Activities
|
$
|
(263,972
|
)
|
|
$
|
(247,260
|
)
|
|
$
|
(417,819
|
)
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Principal repayments of debt
|
$
|
(15,317
|
)
|
|
$
|
(300,000
|
)
|
|
$
|
—
|
|
Issuance of Preferred Stock, net of issuance costs
|
—
|
|
|
289,815
|
|
|
264,398
|
|
|||
Dividends to Preferred Stockholders
|
(36,656
|
)
|
|
(31,662
|
)
|
|
(13,538
|
)
|
|||
Issuance of debt
|
1,323,885
|
|
|
303,267
|
|
|
—
|
|
|||
Satisfaction of tax receivable agreement
|
(37,234
|
)
|
|
(50,267
|
)
|
|
(17,895
|
)
|
|||
Repurchase of Class A Common Stock
|
(110,726
|
)
|
|
(90,908
|
)
|
|
(18,463
|
)
|
|||
Payments related to deliveries of Class A Common Stock for RSUs
|
(56,563
|
)
|
|
(43,662
|
)
|
|
(31,741
|
)
|
|||
Dividends paid
|
(435,274
|
)
|
|
(406,863
|
)
|
|
(366,700
|
)
|
|||
Distributions paid to Non-Controlling Interests in Apollo Operating Group
|
(464,675
|
)
|
|
(441,355
|
)
|
|
(410,776
|
)
|
|||
Other financing activities
|
(22,558
|
)
|
|
(9,637
|
)
|
|
(3,471
|
)
|
|||
Apollo Fund and VIE related:
|
|
|
|
|
|
||||||
Issuance of debt
|
378,872
|
|
|
—
|
|
|
553,034
|
|
|||
Principal repayment of debt
|
(373,554
|
)
|
|
(92,153
|
)
|
|
(443,082
|
)
|
|||
Distributions paid to Non-Controlling Interests in consolidated entities
|
(11,347
|
)
|
|
(25,948
|
)
|
|
(10,776
|
)
|
|||
Contributions from Non-Controlling Interests in consolidated entities
|
860
|
|
|
147,189
|
|
|
45,375
|
|
|||
Net Cash Provided by (Used in) Financing Activities
|
$
|
139,713
|
|
|
$
|
(752,184
|
)
|
|
$
|
(453,635
|
)
|
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities
|
958,435
|
|
|
(185,185
|
)
|
|
(11,602
|
)
|
|||
Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities, Beginning of Period
|
662,875
|
|
|
848,060
|
|
|
859,662
|
|
|||
Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities, End of Period
|
$
|
1,621,310
|
|
|
$
|
662,875
|
|
|
$
|
848,060
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
80,869
|
|
|
$
|
55,135
|
|
|
$
|
57,310
|
|
Interest paid by consolidated variable interest entities
|
15,238
|
|
|
16,553
|
|
|
13,207
|
|
|||
Income taxes paid
|
42,840
|
|
|
10,220
|
|
|
13,624
|
|
|||
Supplemental Disclosure of Non-Cash Investing Activities:
|
|
|
|
|
|
||||||
Non-cash distributions from principal investments
|
$
|
(1,099
|
)
|
|
$
|
(26,465
|
)
|
|
$
|
(52,683
|
)
|
Non-cash purchases of other investments, at fair value
|
(2,449
|
)
|
|
194,003
|
|
|
51,248
|
|
|||
Non-cash sales of other investments, at fair value
|
—
|
|
|
(48,587
|
)
|
|
—
|
|
|||
Acquisition of Goodwill
|
5,059
|
|
|
—
|
|
|
—
|
|
|||
Supplemental Disclosure of Non-Cash Financing Activities:
|
|
|
|
|
|
||||||
Capital increases related to equity-based compensation
|
$
|
146,718
|
|
|
$
|
147,537
|
|
|
$
|
72,174
|
|
Issuance of restricted shares
|
11,137
|
|
|
28,740
|
|
|
—
|
|
|||
Other non-cash financing activities
|
24
|
|
|
113
|
|
|
(345
|
)
|
|||
Adjustments related to exchange of Apollo Operating Group units:
|
|
|
|
|
|
||||||
Deferred tax assets
|
171,814
|
|
|
45,017
|
|
|
56,908
|
|
|||
Due to related parties
|
(41,954
|
)
|
|
(37,891
|
)
|
|
(44,972
|
)
|
|||
Additional paid in capital
|
(17,553
|
)
|
|
(7,126
|
)
|
|
(11,936
|
)
|
|||
Non-Controlling Interest in Apollo Operating Group
|
97,039
|
|
|
33,910
|
|
|
39,609
|
|
|||
|
|
|
|
|
|
||||||
Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Consolidated Statements of Financial Condition:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,556,202
|
|
|
$
|
609,747
|
|
|
$
|
751,273
|
|
Restricted cash
|
19,779
|
|
|
3,457
|
|
|
3,875
|
|
|||
Cash and cash equivalents held at consolidated variable interest entities
|
45,329
|
|
|
49,671
|
|
|
92,912
|
|
|||
Total Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities
|
$
|
1,621,310
|
|
|
$
|
662,875
|
|
|
$
|
848,060
|
|
•
|
Credit—primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed investments across the capital structure;
|
•
|
Private equity—primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments; and
|
•
|
Real assets—primarily invests in (i) real estate equity and infrastructure equity for the acquisition and recapitalization of real estate and infrastructure assets, portfolios, platforms and operating companies, (ii) real estate and infrastructure debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities and (iii) European performing and non-performing loans, and unsecured consumer loans.
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
Investments, at fair value
|
$
|
1,053,556
|
|
|
$
|
900,959
|
|
Equity method investments
|
1,048,732
|
|
|
909,471
|
|
||
Performance allocations
|
1,507,571
|
|
|
912,182
|
|
||
Total Investments
|
$
|
3,609,859
|
|
|
$
|
2,722,612
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Statements of Financial Condition
|
|
|
|
||||
Investments
|
$
|
107,952
|
|
|
$
|
89,340
|
|
Assets
|
146,875
|
|
|
125,505
|
|
||
Liabilities
|
132,734
|
|
|
117,229
|
|
||
Equity
|
14,141
|
|
|
8,276
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Statements of Operations
|
|
|
|
|
|
||||||
Revenues
|
$
|
16,258
|
|
|
$
|
6,637
|
|
|
$
|
8,788
|
|
Expenses
|
13,956
|
|
|
5,462
|
|
|
7,324
|
|
|||
Income before income tax provision (benefit)
|
2,302
|
|
|
1,175
|
|
|
1,464
|
|
|||
Income tax provision (benefit)
|
117
|
|
|
122
|
|
|
106
|
|
|||
Net income
|
$
|
2,185
|
|
|
$
|
1,053
|
|
|
$
|
1,358
|
|
Net income attributable to non-controlling interests
|
(13
|
)
|
|
—
|
|
|
—
|
|
|||
Net income available to Athene shareholders
|
2,172
|
|
|
1,053
|
|
|
1,358
|
|
|||
Preferred stock dividends
|
(36
|
)
|
|
—
|
|
|
—
|
|
|||
Net income available to Athene common shareholders
|
$
|
2,136
|
|
|
$
|
1,053
|
|
|
$
|
1,358
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Realized gains on sales of investments, net
|
$
|
45
|
|
|
$
|
67
|
|
|
$
|
103
|
|
Net change in unrealized gains (losses) due to changes in fair value
|
138,109
|
|
|
(186,516
|
)
|
|
95,001
|
|
|||
Net gains (losses) from investment activities
|
$
|
138,154
|
|
|
$
|
(186,449
|
)
|
|
$
|
95,104
|
|
|
Equity Held as of
|
|||||||
|
December 31, 2019
|
(4)
|
December 31, 2018
|
(4)
|
||||
Credit(1)
|
$
|
318,054
|
|
|
$
|
279,888
|
|
|
Private Equity(2)
|
632,540
|
|
|
534,818
|
|
|
||
Real Assets
|
98,138
|
|
|
94,765
|
|
|
||
Total equity method investments(3)
|
$
|
1,048,732
|
|
|
$
|
909,471
|
|
|
(1)
|
The equity method investment in AINV was $51.0 million and $53.9 million as of December 31, 2019 and 2018, respectively. The value of the Company’s investment in AINV was $51.3 million and $36.7 million based on the quoted market price of AINV as of December 31, 2019 and 2018, respectively.
|
(2)
|
The equity method investment in Fund VIII was $370.7 million and $356.6 million as of December 31, 2019 and 2018, respectively, representing an ownership percentage of 2.2% and 2.2% as of December 31, 2019 and 2018, respectively.
|
(3)
|
Certain funds invest across multiple segments. The presentation in the table above is based on the classification of the majority of such funds’ investments.
|
(4)
|
Some amounts included are a quarter in arrears.
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Aggregate Totals
|
||||||||||||||||||||||||
|
As of
December 31, |
|
As of
December 31, |
|
As of
December 31, |
|
As of
December 31, |
||||||||||||||||||||||||
Statement of Financial Condition
|
2019(1)
|
|
2018(1)
|
|
2019(1)
|
|
2018(1)
|
|
2019(1)
|
|
2018(1)
|
|
2019(1)
|
|
2018(1)
|
||||||||||||||||
Investments
|
$
|
34,361,782
|
|
|
$
|
26,461,258
|
|
|
$
|
32,517,599
|
|
|
$
|
28,668,459
|
|
|
$
|
12,248,343
|
|
|
$
|
9,712,205
|
|
|
$
|
79,127,724
|
|
|
$
|
64,841,922
|
|
Assets
|
39,128,474
|
|
|
29,400,363
|
|
|
33,259,492
|
|
|
30,058,053
|
|
|
13,039,865
|
|
|
10,251,322
|
|
|
85,427,831
|
|
|
69,709,738
|
|
||||||||
Liabilities
|
22,069,959
|
|
|
17,834,650
|
|
|
427,076
|
|
|
545,729
|
|
|
5,281,751
|
|
|
3,451,002
|
|
|
27,778,786
|
|
|
21,831,381
|
|
||||||||
Equity
|
17,058,515
|
|
|
11,565,713
|
|
|
32,832,416
|
|
|
29,512,324
|
|
|
7,758,114
|
|
|
6,800,320
|
|
|
57,649,045
|
|
|
47,878,357
|
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Aggregate Totals
|
||||||||||||||||||||||||||||||||||||||||
|
For the Years Ended
December 31, |
|
For the Years Ended
December 31, |
|
For the Years Ended
December 31, |
|
For the Years Ended
December 31, |
||||||||||||||||||||||||||||||||||||||||
Statement of Operations
|
2019(1)
|
|
2018(1)
|
|
2017(1)
|
|
2019(1)
|
|
2018(1)
|
|
2017(1)
|
|
2019(1)
|
|
2018(1)
|
|
2017(1)
|
|
2019(1)
|
|
2018(1)
|
|
2017(1)
|
||||||||||||||||||||||||
Revenues/Investment Income
|
$
|
1,974,306
|
|
|
$
|
1,058,776
|
|
|
$
|
833,059
|
|
|
$
|
675,305
|
|
|
$
|
738,738
|
|
|
$
|
1,045,157
|
|
|
$
|
509,963
|
|
|
$
|
608,928
|
|
|
$
|
903,675
|
|
|
$
|
3,159,574
|
|
|
$
|
2,406,442
|
|
|
$
|
2,781,891
|
|
Expenses
|
1,969,329
|
|
|
1,184,462
|
|
|
484,593
|
|
|
680,331
|
|
|
640,504
|
|
|
401,596
|
|
|
362,454
|
|
|
320,187
|
|
|
190,783
|
|
|
3,012,114
|
|
|
2,145,153
|
|
|
1,076,972
|
|
||||||||||||
Net Investment Income (Loss)
|
4,977
|
|
|
(125,686
|
)
|
|
348,466
|
|
|
(5,026
|
)
|
|
98,234
|
|
|
643,561
|
|
|
147,509
|
|
|
288,741
|
|
|
712,892
|
|
|
147,460
|
|
|
261,289
|
|
|
1,704,919
|
|
||||||||||||
Net Realized and Unrealized Gain (Loss)
|
1,843,877
|
|
|
221,321
|
|
|
1,045,057
|
|
|
3,672,268
|
|
|
(3,303,225
|
)
|
|
5,831,659
|
|
|
856,380
|
|
|
(48,559
|
)
|
|
(102,240
|
)
|
|
6,372,525
|
|
|
(3,130,463
|
)
|
|
6,774,476
|
|
||||||||||||
Net Income (Loss)
|
$
|
1,848,854
|
|
|
$
|
95,635
|
|
|
$
|
1,393,523
|
|
|
$
|
3,667,242
|
|
|
$
|
(3,204,991
|
)
|
|
$
|
6,475,220
|
|
|
$
|
1,003,889
|
|
|
$
|
240,182
|
|
|
$
|
610,652
|
|
|
$
|
6,519,985
|
|
|
$
|
(2,869,174
|
)
|
|
$
|
8,479,395
|
|
(1)
|
Certain credit, private equity and real assets fund amounts are as of and for the twelve months ended September 30, 2019, 2018 and 2017 and exclude amounts related to Athene Holding.
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||
Credit
|
$
|
418,517
|
|
|
$
|
241,896
|
|
Private Equity
|
822,531
|
|
|
520,892
|
|
||
Real Assets
|
266,523
|
|
|
149,394
|
|
||
Total performance allocations
|
$
|
1,507,571
|
|
|
$
|
912,182
|
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||
Performance allocations, January 1, 2018
|
$
|
193,294
|
|
|
$
|
1,425,947
|
|
|
$
|
209,689
|
|
|
$
|
1,828,930
|
|
Change in fair value of funds
|
104,706
|
|
|
(448,932
|
)
|
|
(5,208
|
)
|
|
(349,434
|
)
|
||||
Fund distributions to the Company
|
(56,104
|
)
|
|
(456,123
|
)
|
(1)
|
(55,087
|
)
|
|
(567,314
|
)
|
||||
Performance allocations, December 31, 2018
|
$
|
241,896
|
|
|
$
|
520,892
|
|
|
$
|
149,394
|
|
|
$
|
912,182
|
|
Change in fair value of funds
|
265,402
|
|
|
726,700
|
|
|
120,303
|
|
|
1,112,405
|
|
||||
Fund distributions to the Company
|
(88,781
|
)
|
|
(425,061
|
)
|
|
(3,174
|
)
|
|
(517,016
|
)
|
||||
Performance allocations, December 31, 2019
|
$
|
418,517
|
|
|
$
|
822,531
|
|
|
$
|
266,523
|
|
|
$
|
1,507,571
|
|
(1)
|
Includes realized performance allocations of $169.9 million from AP Alternative Assets, L.P. (“AAA”), settled in the form of shares of Athene Holding.
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||
Credit
|
$
|
314,125
|
|
|
$
|
178,093
|
|
Private Equity
|
329,817
|
|
|
205,617
|
|
||
Real Assets
|
114,727
|
|
|
68,431
|
|
||
Total profit sharing payable
|
$
|
758,669
|
|
|
$
|
452,141
|
|
|
Credit
|
|
Private Equity
|
|
Real Assets
|
|
Total
|
||||||||
Profit sharing payable, January 1, 2018
|
$
|
183,109
|
|
|
$
|
485,242
|
|
|
$
|
83,925
|
|
|
$
|
752,276
|
|
Profit sharing expense
|
60,009
|
|
|
(94,390
|
)
|
|
6,357
|
|
|
(28,024
|
)
|
||||
Payments/other(1)
|
(65,025
|
)
|
|
(185,235
|
)
|
(2)
|
(21,851
|
)
|
|
(272,111
|
)
|
||||
Profit sharing payable, December 31, 2018
|
$
|
178,093
|
|
|
$
|
205,617
|
|
|
$
|
68,431
|
|
|
$
|
452,141
|
|
Profit sharing expense
|
210,188
|
|
|
316,534
|
|
|
51,920
|
|
|
578,642
|
|
||||
Payments/other
|
(74,156
|
)
|
|
(192,334
|
)
|
|
(5,624
|
)
|
|
(272,114
|
)
|
||||
Profit sharing payable, December 31, 2019
|
$
|
314,125
|
|
|
$
|
329,817
|
|
|
$
|
114,727
|
|
|
$
|
758,669
|
|
(1)
|
Includes $10.6 million associated with the adoption of revenue recognition accounting guidance, as discussed in note 2.
|
(2)
|
Includes $46.6 million associated with profit sharing expense related to AAA that was settled in the form of shares of Athene Holding.
|
|
For the Years Ended December 31,
|
|
||||||||||
|
2019
|
(1)
|
2018
|
(1)
|
2017
|
(1)
|
||||||
Net gains from investment activities
|
$
|
51,039
|
|
|
$
|
23,922
|
|
|
$
|
7,960
|
|
|
Net gains (losses) from debt
|
(11,941
|
)
|
|
16,875
|
|
|
6,416
|
|
|
|||
Interest and other income
|
29,224
|
|
|
35,612
|
|
|
35,154
|
|
|
|||
Interest and other expenses
|
(28,411
|
)
|
|
(31,297
|
)
|
|
(38,865
|
)
|
|
|||
Net gains from investment activities of consolidated variable interest entities
|
$
|
39,911
|
|
|
$
|
45,112
|
|
|
$
|
10,665
|
|
|
(1)
|
Amounts reflect consolidation eliminations.
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||
|
Principal Outstanding
|
|
Weighted Average Interest Rate
|
|
Weighted Average Remaining Maturity in Years
|
|
Principal Outstanding
|
|
Weighted Average Interest Rate
|
|
Weighted Average Remaining Maturity in Years
|
||||||
Senior Secured Notes(2)
|
$
|
757,628
|
|
|
1.56
|
%
|
|
10.2
|
|
$
|
768,860
|
|
|
1.67
|
%
|
|
11.2
|
Subordinated Notes(2)
|
93,572
|
|
|
N/A
|
|
(1)
|
20.4
|
|
95,686
|
|
|
N/A
|
|
(1)
|
21.4
|
||
Secured Borrowings(2)(3)
|
18,976
|
|
|
3.69
|
%
|
|
7.8
|
|
18,976
|
|
|
3.42
|
%
|
|
8.8
|
||
Total
|
$
|
870,176
|
|
|
|
|
|
|
$
|
883,522
|
|
|
|
|
|
(1)
|
The subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.
|
(2)
|
The debt of the consolidated VIEs is collateralized by assets of the consolidated VIEs and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. The fair value of the debt and collateralized assets of the Senior Secured Notes, Subordinated Notes and Secured Borrowings are presented below:
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||
Debt, at fair value
|
$
|
850,147
|
|
|
$
|
855,461
|
|
Collateralized assets
|
$
|
1,300,186
|
|
|
$
|
1,290,891
|
|
(3)
|
Secured borrowings consist of a consolidated VIE’s obligation through a repurchase agreement redeemable at maturity with a third party lender. The fair value of the secured borrowings as of December 31, 2019 and December 31, 2018 was $19.0 million and $19.0 million, respectively.
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
Assets:
|
|
|
|
||||
Cash
|
$
|
222,481
|
|
|
$
|
404,660
|
|
Investments
|
5,418,295
|
|
|
4,919,118
|
|
||
Receivables
|
137,165
|
|
|
126,873
|
|
||
Total Assets
|
$
|
5,777,941
|
|
|
$
|
5,450,651
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Debt and other payables
|
$
|
3,449,227
|
|
|
$
|
3,673,219
|
|
Total Liabilities
|
$
|
3,449,227
|
|
|
$
|
3,673,219
|
|
|
|
|
|
||||
Apollo Exposure(1)
|
$
|
250,521
|
|
|
$
|
244,894
|
|
(1)
|
Represents Apollo’s direct investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative performance allocations are subject to reversal in the event of future losses, as discussed in note 16.
|
|
As of December 31, 2019
|
||||||||||||||||||
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Cost
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities, at fair value
|
$
|
664,249
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
664,249
|
|
|
$
|
642,176
|
|
Investments, at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in Athene Holding
|
897,052
|
|
|
—
|
|
|
—
|
|
|
897,052
|
|
|
590,110
|
|
|||||
Other investments
|
—
|
|
|
43,094
|
|
|
113,410
|
|
(1)
|
156,504
|
|
|
135,686
|
|
|||||
Total investments, at fair value
|
897,052
|
|
|
43,094
|
|
|
113,410
|
|
|
1,053,556
|
|
|
725,796
|
|
|||||
Investments of VIEs, at fair value
|
—
|
|
|
891,256
|
|
|
321,069
|
|
|
1,212,325
|
|
|
|
||||||
Investments of VIEs, valued using NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
844
|
|
|
|
||||||
Total investments of VIEs, at fair value
|
—
|
|
|
891,256
|
|
|
321,069
|
|
|
1,213,169
|
|
|
|
||||||
Derivative assets(2)
|
—
|
|
|
249
|
|
|
—
|
|
|
249
|
|
|
|
||||||
Total Assets
|
$
|
1,561,301
|
|
|
$
|
934,599
|
|
|
$
|
434,479
|
|
|
$
|
2,931,223
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities of VIEs, at fair value
|
$
|
—
|
|
|
$
|
850,147
|
|
|
$
|
—
|
|
|
$
|
850,147
|
|
|
|
||
Contingent consideration obligations(3)
|
—
|
|
|
—
|
|
|
112,514
|
|
|
112,514
|
|
|
|
||||||
Derivative liabilities(2)
|
—
|
|
|
93
|
|
|
—
|
|
|
93
|
|
|
|
||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
850,240
|
|
|
$
|
112,514
|
|
|
$
|
962,754
|
|
|
|
|
As of December 31, 2018
|
||||||||||||||||||
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Cost
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities, at fair value
|
$
|
392,932
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
392,932
|
|
|
$
|
390,336
|
|
Investments, at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in Athene Holding
|
761,807
|
|
|
—
|
|
|
—
|
|
|
761,807
|
|
|
592,572
|
|
|||||
Other investments
|
—
|
|
|
42,782
|
|
|
96,370
|
|
(1)
|
139,152
|
|
|
124,379
|
|
|||||
Total investments, at fair value
|
761,807
|
|
|
42,782
|
|
|
96,370
|
|
|
900,959
|
|
|
716,951
|
|
|||||
Investments of VIEs, at fair value
|
—
|
|
|
877,427
|
|
|
295,987
|
|
|
1,173,414
|
|
|
|
||||||
Investments of VIEs, valued using NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
2,263
|
|
|
|
||||||
Total investments of VIEs, at fair value
|
—
|
|
|
877,427
|
|
|
295,987
|
|
|
1,175,677
|
|
|
|
||||||
Derivative assets(2)
|
—
|
|
|
388
|
|
|
—
|
|
|
388
|
|
|
|
||||||
Total Assets
|
$
|
1,154,739
|
|
|
$
|
920,597
|
|
|
$
|
392,357
|
|
|
$
|
2,469,956
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities of VIEs, at fair value
|
$
|
—
|
|
|
$
|
855,461
|
|
|
$
|
—
|
|
|
$
|
855,461
|
|
|
|
||
Contingent consideration obligations(3)
|
—
|
|
|
—
|
|
|
74,487
|
|
|
74,487
|
|
|
|
||||||
Derivative liabilities(2)
|
—
|
|
|
681
|
|
|
—
|
|
|
681
|
|
|
|
||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
856,142
|
|
|
$
|
74,487
|
|
|
$
|
930,629
|
|
|
|
(1)
|
Other investments as of December 31, 2019 and December 31, 2018 excludes $25.8 million and $17.0 million, respectively, of performance allocations classified as Level III related to certain investments for which the Company has elected the fair value option. The Company’s policy is to account for performance allocations as investments.
|
(2)
|
Derivative assets and derivative liabilities are presented as a component of Other assets and Other liabilities, respectively, in the consolidated statements of financial condition.
|
(3)
|
Profit sharing payable includes contingent obligations classified as Level III.
|
|
For the Year Ended December 31, 2019
|
||||||||||
|
Other Investments
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||
Balance, Beginning of Period
|
$
|
96,370
|
|
|
$
|
295,987
|
|
|
$
|
392,357
|
|
Purchases
|
15,048
|
|
|
—
|
|
|
15,048
|
|
|||
Sale of investments/distributions
|
(3,742
|
)
|
|
—
|
|
|
(3,742
|
)
|
|||
Net realized gains
|
932
|
|
|
—
|
|
|
932
|
|
|||
Changes in net unrealized gains
|
7,219
|
|
|
35,120
|
|
|
42,339
|
|
|||
Cumulative translation adjustment
|
(2,105
|
)
|
|
(5,922
|
)
|
|
(8,027
|
)
|
|||
Transfer into Level III(1)
|
1,693
|
|
|
—
|
|
|
1,693
|
|
|||
Transfer out of Level III(1)
|
(2,005
|
)
|
|
(4,116
|
)
|
|
(6,121
|
)
|
|||
Balance, End of Period
|
$
|
113,410
|
|
|
$
|
321,069
|
|
|
$
|
434,479
|
|
Change in net unrealized gains included in principal investment income related to investments still held at reporting date
|
$
|
7,189
|
|
|
$
|
—
|
|
|
$
|
7,189
|
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
35,122
|
|
|
35,122
|
|
|
For the Year Ended December 31, 2018
|
||||||||||
|
Other Investments
|
|
Investments of Consolidated VIEs
|
|
Total
|
||||||
Balance, Beginning of Period
|
$
|
35,701
|
|
|
$
|
132,348
|
|
|
$
|
168,049
|
|
Purchases
|
112,645
|
|
|
151,877
|
|
|
264,522
|
|
|||
Sale of investments/distributions
|
(49,288
|
)
|
|
(17,000
|
)
|
|
(66,288
|
)
|
|||
Net realized losses
|
(106
|
)
|
|
(1,084
|
)
|
|
(1,190
|
)
|
|||
Changes in net unrealized gains
|
12,683
|
|
|
45,506
|
|
|
58,189
|
|
|||
Cumulative translation adjustment
|
(591
|
)
|
|
(16,787
|
)
|
|
(17,378
|
)
|
|||
Transfer into Level III(1)
|
4,682
|
|
|
18,783
|
|
|
23,465
|
|
|||
Transfer out of Level III(1)
|
(19,356
|
)
|
|
(17,656
|
)
|
|
(37,012
|
)
|
|||
Balance, End of Period
|
$
|
96,370
|
|
|
$
|
295,987
|
|
|
$
|
392,357
|
|
Change in net unrealized gains included in principal investment income related to investments still held at reporting date
|
$
|
12,618
|
|
|
$
|
—
|
|
|
$
|
12,618
|
|
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
|
—
|
|
|
44,350
|
|
|
44,350
|
|
(1)
|
Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.
|
|
For the Years Ended December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Contingent Consideration Obligations
|
|
Liabilities of Consolidated VIEs & Apollo Funds
|
|
Contingent Consideration Obligations
|
|
Total
|
||||||||
Balance, Beginning of Period
|
$
|
74,487
|
|
|
$
|
12,620
|
|
|
$
|
92,600
|
|
|
$
|
105,220
|
|
Payments
|
(5,055
|
)
|
|
(12,620
|
)
|
|
(6,947
|
)
|
|
(19,567
|
)
|
||||
Changes in net unrealized (gains) losses(1)
|
43,082
|
|
|
—
|
|
|
(11,166
|
)
|
|
(11,166
|
)
|
||||
Balance, End of Period
|
$
|
112,514
|
|
|
$
|
—
|
|
|
$
|
74,487
|
|
|
$
|
74,487
|
|
(1)
|
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the consolidated statements of operations.
|
|
As of December 31, 2019
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Other investments
|
$
|
5,350
|
|
|
Third Party Pricing
|
|
N/A
|
|
N/A
|
|
N/A
|
108,060
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
15.0% - 16.0%
|
|
15.6%
|
||
Investments of consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Equity securities
|
321,069
|
|
|
Book value multiple
|
|
Book value multiple
|
|
0.61x
|
|
0.61x
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
13.1%
|
|
13.1%
|
||||
Total Financial Assets
|
$
|
434,479
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||
Contingent consideration obligation
|
$
|
112,514
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
17.3%
|
|
17.3%
|
Total Financial Liabilities
|
$
|
112,514
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
||||||||||
|
Fair Value
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Ranges
|
|
Weighted Average
|
||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||
Other investments
|
$
|
6,901
|
|
|
Third Party Pricing
|
|
N/A
|
|
N/A
|
|
N/A
|
89,469
|
|
|
Discounted cash flow
|
|
Discount Rate
|
|
15.0% - 16.0%
|
|
15.5%
|
||
Investments of consolidated VIEs:
|
|
|
|
|
|
|
|
|
|
||
Corporate loans/bonds/CLO notes
|
4,116
|
|
|
Third party pricing
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Equity securities
|
291,871
|
|
|
Book value multiple
|
|
Book value multiple
|
|
0.65x
|
|
0.65x
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
15.2%
|
|
15.2%
|
||||
Total investments of consolidated VIEs
|
295,987
|
|
|
|
|
|
|
|
|
|
|
Total Financial Assets
|
$
|
392,357
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
||
Contingent consideration obligation
|
$
|
74,487
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
17.0%
|
|
17.0%
|
Total Financial Liabilities
|
$
|
74,487
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
Fixed assets
|
$
|
138,359
|
|
|
$
|
109,039
|
|
Less: Accumulated depreciation and amortization
|
(96,347
|
)
|
|
(89,049
|
)
|
||
Fixed assets, net
|
42,012
|
|
|
19,990
|
|
||
Deferred equity-based compensation(1)
|
132,422
|
|
|
80,443
|
|
||
Prepaid expenses
|
55,189
|
|
|
49,648
|
|
||
Intangible assets, net
|
20,615
|
|
|
18,899
|
|
||
Tax receivables
|
48,106
|
|
|
10,464
|
|
||
Other
|
28,105
|
|
|
12,725
|
|
||
Total Other Assets
|
$
|
326,449
|
|
|
$
|
192,169
|
|
(1)
|
Deferred equity-based compensation relates to the value of equity-based awards that have been or are expected to be granted in connection with the settlement of certain profit sharing arrangements. A corresponding amount for awards expected to be granted of $112.4 million and $54.5 million, as of December 31, 2019 and 2018, respectively, is included in other liabilities on the consolidated statements of financial condition.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Intangible assets/management contracts
|
$
|
262,169
|
|
|
$
|
254,295
|
|
Accumulated amortization
|
(241,554
|
)
|
|
(235,396
|
)
|
||
Intangible assets, net
|
$
|
20,615
|
|
|
$
|
18,899
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of year
|
$
|
18,899
|
|
|
$
|
18,842
|
|
|
$
|
22,721
|
|
Amortization expense
|
(6,159
|
)
|
|
(5,629
|
)
|
|
(6,428
|
)
|
|||
Acquisitions / additions
|
7,875
|
|
|
5,686
|
|
|
2,549
|
|
|||
Balance, end of year
|
$
|
20,615
|
|
|
$
|
18,899
|
|
|
$
|
18,842
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Amortization of intangible assets
|
$
|
7,944
|
|
|
$
|
6,491
|
|
|
$
|
3,708
|
|
|
$
|
788
|
|
|
$
|
393
|
|
|
$
|
331
|
|
|
$
|
19,655
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating lease cost
|
$
|
42,680
|
|
|
$
|
37,144
|
|
|
$
|
34,184
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating cash flows for operating leases
|
$
|
30,626
|
|
|
$
|
35,654
|
|
|
$
|
37,233
|
|
|
Operating Lease Payments
|
||
2020
|
$
|
26,780
|
|
2021
|
26,793
|
|
|
2022
|
22,487
|
|
|
2023
|
20,685
|
|
|
2024
|
19,767
|
|
|
Thereafter
|
140,221
|
|
|
Total lease payments
|
$
|
256,733
|
|
Less imputed interest
|
(47,254
|
)
|
|
Present value of lease payments
|
$
|
209,479
|
|
|
As of
December 31, 2019 |
|
Weighted average remaining lease term (in years)
|
12.3
|
|
Weighted average discount rate
|
3.3
|
%
|
|
2019
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Aggregate minimum future payments
|
$
|
39,970
|
|
|
$
|
25,923
|
|
|
$
|
33,022
|
|
|
$
|
36,243
|
|
|
$
|
35,231
|
|
|
$
|
400,889
|
|
|
$
|
571,278
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal income tax
|
$
|
1,973
|
|
|
$
|
—
|
|
|
$
|
3,314
|
|
Foreign income tax(1)
|
10,792
|
|
|
4,208
|
|
|
3,271
|
|
|||
State and local income tax
|
3,408
|
|
|
1,633
|
|
|
6,364
|
|
|||
Subtotal
|
16,173
|
|
|
5,841
|
|
|
12,949
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal income tax
|
(120,457
|
)
|
|
33,936
|
|
|
290,213
|
|
|||
Foreign income tax(1)
|
128
|
|
|
—
|
|
|
—
|
|
|||
State and local income tax
|
(24,838
|
)
|
|
46,244
|
|
|
22,783
|
|
|||
Subtotal
|
(145,167
|
)
|
|
80,180
|
|
|
312,996
|
|
|||
Total Income Tax Provision (Benefit)
|
$
|
(128,994
|
)
|
|
$
|
86,021
|
|
|
$
|
325,945
|
|
(1)
|
The foreign income tax provision was calculated on $44.7 million, $41.8 million and $24.0 million of pre-tax income generated in foreign jurisdictions for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
For the Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
U.S. Federal Statutory Tax Rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Income Passed Through to Non-Controlling Interests
|
(10.7
|
)
|
|
(24.2
|
)
|
|
(16.3
|
)
|
(Income) Loss Passed Through to Class A Shareholders
|
(2.7
|
)
|
|
53.8
|
|
|
(10.4
|
)
|
State and Local Income Taxes (net of Federal Benefit)
|
1.1
|
|
|
29.8
|
|
|
1.2
|
|
Impact of Federal Tax Reform
|
—
|
|
|
—
|
|
|
9.7
|
|
Impact of Corporate Conversion
|
(16.7
|
)
|
|
—
|
|
|
—
|
|
Other
|
(1.2
|
)
|
|
1.3
|
|
|
(0.8
|
)
|
Effective Income Tax Rate
|
(9.2
|
)%
|
|
81.7
|
%
|
|
18.4
|
%
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Depreciation and amortization
|
$
|
270,746
|
|
|
$
|
275,793
|
|
Net operating loss carryforwards
|
4,452
|
|
|
16,039
|
|
||
Deferred revenue
|
5,186
|
|
|
6,469
|
|
||
Equity-based compensation
|
9,528
|
|
|
3,849
|
|
||
Foreign tax credit
|
10,725
|
|
|
15,563
|
|
||
Basis difference in investments
|
168,573
|
|
|
—
|
|
||
Other
|
11,042
|
|
|
7,174
|
|
||
Total Deferred Tax Assets
|
480,252
|
|
|
324,887
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Unrealized gains from investments
|
6,299
|
|
|
18,108
|
|
||
Other
|
788
|
|
|
685
|
|
||
Total Deferred Tax Liabilities
|
7,087
|
|
|
18,793
|
|
||
Total Deferred Tax Assets, Net
|
$
|
473,165
|
|
|
$
|
306,094
|
|
Exchange of AOG Units
for Class A Common Stock
|
|
Increase in Deferred Tax Asset
|
|
Increase in Tax Receivable Agreement Liability
|
|
Increase to Additional Paid In Capital
|
||||||
For the Year Ended December 31, 2019
|
|
$
|
171,814
|
|
|
$
|
41,954
|
|
|
$
|
17,553
|
|
For the Year Ended December 31, 2018
|
|
$
|
45,017
|
|
|
$
|
37,891
|
|
|
$
|
7,126
|
|
For the Year Ended December 31, 2017
|
|
$
|
56,908
|
|
|
$
|
44,972
|
|
|
$
|
11,936
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||
|
Outstanding
Balance
|
|
Fair Value
|
|
Annualized
Weighted
Average
Interest Rate
|
|
Outstanding
Balance
|
|
Fair Value
|
|
Annualized
Weighted
Average
Interest Rate
|
||||||||||
2024 Senior Notes(1)
|
$
|
497,164
|
|
|
$
|
529,333
|
|
(4)
|
4.00
|
%
|
|
$
|
496,512
|
|
|
$
|
498,736
|
|
(4)
|
4.00
|
%
|
2026 Senior Notes(1)
|
496,704
|
|
|
540,713
|
|
(4)
|
4.40
|
|
|
496,191
|
|
|
502,107
|
|
(4)
|
4.40
|
|
||||
2029 Senior Notes(1)
|
674,727
|
|
|
761,780
|
|
(4)
|
4.87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2039 Senior Secured Guaranteed Notes(1)
|
316,100
|
|
|
354,093
|
|
(5)
|
4.77
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2048 Senior Notes(1)
|
296,510
|
|
|
350,331
|
|
(4)
|
5.00
|
|
|
296,386
|
|
|
290,714
|
|
(4)
|
5.00
|
|
||||
2050 Subordinated Notes
|
297,008
|
|
|
304,125
|
|
(4)
|
4.95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Secured Borrowing(2)
|
17,921
|
|
|
17,921
|
|
(3)
|
1.99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2014 AMI Term Facility I
|
—
|
|
|
—
|
|
|
—
|
|
|
15,633
|
|
|
15,633
|
|
(3)
|
2.00
|
|
||||
2014 AMI Term Facility II(2)
|
17,266
|
|
|
17,266
|
|
(3)
|
1.75
|
|
|
17,657
|
|
|
17,657
|
|
(3)
|
1.75
|
|
||||
2016 AMI Term Facility I(2)
|
18,915
|
|
|
18,915
|
|
(3)
|
1.30
|
|
|
19,371
|
|
|
19,371
|
|
(3)
|
1.32
|
|
||||
2016 AMI Term Facility II(2)
|
18,285
|
|
|
18,285
|
|
(3)
|
1.40
|
|
|
18,698
|
|
|
18,698
|
|
(3)
|
1.70
|
|
||||
Total Debt
|
$
|
2,650,600
|
|
|
$
|
2,912,762
|
|
|
|
|
$
|
1,360,448
|
|
|
$
|
1,362,916
|
|
|
|
(1)
|
Includes amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs:
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||
2024 Senior Notes
|
$
|
2,394
|
|
|
$
|
2,946
|
|
2026 Senior Notes
|
3,014
|
|
|
3,483
|
|
||
2029 Senior Notes
|
5,928
|
|
|
—
|
|
||
2039 Senior Secured Guaranteed Notes
|
8,900
|
|
|
—
|
|
||
2048 Senior Notes
|
3,185
|
|
|
3,298
|
|
||
2050 Subordinated Notes
|
2,992
|
|
|
—
|
|
||
Total
|
$
|
26,413
|
|
|
$
|
9,727
|
|
(2)
|
Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into several credit facilities (collectively referred to as the “AMI Facilities”) to fund the Company’s investment in certain European CLOs it manages:
|
Facility
|
|
Date
|
|
Loan Amount
|
||
Secured Borrowing
|
|
December 19, 2019
|
|
€
|
15,984
|
|
2014 AMI Term Facility II
|
|
December 9, 2014
|
|
€
|
15,400
|
|
2016 AMI Term Facility I
|
|
January 18, 2016
|
|
€
|
16,870
|
|
2016 AMI Term Facility II
|
|
June 22, 2016
|
|
€
|
16,308
|
|
(3)
|
Fair value is based on obtained broker quotes. These notes are classified as a Level III liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services. For instances where broker quotes are not available, a discounted cash flow method is used to obtain a fair value.
|
(4)
|
Fair value is based on obtained broker quotes. These notes are classified as a Level II liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.
|
(5)
|
Fair value is based on a discounted cash flow method. These notes are classified as a Level III liability within the fair value hierarchy.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Interest Expense:(1)
|
|
|
|
|
|
||||||
2013 AMH Credit Facilities
|
$
|
—
|
|
|
$
|
2,387
|
|
|
$
|
8,328
|
|
2018 AMH Credit Facility
|
1,277
|
|
|
489
|
|
|
—
|
|
|||
2024 Senior Notes
|
20,652
|
|
|
20,652
|
|
|
20,652
|
|
|||
2026 Senior Notes
|
22,513
|
|
|
22,513
|
|
|
22,513
|
|
|||
2029 Senior Notes
|
27,743
|
|
|
—
|
|
|
—
|
|
|||
2039 Senior Secured Guaranteed Notes
|
9,182
|
|
|
—
|
|
|
—
|
|
|||
2048 Senior Notes
|
15,124
|
|
|
12,009
|
|
|
—
|
|
|||
2050 Subordinated Notes
|
586
|
|
|
—
|
|
|
—
|
|
|||
AMI Term Facilities/Secured Borrowing
|
1,292
|
|
|
1,324
|
|
|
1,380
|
|
|||
Total Interest Expense
|
$
|
98,369
|
|
|
$
|
59,374
|
|
|
$
|
52,873
|
|
(1)
|
Debt issuance costs incurred in connection with the 2013 AMH Credit Facilities, the 2018 AMH Credit Facility, the 2024 Senior Notes, the 2026 Senior Notes, the 2029 Senior Notes, the 2039 Senior Secured Guaranteed Notes, the 2048 Senior Notes and the 2050 Subordinated Notes are amortized into interest expense over the term of the debt arrangement.
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
2024 Senior Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
2026 Senior Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|
500,000
|
|
|||||||
2029 Senior Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675,000
|
|
|
675,000
|
|
|||||||
2039 Senior Secured Guaranteed Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325,000
|
|
|
325,000
|
|
|||||||
2048 Senior Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
300,000
|
|
|||||||
2050 Subordinated Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
300,000
|
|
|||||||
Secured Borrowing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,921
|
|
|
17,921
|
|
|||||||
2014 AMI Term Facility II
|
—
|
|
|
—
|
|
|
17,267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,267
|
|
|||||||
2016 AMI Term Facility I
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,915
|
|
|
18,915
|
|
|||||||
2016 AMI Term Facility II
|
—
|
|
|
—
|
|
|
—
|
|
|
18,285
|
|
|
—
|
|
|
—
|
|
|
18,285
|
|
|||||||
Total Obligations as of December 31, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,267
|
|
|
$
|
18,285
|
|
|
$
|
500,000
|
|
|
$
|
2,136,836
|
|
|
$
|
2,672,388
|
|
|
Basic and Diluted
|
|
||||||||||
|
For the Years Ended December 31,
|
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Apollo Global Management, Inc. Class A Common Stockholders
|
$
|
806,537
|
|
|
$
|
(42,038
|
)
|
|
$
|
615,566
|
|
|
Dividends declared on Class A Common Stock(1)
|
(417,386
|
)
|
|
(388,744
|
)
|
|
(354,878
|
)
|
|
|||
Dividends on participating securities(2)
|
(17,888
|
)
|
|
(18,119
|
)
|
|
(11,822
|
)
|
|
|||
Earnings allocable to participating securities
|
(17,343
|
)
|
|
—
|
|
(3)
|
(8,828
|
)
|
|
|||
Undistributed income (loss) attributable to Class A Common Stockholders: Basic
|
353,920
|
|
|
(448,901
|
)
|
|
240,038
|
|
|
|||
Dilution effect on distributable income attributable to unvested RSUs
|
3,173
|
|
|
—
|
|
|
2,706
|
|
|
|||
Undistributed income (loss) attributable to Class A Common Stockholders: Diluted
|
$
|
357,093
|
|
|
$
|
(448,901
|
)
|
|
$
|
242,744
|
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average number of shares of Class A Common Stock outstanding: Basic
|
207,072,413
|
|
|
199,946,632
|
|
|
190,931,743
|
|
|
|||
Dilution effect of unvested RSUs
|
1,676,111
|
|
|
—
|
|
|
1,649,950
|
|
|
|||
Weighted average number of shares of Class A Common Stock outstanding: Diluted
|
208,748,524
|
|
|
199,946,632
|
|
|
192,581,693
|
|
|
|||
Net Income per share of Class A Common Stock: Basic(4)
|
|
|
|
|
|
|
||||||
Distributed Income
|
$
|
2.02
|
|
|
$
|
1.93
|
|
|
$
|
1.85
|
|
|
Undistributed Income (Loss)
|
1.70
|
|
|
(2.23
|
)
|
|
1.27
|
|
|
|||
Net Income (Loss) per share of Class A Common Stock: Basic
|
$
|
3.72
|
|
|
$
|
(0.30
|
)
|
|
$
|
3.12
|
|
|
Net Income per share of Class A Common Stock: Diluted(4)
|
|
|
|
|
|
|
||||||
Distributed Income
|
$
|
2.01
|
|
|
$
|
1.93
|
|
|
$
|
1.84
|
|
|
Undistributed Income (Loss)
|
1.70
|
|
|
(2.23
|
)
|
|
1.26
|
|
|
|||
Net Income (Loss) per share of Class A Common Stock: Diluted
|
$
|
3.71
|
|
|
$
|
(0.30
|
)
|
|
$
|
3.10
|
|
|
(1)
|
See note 14 for information regarding the quarterly dividends declared and paid during 2019, 2018 and 2017.
|
(2)
|
Participating securities consist of vested and unvested RSUs that have rights to dividends and unvested restricted shares.
|
(3)
|
No allocation of undistributed losses was made to the participating securities as the holders do not have a contractual obligation to share in the losses of the Company with Class A Common Stockholders.
|
(4)
|
For the years ended December 31, 2019 and 2017, unvested RSUs were determined to be dilutive, and were accordingly included in the diluted earnings per share calculation. For the years ended December 31, 2019 and 2017, the share options, AOG Units and participating securities were determined to be anti-dilutive and were accordingly excluded from the diluted earnings per share calculation. For the year ended December 31, 2018, all of the classes of securities were determined to be anti-dilutive.
|
|
For the Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Weighted average vested RSUs
|
430,748
|
|
|
384,592
|
|
|
454,929
|
|
Weighted average unvested RSUs
|
N/A
|
|
|
8,850,291
|
|
|
N/A
|
|
Weighted average unexercised options
|
152,084
|
|
|
204,167
|
|
|
213,545
|
|
Weighted average AOG Units outstanding
|
195,124,877
|
|
|
203,019,177
|
|
|
211,360,975
|
|
Weighted average unvested restricted shares
|
959,069
|
|
|
872,252
|
|
|
300,921
|
|
|
For the Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Plan Grants:
|
|
|
|
|
|
|||
Discount for the lack of distributions until vested(1)
|
18.7
|
%
|
|
12.0
|
%
|
|
11.8
|
%
|
Marketability discount for transfer restrictions(2)
|
4.9
|
%
|
|
4.7
|
%
|
|
3.6
|
%
|
Bonus Grants:
|
|
|
|
|
|
|||
Marketability discount for transfer restrictions(2)
|
4.1
|
%
|
|
2.3
|
%
|
|
2.3
|
%
|
Performance Grants:
|
|
|
|
|
|
|||
Discount for the lack of distributions until vested(1)
|
14.0
|
%
|
|
12.8
|
%
|
|
N/A
|
|
Marketability discount for transfer restrictions(2)
|
5.9
|
%
|
|
5.6
|
%
|
|
N/A
|
|
(1)
|
Based on the present value of a growing annuity calculation.
|
(2)
|
Based on the Finnerty Model calculation.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Equity-based compensation
|
$
|
71,438
|
|
|
$
|
75,188
|
|
|
$
|
—
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Actual forfeiture rate
|
2.1
|
%
|
|
7.8
|
%
|
|
9.8
|
%
|
|||
Equity-based compensation
|
$
|
146,096
|
|
|
$
|
146,708
|
|
|
$
|
68,225
|
|
|
Unvested
|
|
Weighted Average Grant Date Fair Value
|
|
Vested
|
|
Total Number of RSUs Outstanding
|
|
|||||
Balance at January 1, 2019
|
9,839,968
|
|
|
$
|
26.52
|
|
|
2,380,783
|
|
|
12,220,751
|
|
(1)
|
Granted
|
4,650,408
|
|
|
26.11
|
|
|
—
|
|
|
4,650,408
|
|
|
|
Forfeited
|
(282,419
|
)
|
|
25.88
|
|
|
(18,524
|
)
|
|
(300,943
|
)
|
|
|
Vested
|
(4,423,264
|
)
|
|
26.43
|
|
|
4,423,264
|
|
|
—
|
|
|
|
Issued
|
—
|
|
|
23.87
|
|
|
(4,435,905
|
)
|
|
(4,435,905
|
)
|
|
|
Balance at December 31, 2019
|
9,784,693
|
|
(2)
|
$
|
26.38
|
|
|
2,349,618
|
|
|
12,134,311
|
|
(1)
|
(1)
|
Amount excludes RSUs which have vested and have been issued in the form of Class A Common Stock.
|
(2)
|
RSUs were expected to vest over the weighted average period of 3.2 years.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Actual forfeiture rate
|
0.8
|
%
|
|
2.9
|
%
|
|
0.8
|
%
|
|||
Equity-based compensation
|
$
|
17,095
|
|
|
$
|
13,515
|
|
|
$
|
5,064
|
|
|
Unvested
|
|
Weighted Average Grant Date Fair Value
|
|
Vested
|
|
Total Number of Restricted Share Awards Outstanding
|
|||||
Balance at January 1, 2019
|
1,088,983
|
|
|
$
|
30.96
|
|
|
—
|
|
|
1,088,983
|
|
Granted
|
303,458
|
|
|
36.66
|
|
|
—
|
|
|
303,458
|
|
|
Forfeited
|
(10,550
|
)
|
|
33.80
|
|
|
—
|
|
|
(10,550
|
)
|
|
Issued
|
—
|
|
|
30.67
|
|
|
(491,433
|
)
|
|
(491,433
|
)
|
|
Vested
|
(491,433
|
)
|
|
30.67
|
|
|
491,433
|
|
|
—
|
|
|
Balance at December 31, 2019
|
890,458
|
|
(1)
|
$
|
33.02
|
|
|
—
|
|
|
890,458
|
|
(1)
|
Restricted share awards were expected to vest over the next 1.7 years.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Management fees
|
$
|
16,697
|
|
|
$
|
11,952
|
|
|
$
|
11,120
|
|
Equity-based compensation
|
$
|
16,697
|
|
|
$
|
11,952
|
|
|
$
|
11,120
|
|
Actual forfeiture rate
|
1.2
|
%
|
|
2.6
|
%
|
|
2.5
|
%
|
|
ARI Awards Unvested
|
|
Weighted Average Grant Date Fair Value
|
|
ARI Awards Vested
|
|
Total Number of ARI Awards Outstanding
|
|||||
Balance at January 1, 2019
|
1,414,614
|
|
|
$
|
16.91
|
|
|
1,167,751
|
|
|
2,582,365
|
|
Granted
|
1,281,045
|
|
|
18.54
|
|
|
—
|
|
|
1,281,045
|
|
|
Forfeited
|
(32,204
|
)
|
|
18.33
|
|
|
—
|
|
|
(32,204
|
)
|
|
Delivered
|
—
|
|
|
16.77
|
|
|
(811,163
|
)
|
|
(811,163
|
)
|
|
Vested
|
(510,922
|
)
|
|
18.11
|
|
|
510,922
|
|
|
—
|
|
|
Balance at December 31, 2019
|
2,152,533
|
|
(1)
|
$
|
17.57
|
|
|
867,510
|
|
|
3,020,043
|
|
(1)
|
ARI Awards were expected to vest over the next 2.3 years.
|
|
AINV Unvested RSUs
|
|
Weighted Average Grant Date Fair Value
|
|
AINV RSUs Vested
|
|
Total Number of AINV Awards Outstanding
|
|||||
Balance at January 1, 2019
|
65,002
|
|
|
$
|
10.89
|
|
|
28,986
|
|
|
93,988
|
|
Granted
|
68,647
|
|
|
11.09
|
|
|
—
|
|
|
68,647
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Delivered
|
—
|
|
|
15.46
|
|
|
(30,390
|
)
|
|
(30,390
|
)
|
|
Vested
|
(53,274
|
)
|
|
16.05
|
|
|
53,274
|
|
|
—
|
|
|
Balance at December 31, 2019
|
80,375
|
|
|
$
|
15.89
|
|
|
51,870
|
|
|
132,245
|
|
(1)
|
AINV Awards were expected to vest over the next 1.6 years.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Management fees
|
$
|
1,155
|
|
|
$
|
(2,743
|
)
|
|
$
|
4,058
|
|
Equity-based compensation
|
$
|
3,576
|
|
|
$
|
(2,136
|
)
|
|
$
|
6,913
|
|
Actual forfeiture rate
|
—
|
%
|
|
3.6
|
%
|
|
0.1
|
%
|
|
AHL Awards Unvested
|
|
Weighted Average Grant Date Fair Value
|
|
AHL Awards Vested
|
|
Total Number of AHL Awards Outstanding
|
|||||
Balance at January 1, 2019
|
143,399
|
|
|
$
|
21.75
|
|
|
606,351
|
|
|
749,750
|
|
Granted
|
7,460
|
|
|
37.50
|
|
|
—
|
|
|
7,460
|
|
|
Vested
|
(109,666
|
)
|
|
19.66
|
|
|
109,666
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Delivered
|
—
|
|
|
17.38
|
|
|
(124,274
|
)
|
|
(124,274
|
)
|
|
Balance at December 31, 2019
|
41,193
|
|
(1)
|
$
|
30.08
|
|
|
591,743
|
|
|
632,936
|
|
(1)
|
33,443 AHL Awards are expected to vest over the next 1.2 years and 7,750 AHL Awards may vest if certain performance metrics are achieved.
|
|
For the Year Ended December 31, 2019
|
|||||||||||||
|
Total Amount
|
|
Non-Controlling Interest % in Apollo Operating Group
|
|
Allocated to Non-Controlling Interest in Apollo Operating Group(1)
|
|
Allocated to Apollo Global Management, Inc.
|
|||||||
RSUs, share options and restricted share awards
|
$
|
161,995
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
161,995
|
|
AHL Awards
|
3,576
|
|
|
44.7
|
|
|
1,597
|
|
|
1,979
|
|
|||
Other equity-based compensation awards
|
24,077
|
|
|
44.7
|
|
|
10,758
|
|
|
13,319
|
|
|||
Total equity-based compensation
|
$
|
189,648
|
|
|
|
|
12,355
|
|
|
177,293
|
|
|||
Less other equity-based compensation awards(2)
|
|
|
|
|
(12,355
|
)
|
|
(30,575
|
)
|
|||||
Capital increase related to equity-based compensation
|
|
|
|
|
$
|
—
|
|
|
$
|
146,718
|
|
|
For the Year Ended December 31, 2018
|
|||||||||||||
|
Total Amount
|
|
Non-Controlling Interest % in Apollo Operating Group
|
|
Allocated to Non-Controlling Interest in Apollo Operating Group(1)
|
|
Allocated to Apollo Global Management, Inc.
|
|||||||
RSUs, share options and restricted share awards
|
$
|
159,575
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
159,575
|
|
AHL Awards
|
(2,136
|
)
|
|
50.1
|
|
|
(1,070
|
)
|
|
(1,066
|
)
|
|||
Other equity-based compensation awards
|
15,789
|
|
|
50.1
|
|
|
7,913
|
|
|
7,876
|
|
|||
Total equity-based compensation
|
$
|
173,228
|
|
|
|
|
6,843
|
|
|
166,385
|
|
|||
Less other equity-based compensation awards(2)
|
|
|
|
|
(6,843
|
)
|
|
(18,848
|
)
|
|||||
Capital increase related to equity-based compensation
|
|
|
|
|
$
|
—
|
|
|
$
|
147,537
|
|
|
For the Year Ended December 31, 2017
|
|||||||||||||
|
Total Amount
|
|
Non-Controlling Interest % in Apollo Operating Group
|
|
Allocated to Non-Controlling Interest in Apollo Operating Group(1)
|
|
Allocated to Apollo Global Management, Inc.
|
|||||||
RSUs, share options and restricted share awards
|
$
|
73,352
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
73,352
|
|
AHL Awards
|
6,913
|
|
|
51.5
|
|
|
3,560
|
|
|
3,353
|
|
|||
Other equity-based compensation awards
|
11,185
|
|
|
51.5
|
|
|
5,760
|
|
|
5,425
|
|
|||
Total equity-based compensation
|
$
|
91,450
|
|
|
|
|
9,320
|
|
|
82,130
|
|
|||
Less other equity-based compensation awards(2)
|
|
|
|
|
(9,320
|
)
|
|
(9,956
|
)
|
|||||
Capital increase related to equity-based compensation
|
|
|
|
|
$
|
—
|
|
|
$
|
72,174
|
|
(1)
|
Calculated based on average ownership percentage for the period considering issuances of Class A shares or Class A Common Stock, as applicable, during the period.
|
(2)
|
Includes equity-based compensation reimbursable by certain funds.
|
|
For the Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Shares of Class A Common Stock issued in settlement of vested RSUs and share options exercised(1)
|
4,640,072
|
|
|
3,866,209
|
|
|
3,565,098
|
|
Reduction of shares of Class A Common Stock issued(2)
|
(1,854,313
|
)
|
|
(1,311,108
|
)
|
|
(1,318,632
|
)
|
Shares of Class A Common Stock purchased related to share issuances and forfeitures(3)
|
14,051
|
|
|
(208,521
|
)
|
|
76,739
|
|
Issuance of shares of Class A Common Stock for equity-based awards
|
2,799,810
|
|
|
2,346,580
|
|
|
2,323,205
|
|
(1)
|
The gross value of shares issued was $148.2 million, $129.0 million and $85.1 million for the years ended December 31, 2019, 2018 and 2017, respectively, based on the closing price of a share of Class A Common Stock at the time of issuance.
|
(2)
|
Cash paid for tax liabilities associated with net share settlement was $56.6 million and $43.7 million and $31.7 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
(3)
|
Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted shares of Class A Common Stock of AGM Inc. that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase shares of Class A Common Stock on the open market and retire them. During the years ended December 31, 2019, 2018 and 2017, we issued 289,714, 927,020 and 495,326 of such restricted shares and 102,089, 85,371 and zero of such RSUs under the Equity Plan, respectively, and repurchased 265,113, 1,093,867 and 413,850 shares of Class A Common Stock in open-market transactions not pursuant to a publicly-announced repurchase plan or program, respectively. In addition, there were 10,550, 41,674 and 4,737 restricted shares forfeited during the years ended December 31, 2019, 2018 and 2017, respectively.
|
Dividend Declaration Date
|
|
Dividend per share of Class A Common Stock
|
|
Payment Date
|
|
Dividend to Class A Common Stockholders
|
|
Distribution to Non-Controlling Interest Holders in the Apollo Operating Group
|
|
Total Distributions from Apollo Operating Group
|
|
Distribution Equivalents on Participating Securities
|
||||||||||
February 3, 2017
|
|
$
|
0.45
|
|
|
February 28, 2017
|
|
$
|
84.2
|
|
|
$
|
97.0
|
|
|
$
|
181.2
|
|
|
$
|
2.9
|
|
N/A
|
|
—
|
|
|
April 13, 2017
|
|
—
|
|
|
20.5
|
|
(1)
|
20.5
|
|
|
—
|
|
|||||
April 28, 2017
|
|
0.49
|
|
|
May 31, 2017
|
|
94.5
|
|
|
102.9
|
|
|
197.4
|
|
|
3.3
|
|
|||||
August 2, 2017
|
|
0.52
|
|
|
August 31, 2017
|
|
100.6
|
|
|
108.8
|
|
|
209.4
|
|
|
3.2
|
|
|||||
November 1, 2017
|
|
0.39
|
|
|
November 30, 2017
|
|
75.6
|
|
|
81.6
|
|
|
157.2
|
|
|
2.4
|
|
|||||
For the year ended December 31, 2017
|
|
$
|
1.85
|
|
|
|
|
$
|
354.9
|
|
|
$
|
410.8
|
|
|
$
|
765.7
|
|
|
$
|
11.8
|
|
February 1, 2018
|
|
$
|
0.66
|
|
|
February 28, 2018
|
|
$
|
133.0
|
|
|
$
|
133.7
|
|
|
$
|
266.7
|
|
|
$
|
5.4
|
|
N/A
|
|
—
|
|
|
April 12, 2018
|
|
—
|
|
|
50.5
|
|
(1)
|
50.5
|
|
|
—
|
|
|||||
May 3, 2018
|
|
0.38
|
|
|
May 31, 2018
|
|
76.6
|
|
|
77.0
|
|
|
153.6
|
|
|
4.1
|
|
|||||
August 2, 2018
|
|
0.43
|
|
|
August 31, 2018
|
|
86.5
|
|
|
87.1
|
|
|
173.6
|
|
|
4.2
|
|
|||||
November 1, 2018
|
|
0.46
|
|
|
November 30, 2018
|
|
92.6
|
|
|
93.0
|
|
|
185.6
|
|
|
4.4
|
|
|||||
For the year ended December 31, 2018
|
|
$
|
1.93
|
|
|
|
|
$
|
388.7
|
|
|
$
|
441.3
|
|
|
$
|
830.0
|
|
|
$
|
18.1
|
|
January 31, 2019
|
|
$
|
0.56
|
|
|
February 28, 2019
|
|
$
|
113.3
|
|
|
$
|
113.3
|
|
|
$
|
226.6
|
|
|
$
|
5.0
|
|
N/A
|
|
—
|
|
|
April 12, 2019
|
|
—
|
|
|
45.4
|
|
(1)
|
45.4
|
|
|
—
|
|
|||||
May 2, 2019
|
|
0.46
|
|
|
May 31, 2019
|
|
92.2
|
|
|
93.0
|
|
|
185.2
|
|
|
4.1
|
|
|||||
July 31, 2019
|
|
0.50
|
|
|
August 30, 2019
|
|
100.4
|
|
|
101.0
|
|
|
201.4
|
|
|
4.4
|
|
|||||
N/A
|
|
—
|
|
|
August 15, 2019
|
|
—
|
|
|
4.1
|
|
(1)
|
4.1
|
|
|
—
|
|
|||||
N/A
|
|
—
|
|
|
September 26, 2019
|
|
—
|
|
|
17.8
|
|
(1)
|
17.8
|
|
|
—
|
|
|||||
November 29, 2019
|
|
0.50
|
|
|
November 29, 2019
|
|
111.5
|
|
|
90.1
|
|
|
201.6
|
|
|
4.4
|
|
|||||
For the year ended December 31, 2019
|
|
$
|
2.02
|
|
|
|
|
$
|
417.4
|
|
|
$
|
464.7
|
|
|
$
|
882.1
|
|
|
$
|
17.9
|
|
(1)
|
On April 13, 2017, April 12, 2018 and April 12, 2019, the Company made a $0.10, $0.25 and $0.18 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with taxes and payments made under the tax receivable agreement. See note 15 for more information regarding the tax receivable agreement. On April 12, 2019, August 15, 2019 and September 26, 2019, the Company made a $0.04, $0.02 and $0.10 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with federal corporate estimated tax payments.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income attributable to Non-Controlling Interests in consolidated entities:
|
|
|
|
|
|
||||||
Interest in management companies and a co-investment vehicle(1)
|
$
|
4,755
|
|
|
$
|
4,176
|
|
|
$
|
4,415
|
|
Other consolidated entities
|
25,749
|
|
|
27,472
|
|
|
4,476
|
|
|||
Net income attributable to Non-Controlling Interests in consolidated entities
|
$
|
30,504
|
|
|
$
|
31,648
|
|
|
$
|
8,891
|
|
|
|
|
|
|
|
||||||
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,536,843
|
|
|
$
|
19,251
|
|
|
$
|
1,443,639
|
|
Net income attributable to Non-Controlling Interests in consolidated entities
|
(30,504
|
)
|
|
(31,648
|
)
|
|
(8,891
|
)
|
|||
Net income (loss) after Non-Controlling Interests in consolidated entities
|
1,506,339
|
|
|
(12,397
|
)
|
|
1,434,748
|
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Income tax provision (benefit)(2)
|
(128,994
|
)
|
|
86,021
|
|
|
325,945
|
|
|||
NYC UBT and foreign tax benefit(3)
|
(15,890
|
)
|
|
(9,764
|
)
|
|
(9,798
|
)
|
|||
Net income (loss) in non-Apollo Operating Group entities
|
51,030
|
|
|
(35,072
|
)
|
|
(200,225
|
)
|
|||
Series A Preferred Stock Dividends
|
(17,531
|
)
|
|
(17,531
|
)
|
|
(13,538
|
)
|
|||
Series B Preferred Stock Dividends
|
(19,125
|
)
|
|
(14,131
|
)
|
|
—
|
|
|||
Total adjustments
|
(130,510
|
)
|
|
9,523
|
|
|
102,384
|
|
|||
Net income (loss) after adjustments
|
1,375,829
|
|
|
(2,874
|
)
|
|
1,537,132
|
|
|||
Weighted average ownership percentage of Apollo Operating Group
|
48.4
|
%
|
|
50.3
|
%
|
|
52.5
|
%
|
|||
Net income (loss) attributable to Non-Controlling Interests in Apollo Operating Group
|
$
|
663,146
|
|
|
$
|
(2,021
|
)
|
|
$
|
805,644
|
|
|
|
|
|
|
|
||||||
Net Income attributable to Non-Controlling Interests
|
$
|
693,650
|
|
|
$
|
29,627
|
|
|
$
|
814,535
|
|
Other comprehensive income (loss) attributable to Non-Controlling Interests
|
(7,496
|
)
|
|
(17,409
|
)
|
|
7,180
|
|
|||
Comprehensive Income Attributable to Non-Controlling Interests
|
$
|
686,154
|
|
|
$
|
12,218
|
|
|
$
|
821,715
|
|
(1)
|
Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of the credit funds managed by Apollo.
|
(2)
|
Reflects all taxes recorded in our consolidated statements of operations. Of this amount, U.S. federal, state, and local corporate income taxes attributable to APO Corp. are added back to income of the Apollo Operating Group before calculating Non-Controlling Interests as the income allocable to the Apollo Operating Group is not subject to such taxes.
|
(3)
|
Reflects NYC UBT and foreign taxes that are attributable to the Apollo Operating Group and its subsidiaries related to its operations in the U.S. as partnerships and in non-U.S. jurisdictions as corporations. As such, these amounts are considered in the income attributable to the Apollo Operating Group.
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
Due from Related Parties:
|
|
|
|
||||
Due from credit funds
|
$
|
186,495
|
|
|
$
|
153,687
|
|
Due from private equity funds
|
27,724
|
|
|
19,993
|
|
||
Due from real assets funds
|
26,626
|
|
|
42,471
|
|
||
Due from portfolio companies
|
53,394
|
|
|
67,740
|
|
||
Due from Contributing Partners, employees and former employees
|
120,830
|
|
|
94,217
|
|
||
Total Due from Related Parties
|
$
|
415,069
|
|
|
$
|
378,108
|
|
Due to Related Parties:
|
|
|
|
||||
Due to Managing Partners and Contributing Partners
|
$
|
302,050
|
|
|
$
|
285,598
|
|
Due to credit funds
|
7,213
|
|
|
3,444
|
|
||
Due to private equity funds
|
191,620
|
|
|
136,078
|
|
||
Due to real assets funds
|
504
|
|
|
315
|
|
||
Total Due to Related Parties
|
$
|
501,387
|
|
|
$
|
425,435
|
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
Credit
|
$
|
—
|
|
|
$
|
1,370
|
|
Private Equity
|
189,252
|
|
|
135,723
|
|
||
Total general partner obligation
|
$
|
189,252
|
|
|
$
|
137,093
|
|
(i)
|
The Company, through its consolidated subsidiary Apollo Insurance Solutions Group LLC, or ISG, earns a base management fee of 0.225% per year on the aggregate market value of substantially all of the assets in substantially all of the investment accounts of or relating to Athene (collectively, the “Athene Accounts”) up to $103.4 billion (the level of assets in the Athene Accounts as of January 1, 2019, excluding certain assets, the “Backbook Value”) and 0.150% per year on all assets in excess of $103.4 billion (the “Incremental Value”), respectively; plus
|
(ii)
|
with respect to each asset in an Athene Account, subject to certain exceptions, that is managed by the Company and that belongs to a specified asset class tier (“core,” “core plus,” “yield,” and “high alpha”), a sub-allocation fee as follows, which will, in the case of assets acquired after January 1, 2019, be subject to a cap of 10% of the applicable asset’s gross book yield:
|
|
As of
December 31, 2019 |
|
Sub-Allocation Fees:
|
|
|
Core Assets(1)
|
0.065
|
%
|
Core Plus Assets(2)
|
0.130
|
%
|
Yield Assets(3)
|
0.375
|
%
|
High Alpha Assets(4)
|
0.700
|
%
|
Cash, Treasuries, Equities and Alternatives(5)
|
—
|
%
|
(1)
|
Core assets include public investment grade corporate bonds, municipal securities, agency residential or commercial mortgage backed securities and obligations of any governmental agency or government sponsored entity that is not expressly backed by the U.S. government.
|
(2)
|
Core plus assets include private investment grade corporate bonds, fixed rate first lien commercial mortgage loans (“CML”) and obligations issued or assumed by a financial institution (such an institution, a “financial issuer”) and determined by Apollo to be “Tier 2 Capital” under the Basel III recommendations developed by the Basel Committee on Banking Supervision (or any successor to such recommendations).
|
(3)
|
Yield assets include non-agency residential mortgage-backed securities, investment grade collateralized loan obligations, certain asset-backed securities, commercial mortgage-backed securities, emerging market investments, below investment grade corporate bonds, subordinated debt obligations, hybrid securities or surplus notes issued or assumed by a financial issuer, as rated preferred equity, residential mortgage loans, bank loans, investment grade infrastructure debt and certain floating rate commercial mortgage loans.
|
(4)
|
High alpha assets include subordinated commercial mortgage loans, below investment grade collateralized loan obligations, unrated preferred equity, debt obligations originated by MidCap, below investment grade infrastructure debt, certain loans originated directly by Apollo and agency mortgage derivatives.
|
(5)
|
With respect to Equities and Alternatives, Apollo earns performance revenues of 0% to 20%.
|
•
|
(i) Athene Holding will issue 27,959,184 Class A common shares of Athene Holding (the “AHL Class A Common Shares”) to certain subsidiaries of the Apollo Operating Group in exchange for an issuance by the Apollo Operating Group of
|
•
|
Athene Holding has granted to AGM Inc. the right to purchase additional AHL Class A Common Shares from the closing date of the Share Issuance (the “Closing Date”) until 180 days thereafter to the extent the issued and outstanding AHL Class A Common Shares beneficially owned by Apollo and certain of its related parties and employees (collectively, the “Apollo Parties”) (inclusive of AHL Class A Common Shares over which any such persons have a valid proxy) do not equal at least 35% of the issued and outstanding AHL Class A Common Shares, on a fully diluted basis (the “Conditional Right”);
|
•
|
A representative of the Apollo Operating Group will have the right to purchase up to that number of AHL Class A Common Shares that would increase by up to 5% the percentage of the issued and outstanding AHL Class A Common Shares beneficially owned by the Apollo Parties (inclusive of AHL Class A Common Shares over which any such persons have a valid proxy), calculated on a fully diluted basis (the “Facility Right”, and together with the Share Issuance and the Conditional Right, the “Share Transactions”);
|
•
|
Athene Holding will make certain amendments to the Twelfth Amended and Restated Bye-laws of Athene Holding (the “Bye-laws”), by way of amending and restating the Bye-laws (the “Thirteenth Amended and Restated Bye-laws”), which include, among other items, the elimination of Athene Holding’s current multi-class share structure.
|
•
|
a purchase of AOG Units from Athene Holding (a “Purchase Transaction”);
|
•
|
if Athene Holding and AGM Inc. do not agree to consummate a Purchase Transaction, AGM Inc. will use its best efforts to consummate a public offering of AGM Inc. Class A Common Stock, the proceeds (net of certain commissions, fees and expenses consistent with customary and prevailing market practices for similar offerings) of which will be used to fund the purchase of AOG Units from Athene Holding (a “Registered Sale”);
|
•
|
if AGM Inc. notifies Athene Holding that it cannot consummate a Registered Sale, upon Athene Holding’s request, AGM Inc. will use its best efforts to consummate a sale of AGM Inc. Class A Common Stock pursuant to an exemption from the registration requirements of the Securities Act, the proceeds (net of certain commissions, fees and expenses consistent with customary and prevailing market practices for similar offerings) of which will be used to fund the purchase of AOG Units from Athene Holding (a “Private Placement,” and collectively with a Purchase Transaction and a Registered Sale, a “Sale Transaction”); or
|
•
|
if AGM Inc. elects (in its sole discretion) not to consummate a Sale Transaction, Athene Holding will be permitted to sell AOG Units in one or more transactions that are exempt from the registration requirements of the Securities Act, subject to certain restrictions (an “AOG Transaction”).
|
|
For the Years Ended December 31,
|
|||||||||
|
2019
|
|
2018
|
|
2017
|
|||||
Performance allocations from AAA Investments, net(1)
|
$
|
291
|
|
|
$
|
(5,158
|
)
|
|
23,119
|
|
(1)
|
Net of related profit sharing expense.
|
|
For the Years Ended December 31,
|
|||||||||
|
2019
|
|
2018
|
|
2017
|
|||||
Revenues earned in aggregate from Athene, Athora and AAA Investments, net(1)(2)
|
$
|
788,066
|
|
|
$
|
310,412
|
|
|
529,150
|
|
(1)
|
Consisting of management fees, sub-advisory fees, performance revenues from Athene, Athora and AAA Investments, as applicable (net of related profit sharing expense) and changes in the market value of the Athene Holding shares owned directly by Apollo. These amounts
|
(2)
|
Gains (losses) on the market value of the shares of Athene Holding owned directly by Apollo were $137.2 million, $(186.6) million and $95.5 million for the years ended December 31, 2019, 2018 and 2017 respectively.
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
Performance allocations
|
$
|
2,005
|
|
|
$
|
1,611
|
|
Profit sharing payable
|
550
|
|
|
442
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Other long-term obligations
|
$
|
16,959
|
|
|
$
|
1,871
|
|
|
$
|
906
|
|
|
$
|
673
|
|
|
$
|
673
|
|
|
$
|
673
|
|
|
$
|
21,755
|
|
•
|
Decisions related to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;
|
•
|
Decisions related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses;
|
•
|
Decisions related to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in the funds and those of Apollo’s stockholders by providing such individuals a profit sharing interest in the performance fees earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on Apollo’s performance and growth for the year; and
|
•
|
Decisions related to the amount of earnings available for dividends to Class A Common Stockholders, holders of RSUs that participate in dividends and holders of AOG Units.
|
|
As of and for the Year Ended December 31, 2019
|
||||||||||||||
|
Credit
Segment
|
|
Private Equity
Segment
|
|
Real Assets
Segment
|
|
Total Reportable
Segments
|
||||||||
Management fees
|
$
|
779,266
|
|
|
$
|
523,194
|
|
|
$
|
188,610
|
|
|
$
|
1,491,070
|
|
Advisory and transaction fees, net
|
44,116
|
|
|
71,324
|
|
|
7,450
|
|
|
122,890
|
|
||||
Performance fees(1)
|
21,110
|
|
|
—
|
|
|
—
|
|
|
21,110
|
|
||||
Fee Related Revenues
|
844,492
|
|
|
594,518
|
|
|
196,060
|
|
|
1,635,070
|
|
||||
Salary, bonus and benefits
|
(196,143
|
)
|
|
(184,403
|
)
|
|
(82,770
|
)
|
|
(463,316
|
)
|
||||
General, administrative and other
|
(131,664
|
)
|
|
(99,098
|
)
|
|
(42,242
|
)
|
|
(273,004
|
)
|
||||
Placement fees
|
(272
|
)
|
|
(812
|
)
|
|
(1
|
)
|
|
(1,085
|
)
|
||||
Fee Related Expenses
|
(328,079
|
)
|
|
(284,313
|
)
|
|
(125,013
|
)
|
|
(737,405
|
)
|
||||
Other income, net of Non-Controlling Interest
|
54
|
|
|
4,306
|
|
|
177
|
|
|
4,537
|
|
||||
Fee Related Earnings
|
516,467
|
|
|
314,511
|
|
|
71,224
|
|
|
902,202
|
|
||||
Realized performance fees
|
169,611
|
|
|
429,152
|
|
|
3,343
|
|
|
602,106
|
|
||||
Realized profit sharing expense
|
(93,675
|
)
|
|
(195,140
|
)
|
|
(1,437
|
)
|
|
(290,252
|
)
|
||||
Net Realized Performance Fees
|
75,936
|
|
|
234,012
|
|
|
1,906
|
|
|
311,854
|
|
||||
Realized principal investment income, net(2)
|
8,764
|
|
|
53,782
|
|
|
3,151
|
|
|
65,697
|
|
||||
Net interest loss and other
|
(21,997
|
)
|
|
(31,804
|
)
|
|
(11,525
|
)
|
|
(65,326
|
)
|
||||
Segment Distributable Earnings(3)
|
$
|
579,170
|
|
|
$
|
570,501
|
|
|
$
|
64,756
|
|
|
$
|
1,214,427
|
|
Total Assets(3)
|
$
|
3,133,685
|
|
|
$
|
3,296,742
|
|
|
$
|
907,090
|
|
|
$
|
7,337,517
|
|
(1)
|
Represents certain performance fees from business development companies and Redding Ridge Holdings.
|
(2)
|
Realized principal investment income, net includes dividends from our permanent capital vehicles, net of such amounts used to compensate employees.
|
(3)
|
Refer below for a reconciliation of total revenues, total expenses, other loss and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.
|
|
As of and for the Year Ended December 31, 2018
|
||||||||||||||
|
Credit
Segment |
|
Private Equity
Segment |
|
Real Assets
Segment |
|
Total Reportable
Segments |
||||||||
Management fees
|
$
|
642,331
|
|
|
$
|
477,185
|
|
|
$
|
163,172
|
|
|
$
|
1,282,688
|
|
Advisory and transaction fees, net
|
8,872
|
|
|
89,602
|
|
|
13,093
|
|
|
111,567
|
|
||||
Performance fees(1)
|
28,390
|
|
|
—
|
|
|
—
|
|
|
28,390
|
|
||||
Fee Related Revenues
|
679,593
|
|
|
566,787
|
|
|
176,265
|
|
|
1,422,645
|
|
||||
Salary, bonus and benefits
|
(180,448
|
)
|
|
(160,512
|
)
|
|
(74,002
|
)
|
|
(414,962
|
)
|
||||
General, administrative and other
|
(119,450
|
)
|
|
(79,450
|
)
|
|
(40,391
|
)
|
|
(239,291
|
)
|
||||
Placement fees
|
(1,130
|
)
|
|
(585
|
)
|
|
(407
|
)
|
|
(2,122
|
)
|
||||
Fee Related Expenses
|
(301,028
|
)
|
|
(240,547
|
)
|
|
(114,800
|
)
|
|
(656,375
|
)
|
||||
Other income, net of Non-Controlling Interest
|
1,104
|
|
|
1,923
|
|
|
1,942
|
|
|
4,969
|
|
||||
Fee Related Earnings
|
379,669
|
|
|
328,163
|
|
|
63,407
|
|
|
771,239
|
|
||||
Realized performance fees(2)
|
45,139
|
|
|
279,078
|
|
|
55,971
|
|
|
380,188
|
|
||||
Realized profit sharing expense(2)
|
(36,079
|
)
|
|
(156,179
|
)
|
|
(33,371
|
)
|
|
(225,629
|
)
|
||||
Net Realized Performance Fees
|
9,060
|
|
|
122,899
|
|
|
22,600
|
|
|
154,559
|
|
||||
Realized principal investment income
|
19,199
|
|
|
43,150
|
|
|
7,362
|
|
|
69,711
|
|
||||
Net interest loss and other
|
(13,619
|
)
|
|
(20,081
|
)
|
|
(8,330
|
)
|
|
(42,030
|
)
|
||||
Segment Distributable Earnings(3)
|
$
|
394,309
|
|
|
$
|
474,131
|
|
|
$
|
85,039
|
|
|
$
|
953,479
|
|
Total Assets(2)
|
$
|
2,160,190
|
|
|
$
|
2,107,376
|
|
|
$
|
524,080
|
|
|
$
|
4,791,646
|
|
(1)
|
Represents certain performance fees from business development companies and Redding Ridge Holdings.
|
(2)
|
Excludes realized performance fees and realized profit sharing expense settled in the form of shares of Athene Holding during the year ended December 31, 2018.
|
(3)
|
Refer below for a reconciliation of total revenues, total expenses, other income (loss) and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).
|
|
For the Year Ended December 31, 2017
|
||||||||||
|
Credit
Segment |
|
Private Equity
Segment |
|
Real Assets
Segment |
|
Total Reportable
Segments |
||||
Management fees
|
555,586
|
|
|
356,208
|
|
|
170,521
|
|
|
1,082,315
|
|
Advisory and transaction fees, net
|
30,325
|
|
|
84,216
|
|
|
3,083
|
|
|
117,624
|
|
Performance fees(1)
|
17,666
|
|
|
—
|
|
|
—
|
|
|
17,666
|
|
Fee Related Revenues
|
603,577
|
|
|
440,424
|
|
|
173,604
|
|
|
1,217,605
|
|
Salary, bonus and benefits
|
(172,152
|
)
|
|
(144,391
|
)
|
|
(77,612
|
)
|
|
(394,155
|
)
|
General, administrative and other
|
(107,617
|
)
|
|
(81,058
|
)
|
|
(39,904
|
)
|
|
(228,579
|
)
|
Placement fees
|
(1,073
|
)
|
|
(4,238
|
)
|
|
(8,602
|
)
|
|
(13,913
|
)
|
Fee Related Expenses
|
(280,842
|
)
|
|
(229,687
|
)
|
|
(126,118
|
)
|
|
(636,647
|
)
|
Other income, net of Non-Controlling Interest
|
11,285
|
|
|
27,843
|
|
|
4,327
|
|
|
43,455
|
|
Fee Related Earnings
|
334,020
|
|
|
238,580
|
|
|
51,813
|
|
|
624,413
|
|
Realized performance fees(2)
|
91,982
|
|
|
445,923
|
|
|
93,454
|
|
|
631,359
|
|
Realized profit sharing expense(2)
|
(34,409
|
)
|
|
(193,489
|
)
|
|
(50,940
|
)
|
|
(278,838
|
)
|
Net Realized Performance Fees
|
57,573
|
|
|
252,434
|
|
|
42,514
|
|
|
352,521
|
|
Realized principal investment income
|
19,249
|
|
|
44,087
|
|
|
4,906
|
|
|
68,242
|
|
Net interest loss and other
|
(16,638
|
)
|
|
(23,131
|
)
|
|
(8,584
|
)
|
|
(48,353
|
)
|
Segment Distributable Earnings(3)
|
394,204
|
|
|
511,970
|
|
|
90,649
|
|
|
996,823
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total Consolidated Revenues
|
$
|
2,931,849
|
|
|
$
|
1,093,065
|
|
|
$
|
2,771,803
|
|
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)
|
(102,672
|
)
|
|
(81,892
|
)
|
|
(75,940
|
)
|
|||
Adjustments related to consolidated funds and VIEs(1)
|
12,854
|
|
|
16,386
|
|
|
4,617
|
|
|||
Performance fees(2)
|
(1,036,688
|
)
|
|
402,700
|
|
|
(1,319,924
|
)
|
|||
Principal investment income
|
(170,273
|
)
|
|
(7,614
|
)
|
|
(162,951
|
)
|
|||
Total Fee Related Revenues
|
1,635,070
|
|
|
1,422,645
|
|
|
1,217,605
|
|
|||
Realized performance fees(3)
|
602,106
|
|
|
380,188
|
|
|
631,359
|
|
|||
Realized principal investment income, net and other
|
62,328
|
|
|
66,342
|
|
|
64,873
|
|
|||
Total Segment Revenues
|
$
|
2,299,504
|
|
|
$
|
1,869,175
|
|
|
$
|
1,913,837
|
|
(1)
|
Represents advisory fees, management fees and performance fees earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative related expense reimbursements.
|
(2)
|
Excludes certain performance fees from business development companies and Redding Ridge Holdings.
|
(3)
|
Excludes realized performance fees settled in the form of shares of Athene Holding during the year ended December 31, 2018.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total Consolidated Expenses
|
$
|
1,691,280
|
|
|
$
|
902,939
|
|
|
$
|
1,360,049
|
|
Equity awards granted by unconsolidated related parties, reimbursable expenses and other(1)
|
(103,292
|
)
|
|
(82,724
|
)
|
|
(75,940
|
)
|
|||
Reclassification of interest expenses
|
(98,369
|
)
|
|
(59,374
|
)
|
|
(52,873
|
)
|
|||
Transaction-related charges, net(1)
|
(49,213
|
)
|
|
5,631
|
|
|
(17,498
|
)
|
|||
Charges associated with corporate conversion(2)
|
(21,987
|
)
|
|
—
|
|
|
—
|
|
|||
Equity-based compensation
|
(70,962
|
)
|
|
(68,229
|
)
|
|
(64,954
|
)
|
|||
Total profit sharing expense(3)
|
(594,052
|
)
|
|
(41,868
|
)
|
|
(512,137
|
)
|
|||
Dividend-related compensation expense
|
(16,000
|
)
|
|
—
|
|
|
—
|
|
|||
Total Fee Related Expenses
|
737,405
|
|
|
656,375
|
|
|
636,647
|
|
|||
Realized profit sharing expense(4)
|
290,252
|
|
|
225,629
|
|
|
278,838
|
|
|||
Total Segment Expenses
|
$
|
1,027,657
|
|
|
$
|
882,004
|
|
|
$
|
915,485
|
|
(1)
|
Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
|
(2)
|
Represents expenses incurred in relation to the Conversion, as described in note 1.
|
(3)
|
Includes unrealized profit sharing expense, realized profit sharing expense and equity based profit sharing expense and other.
|
(4)
|
Excludes realized profit sharing expense settled in the form of shares of Athene Holding during the year ended December 31, 2018.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total Consolidated Other Income (Loss)
|
$
|
167,280
|
|
|
$
|
(84,854
|
)
|
|
$
|
357,830
|
|
Adjustments related to consolidated funds and VIEs(1)
|
(38,607
|
)
|
|
(43,858
|
)
|
|
(9,131
|
)
|
|||
Loss from change in tax receivable agreement liability
|
50,307
|
|
|
(35,405
|
)
|
|
(200,240
|
)
|
|||
Net (gains) losses from investment activities
|
(138,117
|
)
|
|
186,426
|
|
|
(94,774
|
)
|
|||
Interest income and other, net of Non-Controlling Interest
|
(36,326
|
)
|
|
(17,340
|
)
|
|
(10,230
|
)
|
|||
Other Income, net of Non-Controlling Interest
|
4,537
|
|
|
4,969
|
|
|
43,455
|
|
|||
Net interest loss and other
|
(61,957
|
)
|
|
(38,661
|
)
|
|
(44,984
|
)
|
|||
Total Segment Other Loss
|
$
|
(57,420
|
)
|
|
$
|
(33,692
|
)
|
|
$
|
(1,529
|
)
|
(1)
|
Represents the addition of other income of consolidated funds and VIEs.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Income before income tax provision
|
$
|
1,407,849
|
|
|
$
|
105,272
|
|
|
$
|
1,769,584
|
|
Transaction-related charges(1)
|
49,213
|
|
|
(5,631
|
)
|
|
17,496
|
|
|||
Charges associated with corporate conversion(2)
|
21,987
|
|
|
—
|
|
|
—
|
|
|||
(Loss) gain from change in tax receivable agreement liability
|
50,307
|
|
|
(35,405
|
)
|
|
(200,240
|
)
|
|||
Net income attributable to Non-Controlling Interests in consolidated entities
|
(30,504
|
)
|
|
(31,648
|
)
|
|
(8,891
|
)
|
|||
Unrealized performance fees(3)
|
(434,582
|
)
|
|
782,888
|
|
|
(688,565
|
)
|
|||
Unrealized profit sharing expense(3)
|
207,592
|
|
|
(274,812
|
)
|
|
226,319
|
|
|||
Equity-based profit sharing expense and other(4)
|
96,208
|
|
|
91,051
|
|
|
6,980
|
|
|||
Equity-based compensation
|
70,962
|
|
|
68,229
|
|
|
64,954
|
|
|||
Unrealized principal investment (income) loss
|
(88,576
|
)
|
|
62,097
|
|
|
(94,709
|
)
|
|||
Unrealized net (gains) losses from investment activities and other
|
(136,029
|
)
|
|
191,438
|
|
|
(96,105
|
)
|
|||
Segment Distributable Earnings
|
$
|
1,214,427
|
|
|
$
|
953,479
|
|
|
$
|
996,823
|
|
(1)
|
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
|
(2)
|
Represents expenses incurred in relation to the Conversion, as described in note 1.
|
(3)
|
Includes realized performance fees and realized profit sharing expense settled in the form of shares of Athene Holding during the year ended December 31, 2018.
|
(4)
|
Equity-based profit sharing expense and other includes certain profit sharing arrangements in which a portion of performance fees distributed to the general partner are allocated by issuance of equity-based awards, rather than cash, to employees of Apollo. Equity-based profit sharing expense and other also includes non-cash expenses related to equity awards granted by unconsolidated related parties to employees of Apollo.
|
|
As of
December 31, 2019 |
|
As of
December 31, 2018 |
||||
Total reportable segment assets
|
$
|
7,337,517
|
|
|
$
|
4,791,646
|
|
Adjustments(1)
|
1,204,600
|
|
|
1,200,008
|
|
||
Total assets
|
$
|
8,542,117
|
|
|
$
|
5,991,654
|
|
(1)
|
Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments.
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
2019 |
|
June 30,
2019 |
|
September 30,
2019 |
|
December 31, 2019
|
||||||||
Revenues
|
$
|
677,777
|
|
|
$
|
636,579
|
|
|
$
|
702,721
|
|
|
$
|
914,772
|
|
Expenses
|
378,017
|
|
|
342,525
|
|
|
371,372
|
|
|
599,366
|
|
||||
Other Income (Loss)
|
35,461
|
|
|
65,004
|
|
|
(42,151
|
)
|
|
108,966
|
|
||||
Income Before Provision for Taxes
|
$
|
335,221
|
|
|
$
|
359,058
|
|
|
$
|
289,198
|
|
|
$
|
424,372
|
|
Net Income
|
$
|
315,567
|
|
|
$
|
342,161
|
|
|
$
|
521,094
|
|
|
$
|
358,021
|
|
Net Income Attributable to Apollo Global Management, Inc. Class A Common Stockholders
|
$
|
139,893
|
|
|
$
|
155,659
|
|
|
$
|
354,106
|
|
|
$
|
156,879
|
|
Net Income per Class A Common Stock – Basic
|
$
|
0.67
|
|
|
$
|
0.75
|
|
|
$
|
1.64
|
|
|
$
|
0.68
|
|
Net Income per Class A Common Stock – Diluted
|
$
|
0.67
|
|
|
$
|
0.75
|
|
|
$
|
1.63
|
|
|
$
|
0.68
|
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31, 2018
|
||||||||
Revenues
|
$
|
166,903
|
|
|
$
|
523,316
|
|
|
$
|
517,731
|
|
|
$
|
(114,885
|
)
|
Expenses
|
214,875
|
|
|
301,394
|
|
|
312,727
|
|
|
73,943
|
|
||||
Other Income (Loss)
|
(52,796
|
)
|
|
(59,188
|
)
|
|
176,780
|
|
|
(149,650
|
)
|
||||
Income (Loss) Before Provision for Taxes
|
$
|
(100,768
|
)
|
|
$
|
162,734
|
|
|
$
|
381,784
|
|
|
$
|
(338,478
|
)
|
Net Income (Loss)
|
$
|
(109,348
|
)
|
|
$
|
143,810
|
|
|
$
|
362,692
|
|
|
$
|
(377,903
|
)
|
Net Income (Loss) Attributable to Apollo Global Management, LLC Class A Shareholders
|
$
|
(62,645
|
)
|
|
$
|
54,658
|
|
|
$
|
162,357
|
|
|
$
|
(196,408
|
)
|
Net Income (Loss) per Class A Share - Basic
|
$
|
(0.34
|
)
|
|
$
|
0.25
|
|
|
$
|
0.77
|
|
|
$
|
(1.00
|
)
|
Net Income (Loss) per Class A Share - Diluted
|
$
|
(0.34
|
)
|
|
$
|
0.25
|
|
|
$
|
0.77
|
|
|
$
|
(1.00
|
)
|
|
As of December 31, 2019
|
||||||||||||||
|
Apollo Global Management, Inc. and Consolidated Subsidiaries
|
|
Consolidated Funds and VIEs
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,556,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,556,202
|
|
Restricted cash
|
19,779
|
|
|
—
|
|
|
—
|
|
|
19,779
|
|
||||
U.S. Treasury securities, at fair value
|
554,387
|
|
|
—
|
|
|
—
|
|
|
554,387
|
|
||||
Investments
|
3,704,332
|
|
|
595
|
|
|
(95,068
|
)
|
|
3,609,859
|
|
||||
Assets of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
45,329
|
|
|
—
|
|
|
45,329
|
|
||||
Investments, at fair value
|
—
|
|
|
1,213,169
|
|
|
—
|
|
|
1,213,169
|
|
||||
Other assets
|
—
|
|
|
41,688
|
|
|
—
|
|
|
41,688
|
|
||||
Incentive fees receivable
|
2,414
|
|
|
—
|
|
|
—
|
|
|
2,414
|
|
||||
Due from related parties
|
415,622
|
|
|
—
|
|
|
(553
|
)
|
|
415,069
|
|
||||
Deferred tax assets, net
|
473,165
|
|
|
—
|
|
|
—
|
|
|
473,165
|
|
||||
Other assets
|
327,009
|
|
|
—
|
|
|
(560
|
)
|
|
326,449
|
|
||||
Lease assets
|
190,696
|
|
|
—
|
|
|
—
|
|
|
190,696
|
|
||||
Goodwill
|
93,911
|
|
|
—
|
|
|
—
|
|
|
93,911
|
|
||||
Total Assets
|
$
|
7,337,517
|
|
|
$
|
1,300,781
|
|
|
$
|
(96,181
|
)
|
|
$
|
8,542,117
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
94,364
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
94,364
|
|
Accrued compensation and benefits
|
64,393
|
|
|
—
|
|
|
—
|
|
|
64,393
|
|
||||
Deferred revenue
|
84,639
|
|
|
—
|
|
|
—
|
|
|
84,639
|
|
||||
Due to related parties
|
501,387
|
|
|
—
|
|
|
—
|
|
|
501,387
|
|
||||
Profit sharing payable
|
758,669
|
|
|
—
|
|
|
—
|
|
|
758,669
|
|
||||
Debt
|
2,650,600
|
|
|
—
|
|
|
—
|
|
|
2,650,600
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
893,711
|
|
|
(43,564
|
)
|
|
850,147
|
|
||||
Other liabilities
|
—
|
|
|
79,762
|
|
|
(190
|
)
|
|
79,572
|
|
||||
Due to related parties
|
—
|
|
|
923
|
|
|
(923
|
)
|
|
—
|
|
||||
Other liabilities
|
210,740
|
|
|
—
|
|
|
—
|
|
|
210,740
|
|
||||
Lease liabilities
|
209,479
|
|
|
—
|
|
|
—
|
|
|
209,479
|
|
||||
Total Liabilities
|
4,574,271
|
|
|
974,396
|
|
|
(44,677
|
)
|
|
5,503,990
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Stockholders’ Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, Inc. stockholders’ equity:
|
|
|
|
|
|
|
|
||||||||
Series A Preferred Stock
|
264,398
|
|
|
—
|
|
|
—
|
|
|
264,398
|
|
||||
Series B Preferred Stock
|
289,815
|
|
|
—
|
|
|
—
|
|
|
289,815
|
|
||||
Additional paid in capital
|
1,302,587
|
|
|
—
|
|
|
—
|
|
|
1,302,587
|
|
||||
Retained earnings (accumulated deficit)
|
—
|
|
|
26,744
|
|
|
(26,744
|
)
|
|
—
|
|
||||
Accumulated other comprehensive loss
|
(4,331
|
)
|
|
(3,379
|
)
|
|
3,132
|
|
|
(4,578
|
)
|
||||
Total Apollo Global Management, Inc. stockholders’ equity
|
1,852,469
|
|
|
23,365
|
|
|
(23,612
|
)
|
|
1,852,222
|
|
||||
Non-Controlling Interests in consolidated entities
|
6,776
|
|
|
303,020
|
|
|
(27,892
|
)
|
|
281,904
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
904,001
|
|
|
—
|
|
|
—
|
|
|
904,001
|
|
||||
Total Stockholders’ Equity
|
2,763,246
|
|
|
326,385
|
|
|
(51,504
|
)
|
|
3,038,127
|
|
||||
Total Liabilities and Stockholders’ Equity
|
$
|
7,337,517
|
|
|
$
|
1,300,781
|
|
|
$
|
(96,181
|
)
|
|
$
|
8,542,117
|
|
|
As of December 31, 2018
|
||||||||||||||
|
Apollo Global Management, LLC and Consolidated Subsidiaries
|
|
Consolidated Funds and VIEs
|
|
Eliminations
|
|
Consolidated
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
609,743
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
609,747
|
|
Restricted cash
|
3,457
|
|
|
—
|
|
|
—
|
|
|
3,457
|
|
||||
U.S. Treasury securities, at fair value
|
392,932
|
|
|
—
|
|
|
—
|
|
|
392,932
|
|
||||
Investments
|
2,811,445
|
|
|
558
|
|
|
(89,391
|
)
|
|
2,722,612
|
|
||||
Assets of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
|
49,671
|
|
|
—
|
|
|
49,671
|
|
||||
Investments, at fair value
|
—
|
|
|
1,175,985
|
|
|
(308
|
)
|
|
1,175,677
|
|
||||
Other assets
|
—
|
|
|
65,543
|
|
|
—
|
|
|
65,543
|
|
||||
Incentive fees receivable
|
6,792
|
|
|
—
|
|
|
—
|
|
|
6,792
|
|
||||
Due from related parties
|
379,525
|
|
|
—
|
|
|
(1,417
|
)
|
|
378,108
|
|
||||
Deferred tax assets
|
306,094
|
|
|
—
|
|
|
—
|
|
|
306,094
|
|
||||
Other assets
|
192,806
|
|
|
—
|
|
|
(637
|
)
|
|
192,169
|
|
||||
Goodwill
|
88,852
|
|
|
—
|
|
|
—
|
|
|
88,852
|
|
||||
Total Assets
|
$
|
4,791,646
|
|
|
$
|
1,291,761
|
|
|
$
|
(91,753
|
)
|
|
$
|
5,991,654
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
70,878
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,878
|
|
Accrued compensation and benefits
|
73,583
|
|
|
—
|
|
|
—
|
|
|
73,583
|
|
||||
Deferred revenue
|
111,097
|
|
|
—
|
|
|
—
|
|
|
111,097
|
|
||||
Due to related parties
|
425,435
|
|
|
—
|
|
|
—
|
|
|
425,435
|
|
||||
Profit sharing payable
|
452,141
|
|
|
—
|
|
|
—
|
|
|
452,141
|
|
||||
Debt
|
1,360,448
|
|
|
—
|
|
|
—
|
|
|
1,360,448
|
|
||||
Liabilities of consolidated variable interest entities:
|
|
|
|
|
|
|
|
||||||||
Debt, at fair value
|
—
|
|
|
899,651
|
|
|
(44,190
|
)
|
|
855,461
|
|
||||
Other liabilities
|
—
|
|
|
79,244
|
|
|
(267
|
)
|
|
78,977
|
|
||||
Due to related parties
|
—
|
|
|
1,787
|
|
|
(1,787
|
)
|
|
—
|
|
||||
Other liabilities
|
111,794
|
|
|
—
|
|
|
—
|
|
|
111,794
|
|
||||
Total Liabilities
|
2,605,376
|
|
|
980,682
|
|
|
(46,244
|
)
|
|
3,539,814
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
||||||||
Apollo Global Management, LLC shareholders’ equity:
|
|
|
|
|
|
|
|
||||||||
Series A Preferred shares
|
264,398
|
|
|
—
|
|
|
—
|
|
|
264,398
|
|
||||
Series B Preferred shares
|
289,815
|
|
|
—
|
|
|
—
|
|
|
289,815
|
|
||||
Additional paid in capital
|
1,299,418
|
|
|
—
|
|
|
—
|
|
|
1,299,418
|
|
||||
Accumulated deficit
|
(473,275
|
)
|
|
17,673
|
|
|
(17,674
|
)
|
|
(473,276
|
)
|
||||
Accumulated other comprehensive loss
|
(3,925
|
)
|
|
(2,479
|
)
|
|
2,245
|
|
|
(4,159
|
)
|
||||
Total Apollo Global Management, LLC shareholders’ equity
|
1,376,431
|
|
|
15,194
|
|
|
(15,429
|
)
|
|
1,376,196
|
|
||||
Non-Controlling Interests in consolidated entities
|
5,717
|
|
|
295,885
|
|
|
(30,080
|
)
|
|
271,522
|
|
||||
Non-Controlling Interests in Apollo Operating Group
|
804,122
|
|
|
—
|
|
|
—
|
|
|
804,122
|
|
||||
Total Shareholders’ Equity
|
2,186,270
|
|
|
311,079
|
|
|
(45,509
|
)
|
|
2,451,840
|
|
||||
Total Liabilities and Shareholders’ Equity
|
$
|
4,791,646
|
|
|
$
|
1,291,761
|
|
|
$
|
(91,753
|
)
|
|
$
|
5,991,654
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position(s)
|
Leon Black
|
|
68
|
|
Chairman, Chief Executive Officer and Director
|
Joshua Harris
|
|
55
|
|
Senior Managing Director and Director
|
Marc Rowan
|
|
57
|
|
Senior Managing Director and Director
|
Anthony Civale
|
|
45
|
|
Co-Chief Operating Officer
|
Martin Kelly
|
|
52
|
|
Chief Financial Officer and Co-Chief Operating Officer
|
Scott Kleinman
|
|
47
|
|
Co-President
|
John Suydam
|
|
60
|
|
Chief Legal Officer
|
James Zelter
|
|
57
|
|
Co-President
|
Michael Ducey
|
|
71
|
|
Director
|
Robert Kraft
|
|
78
|
|
Director
|
A.B. Krongard
|
|
83
|
|
Director
|
Pauline Richards
|
|
71
|
|
Director
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Stock Awards
($)(1)
|
|
All Other Compensation
($)(2)
|
|
Total
($)
|
|||
Leon Black,
Chairman, Chief Executive Officer and Director
|
|
2019
|
|
100,000
|
|
—
|
|
|
160,175
|
|
|
260,175
|
|
|
2018
|
|
100,000
|
|
—
|
|
|
152,617
|
|
|
252,617
|
|
|
|
2017
|
|
100,000
|
|
—
|
|
|
151,888
|
|
|
251,888
|
|
|
Martin Kelly,
Chief Financial Officer and Co-Chief Operating Officer
|
|
2019
|
|
1,000,000
|
|
2,597,962
|
|
|
1,910,017
|
|
|
5,507,979
|
|
|
2018
|
|
1,000,000
|
|
533,079
|
|
|
1,519,014
|
|
|
3,052,093
|
|
|
|
2017
|
|
1,000,000
|
|
19,183
|
|
|
1,499,776
|
|
|
2,518,959
|
|
|
Scott Kleinman,
Co-President
|
|
2019
|
|
1,200,000
|
|
1,722,326
|
|
|
15,692,878
|
|
|
18,615,204
|
|
|
2018
|
|
1,200,000
|
|
30,151,932
|
|
|
13,964,975
|
|
|
45,316,907
|
|
|
John Suydam,
Chief Legal Officer
|
|
2019
|
|
2,000,000
|
|
577,539
|
|
|
1,604,156
|
|
|
4,181,695
|
|
|
2018
|
|
2,000,000
|
|
726,338
|
|
|
1,688,644
|
|
|
4,414,982
|
|
|
|
2017
|
|
2,000,000
|
|
49,430
|
|
|
1,283,090
|
|
|
3,332,520
|
|
|
Anthony Civale,
Co-Chief Operating Officer
|
|
2019
|
|
100,000
|
|
244,466
|
|
|
2,783,160
|
|
|
3,127,626
|
|
(1)
|
For Messrs. Kelly, Kleinman, Suydam and Civale, represents the aggregate grant date fair value of stock awards granted, as applicable, computed in accordance with FASB ASC Topic 718. The amounts shown do not reflect compensation actually received by the named executive officers, but instead represent the aggregate grant date fair value of the awards. See note 13 to our consolidated financial statements for further information concerning the assumptions made in valuing our RSU awards.
|
(2)
|
Amounts included for 2019 represent, in part, actual cash distributions in respect of dedicated performance fee rights for Mr. Kelly of $825,017, for Mr. Kleinman of $12,392,878, for Mr. Suydam of $1,526,204 and for Mr. Civale of $2,623,015. The 2019 amounts also include actual incentive pool cash distributions of $1,085,000 for Mr. Kelly, $3,300,000 for Mr. Kleinman, $67,843 for Mr. Suydam and $41,323 for Mr. Civale. For Mr. Civale, the amount also includes $118,822 in cash he received in respect of other dedicated performance fee rights. The “All Other Compensation” column for 2019 also includes costs relating to Company-provided cars and drivers for the business and personal use of Messrs. Black and Suydam. We provide this benefit because we believe that its cost is outweighed by the convenience, increased efficiency and added security and confidentiality that it offers. The personal use cost was approximately $144,720 for Mr. Black and includes both fixed and variable costs, including lease costs, driver compensation, driver meals, fuel, parking, tolls, repairs, maintenance and insurance. Except as discussed in this paragraph, no 2019 perquisites or personal benefits individually exceeded the greater of $25,000 or 10% of the total amount of all perquisites and other personal benefits reported for the named executive officer. The 2019 cost of excess liability insurance provided to our named executive officers, and of personal car use for Mr. Suydam, falls below this threshold. Mr. Kleinman, Mr. Kelly, Mr. Suydam and Mr. Civale did not receive perquisites or personal benefits in 2019, except for incidental benefits having an aggregate value of less than $10,000. Our named executive officers also receive secretarial support with respect to personal matters. We incur no incremental cost for the provision of such additional benefits. Accordingly, no such amount is included in the Summary Compensation Table.
|
Name
|
|
Grant Date
|
|
All Other Stock Awards:
Number of Shares of Stock or Units
(#)(1)
|
|
Grant Date Fair Value or Modification Date Incremental Fair Value of Stock and Option Awards
($)(2)
|
|||
Leon Black
|
|
—
|
|
|
—
|
|
|
—
|
|
Martin Kelly
|
|
January 10, 2019
|
|
|
19,747
|
|
|
500,784
|
|
|
January 10, 2019
|
|
|
100,241
|
|
|
2,057,948
|
|
|
|
February 19, 2019
|
|
|
48
|
|
|
1,445
|
|
|
|
May 17, 2019
|
|
|
308
|
|
|
10,042
|
|
|
|
May 21, 2019
|
|
|
313
|
|
|
9,994
|
|
|
|
August 15, 2019
|
|
|
50
|
|
|
1,632
|
|
|
|
November 1, 2019
|
|
|
147
|
|
|
6,131
|
|
|
|
November 18, 2019
|
|
|
232
|
|
|
9,986
|
|
|
Scott Kleinman
|
|
January 10, 2019
|
|
|
9,231
|
|
|
234,098
|
|
|
February 19, 2019
|
|
|
3,532
|
|
|
106,295
|
|
|
|
May 17, 2019
|
|
|
16,342
|
|
|
532,818
|
|
|
|
August 15, 2019
|
|
|
3,644
|
|
|
118,957
|
|
|
|
November 18, 2019
|
|
|
16,963
|
|
|
730,157
|
|
|
John Suydam
|
|
January 10, 2019
|
|
|
20,048
|
|
|
508,417
|
|
|
February 19, 2019
|
|
|
249
|
|
|
7,494
|
|
|
|
May 17, 2019
|
|
|
793
|
|
|
25,855
|
|
|
|
August 15, 2019
|
|
|
128
|
|
|
4,179
|
|
|
|
November 18, 2019
|
|
|
734
|
|
|
31,594
|
|
|
Anthony Civale
|
|
February 19, 2019
|
|
|
3,818
|
|
|
117,976
|
|
|
February 19, 2019
|
|
|
332
|
|
|
9,992
|
|
|
|
May 17, 2019
|
|
|
1,057
|
|
|
34,463
|
|
|
|
May 17, 2019
|
|
|
214
|
|
|
6,977
|
|
|
|
August 15, 2019
|
|
|
171
|
|
|
5,582
|
|
|
|
November 1, 2019
|
|
|
256
|
|
|
10,678
|
|
|
|
November 18, 2019
|
|
|
1,366
|
|
|
58,798
|
|
(1)
|
Represents the number of RSUs and restricted Class A shares granted, as applicable. RSUs and Restricted shares are discussed above under “—Compensation Elements for Named Executive Officers—RSUs” and “—Compensation Elements for Named Executive Officers—Restricted Shares,” respectively.
|
(2)
|
Represents the aggregate grant date fair value of the RSUs and restricted Class A shares granted in 2019, computed in accordance with FASB ASC Topic 718. The amounts shown do not reflect compensation actually received, but instead represent the aggregate grant date fair value of the award.
|
|
|
|
|
Stock Awards
|
|||||
Name
|
|
Date of Grant
|
|
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(26)
|
|||
Leon Black
|
|
—
|
|
|
—
|
|
|
—
|
|
Martin Kelly
|
|
November 18, 2019
|
|
|
232
|
|
(1)
|
11,069
|
|
|
November 1, 2019
|
|
|
147
|
|
(2)
|
7,013
|
|
|
|
August 15, 2019
|
|
|
50
|
|
(3)
|
2,385
|
|
|
|
May 21, 2019
|
|
|
209
|
|
(4)
|
9,971
|
|
|
|
May 17, 2019
|
|
|
308
|
|
(6)
|
14,695
|
|
|
|
February 19, 2019
|
|
|
32
|
|
(8)
|
1,527
|
|
|
January 10, 2019
|
|
|
100,241
|
|
(9)
|
4,782,498
|
|
||
January 10, 2019
|
|
|
13,165
|
|
(10)
|
628,102
|
|
||
November 15, 2018
|
|
|
277
|
|
(11)
|
13,216
|
|
||
August 15, 2018
|
|
|
112
|
|
(13)
|
5,344
|
|
||
May 4, 2018
|
|
|
365
|
|
(14)
|
17,414
|
|
||
February 5, 2018
|
|
|
178
|
|
(18)
|
8,492
|
|
||
|
January 8, 2018
|
|
|
4,683
|
|
(20)
|
223,426
|
|
|
|
November 17, 2017
|
|
|
11
|
|
(22)
|
525
|
|
|
|
November 17, 2017
|
|
|
33
|
|
(23)
|
1,574
|
|
|
|
August 3, 2017
|
|
|
41
|
|
(22)
|
1,956
|
|
|
|
May 1, 2017
|
|
|
127
|
|
(24)
|
6,059
|
|
|
Scott Kleinman
|
|
November 18, 2019
|
|
|
16,963
|
|
(1)
|
809,305
|
|
|
August 15, 2019
|
|
|
3,644
|
|
(3)
|
173,855
|
|
|
|
May 17, 2019
|
|
|
16,342
|
|
(6)
|
779,677
|
|
|
|
February 19, 2019
|
|
|
2,355
|
|
(8)
|
112,357
|
|
|
|
January 10, 2019
|
|
|
6,154
|
|
(9)
|
293,607
|
|
|
|
November 15, 2018
|
|
|
20,163
|
|
(11)
|
961,977
|
|
|
August 15, 2018
|
|
|
8,122
|
|
(13)
|
387,501
|
|
||
|
May 4, 2018
|
|
|
22,373
|
|
(16)
|
1,067,416
|
|
|
|
February 5, 2018
|
|
|
12,931
|
|
(18)
|
616,938
|
|
|
|
January 8, 2018
|
|
|
640,000
|
|
(21)
|
30,534,399
|
|
|
|
November 17, 2017
|
|
|
2,359
|
|
(23)
|
112,548
|
|
|
|
November 17, 2017
|
|
|
769
|
|
(22)
|
36,689
|
|
|
|
August 3, 2017
|
|
|
2,955
|
|
(22)
|
140,983
|
|
|
|
May 1, 2017
|
|
|
6,713
|
|
(24)
|
320,277
|
|
|
John Suydam
|
|
November 18, 2019
|
|
|
734
|
|
(1)
|
35,019
|
|
|
August 15, 2019
|
|
|
128
|
|
(3)
|
6,107
|
|
|
|
May 17, 2019
|
|
|
793
|
|
(6)
|
37,834
|
|
|
|
February 19, 2019
|
|
|
166
|
|
(8)
|
7,920
|
|
|
|
January 10, 2019
|
|
|
13,366
|
|
(9)
|
637,692
|
|
|
|
November 15, 2018
|
|
|
1,423
|
|
(11)
|
67,891
|
|
|
|
August 15, 2018
|
|
|
466
|
|
(13)
|
22,233
|
|
|
|
May 4, 2018
|
|
|
939
|
|
(16)
|
44,800
|
|
|
|
February 5, 2018
|
|
|
862
|
|
(18)
|
41,126
|
|
|
|
January 8, 2018
|
|
|
4,930
|
|
(19)
|
235,210
|
|
|
|
November 17, 2017
|
|
|
27
|
|
(22)
|
1,288
|
|
|
|
November 17, 2017
|
|
|
83
|
|
(23)
|
3,960
|
|
|
|
August 3, 2017
|
|
|
104
|
|
(22)
|
4,962
|
|
|
|
May 1, 2017
|
|
|
325
|
|
(24)
|
15,506
|
|
Anthony Civale
|
|
November 18, 2019
|
|
|
1,366
|
|
(1)
|
65,172
|
|
|
November 1, 2019
|
|
|
256
|
|
(2)
|
12,214
|
|
|
|
August 15, 2019
|
|
|
171
|
|
(3)
|
8,158
|
|
|
|
May 17, 2019
|
|
|
214
|
|
(5)
|
10,210
|
|
|
|
May 17, 2019
|
|
|
1,057
|
|
(6)
|
50,429
|
|
|
|
February 19, 2019
|
|
|
2,546
|
|
(7)
|
121,470
|
|
|
|
February 19, 2019
|
|
|
222
|
|
(8)
|
10,592
|
|
|
|
November 15, 2018
|
|
|
1,898
|
|
(11)
|
90,554
|
|
|
|
November 15, 2018
|
|
|
33
|
|
(12)
|
1,574
|
|
|
|
August 15, 2018
|
|
|
764
|
|
(13)
|
36,450
|
|
|
|
June 5, 2018
|
|
|
830,616
|
|
(14)
|
39,628,689
|
|
|
|
May 16, 2018
|
|
|
719
|
|
(15)
|
34,303
|
|
|
|
May 4, 2018
|
|
|
1,447
|
|
(16)
|
69,036
|
|
|
|
February 5, 2018
|
|
|
1,217
|
|
(17)
|
58,063
|
|
|
|
February 5, 2018
|
|
|
148
|
|
(23)
|
7,061
|
|
|
|
January 8, 2018
|
|
|
1,479
|
|
(20)
|
70,563
|
|
|
|
November 17, 2017
|
|
|
36
|
|
(22)
|
1,718
|
|
|
|
November 17, 2017
|
|
|
221
|
|
(23)
|
10,544
|
|
|
|
August 3, 2017
|
|
|
139
|
|
(22)
|
6,632
|
|
|
|
May 1, 2017
|
|
|
2,229
|
|
(24)
|
106,346
|
|
|
|
May 1, 2017
|
|
|
434
|
|
(24)
|
20,706
|
|
|
|
July 14, 2014
|
|
|
10,417
|
|
(25)
|
496,995
|
|
(1)
|
Restricted Class A shares that vest in substantially equal annual installments on August 15 of each of 2020, 2021 and 2022.
|
(2)
|
RSUs that vest on May 2, 2020.
|
(3)
|
Restricted Class A shares that vest in substantially equal installments on May 15 of each of 2020, 2021 and 2022.
|
(4)
|
RSUs that vest in substantially equal annual installments on December 31 of each of 2020 and 2021, subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense as of such date.
|
(5)
|
RSUs that vest in substantially equal annual installments on February 15 of each of 2020, 2021 and 2022.
|
(6)
|
Restricted Class A shares that vest in substantially equal annual installments on February 15 of each of 2020, 2021 and 2022.
|
(7)
|
RSUs that vest in substantially equal annual installments on November 15 of each of 2020 and 2021.
|
(8)
|
Restricted Class A shares that vest in substantially equal annual installments on November 15 of each of 2020 and 2021.
|
(9)
|
RSUs that vest in substantially equal annual installments on January 1 of each of 2020, 2021, 2022, 2023 and 2024, subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense as of such date.
|
(10)
|
RSUs that vest in substantially equal annual installments on December 31 of each of 2020 and 2021.
|
(11)
|
Restricted Class A shares that vest in substantially equal annual installments on August 15 of each of 2020 and 2021.
|
(12)
|
RSUs that vest in substantially equal annual installments on May 15 of each of 2020 and 2021.
|
(13)
|
Restricted Class A shares that vest in substantially equal annual installments on May 15 of each of 2020 and 2021.
|
(14)
|
RSUs that vest in substantially equal annual installments on January 1 of each of 2020, 2021, 2022 and 2023, subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense as of such date.
|
(15)
|
RSUs that vest on November 15, 2020.
|
(16)
|
Restricted Class A shares that vest in substantially equal annual installments on February 15 of each of 2020 and 2021.
|
(17)
|
Restricted Class A shares that vest in substantially equal annual installments on November 15 of each of 2020 and 2021.
|
(18)
|
Restricted Class A shares that vest on November 15, 2020.
|
(19)
|
Bonus Grant RSUs that vest on December 31, 2020.
|
(20)
|
RSUs that vest on December 31, 2020, subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense as of such date.
|
(21)
|
Performance RSUs that vest in substantially equal annual installments on January 1 of each of 2020, 2021, 2022 and 2023, subject to the Company’s receipt of performance fees, within prescribed periods, sufficient to cover the associated equity-based compensation expense as of such date.
|
(22)
|
Restricted Class A shares that vest on May 15, 2020.
|
(23)
|
Restricted Class A shares that vest on August 15, 2020.
|
(24)
|
Restricted Class A shares that vest on February 15, 2020.
|
(25)
|
RSUs that vest on March 31, 2020.
|
(26)
|
Amounts calculated by multiplying the number of unvested RSUs held by the named executive officer by the closing price of $47.71 per Class A share on December 31, 2019.
|
|
|
|
|
Stock Awards
|
||||
Name
|
|
Type of Award
|
|
Number of Shares Acquired on Vesting
(#)
|
|
Value Realized on Vesting
($)(1)
|
||
Leon Black
|
|
—
|
|
—
|
|
|
—
|
|
Martin Kelly
|
|
RSUs
|
|
47,573
|
|
|
1,488,777
|
|
|
Restricted Shares
|
|
799
|
|
|
26,731
|
|
|
Scott Kleinman
|
|
RSUs
|
|
163,077
|
|
|
4,118,004
|
|
|
Restricted Shares
|
|
52,793
|
|
|
1,769,274
|
|
|
John Suydam
|
|
RSUs
|
|
20,394
|
|
|
972,998
|
|
|
Restricted Shares
|
|
2,957
|
|
|
100,885
|
|
|
Anthony Civale
|
|
RSUs
|
|
255,379
|
|
|
7,078,762
|
|
|
Restricted Shares
|
|
8,378
|
|
|
285,825
|
|
(1)
|
Amounts calculated by multiplying the number of RSUs or restricted Class A shares held by the named executive officer that vested on each applicable vesting date in 2019 by the closing price per Class A share on that date. Class A shares underlying the vested RSUs were issued to the named executive officer shortly after they vested.
|
Name
|
|
Reason for Employment Termination
|
|
Estimated Value of Cash Payments
($)(1)
|
|
Estimated Value of Equity Acceleration
($)(2)
|
||
Leon Black
|
|
Cause
|
|
—
|
|
|
—
|
|
|
Death, disability
|
|
—
|
|
|
—
|
|
|
Martin Kelly
|
|
Without cause
|
|
517,328
|
|
|
42,128
|
|
|
By executive for good reason
|
|
517,328
|
|
|
—
|
|
|
|
Death, disability
|
|
—
|
|
|
2,867,633
|
|
|
Scott Kleinman
|
|
Without cause
|
|
—
|
|
|
2,759,761
|
|
|
Death, disability
|
|
—
|
|
|
18,173,764
|
|
|
John Suydam
|
|
Without cause
|
|
1,017,328
|
|
|
288,645
|
|
|
By executive for good reason
|
|
1,017,328
|
|
|
—
|
|
|
|
Disability
|
|
—
|
|
|
1,161,548
|
|
|
|
Death
|
|
—
|
|
|
580,774
|
|
|
Anthony Civale
|
|
Without cause
|
|
—
|
|
|
354,509
|
|
|
Death, disability
|
|
—
|
|
|
20,458,739
|
|
(1)
|
This amount would have been payable to the named executive officer had his employment been terminated by the Company without cause (and other than by reason of death or disability) or for good reason on December 31, 2019.
|
(2)
|
This amount represents the additional equity vesting that the named executive officer would have received had his employment terminated in the circumstances described in the column, “Reason for Employment Termination,” on December 31, 2019, based on the closing price of a Class A share on such date. For this purpose, awards that are subject to performance vesting conditions have been treated as having attained such conditions. Please see our “Outstanding Equity Awards at Fiscal Year-End” table above for information regarding the named executive officer’s unvested equity as of December 31, 2019.
|
Name
|
|
Fees Earned or Paid in Cash
($)
|
|
Stock Awards
($)(1)
|
|
Total
($)
|
|||
Michael Ducey
|
|
175,000
|
|
|
101,816
|
|
|
276,816
|
|
Robert Kraft
|
|
125,000
|
|
|
101,816
|
|
|
226,816
|
|
A. B. Krongard
|
|
159,719
|
|
|
101,816
|
|
|
261,535
|
|
Pauline Richards
|
|
175,000
|
|
|
101,816
|
|
|
276,816
|
|
(1)
|
Represents the aggregate grant date fair value of stock awards granted, as applicable, computed in accordance with FASB ASC Topic 718. See note 13 to our consolidated financial statements for further information concerning the assumptions made in valuing our RSU awards. The amounts shown do not reflect compensation actually received by the independent directors, but instead represent the aggregate grant date fair value of the awards. Unvested director RSUs are not entitled to distributions or distribution equivalents. As of December 31, 2019, each of our independent directors held 3,575 RSUs that were unvested and outstanding.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
|
Class A Shares Beneficially Owned
|
|
AOG Units Beneficially Owned(1)
|
|
Class B Shares Beneficially Owned
|
|
|
|||||||||||||
|
|
Number
|
|
Percent(2)
|
|
Number
|
|
Percent(2)
|
|
Number
|
|
Percent
|
|
Total Percentage of Voting Power(3)
|
|||||||
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Leon Black(4)(5)
|
|
11,327,166
|
|
|
4.9
|
%
|
|
80,000,000
|
|
|
19.7
|
%
|
|
1
|
|
|
100
|
%
|
|
45.9
|
%
|
Joshua Harris(4)(5)
|
|
1,350,000
|
|
|
*
|
|
|
45,832,643
|
|
|
11.3
|
%
|
|
1
|
|
|
100
|
%
|
|
43.5
|
%
|
Marc Rowan(4)(5)
|
|
8,840,237
|
|
|
3.8
|
%
|
|
32,481,402
|
|
|
8.0
|
%
|
|
1
|
|
|
100
|
%
|
|
45.3
|
%
|
Pauline Richards
|
|
54,367
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Alvin Bernard Krongard(6)
|
|
305,210
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Michael Ducey(7)
|
|
51,014
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Robert Kraft(8)
|
|
348,545
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Martin Kelly
|
|
230,820
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
John Suydam(9)
|
|
624,289
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Anthony Civale
|
|
1,393,613
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Scott Kleinman (10)
|
|
1,354,635
|
|
|
*
|
|
|
2,033,805
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
All directors and executive officers as a group (twelve persons)(11)
|
|
27,108,346
|
|
|
11.7
|
%
|
|
162,361,020
|
|
|
40.0
|
%
|
|
1
|
|
|
100
|
%
|
|
49.8
|
%
|
BRH Holdings GP, Ltd. (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
100
|
%
|
|
43.1
|
%
|
AP Professional Holdings, L.P.(12)
|
|
—
|
|
|
—
|
|
|
174,873,808
|
|
|
43.1
|
%
|
|
—
|
|
|
—
|
|
|
43.1
|
%
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tiger Global Management, LLC(13)
|
|
33,913,500
|
|
|
14.7
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
%
|
Capital World Investors(14)
|
|
11,791,587
|
|
|
5.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
%
|
The Vanguard Group(15)
|
|
17,341,946
|
|
|
7.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.3
|
%
|
(1)
|
Subject to certain requirements and restrictions, the AOG Units are exchangeable for our Class A shares on a one-for-one basis. See “Item 13. Certain Relationships and Related Transactions, and Director Independence — Amended and Restated Exchange Agreement” of our 2019 Annual Report. Beneficial ownership of AOG Units reflected in this table has not been also reflected as beneficial ownership of the Class A shares for which such AOG Unit may be exchanged.
|
(2)
|
The percentage of beneficial ownership of the Company’s Class A shares is based on a total of 231,012,948 Class A shares issued and outstanding as of February 18, 2020, plus, if applicable, Class A shares to be delivered to the respective holder within 60 days of February 18, 2020 (as calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act). The percentage of beneficial ownership of AOG Units is based on a total of 405,886,756 AOG Units outstanding as of February 18, 2020.
|
(3)
|
The total percentage of voting power is based on 230,608,976 voting Class A shares outstanding, the Class A shares to be delivered to the respective holder within 60 days of February 18, 2020, as applicable, and the voting power of the Class B share, which had 174,873,808 votes as of February 18, 2020. The voting power calculations do not include 403,972 Class A shares held by California Public Employees’ Retirement System (the “Strategic Investor”) based on a Form 13F for the year ended December 31, 2019, filed with the SEC on January 27, 2020 by the Strategic Investor. Class A shares held by the Strategic Investor do not have voting rights. This column assumes the exchange of AOG Units into Class A shares and the number of Class A shares to be delivered to the respective holder within 60 days of February 18, 2020.
|
(4)
|
The number of Class A shares presented are indirectly held by estate planning vehicles for which voting and investment control are exercised by this individual. The number of AOG Units presented are indirectly held by estate planning vehicles, for which this individual disclaims beneficial ownership except to the extent of his pecuniary interest therein. All AOG Units presented are directly held by AP Professional Holdings, L.P. Each of Messrs. Black, Rowan and Harris indirectly beneficially own limited partnership interests in BRH Holdings, L.P., which holds approximately 90.5% of the limited partnership interests in AP Professional Holdings, L.P. The number of AOG Units presented do not include any AOG Units owned by AP Professional Holdings, L.P. with respect to which each of Messrs. Black, Rowan or Harris, as one of the three owners of all of the interests in BRH Holdings GP, Ltd., the general partner of AP Professional Holdings, L.P., or as a party to the Agreement Among Principals or the Shareholders Agreement may be deemed to have shared voting or dispositive power. Each of these individuals disclaims any beneficial ownership of these units, except to the extent of his pecuniary interest therein.
|
(5)
|
BRH Holdings GP, Ltd. (“BRH”), the holder of the Class B share, is one third owned by Mr. Black, one third owned by Mr. Harris and one third owned by Mr. Rowan. Pursuant to the Agreement Among Principals, the Class B share is to be voted and disposed of by BRH based on the determination of at least two of Leon Black, Joshua Harris and Marc Rowan; as such, they share voting and dispositive power with respect to the Class B share.
|
(6)
|
Includes 250,000 Class A shares held by a trust for the benefit of Mr. Krongard’s children, for which Mr. Krongard’s children are the trustees. Mr. Krongard disclaims beneficial ownership with respect to such shares, except to the extent of his pecuniary interest therein.
|
(7)
|
Includes 2,616 Class A shares held by two trusts for the benefit of Mr. Ducey’s grandchildren, for which Mr. Ducey and several of Mr. Ducey’s immediate family members are trustees and have shared investment power. Mr. Ducey disclaims beneficial ownership of the Class A shares held in the trusts, except to the extent of his pecuniary interest therein.
|
(8)
|
Includes 330,000 Class A shares held by two entities, which are under the sole control of Mr. Kraft, and may be deemed to be beneficially owned by Mr. Kraft.
|
(9)
|
Includes 64,260 Class A shares held by a trust for the benefit of Mr. Suydam’s spouse and children, for which Mr. Suydam’s spouse is the trustee. Mr. Suydam disclaims beneficial ownership with respect to such shares, except to the extent of his pecuniary interest therein.
|
(10)
|
Includes 425,875 Class A shares held by six entities, over which Mr. Kleinman exercises voting and investment control, and may be deemed to be beneficially owned by Mr. Kleinman, and 750,000 Class A shares held indirectly or directly by an entity, over which Mr. Kleinman disclaims beneficial ownership.
|
(11)
|
Refers to shares and AOG Units beneficially owned by the individuals who were directors and executive officers as of February 18, 2020. All AOG Units presented are directly held by AP Professional Holdings, L.P., in which certain directors and executive officers beneficially own limited partnership interests.
|
(12)
|
Assumes that no AOG Units are distributed to the limited partners of AP Professional Holdings, L.P. The general partner of AP Professional Holdings, L.P. is BRH, which is one third owned by Mr. Black, one third owned by Mr. Harris and one third owned by Mr. Rowan. BRH is also the general partner of BRH Holdings, L.P., the limited partnership through which Messrs. Black, Harris and Rowan indirectly beneficially own (through estate planning vehicles) their limited partner interests in AP Professional Holdings, L.P. These individuals disclaim any beneficial ownership of these AOG Units, except to the extent of their pecuniary interest therein.
|
(13)
|
Based on a Form 4 filed with the SEC on January 16, 2020, by Tiger Global Management, LLC. The address of Tiger Global Management, LLC is 9 West 57th Street, 35th Floor, New York, New York. Pursuant to an irrevocable proxy, all voting rights attaching to the shares held by Tiger Global Management, LLC are exercisable by AGM Management, LLC.
|
(14)
|
Based on a Schedule 13G filed with the SEC on February 14, 2020, by Capital World Investors, a division of Capital Research and Management Company. The address of Capital World Investors is 333 South Hope Street, Los Angeles, California.
|
(15)
|
Based on a Schedule 13G filed with the SEC on February 11, 2020, by The Vanguard Group. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
•
|
the timing of the transactions-for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable or amortizable assets of the Apollo Operating Group entities at the time of the transaction;
|
•
|
the price of our Class A shares at the time of the transaction-the increase in any tax deductions, as well as tax basis increase in other assets, of the Apollo Operating Group entities, is directly proportional to the price of the Class A shares at the time of the transaction; and
|
•
|
the amount and timing of our income - we will be required to pay 85% of the tax savings as and when realized, if any. If we do not have taxable income, we are not required to make payments under the tax receivable agreement for that taxable year because no tax savings were actually realized.
|
•
|
our board of directors be comprised of a majority of independent directors;
|
•
|
we establish a compensation committee composed solely of independent directors; and
|
•
|
we establish a nominating and corporate governance committee composed solely of independent directors.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
For the Years Ended December 31,
|
|
||||||
|
2019
|
|
2018
|
|
||||
|
(in thousands)
|
|
||||||
Audit fees
|
$
|
7,801
|
|
(1)
|
$
|
7,127
|
|
(1)
|
Audit fees for Apollo fund entities
|
18,470
|
|
(2)
|
16,198
|
|
(2)
|
||
Audit-related fees
|
1,984
|
|
(3)(4)
|
1,635
|
|
(3)(4)
|
||
Tax fees
|
10,427
|
|
(5)
|
7,019
|
|
(5)
|
||
Tax fees for Apollo fund entities
|
34,563
|
|
(2)
|
28,436
|
|
(2)
|
(1)
|
Audit fees consisted of fees for (a) the audits of our consolidated financial statements in our Annual Report on Form 10-K and services attendant to, or required by, statute or regulation; (b) reviews of the interim condensed consolidated financial statements included in our quarterly reports on Form 10-Q.
|
(2)
|
Audit and Tax fees for Apollo fund entities consisted of services to investment funds managed by Apollo in its capacity as the general partner and/or manager of such entities.
|
(3)
|
Audit-related fees consisted of comfort letters, consents and other services related to SEC and other regulatory filings.
|
(4)
|
Includes audit-related fees for Apollo fund entities of $1.3 million and $0.9 million for the years ended December 31, 2019 and 2018, respectively.
|
(5)
|
Tax fees consisted of fees for services rendered for tax compliance and tax planning and advisory services.
|
ITEM 15.
|
EXHIBITS
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
*4.20
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
+10.1
|
|
|
|
|
|
+10.2
|
|
|
|
|
|
+10.3
|
|
|
|
|
|
+10.4
|
|
|
|
|
|
+10.5
|
|
|
|
|
|
+10.6
|
|
|
|
|
|
+10.7
|
|
|
|
|
|
+10.8
|
|
|
|
|
|
+10.9
|
|
|
|
|
|
+10.10
|
|
|
|
|
|
+10.11
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
+10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
+10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
+10.24
|
|
|
|
|
|
+10.25
|
|
|
|
|
|
+10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
+10.38
|
|
|
|
|
|
+10.39
|
|
|
|
|
|
+10.40
|
|
|
|
|
|
+10.41
|
|
|
|
|
|
+10.42
|
|
|
|
|
|
+10.43
|
|
|
|
|
|
+10.44
|
|
|
|
|
|
+10.45
|
|
|
|
|
|
+10.46
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
*10.49
|
|
|
|
|
|
+10.50
|
|
|
|
|
|
+10.51
|
|
|
|
|
|
+10.52
|
|
|
|
|
|
*+10.53
|
|
|
|
|
|
+10.54
|
|
|
|
|
|
+10.55
|
|
|
|
|
|
+10.56
|
|
|
|
|
|
+10.57
|
|
|
|
|
|
+10.58
|
|
|
|
|
|
+10.59
|
|
|
|
|
|
*+10.60
|
|
|
|
|
|
+10.61
|
|
|
|
|
|
+10.62
|
|
|
|
|
|
+10.63
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
+10.64
|
|
|
|
|
|
+10.65
|
|
|
|
|
|
+10.66
|
|
|
|
|
|
+10.67
|
|
|
|
|
|
+10.68
|
|
|
|
|
|
+10.69
|
|
|
|
|
|
+10.70
|
|
|
|
|
|
10.71
|
|
|
|
|
|
10.72
|
|
|
|
|
|
10.73
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
10.74
|
|
|
|
|
|
10.75
|
|
|
|
|
|
10.76
|
|
|
|
|
|
+10.77
|
|
|
|
|
|
+10.78
|
|
|
|
|
|
+10.79
|
|
|
|
|
|
+10.80
|
|
|
|
|
|
+10.81
|
|
|
|
|
|
+10.82
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
+10.83
|
|
|
|
|
|
+10.84
|
|
|
|
|
|
+10.85
|
|
|
|
|
|
+10.86
|
|
|
|
|
|
+10.74
|
|
|
|
|
|
+10.75
|
|
|
|
|
|
+10.76
|
|
|
|
|
|
+10.77
|
|
|
|
|
|
+10.78
|
|
|
|
|
|
+10.79
|
|
|
|
|
|
+10.93
|
|
|
|
|
|
+10.94
|
|
|
|
|
|
+10.95
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
|
|
+10.96
|
|
|
|
|
|
*10.97
|
|
|
|
|
|
*10.98
|
|
|
|
|
|
*21.1
|
|
|
|
|
|
*23.1
|
|
|
|
|
|
*31.1
|
|
|
|
|
|
*31.2
|
|
|
|
|
|
*32.1
|
|
|
|
|
|
*32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
*
|
Filed herewith.
|
+
|
Management contract or compensatory plan or arrangement.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
|
|
|
|
|
Apollo Global Management, Inc.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date: February 21, 2020
|
By:
|
/s/ Martin Kelly
|
|
|
|
Name:
|
Martin Kelly
|
|
|
Title:
|
Chief Financial Officer and Co-Chief Operating Officer
(principal financial officer and authorized signatory)
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Leon Black
|
|
Chairman and Chief Executive Officer and Director
|
|
February 21, 2020
|
Leon Black
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Martin Kelly
|
|
Chief Financial Officer and Co-Chief Operating Officer
|
|
February 21, 2020
|
Martin Kelly
|
|
(principal financial officer)
|
|
|
|
|
|
|
|
/s/ Robert MacGoey
|
|
Chief Accounting Officer
|
|
February 21, 2020
|
Robert MacGoey
|
|
(principal accounting officer)
|
|
|
|
|
|
|
|
/s/ Joshua Harris
|
|
Senior Managing Director and Director
|
|
February 21, 2020
|
Joshua Harris
|
|
|
|
|
|
|
|
|
|
/s/ Marc Rowan
|
|
Senior Managing Director and Director
|
|
February 21, 2020
|
Marc Rowan
|
|
|
|
|
|
|
|
|
|
/s/ Michael Ducey
|
|
Director
|
|
February 21, 2020
|
Michael Ducey
|
|
|
|
|
|
|
|
|
|
/s/ Robert Kraft
|
|
Director
|
|
February 21, 2020
|
Robert Kraft
|
|
|
|
|
|
|
|
|
|
/s/ AB Krongard
|
|
Director
|
|
February 21, 2020
|
AB Krongard
|
|
|
|
|
|
|
|
|
|
/s/ Pauline Richards
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Director
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February 21, 2020
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Pauline Richards
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•
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90,000,000,000 shares of Class A Common Stock;
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•
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999,999,999 shares of Class B common stock, $.00001 par value per share (“Class B Common Stock”);
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•
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one (1) share of Class C common stock, $.00001 par value (“Class C Common Stock” and, together with the Class A Common Stock and the Class B Common Stock, “Common Stock”); and
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•
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9,000,000,000 shares of preferred stock, $.00001 par value per share (“Preferred Stock”), of which (x) 11,000,000 shares are designated as Series A Preferred Stock, (y) 12,000,000 shares are designated as Series B Preferred Stock and (z) the remaining 8,977,000,000 shares may be designated from time to time in accordance with Article IV of the Certificate of Incorporation.
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•
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merger, consolidation or other business combination (except for the sole purpose of changing our legal form into another limited liability entity and where the governing instruments of the new entity provide our stockholders with substantially the same rights and obligations); and
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•
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certain amendments to our Certificate of Incorporation that may not be approved solely by the Class C Stockholder, such as amendments that would enlarge the obligations of any other holder of shares or would have a material adverse effect on the rights or preferences on any other class of stock of the Corporation in relation to the other classes of stock of the Corporation.
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•
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any amendment to our Certificate of Incorporation that would have a material adverse effect on the rights or preferences of any class of stock in relation to other classes of stock of the Corporation must be approved by the holders of not less than a majority in voting power of the outstanding stock of the class affected;
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•
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no amendment to our Certificate of Incorporation or Bylaws may enlarge the obligations of any stockholder without his, her or its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to the immediately preceding bullet;
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•
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any amendment to the provisions of our Certificate of Incorporation relating to the voting rights on amendments requires the approval of stockholders holding at least 90% of the voting power of our Class A Common Stock and Class B Common Stock; and
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no amendment to certain provisions of our Certificate of Incorporation that would have a disproportionate effect on any of APOC Holdings, Ltd., a Cayman Islands exempted company and California Public Employees’ Retirement System, a unit of the State and Consumer Services Agency of the State of California (collectively, the “Investors”) and their affiliates without the consent in writing of the Investors or their affiliates holding shares of Class A Common Stock as of the relevant record date.
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entry into a debt financing arrangement by us or any of our subsidiaries, in one transaction or a series of related transactions, in an amount in excess of 10% of our then existing long-term indebtedness (other than with respect to intercompany debt financing arrangements);
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issuances of securities that would, subject to certain exceptions, (i) represent, after such issuance, or upon conversion, exchange or exercise, as the case may be, at least 5% on a fully diluted, as converted, exchanged or exercised basis, of any class of equity securities or (ii) have designations, preferences, rights priorities or powers that are more favorable than the Class A Common Stock;
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adoption of a stockholder rights plan;
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amendment of our Certificate of Incorporation or the Bylaws;
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exchange or disposition of all or substantially all of the assets, taken as a whole, in a single transaction or a series of related transactions;
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merger, sale or other combination with or into any other person;
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transfer, mortgage, pledge, hypothecation or a grant of a security interest in all or substantially all of the assets of us and our subsidiaries taken as a whole;
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removal of an Executive Officer (as defined in the Certificate of Incorporation);
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liquidation or dissolution of the Corporation; and
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any extraordinary transaction or the determination of the use of proceeds of any extraordinary transaction.
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1)
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is a change in our name, our registered agent or our registered office;
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2)
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the board of directors has determined to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation;
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3)
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the board of directors has determined (i) does not adversely affect the stockholders (other than the Class C Stockholder) as a whole (including any particular class or series of shares of stock of the Corporation as compared to other classes or series of shares of stock of the Corporation, treating the Class A Common Stock and the Class B Common Stock as a separate class for this purpose) in any material respect, (ii) to be necessary, desirable or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any U.S. federal or state or non-U.S. agency or judicial authority or contained in any U.S. federal or state or non-U.S. statute (including the DGCL) or (B) facilitate the trading of the shares of stock of the Corporation (including the division or reclassification of any class or series of shares of stock of the Corporation into different classes or series to facilitate uniformity of tax consequences within such classes or series of shares of stock of the Corporation) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the shares of stock of the Corporation are or will be listed, (iii) to be necessary or appropriate in connection with splits and combinations of stock, or (iv) is required to effect the intent expressed in a registration statement or the intent of the provisions of the Certificate of Incorporation or is otherwise contemplated by the Certificate of Incorporation;
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4)
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is a change in our fiscal year or taxable year and any other changes that our board of directors has determined to be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Corporation including, if our board of directors has so determined, subject to Articles XXI and XXII of the Certificate of Incorporation and any certificate of designation relating to any series of Preferred Stock, the dates on which dividends are to be made by the Corporation;
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5)
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an amendment that our board of directors has determined is necessary or appropriate based on the advice of our counsel, to prevent us or the Class C Stockholder or its partners, officers, trustees, representatives or agents (as applicable) from having a material risk of being in any manner subjected to the provisions of the U.S. Investment Company Act of 1940, as amended, the U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, as amended, regardless of whether or not such are substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor;
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6)
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an amendment that our board of directors has determined to be necessary, desirable or appropriate for the creation, authorization or issuance of any class or series of our capital stock or options, rights, warrants or appreciation rights relating to our capital stock;
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7)
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any amendment expressly permitted in our Certificate of Incorporation to be made by the Class C Stockholder acting alone;
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8)
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an amendment effected, necessitated or contemplated by an agreement of merger, consolidation or other business combination agreement that has been approved under the terms of our Certificate of Incorporation;
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9)
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any amendment that our board of directors has determined is necessary or appropriate to reflect and account for our formation by us of, or our investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by our Certificate of Incorporation;
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10)
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a merger into, or conveyance of all of our assets to, another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger or conveyance other than those it receives by way of the merger or conveyance consummated solely to effect a mere change in our legal form into another limited liability entity, the governing instruments of which provide the stockholders with substantially the same rights and obligations as provided by our Certificate of Incorporation;
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11)
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any other amendments substantially similar to any of the matters described in (1) through (10) above.
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(i).
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any derivative action or proceeding brought on our behalf;
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(ii).
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any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, other employees or stockholders to us or our stockholders or any current or former member or fiduciary of AGM LLC to AGM LLC or AGM LLC’s members;
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(iii).
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any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or
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(iv).
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any action asserting a claim related to or involving us that is governed by the internal affairs doctrine,
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1.
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Position and Reporting. You shall continue to serve as Co-Chief Operating Officer and Lead Partner, Credit. You shall continue to report directly to Joshua Harris in your capacity as Co-Chief Operating Officer and to Jim Zelter in your capacity as Lead Partner, Credit, or their respective successors.
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2.
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Annual Compensation. During your employment with the Company, your base salary shall be at the rate of $100,000 (the “Base Salary”) which base salary shall be paid in installments not less frequently than monthly. All amounts payable under the Agreement are subject to withholding, if applicable, in accordance with applicable law. It is not anticipated that you will receive a discretionary annual bonus with respect to calendar year 2019 or any subsequent year.
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3.
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Carry Points and Profits Interest. You shall continue to receive, without duplication, the number of points previously communicated to you that shall entitle you to participate, directly or indirectly, in the incentive income distributions made (a) by all Credit funds in effect as of April 30, 2018, and (b) subject to the review and approval of the Executive Committee, in all future Credit funds, in each case with the same vesting terms as apply to investment professionals who hold such points generally. Except as provided in the next sentence, such points may be notional points issued under a Credit bonus plan that entitle you to receive W-2 income on the same terms as apply to other senior employees in the credit business. Your points in the general partners of funds that have been separately communicated to you shall relate to actual limited partner (or similar) interests you will hold in such general partners. The vesting commencement date for your points that are subject to vesting shall be January 1, 2018.
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4.
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Fund Investments. You hereby acknowledge and agree that you have made investments in various funds or co-investment vehicles of the Company and its affiliates as reflected in the applicable fund documents and which are unchanged by this Agreement. You hereby acknowledge and agree that any unpaid capital commitments arising in connection with the foregoing investments, as reflected on the books and records of the Company and its affiliates, shall remain in full force and effect, governed by and subject to the terms and conditions of the applicable fund documents.
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5.
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Benefit Plans. You will continue to be eligible to participate in the various group health, disability and life insurance plans and other employee programs, including sick and vacation time, as generally are offered by the Company to other senior executives from time to time and subject to applicable Company policies.
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6.
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Restrictive Covenants. You acknowledge that you are bound by and agree to continue to abide by and comply with the restrictive covenants printed on Appendix A to this Agreement.
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7.
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Notice Entitlement. The Company may terminate your employment with or without Cause. The period of notice that we will give you to terminate your employment without Cause and other than by reason of a Bad Act is 90 days. The Company may terminate your employment for Cause or a Bad Act without notice. You agree to give the Company 90 days’ notice (which the Company may waive in its sole discretion) should you decide to leave the Company for any reason. We reserve the right to require you not to be in the Company’s offices and/or not to undertake all or any of your duties and/or not to contact Company clients, colleagues or advisors (unless otherwise instructed) during all or part of any period of notice of your termination of service. During any such period, you remain a service provider to the Company with all duties of fidelity and confidentiality to the Company and subject to all terms and conditions of your employment and should not be employed or engaged in any other business.
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8.
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Payment in lieu of Notice. Subject to the “Employment in Good Standing; Compliance” section below, we reserve the right to pay you in lieu of any required notice period, the equivalent of your Base Salary on a termination without Cause.
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9.
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Confidentiality. You agree to keep the terms and subject matter of this Agreement confidential and not to discuss it with colleagues or others.
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10.
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Indemnification. Your rights to be indemnified pursuant to any indemnification provision in any limited liability company agreement, limited partnership agreement, by-laws, or insurance policies covering the directors and officers of the Company against any losses, claims, damages, liabilities, judgments and reasonable expenses, incurred by, or imposed upon, you, shall subsist in accordance with the terms of the applicable provision. You and the Company acknowledge and agree that the indemnification agreement by and between you and Apollo dated June 26, 2008, remains in effect in accordance with its terms.
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11.
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Section 409A. This Agreement is intended to be exempt from, or comply with, Section 409A and to be interpreted in a manner consistent therewith. To the extent necessary to avoid the imposition of tax or penalty under Section 409A, any payment by the Company or affiliate to you (if you are then a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) and
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12.
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Subsequent Engagement. Notwithstanding anything to the contrary contained herein, while you are employed by the Company, prior to accepting (or entering into a written understanding that provides for your) employment or consulting engagement with any person or entity unrelated to the Company, you will provide (i) written notice to the Company of such offer, it being understood that your acceptance of any such offer before seven (7) days have elapsed following such notice shall be treated as a termination by the Company for Cause, and (ii) a copy of the paragraphs of the attached Appendix A that include the terms “Nonsolicitation” or “Noncompetition” to any such prospective employer or service recipient, with a copy provided simultaneously to the Company. You shall promptly notify the Company of your acceptance of employment with, or agreement to provide substantial services to, any entity unrelated to the Company for 6 months from and after your Termination Date.
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13.
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Employment in Good Standing; Compliance. As you are aware, the firm is subject to and has various compliance procedures in place. Accordingly, you understand that your continued association with the Company and corresponding payment of the foregoing amounts will be subject to your continued employment in good standing, which will include, among other things, your adherence to applicable laws and the Company’s policies and procedures and other applicable compliance manuals (including, without limitation, obligations with regard to confidential information), copies of which will be made available to you. You agree to execute any customary forms and agreements in connection therewith. Nothing in this Agreement shall be construed as establishing any right to continued employment with the Company.
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14.
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Choice of Law; Arbitration; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to any conflicts of laws principles thereof that would give effect to the laws of another jurisdiction), and any dispute or controversy arising out of or relating to this Agreement or your employment, other than injunctive relief, will be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying New York law) in accordance with, and pursuant to, the Employment Arbitration Rules and Procedures of JAMS (“JAMS”), a copy of which rules, which are available at http://www.jamsadr.com/rules-employment-arbitration/, have been reviewed by you in their current form. The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of this arbitration clause. The arbitration shall be conducted on a strictly confidential basis, and neither party shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with
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15.
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Entire Agreement. This Agreement and other governing documents referenced herein constitute the entire agreement between the parties in relation to their subject matter and supersede any previous agreement or understanding between the parties relating thereto, and you confirm that in signing this Agreement you have not relied on any warranty, representation, assurance or promise of any kind whatsoever other than as are expressly set out in this Agreement or in the documents referenced herein.
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16.
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Miscellaneous. This Agreement may not be modified or amended or waived unless in writing signed by the undersigned parties. Any notice required hereunder shall be made in writing, as
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i.
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commission of an intentional violation of a material law or regulation in connection with any transaction involving the purchase, sale, loan, pledge or other disposition of, or the rendering of investment advice with respect to, any security, asset, futures or forward contract, insurance contract, debt instrument or currency, in each case, that has a significant adverse effect on your ability to perform your services to AGM or any of its Affiliates;
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ii.
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commission of an intentional and material breach of a material provision of a written AGM code of ethics (other than any AGM code of ethics adopted after the date of this Agreement with the primary purpose of creating or finding “Bad Acts”);
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iii.
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commission of intentional misconduct in connection with your performance of services for AGM or any of its Affiliates;
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iv.
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commission of any misconduct that, individually or in the aggregate, has caused or substantially contributed to, or is reasonably likely to cause or substantially contribute to, material economic or reputational harm to AGM or any of its Affiliates (excluding any mistake of judgment made in good faith with respect to a portfolio investment or account managed by AGM or its Affiliates, or a communication made to the principals or other partners, in a professional manner, of a good faith disagreement with a proposed action by AGM or any of its Affiliates);
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v.
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conviction of a felony or plea of no contest to a felony charge, in each case if such felony relates to AGM or any of its Affiliates;
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vi.
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fraud in connection with your performance of services for AGM or any of its Affiliates; or
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vii.
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embezzlement from AGM or any of its Affiliates or interest holders;
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Page
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ARTICLE I DEFINITIONS
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A-1
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1.1
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Definitions
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A-1
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1.2
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Interpretation
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A-5
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ARTICLE II TRANSACTIONS
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A-6
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2.1
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Closing
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A-6
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2.2
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Closing Deliverables
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A-7
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2.3
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Anti-Dilution
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A-7
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2.4
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Intended Tax Treatment
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A-7
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ARTICLE III REPRESENTATIONS AND WARRANTIES OF AHL
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A-8
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3.1
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Organization and Qualification
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A-8
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3.2
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Capitalization
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A-8
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3.3
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Authorization, Execution and Delivery
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A-8
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3.4
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No Conflict
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A-9
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3.5
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Consents and Approvals
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A-9
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3.6
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Issuance; Valid Issuance
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A-9
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3.7
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Investment Company Act
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A-9
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3.8
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Compliance with SEC Filings
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A-9
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3.9
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Financial Statements
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A-10
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3.10
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Absence of Certain Changes or Events
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A-10
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3.11
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Litigation and Regulatory Proceedings
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A-10
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3.12
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Compliance with Law
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A-10
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3.13
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No Broker’s Fees
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A-10
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3.14
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No General Solicitation
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A-11
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3.15
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No Integration; No Disqualifying Event
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A-11
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3.16
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Compliance with Listing Requirements
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A-11
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3.17
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Use of Form S-3
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A-11
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3.18
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Required Vote
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A-11
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3.19
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No Registration
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A-11
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3.20
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Purchasing Intent
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A-11
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3.21
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Sophistication; Investigation
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A-11
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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF AGM
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A-12
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4.1
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Organization and Qualification
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A-12
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4.2
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Capitalization
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A-12
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4.3
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Authorization, Execution and Delivery
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A-13
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4.4
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No Conflict
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A-13
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4.5
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Consents and Approvals
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A-13
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4.6
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Issuance; Valid Issuance
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A-13
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4.7
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Investment Company Act
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A-13
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4.8
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Compliance with SEC Filings
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A-14
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4.9
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Financial Statements
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A-14
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4.10
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Absence of Certain Changes or Events
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A-14
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4.11
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Litigation and Regulatory Proceedings
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A-15
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4.12
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Compliance with Law
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A-15
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4.13
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No Broker’s Fees
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A-15
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4.14
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No General Solicitation
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A-15
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4.15
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No Integration; No Disqualifying Event
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A-15
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4.16
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Compliance with Listing Requirements
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A-15
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Page
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4.17
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Use of Form S-3
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A-15
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4.18
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No Registration
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A-15
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4.19
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Purchasing Intent
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A-15
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4.20
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Sophistication; Investigation
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A-16
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4.21
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Information Supplied
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A-16
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4.22
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Tax Classification
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A-16
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ARTICLE V OTHER AGREEMENTS OF THE PARTIES
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A-16
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5.1
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Filings; Other Actions
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A-16
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5.2
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Proxy Statement
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A-17
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5.3
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Shareholder Approval
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A-18
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5.4
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No Adverse AHL Recommendation.
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A-18
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5.5
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Securities Law Matters
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A-19
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5.6
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AHL Capital Structure
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A-20
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5.7
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Conditional Right
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A-20
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5.8
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Closing Agreements
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A-20
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5.9
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Tax Classification
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A-20
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5.10
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Tax Audits
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A-21
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5.11
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Tax Cooperation
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A-21
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5.12
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Apollo Exchange Agreement
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A-21
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5.13
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Ownership of AGM Capital Stock
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A-22
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5.14
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Class M Matters
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A-22
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ARTICLE VI CONDITIONS
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A-22
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6.1
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Conditions Precedent to the Obligations of each Party
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A-22
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6.2
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Conditions Precedent to the Obligations of AGM
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A-22
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6.3
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Conditions Precedent to the Obligations of AHL
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A-23
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ARTICLE VII TERMINATION
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A-23
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7.1
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Termination
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A-23
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7.2
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Effects of Termination
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A-24
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|
|
|||||||
ARTICLE VIII MISCELLANEOUS
|
|
|
A-24
|
|
||||
|
|
8.1
|
|
Survival
|
|
|
A-24
|
|
|
|
8.2
|
|
Fees and Expenses
|
|
|
A-24
|
|
|
|
8.3
|
|
Entire Agreement
|
|
|
A-24
|
|
|
|
8.4
|
|
Further Assurances
|
|
|
A-24
|
|
|
|
8.5
|
|
Notices
|
|
|
A-25
|
|
|
|
8.6
|
|
Governing Law
|
|
|
A-26
|
|
|
|
8.7
|
|
Consent to Jurisdiction
|
|
|
A-26
|
|
|
|
8.8
|
|
Equitable Remedies
|
|
|
A-26
|
|
|
|
8.9
|
|
Amendments; Waivers
|
|
|
A-26
|
|
|
|
8.10
|
|
Construction
|
|
|
A-27
|
|
|
|
8.11
|
|
Counterparts
|
|
|
A-27
|
|
|
|
8.12
|
|
Third Party Beneficiaries
|
|
|
A-27
|
|
|
|
8.13
|
|
Binding Effect
|
|
|
A-27
|
|
|
|
8.14
|
|
Severability
|
|
|
A-27
|
|
|
|
8.15
|
|
Non-Recourse
|
|
|
A-27
|
|
|
|
8.16
|
|
Apollo Operating Group Indemnification of AGM
|
|
|
A-27
|
|
|
|
885 Third Avenue
|
||
|
|
New York, NY 10022
|
||
|
|
Attention:
|
|
A. Peter Harwich
|
|
|
|
||
|
|
|
|
Daniel E. Rees
|
|
|
Email:
|
|
peter.harwich@lw.com
|
|
|
|
|
daniel.rees@lw.com
|
|
|
|
|
|
AHL
|
||||
|
||||
ATHENE HOLDING LTD.
|
||||
|
|
|||
By:
|
|
/s/ Natasha Scotland Courcy
|
||
|
|
Name:
|
|
Natasha Scotland Courcy
|
|
|
Title:
|
|
SVP, Legal
|
AGM
|
||||
|
||||
APOLLO GLOBAL MANAGEMENT, INC.
|
||||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Chief Legal Officer, Vice President and Secretary
|
|
|
|
|
|
APOLLO OPERATING GROUP
|
||||
|
||||
APOLLO PRINCIPAL HOLDINGS I, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings I GP, LLC,
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
||||
APOLLO PRINCIPAL HOLDINGS II, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings II GP, LLC,
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
||||
APOLLO PRINCIPAL HOLDINGS III, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings III GP, Ltd.
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
||||
APOLLO PRINCIPAL HOLDINGS IV, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings IV GP, Ltd.,
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
|
|
|
|
APOLLO PRINCIPAL HOLDINGS V, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings V GP, LLC,
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
||||
APOLLO PRINCIPAL HOLDINGS VI, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings VI GP, LLC,
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
||||
APOLLO PRINCIPAL HOLDINGS VII, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings VII GP, Ltd.,
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
||||
APOLLO PRINCIPAL HOLDINGS VIII, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings VIII GP, Ltd.,
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
|
|
|
|
APOLLO PRINCIPAL HOLDINGS IX, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings IX GP, Ltd.,
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
||||
APOLLO PRINCIPAL HOLDINGS X, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings X GP, Ltd.,
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
||||
APOLLO PRINCIPAL HOLDINGS XII, L.P.
|
||||
|
|
|||
By:
|
|
Apollo Principal Holdings XII GP, LLC,
its General Partner
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
||||
AMH HOLDINGS (CAYMAN), L.P.
|
||||
|
|
|||
By:
|
|
AMH Holdings GP, Ltd.,
its General Partner
|
||
|
|
|||
By:
|
|
AGM Management Holdings GP, LLC
its Sole Director
|
||
|
|
|||
By:
|
|
/s/ John J. Suydam
|
||
|
|
Name:
|
|
John J. Suydam
|
|
|
Title:
|
|
Vice President and Secretary
|
|
|
|
APOLLO PRINCIPAL HOLDINGS XI, LLC
|
||
|
|
|
By:
|
|
/s/ Dominic Fry
|
|
|
Name: Dominic Fry
|
|
|
Title: Manager
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
ARTICLE I DEFINITIONS AND USAGE
|
|
|
1
|
|
||
Section 1.1
|
|
Definitions
|
|
|
1
|
|
Section 1.2
|
|
Interpretation
|
|
|
4
|
|
|
|
|||||
ARTICLE II TRANSFER
|
|
|
4
|
|
||
Section 2.1
|
|
Generally
|
|
|
4
|
|
Section 2.2
|
|
Apollo Lockup
|
|
|
5
|
|
Section 2.3
|
|
Additional Transfer Restrictions
|
|
|
5
|
|
Section 2.4
|
|
Right of First Offer
|
|
|
5
|
|
Section 2.5
|
|
Transfers and Joinders
|
|
|
6
|
|
Section 2.6
|
|
Binding Effect on Transferees
|
|
|
6
|
|
Section 2.7
|
|
Improper Transfer
|
|
|
6
|
|
Section 2.8
|
|
Certain Transfers
|
|
|
6
|
|
|
|
|||||
ARTICLE III BOARD REPRESENTATION; INFORMATION
|
|
|
6
|
|
||
Section 3.1
|
|
Apollo Nominees
|
|
|
6
|
|
Section 3.2
|
|
Books and Records; Access
|
|
|
7
|
|
Section 3.3
|
|
Confidentiality
|
|
|
8
|
|
Section 3.4
|
|
Securities Laws
|
|
|
8
|
|
|
|
|||||
ARTICLE IV CAPITAL SUPPORT FACILITY
|
|
|
8
|
|
||
Section 4.1
|
|
Capital Support Facility
|
|
|
8
|
|
Section 4.2
|
|
Exercise Procedures
|
|
|
9
|
|
Section 4.3
|
|
AHL Action
|
|
|
9
|
|
|
|
|||||
ARTICLE V APOLLO REPRESENTATIVE
|
|
|
9
|
|
||
Section 5.1
|
|
Authority
|
|
|
9
|
|
|
|
|||||
ARTICLE VI TERMINATION
|
|
|
9
|
|
Section 6.1
|
|
Term
|
|
|
9
|
|
Section 6.2
|
|
Survival
|
|
|
9
|
|
|
|
|||||
ARTICLE VII REPRESENTATIONS AND WARRANTIES
|
|
|
10
|
|
||
Section 7.1
|
|
Representations and Warranties of the Apollo Shareholders
|
|
|
10
|
|
Section 7.2
|
|
Representations and Warranties of AHL
|
|
|
10
|
|
|
|
|||||
ARTICLE VIII MISCELLANEOUS
|
|
|
10
|
|
||
Section 8.1
|
|
Entire Agreement
|
|
|
10
|
|
Section 8.2
|
|
Further Assurances
|
|
|
10
|
|
Section 8.3
|
|
Notices
|
|
|
11
|
|
Section 8.4
|
|
Governing Law
|
|
|
12
|
|
Section 8.5
|
|
Consent to Jurisdiction
|
|
|
12
|
|
Section 8.6
|
|
Equitable Remedies
|
|
|
12
|
|
Section 8.7
|
|
Construction
|
|
|
13
|
|
Section 8.8
|
|
Counterparts
|
|
|
13
|
|
Section 8.9
|
|
Third Party Beneficiaries
|
|
|
13
|
|
Section 8.10
|
|
Binding Effect
|
|
|
13
|
|
Section 8.11
|
|
Severability
|
|
|
13
|
|
Section 8.12
|
|
Adjustments Upon Change of Capitalization
|
|
|
13
|
|
Section 8.13
|
|
Amendments; Waivers
|
|
|
13
|
|
Section 8.14
|
|
Non-Recourse
|
|
|
14
|
|
|
|
|
Term
|
|
Section
|
Affiliate
|
|
1.1
|
AGM
|
|
1.1
|
Agreement
|
|
Preamble
|
AHL
|
|
Preamble
|
Apollo Nominee
|
|
3.1(a)
|
Apollo Representative
|
|
1.1
|
Apollo Shareholders
|
|
Preamble
|
beneficial owner
|
|
1.1
|
beneficial ownership
|
|
1.1
|
beneficially own
|
|
1.1
|
Board of Directors
|
|
1.1
|
Business Day
|
|
1.1
|
Class A Shares
|
|
1.1
|
Closing
|
|
1.1
|
Closing Date
|
|
1.1
|
Closing Price
|
|
1.1
|
Competitor
|
|
1.1
|
Confidential Information
|
|
1.1
|
control
|
|
1.1
|
Controlled Affiliate
|
|
1.1
|
Controlled Entity
|
|
1.1
|
Convertible Securities
|
|
1.1
|
Exchange Act
|
|
1.1
|
Exercise Notice
|
|
4.2
|
Exercised ROFO Transaction
|
|
2.4(c)
|
Facility Closing
|
|
4.2
|
Facility Price
|
|
4.1
|
Facility Right
|
|
4.1
|
Facility Shares
|
|
4.2
|
Fall-away Date
|
|
1.1
|
Funds
|
|
1.1
|
Governing Documents
|
|
1.1
|
Governmental Entity
|
|
1.1
|
Hedging Transaction
|
|
1.1
|
Initial ROFO Period
|
|
2.4(b)(i)
|
Law
|
|
1.1
|
Liquidity Agreement
|
|
1.1
|
Lock-Up Period
|
|
2.2
|
Percentage Interest
|
|
1.1
|
Permitted Transferee
|
|
1.1
|
Person
|
|
1.1
|
Portfolio Companies
|
|
1.1
|
Proceeding
|
|
8.5
|
Related Party
|
|
8.14
|
ROFO Closing
|
|
2.4(c)
|
ROFO Closing Date
|
|
2.4(c)
|
ROFO Exercise Notice
|
|
2.4(b)(i)
|
ROFO Negotiation Period
|
|
2.4(b)(i)
|
ROFO Notice
|
|
2.4(a)
|
|
|
|
Term
|
|
Section
|
ROFO Offeror
|
|
2.4(a)
|
ROFO Purchaser
|
|
2.4(a)
|
ROFO Transaction
|
|
2.4(a)
|
SEC
|
|
1.1
|
Securities Act
|
|
1.1
|
Selected Court
|
|
8.5
|
Subsidiary
|
|
1.1
|
Transaction Agreement
|
|
Recitals
|
Transfer
|
|
1.1
|
Transferrable
|
|
1.1
|
Transferred
|
|
1.1
|
VWAP
|
|
1.1
|
|
Attention:
|
Natasha Scotland Courcy
|
|
E-mail:
|
NCourcy@Athene.bm
|
|
Attention:
|
Perry J. Shwachman
|
|
|
Samir A. Gandhi
|
|
|
Jeremy Watson
|
|
Email:
|
pshwachman@sidley.com
|
|
|
sgandhi@sidley.com
|
|
|
jcwatson@sidley.com
|
|
Attention:
|
A. Peter Harwich
|
|
|
Daniel E. Rees
|
|
Email:
|
peter.harwich@lw.com
|
|
|
daniel.rees@lw.com
|
|
Attention:
|
John J. Suydam
|
|
Email:
|
jsuydam@apollo.com
|
|
Attention:
|
John M. Scott
|
|
|
Brian P. Finnegan
|
|
|
Ross A. Fieldston
|
|
Email:
|
jscott@paulweiss.com
|
|
|
bfinnegan@paulweiss.com
|
|
|
rfieldston@paulweiss.com
|
|
|
|
Apollo Operating Group entity
|
|
Equity Interests
|
Apollo Principal Holdings I, L.P.
|
|
29,154,519 Class A Units
|
Apollo Principal Holdings II, L.P.
|
|
29,154,519 Class A Units
|
Apollo Principal Holdings III, L.P.
|
|
29,154,519 Class A Units
|
Apollo Principal Holdings IV, L.P.
|
|
29,154,519 Class A Units
|
Apollo Principal Holdings V, L.P.
|
|
29,154,519 Class A Units
|
Apollo Principal Holdings VI, L.P.
|
|
29,154,519 Class A Units
|
Apollo Principal Holdings VII, L.P.
|
|
29,154,519 Class A Units
|
Apollo Principal Holdings VIII, L.P.
|
|
29,154,519 Class A Units
|
Apollo Principal Holdings IX, L.P.
|
|
29,154,519 Class A Units
|
Apollo Principal Holdings X, L.P.
|
|
29,154,519 Class A Units
|
Apollo Principal Holdings XI, LLC
|
|
29,154,519 Ordinary Shares
|
Apollo Principal Holdings XII, L.P.
|
|
29,154,519 Class A Units
|
AMH Holdings (Cayman), L.P.
|
|
29,154,519 Class A Units
|
|
Attention:
|
John J. Suydam, Esq.
|
|
Electronic Mail:
|
jsuydam@apollo.com
|
|
Attention:
|
John M. Scott, Esq., Brian P. Finnegan, Esq. and Ross A. Fieldston, Esq.
|
|
Electronic mail:
|
jscott@paulweiss.com, bfinnegan@paulweiss.com and rfieldston@paulweiss.com
|
|
Attention:
|
Natasha Scotland Courcy
|
|
E-mail:
|
NCourcy@athene.bm
|
|
Attention:
|
Perry J. Shwachman; Samir A. Gandhi; Jeremy Watson
|
|
E-mail:
|
pshwachman@sidley.com; sgandhi@sidley.com; jcwatson@sidley.com
|
|
|
|
APOLLO GLOBAL MANAGEMENT, INC.
|
||
|
|
|
By:
|
|
|
[●]
|
|
|
[●]
|
|
|
|
|
|
ATHENE HOLDING, LTD.
|
||
|
|
|
By:
|
|
|
[ ]
|
|
|
[ ]
|
|
|
Attention:
|
John J. Suydam
|
Fax:
|
(212) 515-3251
|
Electronic Mail:
|
jsuydam@apollo.com
|
|
|
|
Legal Name of Holder:
|
|
[ ]
|
|
|
|
Address:
|
|
[ ]
|
|
|
|
Date of this Notice:
|
|
[ ]
|
|
|
|
Estimate of the Number of AOG Units Intended to be Sold
|
|
[ ]
|
|
|
|
Name:
|
|
|
|
|
|
Dated:
|
|
|
Attention:
|
John J. Suydam
|
Fax:
|
(212) 515-3251
|
Electronic Mail:
|
jsuydam@apollo.com
|
|
|
|
Legal Name of Holder:
|
|
[ ]
|
|
|
|
Address:
|
|
[ ]
|
|
|
|
Wire Information:
|
|
[ ]
|
|
|
|
Number of AOG Units to be sold:
|
|
[ ]
|
|
|
|
Minimum Sale Price for AOG Units to be sold:
|
|
[ ]
|
|
|
|
Name:
|
|
|
|
|
|
Dated:
|
|
|
1.
|
Highland Capital Management, L.P.
|
2.
|
Icahn & Co. Inc / High River LP
|
3.
|
Aurelius Capital Management
|
4.
|
Elliott Management
|
5.
|
Cyrus Capital Partners, LP
|
6.
|
Appaloosa Management L.P.
|
7.
|
Oaktree Capital Management, L.P.
|
8.
|
Any actually known or reasonably identifiable affiliate (reasonably identifiable by their name) of, and, if applicable, any actually known or reasonably identifiable fund or other entity managed by (in the case of such fund or such other entity, reasonably identifiable by their name), any of the entities listed above.
|
|
|
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Page
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ARTICLE I DEFINITIONS
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1
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Section 1.1
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Definitions
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1
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Section 1.2
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Interpretation
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4
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ARTICLE II REGISTRATION RIGHTS
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5
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Section 2.1
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Demand Registration
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5
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Section 2.2
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Piggyback Registration
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8
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Section 2.3
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Shelf Registration
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9
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Section 2.4
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Withdrawal Rights
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10
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Section 2.5
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Holdback Agreements
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10
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Section 2.6
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Registration Procedures
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11
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Section 2.7
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Registration Expenses
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15
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Section 2.8
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Registration Indemnification
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15
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Section 2.9
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Request for Information; Certain Rights
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17
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ARTICLE III REPRESENTATIONS AND WARRANTIES
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18
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Section 3.1
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Representations and Warranties of Prime Parent
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18
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Section 3.2
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Representations and Warranties of the Company
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18
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ARTICLE IV MISCELLANEOUS
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19
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Section 4.1
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Notices
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19
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Section 4.2
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Severability
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20
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Section 4.3
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Counterparts
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20
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Section 4.4
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Entire Agreement; No Third Party Beneficiaries
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20
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Section 4.5
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Further Assurances
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20
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Section 4.6
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Governing Law; Equitable Remedies
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20
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Section 4.7
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Consent To Jurisdiction
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20
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Section 4.8
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Amendments; Waivers
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21
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Section 4.9
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Assignment
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21
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Section 4.10
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Effectiveness
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21
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Section 4.11
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Term
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21
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APOLLO GLOBAL MANAGEMENT, INC.
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By:
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Name:
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Title:
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ATHENE HOLDING LTD.
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By:
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Name:
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Title:
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INTERPRETATION
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1.
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Definitions
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C-1
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SHARES
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2.
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Power to Issue Shares
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C-7
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3.
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Power of the Company to Purchase its Shares
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C-8
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4.
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Rights Attaching to Shares
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C-8
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5.
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Tax Restrictions
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C-11
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6.
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Calls on Shares
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C-13
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7.
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[Reserved]
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C-13
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8.
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Share Certificates
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C-13
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9.
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Fractional Shares
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C-13
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REGISTRATION OF SHARES
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10.
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Register of Shareholders
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C-14
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11.
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Registered Holder Absolute Owner
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C-14
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12.
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Transfer of Registered Shares
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C-14
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13.
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Transfer Agent; Registrar; Rules Respecting Certificates
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C-15
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14.
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Transmission of Registered Shares
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C-15
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ALTERATION OF SHARE CAPITAL
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15.
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Power to Alter Capital
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C-16
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16.
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Variation of Rights Attaching to Shares
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C-16
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DIVIDENDS AND CAPITALISATION
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17.
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Dividends
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C-17
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18.
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Power to Set Aside Profits
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C-17
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19.
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Method of Payment
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C-17
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20.
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Capitalisation
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C-18
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MEETINGS OF SHAREHOLDERS
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21.
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Annual General Meetings
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C-18
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22.
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Special General Meetings; Requisitioned General Meetings
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C-18
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23.
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Purposes of Annual General Meetings; Proposals of Other Business by Shareholders
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C-18
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24.
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Notice
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C-21
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25.
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Giving Notice and Access
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C-21
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26.
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Postponement of General Meeting
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C-22
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27.
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Electronic Participation in Meetings
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C-22
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28.
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Quorum at General Meetings
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C-22
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29.
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Chairman to Preside at General Meetings
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C-23
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30.
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Voting on Resolutions
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C-23
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31.
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[Reserved]
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C-23
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32.
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Power to Demand a Vote on a Poll
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C-23
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33.
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Voting by Joint Holders of Shares
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C-24
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34.
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Instrument of Proxy
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C-24
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35.
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Representation of Corporate Shareholder
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C-25
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36.
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Adjournment of General Meeting
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C-25
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37.
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Written Resolutions of Shareholders
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C-25
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38.
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Directors Attendance at General Meetings
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C-27
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DIRECTORS AND OFFICERS
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39.
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Election of Directors
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C-27
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40.
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Nomination of Directors for Election
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C-28
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41.
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[Reserved]
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C-31
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42.
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Number of Directors
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C-31
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43.
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Term of Office of Directors
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C-31
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44.
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Removal of Directors
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C-32
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45.
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Vacancy in the Office of Director
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C-32
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46.
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Remuneration of Directors
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C-32
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47.
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Defect in Appointment
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C-32
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48.
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Directors to Manage Business
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C-33
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49.
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Powers of the Board of Directors
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C-33
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50.
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Register of Directors and Officers
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C-34
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51.
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Appointment of Officers
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C-34
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52.
|
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Appointment of Secretary
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C-34
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53.
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Duties of Officers
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C-34
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54.
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Remuneration of Officers
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C-34
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55.
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Conflicts of Interest
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C-34
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56.
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Indemnification and Exculpation
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C-35
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BUSINESS OPPORTUNITIES
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57.
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Business Opportunities
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C-38
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MEETINGS OF THE BOARD OF DIRECTORS
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58.
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Board Meetings
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C-40
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59.
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Notice of Board Meetings
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C-40
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60.
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Electronic Participation in Meetings
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C-40
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61.
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Quorum at Board Meetings
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C-40
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62.
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Board to Continue in the Event of Vacancy
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C-40
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63.
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Chairman to Preside
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C-40
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64.
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Written Consent
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C-40
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65.
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Validity of Prior Acts of the Board
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C-41
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CONFLICTS
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66.
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Resolution of Conflicts
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C-41
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67.
|
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Conflicts Committee
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C-41
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CORPORATE RECORDS
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68.
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Minutes
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C-42
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69.
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Place Where Corporate Records Kept
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C-42
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70.
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Form and Use of Seal
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C-42
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ACCOUNTS
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71.
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Books of Account
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C-42
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72.
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Financial Year End
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C-43
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AUDITS
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73.
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Annual Audit
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C-43
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74.
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Appointment of Auditor
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C-43
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75.
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Remuneration of Auditor
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C-43
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76.
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Duties of Auditor
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C-43
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77.
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Access to Records
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C-43
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78.
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Financial Statements
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C-43
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79.
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Distribution of Auditor’s Report
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C-43
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80.
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Vacancy in the Office of Auditor
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C-44
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|||||
VOLUNTARY WINDING-UP AND DISSOLUTION
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|
||
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||||
81.
|
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Winding-Up
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C-44
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|||||
CHANGES TO CONSTITUTION; EXCLUSIVE JURISDICTION
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||
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82.
|
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Changes to Bye-laws
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C-44
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83.
|
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Changes to the Memorandum of Association
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C-44
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84.
|
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Exclusive Jurisdiction
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C-44
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85.
|
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Discontinuance
|
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C-44
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|||||
CERTAIN MATTERS RELATING TO SUBSIDIARIES
|
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|
||
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||||
86.
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Voting of Subsidiary Shares
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C-44
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87.
|
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Bye-laws or Articles of Association of Certain Subsidiaries
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C-45
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88.
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Termination of IMAs
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C-45
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1.
|
Definitions
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1.1
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In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:
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9.9% Shareholder
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means a Person whose Controlled Shares constitute more than nine and nine-tenths percent (9.9%) of the Total Voting Power;
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Act
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means the Companies Act 1981 of Bermuda as amended from time to time;
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Affiliate
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means, as to any Person, any Person which directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of voting stock, by contract or otherwise;
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Apollo Group
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means, (i) Apollo Global Management, Inc., (ii) AAA Guarantor – Athene, L.P., (iii) any investment fund or other collective investment vehicle whose general partner or managing member is owned, directly or indirectly, by Apollo Global Management, Inc. or by one or more of Apollo Global Management, Inc.’s Subsidiaries, (iv) BRH Holdings GP, Ltd. and its shareholders, (v) any executive officer or employee of Apollo Global Management, Inc. or its Subsidiaries, (vi) any Shareholder that has granted to Apollo Global Management, Inc. or any of its Affiliates a valid proxy with respect to all of such Shareholder’s Class A Common Shares pursuant to Bye-law 34 and (vii) any Affiliate of a Person described in clauses (i), (ii), (iii), (iv), (v) or (vi) above; provided, none of the Company or its Subsidiaries shall be deemed to be a member of the Apollo Group;
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Applicable Law
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means, with respect to any Person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any Governmental Authority applicable to such Person;
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Auditor
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means the individual or entity for the time being performing the duties of auditor of the Company (if any);
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Bermuda
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means the Islands of Bermuda;
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Board
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means the board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;
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Business Day
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means any day that is not a Saturday, Sunday or other day on which commercial banks in Bermuda are authorised or required by law to close;
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Bye-laws
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means these thirteenth Amended and Restated Bye-laws adopted by the Company on [●], in their present form or as from time to time amended;
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Code
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means the United States Internal Revenue Code of 1986, as amended from time to time, or any U.S. Federal statute from time to time in effect that has replaced such statute, and any reference in these Bye-laws to a provision of the Code or a Treasury regulation promulgated thereunder means such provision or regulation as amended from time to time or any provision of a U.S. Federal law or any U.S. Treasury regulation, from time to time in effect that has replaced such provision or regulation;
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Company
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means Athene Holding Ltd.;
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Comparable Asset Manager
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means an asset manager with personnel of experience, education and qualification, and whose services are of a scale and scope, comparable to those of ISG (after giving effect to any assistance provided to ISG by its Affiliates;
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Controlled Shares
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means, in reference to any Person, all Class A Common Shares owned by such Person or any of its Affiliates beneficially within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder;
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Director
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means a director of the Company;
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Equity Securities
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means all shares of capital stock of the Company, all securities exercisable or convertible into or exchangeable for shares of capital stock of the Company, and all options, warrants, and other rights to purchase or otherwise acquire from the Company shares of such capital stock, including any share appreciation or similar rights, contractual or otherwise;
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Exchange Act
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means the U.S. Securities Exchange Act of 1934, as amended;
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Expenses
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means all fees, costs and expenses incurred in connection with any Proceeding, including, without limitation, attorneys’ fees, disbursements and retainers, fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other disbursements and expenses;
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Governmental Authority
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means any Bermudan, U.S. Federal, state, county, city, local or foreign governmental, administrative or regulatory authority, commission, committee, agency or body (including any court, tribunal or arbitral body and any self-regulating authority such as FINRA);
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Group
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shall have the meaning ascribed to it in Rule 13d-5 promulgated under the Exchange Act;
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IMA
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means the investment management agreement, dated as of July 22, 2009, as amended from time to time;
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Independent Director
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means any Director that meets the independence requirements under the then-prevailing rules of the New York Stock Exchange or any stock exchange or quotation system on which the Company’s common equity securities are then listed or quoted, as determined by the Board;
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Insolvency Event
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means: (i) the Company or any Subsidiary thereof shall commence a voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorise any of the foregoing; (ii) an involuntary case or other Proceeding shall be commenced against the Company or any Subsidiary thereof seeking liquidation, reorganization or other relief with respect to it or its debts under bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other Proceeding shall remain undismissed and unstayed for a period of sixty days; or (iii) an order for relief shall be entered against the Company or any Subsidiary thereof under the bankruptcy laws in effect at such time;
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ISG
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means Apollo Insurance Solutions Group, LLC, a Delaware limited liability company (or any successor entity thereto);
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Liabilities
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means losses, claims, damages, liabilities, joint or several, judgments, fines, penalties, interest, settlements or other amounts;
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Liquidation
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means: (i) any Insolvency Event; (ii) any Sale of the Company or (iii) any dissolution or winding up of the Company, other than any dissolution, liquidation or winding up in connection with any reincorporation of the Company in another jurisdiction;
|
Minimum Shareholder
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means a Shareholder of record of the Company meeting the minimum requirements set forth for eligible shareholders to submit shareholder proposals under Rule 14a-8 of the Exchange Act or any applicable rules thereunder, as may be amended or promulgated thereunder from time to time;
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notice
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means written notice as further provided in these Bye-laws unless otherwise specifically stated;
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Officer
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means any person appointed by the Board to hold an office in the Company;
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Permitted 9.9% Shareholder
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means a Person that has received consent of at least 70% of the Board (or, after March 31, 2021, 75% of the Board) to be a 9.9% Shareholder;
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Proceeding
|
means claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, at law or in equity, by or before any Governmental Authority;
|
Register of Directors and Officers
|
;
|
Register of Shareholders
|
;
|
Registered Office
|
means the registered office of the Company, which shall be at such place in Bermuda as the Board shall from time to time appoint;
|
Related Insured Entity
|
means any Person who is (directly or indirectly) insured or reinsured by any of the Company’s Subsidiaries as specified in Schedule 1 hereto or by any ceding company as specified in Schedule 1 hereto to which the Company’s Subsidiaries provide reinsurance; provided, after the date hereof, such Schedule may be amended by the Board and shall be published in each case thereafter on the Company’s website. This definition is intended to comply with the intent of Section 953(c) of the Code and will be interpreted accordingly;
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Resident Representative
|
means any person appointed to act as resident representative and includes any deputy or assistant resident representative;
|
Resolution
|
means a resolution of the Shareholders approved by Shareholders entitled to vote for the election of directors to the Board or, where required, of a separate class or separate classes of Shareholders, adopted in a general meeting, in each case in accordance with the provisions of these Bye-laws;
|
Restricted Common Share
|
means a Class A Common Share that is treated (for purposes of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) as owned (in whole or in part) by any Person (other than a member of the Apollo Group (without regard to clause (v) of the definition of “Apollo Group”)) who is treated (for purposes of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) as owning any stock of Apollo Global Management, Inc.;
|
Restriction Termination Date
|
means any date identified as the “Restriction Termination Date” for purposes of these Bye-laws by at least 70% of the Board (or, after March 31, 2021, 75% of the Board).
|
RPII Control Group
|
means any RPII Shareholder, or any person or persons who control (within the meaning of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) a RPII Shareholder, who would be treated (for purposes of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) as owning more than 49.9% of the total voting power of all classes of stock entitled to vote, of the Company or any Subsidiary of the Company but not more than 50% of the total value of the stock of the Company or such Subsidiary, respectively, but for the application of Bye-law 4.3(a)(iii);
|
RPII Shareholder
|
means a U.S. Person who owns (within the meaning of Section 958(a) of the Code) any stock of the Company;
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Sale of the Company
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means (i) the sale or transfer of all or substantially all of the Company’s assets to a Third Party; (ii) the sale or transfer of outstanding Equity Securities to a Third Party; or (iii) a business combination involving the Company and one or more additional Persons by means of merger, consolidation, scheme of arrangement, amalgamation, share exchange or similar transaction, in each case in clauses (ii) and (iii) above under circumstances in which the Third Party, immediately following such transaction, holds 51% or more of the aggregate economic value of the outstanding Equity Securities. A sale (or multiple sales) of one or more Subsidiaries of the Company (whether by way of merger, consolidation, reorganization or sale of all or substantially all of the assets or securities or otherwise) which constitutes all or substantially all of the consolidated assets or revenues of the Company shall be deemed a Sale of the Company;
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SEC
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means the U.S. Securities and Exchange Commission;
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Securities Act
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means the U.S. Securities Act of 1933, as amended;
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Secretary
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means the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;
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Shareholder
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means the person registered in the Register of Shareholders as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Shareholders as one of such joint holders or all of such persons, as the context so requires;
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Shareholders Agreement
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means that certain Shareholders Agreement of the Company, by and between the Company and certain Shareholders, dated as of [●], as amended, supplemented or modified from time to time;
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Subsidiary
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means, with respect to any Person, any other Person the majority of whose equity securities or voting securities able to elect the board of directors or comparable governing body are directly or indirectly owned or controlled by such Person;
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Tentative 9.9% Shareholder
|
means a Person that, but for adjustments to the voting rights of Class A Common Shares pursuant to Bye-law 4.3, would be a 9.9%
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Shareholder; provided, that in no event shall a Permitted 9.9% Shareholder be a Tentative 9.9% Shareholder;
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Third Party
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means any Person, or any Group of Persons, who, immediately prior to a proposed Sale of the Company, held less than 10% of the aggregate economic value of the outstanding Equity Securities; provided, that the Company and its Subsidiaries shall not be a Third Party or a member of a Group of Persons constituting a Third Party;
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Total Voting Power
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means the total votes attributable to all shares of the Company issued and outstanding;
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Treasury Share
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means a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled; and
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U.S. Person
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means a “United States person”, as such term is defined in Section 957(c) of the Code.
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1.2
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In these Bye-laws, the following terms have the meanings set forth in the sections indicated:
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Term
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Bye-law
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AHL Cause
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88.4
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cause
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44.1
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Chairman
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49
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(c)
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Class A Common Shares
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4.1
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Company Merger Vote
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4.3
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(b)
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Company Opportunity
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57.1
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Conflicts Committee
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67.1
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Covered Arrangement
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23.4
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(b)
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Covered Person
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56.1
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Fee Agreement
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88.2
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IMA Termination Effective Date
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88.1
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IMA Termination Election Date
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88.1
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IMA Termination Notice
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88.1
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Indemnified Persons
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56.12
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Insurance Subsidiaries
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57.1
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New IMA
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88.1
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Other Holders
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40.11
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public announcement
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23.6
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Record Date Request
Record Date Requesting Shareholder(s)
Shareholder Affiliates
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37.3
37.3
56.12
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Specified Parties
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57.1
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Valid IMA Termination Notice
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88.1
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Vice Chairman
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49
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(c)
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Voting Commitment
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40.7
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1.3
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In these Bye-laws, where not inconsistent with the context:
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(a)
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words denoting the plural number include the singular number and vice versa;
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(b)
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words denoting the masculine gender include the feminine and neuter genders;
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(c)
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words importing “person” or “Person” shall be construed in the broadest sense and means and includes a natural person, a partnership, a corporation, an association, a joint share company, a limited liability company, a trust, a joint venture, an unincorporated organization and any other entity and any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal;
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(d)
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the words:
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(i)
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“may” shall be construed as permissive; and
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(ii)
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“shall” shall be construed as imperative; and
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(e)
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unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.
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1.4
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In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.
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1.5
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Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.
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1.6
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The rights and obligations set forth in these Bye-laws may be modified or restricted by any shareholders agreement entered into by two or more Shareholders or by the Company and one or more Shareholders, provided, that any such modification or restriction shall apply only to the parties to such shareholders agreement.
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2.
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Power to Issue Shares
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2.1
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Subject to these Bye-laws and to any Resolution to the contrary and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power and authority to the fullest extent permitted under the Act, but subject to all contractual restrictions to which the Company is bound, to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Board may by resolution prescribe, and to fix or alter the number of shares comprising any such class or series.
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2.2
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The authority of the Board with respect to each such class or series shall include, without any limitation of the foregoing, the right to determine and fix the following preferences and powers, which may vary as between different classes or series of shares:
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(a)
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the distinctive designation of such class or series and the number of shares to constitute such class or series;
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(b)
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the rate at which any dividends on the shares of such class or series shall be declared and paid, or set aside for payment, whether dividends at the rate so determined shall be cumulative or accruing, and whether the shares of such class or series shall be entitled to any participating or other dividends in addition to dividends at the rate so determined, and if so, on what terms;
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(c)
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the right or obligation, if any, of the Company to redeem shares of the particular class or series and, if redeemable, the price, terms and manner of such redemption;
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(d)
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the special and relative rights and preferences, if any, and the amount or amounts per share, which the shares of such class or series shall be entitled to receive upon any voluntary or involuntary liquidation, dissolution or winding up of the Company;
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(e)
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the terms and conditions, if any, upon which shares of such class or series shall be convertible into, or exchangeable for, shares of capital stock of any other class or series, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;
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(f)
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the obligation, if any, of the Company to retire, redeem or purchase shares of such series pursuant to a sinking fund or fund of a similar nature or otherwise, and the terms and conditions of such obligation;
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(g)
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voting rights, if any, including special voting rights with respect to the election of directors and matters adversely affecting any such class or series; and
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(h)
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limitations, if any, on the issuance of additional shares of such class or series or any shares of any other class or series.
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2.3
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Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).
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3.
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Power of the Company to Purchase its Shares
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3.1
|
The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.
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3.2
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The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act.
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4.
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Rights Attaching to Shares
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4.1
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Subject to any Resolution to the contrary (and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares), the common share capital of the Company shall consist of a single class of common shares designated as Class A Common Shares (the “Class A Common Shares”). In accordance with Bye-law 2.2, the Board may authorize the creation and issuance of one or more series of preference shares.
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4.2
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The Class A Common Shares shall collectively represent 100% of the Total Voting Power, and subject to the provisions of Bye-law 4.3, each Class A Common Share shall be entitled to one vote.
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4.3
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(a)
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The voting rights of the Class A Common Shares shall, until the Restriction Termination Date, be subject to the provisions of this Bye-law 4.3(a); provided, that this Bye-law 4.3(a) shall not apply at any time that the number and relationships of the Company’s Shareholders would make it impossible to fully reallocate (pursuant to Bye-law 4.3(a)(iii)) all the vote that would be reduced pursuant to Bye-law 4.3(a)(ii); provided, further, that after the Restriction Termination Date, the provisions of this Bye-law 4.3(a) shall be inoperative and of no further force or effect:
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(i)
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The voting power to which the Controlled Shares of each Tentative 9.9% Shareholder would otherwise be entitled is hereby adjusted (and shall be automatically adjusted in the future) to the extent provided in Bye-law 4.3(a)(ii). The Board shall from time to time, including prior to any time at which a vote of Shareholders is taken, take all reasonable steps necessary to ascertain through communications with Shareholders or otherwise (including by reviewing publicly filed ownership reports of Shareholders filed pursuant to Section 16 of the Exchange Act) whether there exists, or will exist at the time any vote of Shareholders is taken, a Tentative 9.9% Shareholder.
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(ii)
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In the event that any Tentative 9.9% Shareholder exists, then (A) the votes of the Controlled Shares of each such Tentative 9.9% Shareholder shall be reduced pro rata to the extent necessary such that the aggregate votes of such Controlled Shares constitute no more than 9.9% of the Total Voting Power; (B) the votes of all Restricted Common Shares shall be reduced to zero, except to the extent provided in Bye-law 4.3(b); and (C) the provisions of Bye-law 86 shall apply.
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(iii)
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The votes of all Class A Common Shares whose votes were not reduced pursuant to Bye-law 4.3(a)(ii) shall be increased pro rata based on their then current voting power, in an aggregate amount equal to the aggregate reduction in votes of Class A Common Shares pursuant to Bye-law 4.3(a)(ii); provided, that such increase shall be limited as to any Class A Common Share to the extent necessary to avoid (A) causing any Person other than a Permitted 9.9% Shareholder to be a 9.9% Shareholder or (B) creating a RPII Control Group.
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(b)
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In connection with any vote of Shareholders to approve a merger or amalgamation with respect to the Company (a “Company Merger Vote”), each outstanding Restricted Common Share and each outstanding preferred share shall have the power to vote in connection with any such Company Merger Vote. Solely in connection with any such Company Merger Vote, any outstanding Restricted Common Shares (if they would otherwise have no votes pursuant to Bye-law 4.3(a)(ii)) and preferred shares shall collectively represent 0.1% of the Total Voting Power (such voting power allocated equally among such Restricted Common Shares and preferred shares) with the Total Voting Power attributable to each of the Class A Common Shares (other than such Restricted Common Shares) being reduced by such percentage on a pro-rated basis.
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(c)
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The Board may deviate from any of the principles described in this Bye-law 4.3 and determine that Class A Common Shares held by a Shareholder shall carry different voting rights (or no voting rights) as it determines appropriate (1) to avoid the existence of any 9.9% Shareholder other than any Permitted 9.9% Shareholder or (2) upon the request of a Shareholder, to avoid adverse tax, legal or regulatory consequences for such Shareholder or any of its Affiliates or direct or indirect owners.
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(d)
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(i)
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The Board shall have the authority to request from any Person holding, directly or indirectly, Class A Common Shares, and such Person shall provide, as promptly as reasonably practicable, such information as the Board may require for the purpose of determining whether any Person’s voting rights are to be adjusted pursuant to these Bye-laws. If such Person fails to reasonably respond to such a request, or submits incomplete or inaccurate information in response to such a request, the Company may, in its sole and absolute discretion, determine that such Person’s Class A Common Shares shall carry no voting rights or reduced voting rights, in which case such Class A Common Shares shall not carry any voting rights or shall carry only such reduced voting rights until otherwise determined by the Company in its sole and absolute discretion.
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(ii)
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Any Person shall give notice to the Company within ten days following the date that such Person acquires actual knowledge that it is a Tentative 9.9% Shareholder or that its Class A Common Shares are Controlled Shares of a Tentative 9.9% Shareholder.
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(iii)
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Notwithstanding the foregoing, no Person shall be liable to any other Person or the Company for any losses or damages resulting from a Person’s failure to respond to, or submission of incomplete or inaccurate information in response to, a request under paragraph (i) above or from such Person’s failure to give notice under paragraph (ii) above. The Board may rely on the information provided by a Person under this Bye-law 4.3(d) in the satisfaction of its obligations under this Bye-law 4.3. The Company may, but shall have no obligation to, provide notice to any Person of any adjustment to its voting power that may result from the application of this Bye-law 4.3.
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(iv)
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Bye-law 4.3(a) and the definitions of “Permitted 9.9% Shareholder”, “Tentative 9.9% Shareholder” and “Restriction Termination Date” may not be rescinded, altered or amended (a) unless in accordance with the Act and (b) until the same has been approved by at least 70% of the Board (or, after March 31, 2021, 75% of the Board) and at least 50% of the Total Voting Power (which, for the avoidance of doubt will take into account the application of Bye-law 4.3).
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(v)
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For the avoidance of doubt, the Board may, in its discretion, grant its consent for certain Persons to be Permitted 9.9% Shareholders and need not grant its consent for other Persons. No consent obtained from the Board allowing a Person to be a Permitted 9.9% Shareholder may be revoked, rescinded or otherwise limited following the granting of such consent without the consent of such Person.
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4.4
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|
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(a)
|
The Class A Common Shares shall be entitled to such dividends, in proportion to the number of Class A Common Shares held by such holder, as the Board may from time to time declare.
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(b)
|
In addition to the foregoing, upon a Liquidation, after payment or provision for payment of the debts and other liabilities of the Company and payment or provision for payment for the aggregate liquidation preference for all outstanding preferred shares have each been made, distributions out of the remaining assets of the Company available for distribution to its Shareholders shall be made to the holders of the Class A Common Shares (on a pro-rata basis based upon the number of Class A Common Shares held by each such holder in proportion to the total number of Class A Common Shares then outstanding).
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(c)
|
In the event of a Liquidation resulting from circumstances set forth in either clause (ii) or clause (iii) of the definition of Sale of the Company, the “remaining assets of the Company available for distribution” (as referred to in clause (b) above) shall be deemed to be the aggregate consideration to be paid to all holders of Class A Common Shares participating in such Liquidation. In connection with such a Liquidation, the holders of the Class A Common Shares shall allocate the aggregate consideration to be paid to all such Shareholders participating in such Liquidation among such Shareholders, such that each such Shareholder shall receive the same portion of the aggregate consideration from such Liquidation that such Shareholder would have received if such aggregate consideration had been distributed by the Company in a Liquidation caused by circumstances other than those set forth in clause (ii) or clause (iii) of the definition of Sale of the Company.
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(d)
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If any or all of the proceeds payable to the Shareholders in connection with a Liquidation are in a form other than cash or marketable securities, the fair market value of such consideration shall be determined in good faith by the Board.
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4.5
|
All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.
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4.6
|
All determinations to be made in connection with the application of the provisions set forth in this Bye-law 4 shall be made by the Company in its sole discretion, and any such determination shall be binding on all Shareholders and holders of securities of the Company.
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5.
|
Tax Restrictions
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5.1
|
No Shareholder or holder of Equity Securities (or, to its actual knowledge, any direct or indirect beneficial owner thereof) who is a “United States shareholder” of the Company (within the meaning of Section 953(c) of the Code), nor any “related person” (within the meaning of Section 953(c) of the Code) to such Shareholder or holder of Equity Securities (or such owner), shall at any time knowingly permit itself to be a Related Insured Entity. No Shareholder or holder of Equity Securities who is a U.S. Person, shall knowingly permit itself (or, to its actual knowledge, any direct or indirect beneficial owner thereof) to own (directly, indirectly or constructively pursuant to Section 958 of the Code) outstanding capital stock of the Company or Equity Securities possessing 50% or more of (i) the total voting power of the Class A Common Shares or Equity Securities, or (ii) the total value of the Class A Common Shares or Equity Securities. No Shareholder or holder of Equity Securities (or, to its actual knowledge, any direct or indirect beneficial owner thereof) nor any “related person” (within the meaning of Section 953(c) of the Code) to such Shareholder or holder of Equity Securities (or such owner) (in all cases, excluding any member of the Apollo Group) shall (i) acquire any interests (for this purpose, including any instrument or arrangement that is treated as an equity interest for U.S. federal income tax purposes) in Apollo Global Management, Inc. or (ii) make any investment, or enter into a transaction, that, to the actual knowledge of such Shareholder at the time such Shareholder, holder of Equity Securities, owner or related person becomes bound to make the investment or enter into the transaction, would cause such Shareholder, holder of Equity Securities, owner or related person, or any other U.S. Person, to own (directly, indirectly or constructively pursuant to Section 958 of the Code) outstanding capital stock of the Company or Equity Securities possessing 50% or more of (a) the total voting power of the Class A Common Shares or Equity Securities entitled to vote or (b) the total value of the Class A Common Shares or Equity Securities.
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5.2
|
All determinations to be made in connection with the application of the provisions set forth in Bye-law 5.1 shall be made by the Board in its sole discretion, and any such determination shall be binding on all Shareholders, it being understood that a Shareholder will in no instance be liable for monetary damages with respect to a breach of this Bye-law 5. The Board may, at any time, and from time to time, request evidence and/or require representations that the restrictions set forth in this Bye-law 5 have not, or will not, be breached. Each Shareholder agrees to furnish such evidence to the Board promptly upon request therefor. The Board may waive any provision in this Bye-law 5 with respect to any Shareholder without granting similar waivers to any other Shareholder. The Board and any particular Shareholder may agree in writing to amend the application of the provisions of this Bye-law 5 with respect to such Shareholder, and the Board shall not be required to enter into similar agreements with other Shareholders.
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|
5.3
|
In the event any Shareholder or holder of Equity Securities becomes aware that there is a material risk that it, any of its direct or indirect beneficial owners and/or any “related person” (within the meaning of Section 953(c) of the Code) to such Shareholder or holder of Equity Securities (or such owner) has violated any provision contained in this Bye-law 5 (without regard to any knowledge qualifier therein), such Shareholder or holder of Equity Securities will be obligated to notify the Board as promptly as possible. In the event any Shareholder or holder of Equity Securities violates Bye-law 5.1 (without regard to any knowledge qualifier therein), at the discretion of the Board, such Shareholder or holder of Equity Securities shall, and shall cause any direct or indirect beneficial owner of such Shareholder or holder of Equity Securities and any “related person” (within the meaning of Section 953(c) of the Code) to such Shareholder or holder of Equity Securities to (x) sell some or all of its Class A Common Shares or Equity Securities at fair market value (as mutually agreed by the Company and such Shareholder in good faith) as directed by the Board and/or (y) allow the Company to repurchase some or all of its Class A Common Shares or Equity Securities at fair market value (as determined by the Company and such Shareholder in good faith); provided, that if the Company and such Shareholder cannot mutually agree on the fair market value of the Class A Common Shares or Equity Securities to be sold or repurchased in accordance with this Bye-law 5.3, then fair market value shall be determined by an investment banking firm of national recognition, which firm shall be reasonably acceptable to the Company and such Shareholder or holder of Equity Securities. The determination of fair market value by such investment banking firm shall be final and binding upon the parties. If the Company and such Shareholder or holder of Equity Securities are unable to agree upon an acceptable investment banking firm within ten (10) days after the date either party proposed that one be selected, the investment banking firm will be selected by an arbitrator located in the City of New York, New York selected by the American Arbitration Association (or if such organization ceases to exist, the arbitrator shall be chosen by a court of competent jurisdiction). The arbitrator shall select the investment banking firm (within ten (10) days of his appointment) from a list, jointly prepared by the Company and such Shareholder or holder of Equity Securities, of not more than six investment banking firms of national standing in the United States, of which no more than three may be named by the Company and no more than three may be named by such Shareholder or holder of Equity Securities. The arbitrator may consider, within the ten-day period allotted, arguments from the parties regarding which investment banking firm to choose, but the selection by the arbitrator shall be made in its sole discretion from the list of six. The selection by the arbitrator of such investment banking firm shall be final and binding upon the parties. The Company and such Shareholder or holder of Equity Securities shall each pay one-half of the fees and expenses of the investment banking firms and arbitrator (if any) used to determine the fair market value. If required by any such investment banking firm or arbitrator, the Company shall execute a retainer and engagement letter containing reasonable terms and conditions, including, without limitation, customary provisions concerning the rights of indemnification and contribution by the Company in favor of such investment banking firm or arbitrator and its officers, directors, partners, employees, agents and Affiliates. The parties shall provide to the investment banking firm, on a confidential basis, such information it reasonably requests to perform its duties.
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5.4
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Notwithstanding anything to the contrary herein, upon a breach of this Bye-law 5 (without regard to any knowledge qualifier therein), the breaching Shareholder or holder of Equity Securities shall be required to take any reasonable action the Board deems appropriate.
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6.
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Calls on Shares
|
|
6.1
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The Board may make such calls as it thinks fit upon the Shareholders in respect of any moneys (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Shareholders and, if a call is not paid on or before the day appointed for payment thereof, the Shareholders may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.
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6.2
|
The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof.
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|
6.3
|
The Company may accept from any Shareholder the whole or a part of the amount remaining unpaid on any shares held by such Shareholder, although no part of that amount has been called up.
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7.
|
[Reserved]
|
8.
|
Share Certificates
|
|
8.1
|
Every Shareholder shall be entitled to a certificate under the common seal (or a facsimile thereof) of the Company or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Shareholder and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.
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8.2
|
The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.
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8.3
|
The holder of any shares of the Company, promptly upon discovery, shall notify the Company of any loss, destruction or mutilation of the certificate therefor, and the Board may, in its discretion, cause to be issued to such holder a new certificate or certificates for such shares, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board may, in its discretion, require the owner of the lost or destroyed certificate or its legal representative to give the Company a bond in such sum and with such surety or sureties as it may direct to indemnify the Company against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.
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9.
|
Fractional Shares
|
10.
|
Register of Shareholders
|
|
10.1
|
The Board shall cause to be kept in one or more books a Register of Shareholders and shall enter therein the particulars required by the Act.
|
|
10.2
|
The Register of Shareholders shall be open to inspection without charge at the Registered Office of the Company on every Business Day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each Business Day be allowed for inspection. The Register of Shareholders may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.
|
11.
|
Registered Holder Absolute Owner
|
12.
|
Transfer of Registered Shares
|
|
12.1
|
The following transfer restrictions are in addition to any transfer restrictions that may apply pursuant to the terms of any contract or other agreement between the Shareholders as among themselves or with any third parties or that the Company may enter into with any of its Shareholders.
|
|
12.2
|
An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:
|
|
|
|
DATED this [ ] day of [ ], 20[ ]
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|
|
|
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Signed by:
|
|
In the presence of:
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|
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|
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Transferor
|
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Witness
|
|
|
|
|
|
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Transferee
|
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Witness
|
|
12.3
|
Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided, that in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Shareholders.
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12.4
|
The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.
|
|
12.5
|
The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Shareholder may transfer any such share to the executors or administrators of such deceased Shareholder.
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|
12.6
|
The Board may in its absolute discretion refuse to register the transfer of a share if, and only if, all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have not been obtained. If the Board refuses to register a transfer of any share, the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.
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13.
|
Transfer Agent; Registrar; Rules Respecting Certificates
|
|
13.1
|
The Company may maintain one or more transfer offices or agencies where shares of the Company shall be transferable. The Company may also maintain one or more registry offices where such shares shall be registered. The Board may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of share certificates in accordance with Applicable Laws and the rules of any stock exchange or quotation system on which shares of the Company may be then listed or quoted.
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14.
|
Transmission of Registered Shares
|
|
14.1
|
Subject to the terms of any contracts or other agreements by and between the Shareholders or by and between the Company and any of its Shareholders, in the case of the death of a Shareholder, the survivor or survivors where the deceased Shareholder was a joint holder, and the legal personal representatives of the deceased Shareholder where the deceased Shareholder was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Shareholder’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Shareholder with other persons. Subject to the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Shareholder or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Shareholder.
|
|
14.2
|
Any person becoming entitled to a share in consequence of the death or bankruptcy of any Shareholder may be registered as a Shareholder upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:
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|
14.3
|
On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Shareholder. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Shareholder before such Shareholder’s death or bankruptcy, as the case may be.
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|
14.4
|
Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.
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15.
|
Power to Alter Capital
|
|
15.1
|
The Company may if authorised by Resolution increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act.
|
|
15.2
|
Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.
|
16.
|
Variation of Rights Attaching to Shares
|
17.
|
Dividends
|
|
17.1
|
The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to all holders of Class A Common Shares, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.
|
|
17.2
|
In the event of a distribution in specie, the value of any distributed assets shall be the fair market value of such assets at the time of distribution as reasonably determined by the Board.
|
|
17.3
|
The Board may declare and pay dividends on one or more class of shares of the Company to the extent one or more classes of shares of the Company ranks senior to or has priority or a preference over another class of shares of the Company.
|
|
17.4
|
The Board may fix, in advance, a date as the record date for the purpose of determining the Shareholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares, or in order to make a determination of the Shareholders for the purpose of any other lawful action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) calendar days prior to such action. If no record date is fixed by the Board, the record date for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
|
|
17.5
|
The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.
|
|
17.6
|
The Board may declare and make such other distributions (in cash or in specie) to the Shareholders as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.
|
18.
|
Power to Set Aside Profits
|
19.
|
Method of Payment
|
|
19.1
|
Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid by cheque or draft sent through the post directed to the Shareholder at such Shareholder’s address in the Register of Shareholders, or to such person and to such address as the holder may in writing direct.
|
|
19.2
|
In the case of joint holders of shares, any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Shareholders, or to such person and to such address as the joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.
|
|
19.3
|
The Board may deduct from the dividends or distributions payable to any Shareholder all moneys due from such Shareholder to the Company on account of calls or otherwise.
|
20.
|
Capitalisation
|
|
20.1
|
The Board may capitalise any amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Shareholders.
|
|
20.2
|
The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Shareholders who would have been entitled to such amounts if they were distributed by way of dividend or distribution.
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21.
|
Annual General Meetings
|
22.
|
Special General Meetings; Requisitioned General Meetings
|
|
22.1
|
A special general meeting may be called by the Secretary for any purpose at any time in accordance with these Bye-laws upon the request of any of (i) the Chairman, (ii) the Vice Chairman, (iii) the Chief Executive Officer of the Company or (iv) a majority of the Board.
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|
22.2
|
The Board shall, on the requisition of Shareholders holding shares at the date of the deposit of the requisition not less than ten percent (10%) of the Total Voting Power, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply. Subject to Applicable Law, Shareholders requisitioning such special general meeting shall be responsible for all costs incurred to convene such meeting.
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23.
|
Purposes of Annual General Meetings; Proposals of Other Business by Shareholders
|
|
23.1
|
At each annual general meeting the Shareholders shall elect the members of the Board then subject to election in accordance with the procedures set forth in these Bye-laws and subject to Applicable Law and the rules of any stock exchange or quotation system on which shares of the Company may be then listed or quoted. At any such annual general meeting any other business properly brought before the meeting may be transacted.
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|
23.2
|
To be properly brought before an annual general meeting, business (other than nominations of directors, which must be made in compliance with, and shall be exclusively governed by, Bye-law 40) must be (a) specified in the notice of the meeting (or any supplement thereto) given to Shareholders by or at the direction of the Board in accordance with Bye-laws 24 and 25 below, (b) otherwise properly brought before the meeting by or at the direction of the Board or (c) otherwise properly brought before the meeting by a Shareholder who (1) is a Minimum Shareholder at the time of giving of the notice provided for in this Bye-law 23 and at the time of the annual general meeting, (2) is entitled to vote at such meeting and (3) complies with the notice procedures set forth in this Bye-law 23.
|
|
23.3
|
For any such business to be properly brought before any annual general meeting pursuant to clause (c) of Bye-law 23.2, the Shareholder must have given timely notice thereof in writing, either by personal delivery or express or registered mail (postage prepaid), to the Secretary at the Registered Office not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the one-year anniversary of the date of the annual general meeting for the immediately preceding year. However, in the event that the date of the annual general meeting is more than 30 days before or after such anniversary date, in order to be timely, a Shareholder’s notice must be received by the Secretary at the Registered Office not later than the later of (x) the close of business 90 days prior to the date of such annual general meeting and (y) if the first public announcement of the date of such advanced or delayed annual general meeting is less than 100 days prior to such date, 10 days following the date of the first public announcement of the annual general meeting date. In no event shall the public announcement of an adjournment or postponement of an annual general meeting, or such adjournment or postponement, commence a new time period or otherwise extend any time period for the giving of a Shareholder’s notice as described herein.
|
|
23.4
|
Any such notice of other business shall set forth as to each matter the Shareholder proposes to bring before the annual general meeting:
|
|
(a)
|
a brief description of the business desired to be brought before the annual general meeting, the reasons for conducting such business at the annual general meeting and the text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these Bye-laws, the text of the proposed amendment), which shall not exceed 1,000 words;
|
|
(b)
|
as to the Shareholder giving notice and any beneficial owner on whose behalf the proposal is made, (1) the name and address of such Shareholder (as it appears in the Register of Shareholders) and such beneficial owner on whose behalf the proposal is made, (2) the class and number of Equity Securities which are, directly or indirectly, owned beneficially or of record by any such Shareholder and by such beneficial owner, respectively, or their respective Affiliates (naming such Affiliates), as of the date of such notice, (3) a description of any agreement, arrangement or understanding (including, without limitation, any swap or other derivative or short positions, profit interests, options, hedging transactions, and securities lending or borrowing arrangement) to which such Shareholder or any such beneficial owner or their respective Affiliates is, directly or indirectly, a party as of the date of such notice (x) with respect to any Equity Securities or (y) the effect or intent of which is to mitigate loss to, manage the potential risk or benefit of share price changes (increases or decreases) for, or increase or decrease the voting power of such Shareholder or beneficial owner or any of their Affiliates with respect to Equity Securities or which may have payments based in whole or in part, directly or indirectly, on the value (or change in value) of any Equity Securities (any agreement, arrangement or understanding of a type described in this clause (3), a “Covered Arrangement”) and (4) a representation that the Shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business;
|
|
(c)
|
a description of any direct or indirect material interest by security holdings or otherwise of the Shareholder and of any beneficial owner on whose behalf the proposal is made, or their respective Affiliates, in such business (whether by holdings of securities, or by virtue of being a creditor or contractual counterparty of the Company or of a third party, or otherwise), and all agreements, arrangements and understandings between such Shareholder or any such beneficial owner or their respective Affiliates and any other person or persons (naming such person or persons) in connection with the proposal of such business by such Shareholder;
|
|
(d)
|
a representation whether the Shareholder or the beneficial owner intends or is part of a Group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s Class A Common Shares (or other Equity Securities) required to approve or adopt the proposal and/or (ii) otherwise to solicit proxies from Shareholders in support of such proposal;
|
|
(e)
|
an undertaking by the Shareholder and any beneficial owner on whose behalf the proposal is made to (i) notify the Company in writing of the information set forth in clauses (b)(2), (b)(3) and (c) above as of the record date (set in accordance with Bye-law 24 below) for the meeting promptly (and, in any event, within five (5) Business Days) following the later of the record date or the date notice of the record date is first disclosed by public announcement and (ii) update such information thereafter within two (2) Business Days of any change in such information and, in any event, as of close of business on the day preceding the meeting date; and
|
|
(f)
|
any other information relating to such Shareholder, any such beneficial owner and their respective Affiliates that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, such proposal pursuant to Section 14 of the Exchange Act, to the same extent as if the shares of the Company were registered under the Exchange Act.
|
|
23.5
|
Notwithstanding anything to the contrary, the notice requirements set forth herein with respect to the proposal of any business pursuant to this Bye-law 23, other than nominations for directors which must be made in compliance with, and shall be exclusively governed by, Bye-law 40, shall be deemed satisfied by a Shareholder if such Shareholder has submitted a proposal to the Company in compliance with Rule 14a-8 of the Exchange Act and such Shareholder’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for the annual general meeting; provided, that such Shareholder shall have provided the information required by Bye-law 23.4; provided, further, that the information required by Bye-law 23.4(b) may be satisfied by providing the information to the Company required pursuant to Rule 14a-8(b) of the Exchange Act.
|
|
23.6
|
Notwithstanding anything in these Bye-laws to the contrary: (a) no other business brought by a Shareholder (other than the nominations of directors, which must be made in compliance with, and shall be exclusively governed by and subject to, Bye-law 40) shall be conducted at any annual general meeting except in accordance with the procedures set forth in this Bye-law 23; and (b) unless otherwise required by Applicable Law and the rules of any stock exchange or quotation system on which shares of the Company may be then listed or quoted, if a Shareholder intending to bring business before an annual general meeting in accordance with this Bye-law 23 does not (x) timely provide the notifications contemplated by clause (e) of Bye-law 23.4 above, or (y) timely appear in person or by proxy at the meeting to present the proposed business, such business shall not be transacted, notwithstanding that proxies in respect of such business may have been received by the Company or any other person or entity.
|
|
23.7
|
Nothing in this Bye-law 23 shall be deemed to affect any rights of (a) Shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to applicable rules and regulations under the Exchange Act or (b) the holders of any series of preferred shares, or any other series or class of shares authorised to be issued by the Company, to make proposals pursuant to any applicable provisions thereof.
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24.
|
Notice
|
|
24.1
|
Not less than 21 days’ nor more than 60 days’ notice of an annual general meeting shall be given to each Shareholder entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors up for election at that meeting will take place thereat, and as far as practicable, the other business to be conducted at the meeting.
|
|
24.2
|
Not less than 21 days’ nor more than 60 days’ notice of a special general meeting shall be given to each Shareholder entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.
|
|
24.3
|
The Board may fix any date as the record date for determining the Shareholders entitled to receive notice of and to vote at any general meeting.
|
|
24.4
|
A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Shareholders entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.
|
|
24.5
|
The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
|
25.
|
Giving Notice and Access
|
|
25.1
|
A notice of a general meeting may be given by the Company to a Shareholder:
|
|
(a)
|
by delivering it to such Shareholder in person; or
|
|
(b)
|
by sending it by letter mail or courier to such Shareholder’s address in the Register of Shareholders; or
|
|
(c)
|
by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given and expressly consented to by such Shareholder to the Company for such purpose; or
|
|
(d)
|
in accordance with Bye-law 25.4.
|
|
|
25.2
|
Any notice required to be given to a Shareholder in connection with a general meeting shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Shareholders and notice so given shall be sufficient notice to all the holders of such shares.
|
|
25.3
|
Any notice in connection with a general meeting (save for one delivered in accordance with Bye-law 25.4) shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier, or transmitted by electronic means.
|
|
25.4
|
Where a Shareholder indicates his consent (in a form and manner satisfactory to the Board) to receive information or documents by accessing them on a website rather than by other means, or receipt in this manner is otherwise permitted by the Act, the Company may deliver such information or documents by notifying the Shareholder of the availability of such and including therein the address of the website, the place on the website where the information or document may be found, and instructions as to how the information or document may be accessed on the website.
|
|
25.5
|
In the case of information or documents delivered in accordance with Bye-law 25.4, service shall be deemed to have occurred when (i) the Shareholder is notified in accordance with that Bye-law; and (ii) the information or document is published on the website.
|
26.
|
Postponement of General Meeting
|
27.
|
Electronic Participation in Meetings
|
28.
|
Quorum at General Meetings
|
|
28.1
|
Unless otherwise expressly required by Applicable Law, at any general meeting, the presence in person or by proxy of Shareholders entitled to cast a majority of the Total Voting Power shall constitute a quorum for the entire meeting, notwithstanding the withdrawal of Shareholders entitled to cast a sufficient number of votes in person or by proxy to reduce the number of votes represented at the meeting below a quorum; provided, that shares of the Company belonging to the Company or any of its Subsidiaries shall neither be counted for the purpose of determining the presence of a quorum nor entitled to vote at any general meeting.
|
|
28.2
|
At any general meeting at which a quorum shall be present, a majority of those present in person or by proxy may adjourn the meeting from time to time without notice other than an announcement of such at the meeting. In the absence of a quorum, the officer presiding thereat pursuant to Bye-law 29 shall have power to adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting other than an announcement of such at the meeting shall not be required to be given, except as provided in Bye-law 28.4 below and except where expressly required by Applicable Law.
|
|
28.3
|
At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called, but only those Shareholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof unless a new record date is fixed by the Board.
|
|
28.4
|
If an adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in the manner specified in these Bye-laws to each Shareholder of record entitled to vote at the meeting.
|
29.
|
Chairman to Preside at General Meetings
|
30.
|
Voting on Resolutions
|
|
30.1
|
Other than as set forth in these Bye-laws, any question proposed for the consideration of the Shareholders at any general meeting shall be decided by the affirmative votes of a majority of the Total Voting Power cast in accordance with these Bye-laws (which, for the avoidance of doubt will take into account the application of Bye-law 4.3) and in the case of an equality of votes the Resolution shall fail.
|
|
30.2
|
At any general meeting a Resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Bye-laws, every Shareholder present in person and every person holding a valid proxy at such meeting shall be entitled to such number of votes attaching to the Class A Common Shares held by such Shareholder (which, for the avoidance of doubt will take into account the application of Bye-law 4.3) and shall cast such vote by raising his hand.
|
|
30.3
|
In the event that a Shareholder participates in a general meeting by telephone, electronic or other communication facilities or means, the chairman of the meeting shall direct the manner in which such Shareholder may cast his vote on a show of hands.
|
|
30.4
|
At any general meeting, if an amendment is proposed to any Resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
|
|
30.5
|
At any general meeting, a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact.
|
31.
|
[Reserved]
|
32.
|
Power to Demand a Vote on a Poll
|
|
32.1
|
Notwithstanding the foregoing, a poll may be demanded by any of the following persons:
|
|
(a)
|
the chairman of such meeting; or
|
|
(b)
|
any Shareholder or Shareholders or Group present in person or represented by proxy and holding between them not less than 10% of the Total Voting Power; or
|
|
(c)
|
any Shareholder or Shareholders present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total amount paid up on all such shares conferring such right.
|
|
32.2
|
Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares (which, for the avoidance of doubt will take into account the application of Bye-law 4.3), every person present at such meeting shall have the number of votes corresponding to each Class A Common Share of which such person is the holder or for which such person holds a proxy, and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Shareholders are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.
|
|
32.3
|
A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.
|
|
32.4
|
Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Shareholders or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting.
|
33.
|
Voting by Joint Holders of Shares
|
34.
|
Instrument of Proxy
|
|
34.1
|
Any Shareholder entitled to vote at any general meeting may vote either in person or by his or her attorney-in-fact or proxy.
|
|
34.2
|
An instrument appointing a proxy shall be in writing in substantially the following form or such other form as the Board or the chairman of the meeting shall accept:
|
|
34.3
|
The instrument appointing a proxy must be received by the Company at the Registered Office or at such other place or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the instrument appointing a proxy proposes to vote, and an instrument appointing a proxy which is not received in the manner so prescribed shall be invalid.
|
|
34.4
|
A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent such Shareholder and vote on such Shareholder’s behalf in respect of different shares.
|
|
34.5
|
The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.
|
35.
|
Representation of Corporate Shareholder
|
36.
|
Adjournment of General Meeting
|
37.
|
Written Resolutions of Shareholders
|
|
37.1
|
Subject to these Bye-laws, anything which may be done by resolution of the Company in a general meeting or by resolution of a meeting of any class of the Shareholders may, without a meeting, be done by written resolution in accordance with this Bye-law.
|
|
37.2
|
Notice of a written resolution shall be given, and a copy of the resolution shall be circulated to all Shareholders who would be entitled to attend a meeting and vote thereon. The accidental omission to give notice to, or the non-receipt of a notice by, any Shareholder does not invalidate the passing of a resolution.
|
|
37.3
|
Any Shareholder seeking to have the Shareholders authorize or take action by written consent shall, by written notice to the Secretary of the Company signed by Shareholders holding not less than (25%) of the Total Voting Power (which, for the avoidance of doubt will take into account the application of Bye-law 4.3), who shall not revoke such request, and complying with the procedures set forth in this Bye-law 37.3 (such Shareholder(s), together with any beneficial owner(s) on whose behalf such requisition is made and the Affiliates of each of the foregoing, the “Record Date Requesting Shareholder(s)”), request the Board to fix a record date for such consent (each such notice, a “Record Date Request”) in proper form. Without qualification, to be in proper form, such Record Date Request shall include the information and be subject to the requirements set forth in, Bye-law 23.4 as to each Record Date Requesting Shareholder, and shall describe in reasonable detail each item of business proposed to be considered pursuant to such action by written resolution, as if such business were to be considered at an annual general meeting. Notwithstanding anything to the contrary in these Bye-laws, upon receipt of a Record Date Request, the Board may require the Shareholder(s) submitting such request to furnish such other information as may be requested by the Board to determine the validity of the Record Date Request and to determine whether such request relates to an action that may be effected by written resolution of Shareholders in lieu of a meeting under this Bye-law 37 and Applicable Law.
|
|
37.4
|
The Board shall, within twenty (20) days after the date on which a Record Date Request is received, or five (5) days after the delivery of any information requested by the Company to determine the validity of any such request or whether the action to which such Record Date Request relates is an action that may be taken by written resolution of Shareholders in lieu of a meeting, determine the validity of the Record Date Request and whether the Request relates to an action that may be authorized or taken by consent pursuant to Bye-law 37. If the Board determines that such request is valid, the Board shall adopt a resolution fixing the record date for such purpose. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board.
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|
37.5
|
Every written resolution shall bear the date of the signature of each Shareholder who signs the written resolution and no written resolution shall be effective to take the action referred to therein unless, within sixty (60) days after the earliest date such written resolution is received, a valid written resolution or valid written resolutions signed by a sufficient number of Shareholders to take such action are delivered to the Company in the manner prescribed by this Bye-law and Applicable Law and not revoked. Any Shareholder giving a written resolution, or the Shareholder’s proxy holder, may revoke the consent in any manner permitted by Applicable Law. Delivery must be made by hand or by mail, return receipt requested. In addition, the Company shall be entitled to engage independent inspectors of elections to perform a ministerial review of the validity of the written resolutions. No action by written resolution shall be effective until such inspectors have completed their review and certified to the Company that the consents delivered to the Company in accordance with this Bye-law 37 represent at least the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with this Bye-law 37.
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|
37.6
|
No action may be authorized or taken by the Shareholders by written resolution except in accordance with this Bye-law 37. The Secretary shall not accept, and shall consider ineffective, any Record Date Request (and any consent delivered to the Company in connection therewith) that (i) does not comply with this Bye-law 37, (ii) includes an action proposed to be taken by written resolution of Shareholders in lieu of a meeting that did not appear on the Record Date Request, (iii) relates to an action proposed to be taken by written resolution of Shareholders in lieu of a meeting that is not a proper subject for Shareholder action under Applicable Law or (iv) otherwise does not comply with Applicable Law. If the Board shall determine that any Request was not properly made in accordance with, or relates to an action that may not be effected by consent pursuant to, Bye-law 37, or any Shareholders seeking to authorize or take such action do not otherwise comply with this Bye-law 37, then the Board shall not be required to fix a record date and any such purported action by consent shall be null and void to the fullest extent permitted by Applicable Law. Nothing contained in this Bye-law 37 shall be construed to imply that the Board or any Shareholder shall not be entitled to contest the validity of any consent or related revocations, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation). Notwithstanding anything to the contrary set forth in this Bye-law 37, (x) none of the foregoing provisions of this Bye-law 37 shall apply to any solicitation of action by written resolution by or at the direction of the Board and (y) the Board shall be entitled to solicit action by consent in accordance with Applicable Law.
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|
|
|
37.7
|
A written resolution is passed when it is signed by, or in the case of a Shareholder that is a corporation, on behalf of, the Shareholders who at the date that the notice is given represent more than 55% of the Total Voting Power.
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|
37.8
|
A resolution in writing may be signed in any number of counterparts.
|
|
37.9
|
A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Shareholders, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Shareholders voting in favour of a resolution shall be construed accordingly.
|
|
37.10
|
A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.
|
|
37.11
|
This Bye-law shall not apply to:
|
|
(a)
|
a resolution passed to remove an Auditor from office before the expiration of his term of office; or
|
|
(b)
|
a resolution passed for the purpose of removing a Director before the expiration of his term of office.
|
|
37.12
|
Subject to Bye-law 37.3, for the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by, or in the case of a Shareholder that is a corporation whether or not a company within the meaning of the Act, on behalf of, the last Shareholder whose signature results in the necessary Total Voting Power being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.
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38.
|
Directors Attendance at General Meetings
|
39.
|
Election of Directors
|
|
39.1
|
Each Director shall be elected or appointed in the first place at the statutory meeting of the Company and, except in the case of a casual vacancy or removal, shall hold office until the annual general meeting at which such Director’s term is due to expire.
|
|
39.2
|
Any vote of Shareholders taken in respect of Director elections shall be in compliance with Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, to the same extent as if the shares of the Company were registered under the Exchange Act.
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|
39.3
|
For the avoidance of doubt, any Shareholder participating in the election of Directors shall be subject to the limitations on voting rights described in Bye-law 4.3.
|
40.
|
Nomination of Directors for Election
|
|
40.1
|
Nominations of persons for election as Directors may be made at an annual general meeting only by (a) the Board or (b) by any Shareholder of the Company who (1) is a Minimum Shareholder at the time of giving of the notice provided for in this Bye-law 40 and at the time of the annual general meeting, (2) is entitled to vote for the election of Directors at such annual general meeting and (3) complies with the notice procedures set forth in this Bye-law 40. Except where special representation is required by the default provisions of a class or classes of preferred shares or as contemplated by the Shareholders Agreement, clause (b) of this Bye-law 40.1 shall be the exclusive means for a Shareholder to make nominations of persons for election to the Board at an annual general meeting.
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|
40.2
|
Any Shareholder entitled to vote for the election of Directors may nominate a person or persons for election as Directors only if written notice of such Shareholder’s intent to make such nomination is given in accordance with the procedures set forth in this Bye-law 40, either by personal delivery or express or registered mail (postage prepaid), to the Secretary at the Registered Office not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the one-year anniversary of the date of the annual general meeting for the immediately preceding year. However, in the event that the date of the annual general meeting is more than 30 days before or after such anniversary date, in order to be timely, a Shareholder’s notice must be received by the Secretary at the Registered Office not later than the later of (x) the close of business 90 days prior to the date of such annual general meeting and (y) if the first public announcement of the date of such advanced or delayed annual general meeting is less than 100 days prior to such date, 10 days following the date of the first public announcement of the annual general meeting date. In no event shall the public announcement of an adjournment or postponement of an annual general meeting, or such adjournment or postponement, commence a new time period or otherwise extend any time period for the giving of a Shareholder’s notice as described herein. Shareholders may nominate a person or persons (as the case may be) for election to the Board only as provided in this Bye-law and only for such class(es) or slate(s) as are specified in the Company’s notice of meeting as being up for election at such annual general meeting.
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|
40.3
|
Each such notice of a Shareholder’s intent to make a nomination of a Director shall set forth:
|
|
(a)
|
as to the Shareholder giving notice and any beneficial owner on whose behalf the nomination is made, (1) the name and address of such Shareholder (as it appears in the Register of Shareholders) and any such beneficial owner on whose behalf the nomination is made, (2) the class and number of Equity Securities which are, directly or indirectly, owned beneficially and of record by such Shareholder and any such beneficial owner, respectively, or their respective Affiliates (naming such Affiliates), as of the date of such notice, (3) a description of any Covered Arrangement to which such Shareholder or beneficial owner, or their respective Affiliates, directly or indirectly, is a party as of the date of such notice, (4) any other information relating to such Shareholder and any such beneficial owner that would be required to be disclosed in a proxy statement in connection with a solicitation of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder and (5) a representation that the Shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in such Shareholder’s notice;
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|
(b)
|
a description of all arrangements or understandings between the Shareholder or any beneficial owner, or their respective Affiliates, and each nominee or any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Shareholder;
|
|
(c)
|
a representation whether the Shareholder or the beneficial owner is or intends to be part of a Group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Class A Common Shares (or other Equity Securities) required to elect the Director or Directors nominated and/or (ii) otherwise to solicit proxies from Shareholders in support of such nomination or nominations;
|
|
(d)
|
as to each person whom the Shareholder proposes to nominate for election or reelection as a Director, (1) all information relating to such person as would have been required to be included in a proxy statement filed in connection with a solicitation of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (2) a description of any Covered Arrangement to which such nominee or any of his or her Affiliates is a party as of the date of such notice, (3) the written consent of each nominee to being named in the proxy statement as a nominee and to serving as a Director if so elected and (4) whether, if elected, the nominee intends to tender any advance resignation notice(s) requested by the Board in connection with subsequent elections, such advance resignation to be contingent upon the nominee’s failure to receive a majority vote and acceptance of such resignation by the Board; and
|
|
(e)
|
an undertaking by the Shareholder of record and each beneficial owner, if any, to (i) notify the Company in writing of the information set forth in clauses (a)(2), (a)(3), (b) and (d) above as of the record date for the meeting promptly (and, in any event, within five (5) Business Days) following the later of the record date or the date notice of the record date is first disclosed by public announcement and (ii) update such information thereafter within two (2) Business Days of any change in such information and, in any event, as of close of business on the day preceding the meeting date.
|
|
40.4
|
Except where as otherwise required by the default provisions of a class or classes of preferred shares or as contemplated by the Shareholders Agreement, no person shall be eligible for election as a Director unless nominated in accordance with the procedures set forth in these Bye-laws. Except as otherwise provided by Applicable Law or these Bye-laws, the presiding officer of any meeting of Shareholders to elect Directors or the Board may, if the facts warrant, determine that a nomination was not made in compliance with the foregoing procedure or if the Shareholder solicits proxies in support of such Shareholder’s nominee(s) without such Shareholder having made the representation required by clause (c) of Bye-law 40.3; and if the presiding officer or the Board should so determine, it shall be so declared to the meeting, and the defective nomination shall be disregarded. Notwithstanding anything in these Bye-laws to the contrary, unless otherwise required by Applicable Law or the rules of any stock exchange or quotation system on which shares of the Company may be then listed or quoted, if a Shareholder intending to make a nomination at a general meeting in accordance with this Bye-law 40 does not (i) timely provide the notifications contemplated by clause (e) of Bye-law 40.3, or (ii) timely appear in person or by proxy at the annual general meeting to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Company or any other person or entity.
|
|
40.5
|
Notwithstanding the foregoing provisions of this Bye-law 40, any Shareholder intending to make a nomination at an annual general meeting in accordance with this Bye-law 40, and each related beneficial owner, if any, shall also comply with all requirements of the Exchange Act and the rules and regulations thereunder applicable to the same extent as if the shares of the Company were registered under the Exchange Act with respect to the matters set forth in these Bye-laws; provided, however, that any references in these Bye-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations made or intended to be made in accordance with clause (b) of Bye-law 40.1.
|
|
40.6
|
Nothing in this Bye-law 40 shall be deemed to affect (i) any rights of the holders of any series of preferred shares, or any other series or class of shares authorised to be issued by the Company, to elect directors pursuant to the terms thereof or (ii) any rights of the members of the Apollo Group that are party to the Shareholders Agreement to nominate Directors to the Board pursuant to the Shareholders Agreement.
|
|
40.7
|
To be eligible to be a nominee for election or reelection as a Director pursuant to Bye-law 40.1(b), a person must deliver (not later than the deadline prescribed for delivery of notice) to the Secretary at the Registered Office a written questionnaire prepared by the Company with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person: (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director, with such person’s duties under Applicable Law; (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein; (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with, Applicable Law and corporate governance, conflict of interest, corporate opportunity, confidentiality and stock ownership and trading policies and guidelines of the Company that are applicable to Directors generally and (iv) if elected as a Director, will act in the best interests of the Company and its Shareholders and not in the interest of any individual constituency. The Nominating and Governance Committee shall review all such information submitted by the Shareholder with respect to the proposed nominee and determine whether such nominee is eligible to act as a Director. The Company and the Nominating and Governance Committee may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an Independent Director or that could be material to a reasonable Shareholder’s understanding of the independence, or lack thereof, of such nominee.
|
|
40.8
|
At each annual general meeting of the Shareholders for the election of Directors at which a quorum is present, each Director or slate of Directors shall be elected by the vote of the majority of the votes cast with respect to the Director or slate, excluding abstentions. For
|
|
purposes of this Bye-law 40.8, a majority of the votes cast shall mean that the number of shares voted “for” a Director or slate of Directors must exceed the number of votes “against” that Director or slate of Directors.
|
|
40.9
|
At the request of the Board, any person nominated for election as a director of the Company shall furnish to the Secretary the information that is required to be set forth in a Shareholders’ notice of nomination pursuant to Bye-law 40.
|
|
40.10
|
Other than with respect to nominations made in accordance with the default provisions of a class or classes of preferred shares or under the Shareholders Agreement, any Shareholder proposing to nominate a person or persons for election shall be responsible for, and bear the costs associated with, soliciting votes from any other voting Shareholder and distributing materials to such Shareholders prior to the annual general meeting in accordance with these Bye-laws and applicable SEC rules. A Shareholder shall include any person or persons such Shareholder intends to nominate for election in its own proxy statement and proxy card.
|
|
40.11
|
Unless prohibited by Applicable Law, the Company shall promptly (but in any event within five (5) Business Days of receipt of written request from any Shareholder proposing to nominate a person or persons for election) provide to such proposing Shareholder the names and addresses of all persons and entities who are record holders of the Company’s shares (the “Other Holders”), provided, that if any Other Holder has requested that its identity or address be kept confidential, then the Company shall (at the expense of such Shareholder) promptly (but in any event within five (5) Business Days of receipt of a written request) forward to such Other Holder any materials provided by such Shareholder in relation to the person or persons such Shareholder intends to nominate for election and a notice requesting that such Other Holder contact such Shareholder.
|
41.
|
[Reserved]
|
42.
|
Number of Directors
|
43.
|
Term of Office of Directors
|
44.
|
Removal of Directors
|
|
44.1
|
Subject to any provision to the contrary in these Bye-laws, a Director may only be removed for cause and not otherwise. The removal of a Director for cause shall be effected either (i) by the Board by affirmative vote of a majority of the Directors at any duly called meeting of the Board or (ii) by the Shareholders holding a majority of the Total Voting Power at any general meeting called and held in accordance with these Bye-laws. For purposes of this Bye-law 44.1, “cause” shall mean a conviction for a criminal offence involving dishonesty or engaging in conduct which brings the Director or the Company into disrepute or which results in a material financial detriment to the Company.
|
|
44.2
|
If a Director is removed from the Board under this Bye-law 44, the Board may fill the vacancy. Persons appointed by the Board to fill a vacancy shall be approved by an affirmative vote of a majority of the Board and shall be subject to election at the immediately succeeding annual general meeting.
|
45.
|
Vacancy in the Office of Director
|
|
45.1
|
The office of Director shall be vacated immediately if the Director:
|
|
(a)
|
is prohibited from being a Director by law;
|
|
(b)
|
is or becomes bankrupt or insolvent;
|
|
(c)
|
is or becomes of unsound mind or a patient for any purpose of any statute or Applicable Law relating to mental health and the Board resolves that his office is vacated, or dies;
|
|
(d)
|
by virtue of holding the office of Director causes the Company to be taxed in an adverse manner; or
|
|
(e)
|
resigns his office by notice to the Secretary.
|
|
45.2
|
If there is a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Director, or on account of an increase in the number of members of the Board or a failure to elect a Director at an annual general meeting, subject to the rights of the members of the Apollo Group that are parties to the Shareholders Agreement to nominate Directors to the Board, the Board may appoint any person as a Director on an interim basis until the next annual general meeting, provided, that such person has been approved to serve as a Director by the Nominating and Governance Committee. The Board vacancy shall be submitted to a vote at the next succeeding annual general meeting irrespective of class.
|
46.
|
Remuneration of Directors
|
47.
|
Defect in Appointment
|
48.
|
Directors to Manage Business
|
49.
|
Powers of the Board of Directors
|
|
(a)
|
appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
|
|
(b)
|
exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
|
|
(c)
|
designate a Chairman of the Board (the “Chairman”) and a Vice Chairman of the Board (the “Vice Chairman”);
|
|
(d)
|
appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
|
|
(e)
|
appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
|
|
(f)
|
by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
|
|
(g)
|
procure that the Company pays all expenses incurred in promoting and incorporating the Company;
|
|
(h)
|
delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided, that every such committee shall conform to such directions as the Board shall impose on them; and provided, further, that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board;
|
|
(i)
|
delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;
|
|
(j)
|
present any petition and make any application in connection with the liquidation or reorganisation of the Company;
|
|
(k)
|
in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
|
|
(l)
|
authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
|
50.
|
Register of Directors and Officers
|
51.
|
Appointment of Officers
|
52.
|
Appointment of Secretary
|
53.
|
Duties of Officers
|
54.
|
Remuneration of Officers
|
55.
|
Conflicts of Interest
|
|
55.1
|
Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director’s firm, partner or company shall be entitled to remuneration as if such Director were not a Director. Nothing herein contained shall authorise a Director or Director’s firm, partner or company to act as Auditor to the Company.
|
|
55.2
|
A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act.
|
|
55.3
|
Following a declaration being made pursuant to this Bye-law, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum for such meeting and, to the fullest extent permitted by Applicable Law, the interested Director shall not be liable to account to the Company for any profit realized thereby. To the fullest extent permitted by Applicable Law, in the event that one or more interested Directors are disqualified or elect to be recused from voting on a matter, or one or more Directors are later found to have an interest or conflict that should have been declared, the matter shall be approved or stand approved if it is or was approved by a majority of the votes cast by the Directors that do not have any interest or conflict in the matter, even if less than a quorum.
|
|
55.4
|
Subject to the Act and any further disclosure required thereby, a general notice to the Directors by a Director or officer declaring that he is a director or officer or has an interest in any business entity and is to be regarded as interested in any transaction or arrangement made with that business entity shall be sufficient declaration of interest in relation to any transaction or arrangement so made.
|
|
55.5
|
This Bye-law 55 shall be subject to any U.S. securities laws and the rules of any exchange or quotation system on which the Company’s shares are then listed.
|
56.
|
Indemnification and Exculpation
|
|
56.1
|
To the fullest extent permitted by Applicable Law, but subject to the limitations expressly provided in this Bye-law 56, (i) the past, present and future (x) Directors, Resident Representative, Secretary and other Officers (such term to include any person appointed to any committee by the Board), (y) any consultants participating in any Company equity incentive plan, and (z) liquidators or trustees (if any) for the time being acting in relation to any of the affairs of the Company or any Subsidiary thereof, (ii) any Person who is or was an employee or agent of the Company or a director, officer, employee or agent of any of the Company’s Subsidiaries and who, while an employee or agent of the Company or a director, officer, employee or agent of any of the Company’s Subsidiaries, is or was also an officer, director, employee, managing director, general or limited partner, manager, member, shareholder, agent or other Affiliate of any member of the Apollo Group or of any Affiliate of any member of the Apollo Group (other than the Company and its Subsidiaries) and (iii) any other Person who, while a Director or Officer, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise, nonprofit entity or other entity, including service with respect to employee benefit plans (each, a “Covered Person”) shall be indemnified and secured harmless by the Company from and against all Liabilities and Expenses arising from any and all threatened, pending or completed Proceedings, in which any Covered Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of (A) in the case of any Covered Person described in the preceding clauses (i) and (iii), its status as a Covered Person or (B) in the case of any Covered Person described in the preceding clause (ii), the fact that such Covered Person is or was an employee or agent of the Company, or is or was a director, officer, employee or agent of any of the Company’s Subsidiaries, acting in relation to the affairs of the Company or any such Subsidiary, whether arising from acts or omissions to act occurring before or after the date of the adoption of these Bye-laws; provided, however, that a Covered Person shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Covered Person is seeking indemnification pursuant to this Bye-law 56, the Covered Person acted fraudulently and/or dishonestly in relation to the Company; provided further, subject in all respects to Bye-law 56.12, no Covered Person shall be entitled to indemnification from the Company (nor any amounts provided for under Bye-law 56.2) for any acts or omissions of such Covered Person in such Covered Person’s role as a director, officer, consultant, representative or agent of ISG. Notwithstanding the preceding sentence, except as otherwise described in Bye-law 56.10, the Company shall be required to indemnify a Person described in such sentence in connection with any Proceeding (or part thereof) commenced by such Person only if the commencement of such Proceeding (or part thereof) by such Person was authorised by the Board. To the fullest extent permitted by Applicable Law, each Shareholder agrees to waive any claim or right of action such Shareholder might have, whether individually or by or in right of the Company, against any Covered Person on account of any action taken by such Covered Person, or the failure of such Covered Person to take any action in the performance of such Covered Person’s duties with or for the Company or any subsidiary thereof; provided, that such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company or its Subsidiaries which may attach to such Covered Person.
|
|
56.2
|
To the fullest extent permitted by Applicable Law, Expenses incurred by a Covered Person in appearing at, participating in or defending any indemnifiable Proceeding pursuant to this Bye-law 56 shall, from time to time, be advanced by the Company prior to a final and non-appealable disposition of the Proceeding in which it is determined that the Covered Person is not entitled to be indemnified upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it ultimately shall be determined that the Covered Person is not entitled to be indemnified pursuant to this Bye-law 56. Notwithstanding the immediately preceding sentence, except as otherwise provided in Bye-law 56.10, the Company shall be required to indemnify a Covered Person pursuant to the immediately preceding sentence in connection with any Proceeding (or part thereof) commenced by such Person only if the commencement of such Proceeding (or part thereof) by such Person was authorised by the Board.
|
|
56.3
|
The indemnification and advancement of Expenses provided by this Bye-law 56 shall be in addition to any other rights to which a Covered Person may be entitled under these Bye-laws or any agreement between the Company and such Covered Person, pursuant to a vote of a majority of disinterested Directors with respect to such matter, as a matter of law, in equity or otherwise, both as to actions in the Covered Person’s capacity as a Covered Person and as to actions in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity.
|
|
56.4
|
The Company may purchase and maintain insurance on behalf of a Covered Person, and such other Persons as the Board shall determine, against any Liability that may be asserted against, or Expense that may be incurred by, such Person in connection with the Company’s activities or any such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such Liability or Expense under the provisions of these Bye-laws or Applicable Law.
|
|
56.5
|
For purposes of this Bye-law 56 (i) the Company shall be deemed to have requested a Covered Person to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, such Covered Person to the plan or participants or beneficiaries of the plan and (ii) excise taxes assessed on a Covered Person with respect to an employee benefit plan pursuant to Applicable Law shall constitute “fines” within the meaning of “Liabilities”.
|
|
56.6
|
A Covered Person shall not be denied indemnification in whole or in part under this Bye-law 56 because the Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by these Bye-laws.
|
|
56.7
|
Except with respect to any Shareholder Affiliate, which shall be a third party beneficiary of the rights set forth in Bye-law 56.12, the provisions of this Bye-law 56 are for the benefit of the Covered Persons and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.
|
|
56.8
|
Each Covered Person shall, in the performance of his, her or its duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Officers, Directors or employees of the Company, or any of the officers, directors or employees of the Company’s Subsidiaries, or committees of the Board, or by any other Person (including legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by or on behalf of it) as to matters such Covered Person reasonably believes are within such other Person’s professional or expert competence.
|
|
56.9
|
No amendment, modification or repeal of this Bye-law 56 or any provision hereof or, to the fullest extent permitted by Applicable Law, any modification of Applicable Law, shall in any manner terminate, reduce or impair the right of any past, present or future Covered Person to be indemnified or to have such Covered Person’s Expenses advanced by the Company, nor the obligations of the Company to indemnify or advance Expenses to any such Covered Person under and in accordance with the provisions of this Bye-law 56 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or-in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
|
|
56.10
|
If a claim for indemnification (following the final disposition of the Proceeding for which indemnification is being sought) or advancement of Expenses under this Bye-law 56 is not paid in full within thirty (30) days after a written claim therefor by any Covered Person has been received by the Company, such Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the Expenses of prosecuting such claim, including reasonable attorneys’ fees.
|
|
56.11
|
This Bye-law 56 shall not limit the right of the Company, to the extent and in the manner permitted by Applicable Law, to indemnify and to advance Expenses to, and purchase and maintain insurance on behalf of Persons other than Covered Persons.
|
|
56.12
|
The Company hereby acknowledges that the indemnitees under this Bye-law 56 (the “Indemnified Persons”) may have certain rights to indemnification, advancement of Expenses and/or insurance provided by shareholders, members of the Apollo Group, or other Affiliates of the Company or Affiliates of members of the Apollo Group (“Shareholder Affiliates”) separate from the indemnification and advancement of Expenses provided by the Company under these Bye-laws. The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the Indemnified Persons under these Bye-laws are primary and any obligation of any Shareholder Affiliate to advance Expenses or to provide indemnification for the same Expenses or Liabilities incurred by the Indemnified Persons are secondary), (ii) that the Company shall be required to advance the full amount of Expenses incurred by the Indemnified Persons and shall be liable for the full amount of all Expenses and Liabilities paid in settlement to the extent legally permitted and as required by Bye-law 56, without regard to any rights the Indemnified Persons may have against any Shareholder Affiliate, and (iii) that the Company irrevocably waives, relinquishes and releases the Shareholder Affiliates from any and all claims against the Shareholder Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by any Shareholder Affiliate on behalf of an Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company pursuant to Bye-law 56 shall affect the foregoing and the Shareholder Affiliates shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnified Person against the Company. For the avoidance of doubt, no Person providing directors’ or officers’ or similar insurance obtained or maintained by or on behalf of the Company, and of its Affiliates or any of the foregoing’s respective Subsidiaries, including any Person providing such insurance obtained or maintained pursuant to Bye-law 56.4, shall be, or be deemed to be, a Shareholder Affiliate.
|
|
56.13
|
No Covered Person shall be personally liable either to the Company or to any of its Shareholders for monetary damages for breach of fiduciary duty as a Covered Person, except to the extent such exemption from liability or limitation thereof is not permitted under Applicable Law as the same exists or may hereafter be amended. Any amendment, modification or repeal of this Bye-law inconsistent with the foregoing sentence shall not adversely affect any right or protection of a Covered Person in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
|
|
56.14
|
Any Person purchasing or otherwise acquiring any interest in any shares of the Company shall be deemed to have notice of and to have consented to the provisions of this Bye-law 56.
|
|
56.15
|
This Bye-law 56 may not be rescinded, altered or amended (a) unless in accordance with the Act and (b) until the same has been approved by the Board and at least 50% of the Total Voting Power (which, for the avoidance of doubt will take into account the application of Bye-law 4.3).
|
57.
|
Business Opportunities
|
|
57.1
|
To the fullest extent permitted by Applicable Law, the Company, on behalf of itself and its Subsidiaries, other than its Subsidiaries that are insurance companies which are regulated by a governmental entity (“Insurance Subsidiaries”), waives and renounces any right, interest or expectancy of the Company and/or its Subsidiaries, other than its Insurance Subsidiaries, in, or in being offered an opportunity to participate in, business opportunities of any kind, nature or description that are from time to time presented to (x) any member of the Apollo Group or an Affiliate of any member of the Apollo Group (other than the Company and its Subsidiaries), (y) any of the Directors or any of their respective Affiliates (other than the Company and its Subsidiaries), or (z) any Officer, employee or agent of the Company, or any director, officer, employee or agent of any of the Company’s Subsidiaries, who is also, and is presented such business opportunity in his or her capacity as, an officer, director, employee, managing director, general or limited partner, manager, member, shareholder, agent or other Affiliate of any member of the Apollo Group or of any Affiliate of any member of the Apollo Group (other than the Company and its Subsidiaries), in the case of each of clauses (x), (y) and (z), excluding the Chief Executive Officer of the Company and the other executive officers and employees of the Company and its Subsidiaries (the Persons described in clauses (x), (y) and (z), “Specified Parties” and each, a “Specified Party”), or of which any Specified Parties have or gain knowledge, whether or not the opportunity is competitive with the business of the Company or its Subsidiaries or in the same or similar lines of business as the Company or its Subsidiaries or one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each Specified Party shall have no duty (statutory, fiduciary, contractual or otherwise) to communicate or offer such business opportunity to the Company and, to the fullest extent permitted by Applicable Law, shall not be liable to the Company or any of its Subsidiaries, other than its Insurance Subsidiaries, for breach of any statutory, fiduciary, contractual or other duty, as a Director, Officer, employee or agent of the Company, or a director, officer, employee or agent of any of the Company’s Subsidiaries, as the case may be, or otherwise, by reason of the fact that such Specified Party pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present or communicate such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries. Notwithstanding the foregoing, the Company and its Subsidiaries do not renounce any right, interest or expectancy in any business opportunity offered to a Specified Party who is a Director or Officer if such business opportunity is expressly offered for the Company or its Subsidiaries to such person solely in his or her capacity as a Director or Officer (a “Company Opportunity”); provided, however, that all of the protections of this Bye-law 57 shall otherwise apply to the Specified Parties with respect to such Company Opportunity, including the ability of the Specified Parties to pursue or acquire such Company Opportunity, directly or indirectly, or to direct such Company Opportunity to another person, if and to the extent that the Company or the applicable Subsidiary of the Company, as applicable, determines not to pursue such Company Opportunity or if it is subsequently determined by the Board or any committee thereof (or board of directors or other governing body of such Subsidiary or any committee thereof), or by any court of competent jurisdiction, that the business opportunity was not in the line of business of the Company or such Subsidiary, as applicable, was not of material or practical advantage to the Company or such Subsidiary, as applicable, or was one that the Company or such Subsidiary, as applicable, was not financially capable of undertaking. For the avoidance of doubt, notwithstanding anything to the contrary set forth herein or otherwise, to the fullest extent permitted by Applicable Law, the Company, on behalf of itself and its Subsidiaries, other than its Insurance Subsidiaries, hereby waives and renounces any right, interest or expectancy of the Company or its Subsidiaries to participate in or be offered an opportunity to participate in any business or business opportunity of any member of the Apollo Group or its Affiliates (other than the Company and its Subsidiaries), except to the extent such right, interest or expectancy is expressly granted to the Company or any of its Subsidiaries under a binding agreement between or among the Company and/or its Subsidiaries, on the one hand, and any member of the Apollo Group or its Affiliates (other than the Company and its Subsidiaries), on the other hand.
|
|
57.2
|
No amendment, modification or repeal of this Bye-law 57 or any provision hereof or, to the fullest extent permitted by Applicable Law, any modification of Applicable Law, shall in any manner terminate, reduce or impair the right of any Person under and in accordance with the provisions of this Bye-law 57 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
|
|
57.3
|
This Bye-law 57 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any Specified Party under any agreement, these Bye-laws, vote of the Board, Applicable Law or otherwise.
|
|
57.4
|
Any Person purchasing or otherwise acquiring any interest in any shares of the Company shall be deemed to have notice of and to have consented to the provisions of this Bye-law 57.
|
|
57.5
|
Notwithstanding anything to the contrary herein, under no circumstances shall the provisions of this Bye-law 57 (other than this Bye-law 57.5) apply to (or result in or be deemed to result in a limitation or elimination of) any duty (contractual, fiduciary or otherwise, whether at law or in equity) owed by any Specified Party who is also an Officer, employee or agent of the Company, or any director, officer, employee or agent of any of its Subsidiaries (other than any such Specified Party who is also an officer, director, employee, managing director, general or limited partner, manager, member, shareholder, agent or other Affiliate of any member of the Apollo Group or of any Affiliate of any member of the Apollo Group (other than the Company and its Subsidiaries)), and any business opportunity waived or renounced by any Person pursuant to such other provisions of this Bye-law 57 shall be expressly reserved and maintained (and shall not be waived or renounced) by such Person as to any such Specified Party.
|
|
57.6
|
This Bye-law 57 may not be rescinded, altered or amended (a) unless in accordance with the Act and (b) until the same has been approved by the Board and at least 50% of the Total Voting Power (which, for the avoidance of doubt will take into account the application of Bye-law 4.3).
|
|
58.
|
Board Meetings
|
59.
|
Notice of Board Meetings
|
60.
|
Electronic Participation in Meetings
|
61.
|
Quorum at Board Meetings
|
62.
|
Board to Continue in the Event of Vacancy
|
63.
|
Chairman to Preside
|
64.
|
Written Consent
|
65.
|
Validity of Prior Acts of the Board
|
66.
|
Resolution of Conflicts
|
|
(a)
|
fair and reasonable to the Company and its Subsidiaries, taking into account the totality of the relationships between the parties involved (including other transactions that may be or have been particularly favorable or advantageous to the Company and its Subsidiaries); or
|
|
(b)
|
entered into on an arm’s-length basis; or
|
|
(c)
|
approved by a majority of the disinterested Directors; or
|
|
(d)
|
approved by the holders of a majority of the issued and outstanding Class A Common Shares that are not held by members of the Apollo Group; or
|
|
(e)
|
approved by the Conflicts Committee in accordance with its charter and guidelines as they may be amended from time to time.
|
67.
|
Conflicts Committee
|
|
67.1
|
The Board shall constitute a committee comprised solely of Directors who are not general partners, directors, managers, officers or employees of the Apollo Group (the “Conflicts Committee”).
|
|
67.2
|
The Conflicts Committee shall consist of up to five (5) individuals designated by the Board. The Conflicts Committee shall have a chairman, who shall be designated by the Board or, if the Board so delegates, by the Conflicts Committee. The vote necessary to approve any action at a meeting of the Conflicts Committee shall be a majority of the entire Conflicts Committee.
|
|
67.3
|
The Conflicts Committee may meet in person, by telephone or video conference call or in any other manner in which the Board is permitted to meet under Applicable Law and may also take action by written consent of the number and identity of Conflicts Committee members who have not less than the minimum number of votes that would be necessary to take such action at a meeting at which all Conflicts Committee members entitled to vote were present and voted.
|
|
67.4
|
The Conflicts Committee, upon the affirmative vote of a majority of the entire Committee, shall have the authority to engage consultants to assist in the evaluation of conflicts matters.
|
|
It shall have the sole authority to retain and terminate any such consultants, including sole authority to approve the consultants’ fees and other retention terms; provided, that fees and expenses incurred in connection with the engagement of any such consultant are reasonable.
|
68.
|
Minutes
|
|
(a)
|
of all elections and appointments of Officers;
|
|
(b)
|
of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and
|
|
(c)
|
of all resolutions and proceedings of general meetings of the Shareholders, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.
|
69.
|
Place Where Corporate Records Kept
|
70.
|
Form and Use of Seal
|
|
70.1
|
The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda.
|
|
70.2
|
A seal may, but need not, be affixed to any deed, instrument, share certificate or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose.
|
|
70.3
|
A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.
|
71.
|
Books of Account
|
|
71.1
|
The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:
|
|
(a)
|
all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;
|
|
(b)
|
all sales and purchases of goods by the Company; and
|
|
(c)
|
all assets and liabilities of the Company.
|
|
71.2
|
Such records of account shall be kept at the principal place of business of the Company, or subject to the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.
|
72.
|
Financial Year End
|
73.
|
Annual Audit
|
74.
|
Appointment of Auditor
|
|
74.1
|
Subject to the Act, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Shareholders shall be appointed by them as Auditor of the accounts of the Company.
|
|
74.2
|
The Auditor may be a Shareholder but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.
|
75.
|
Remuneration of Auditor
|
76.
|
Duties of Auditor
|
|
76.1
|
The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.
|
|
76.2
|
The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.
|
77.
|
Access to Records
|
78.
|
Financial Statements
|
79.
|
Distribution of Auditor’s Report
|
80.
|
Vacancy in the Office of Auditor
|
81.
|
Winding-Up
|
82.
|
Changes to Bye-laws
|
83.
|
Changes to the Memorandum of Association
|
84.
|
Exclusive Jurisdiction
|
85.
|
Discontinuance
|
86.
|
Voting of Subsidiary Shares
|
|
86.1
|
Notwithstanding any other provision of these Bye-laws to the contrary (but subject to Bye-law 86.2 and Bye-law 86.3), if the Company, in its capacity as a shareholder of any Subsidiary of the Company, has the right to vote at a general meeting or special meeting of
|
|
such Subsidiary (whether in person or by its attorney-in-fact or proxy) (or by written resolution in lieu of a general meeting or special meeting), and the subject matter of the vote is (a) the appointment, removal or remuneration of directors of a non-U.S. Subsidiary of the Company or (b) any other subject matter with respect to a non-U.S. Subsidiary that legally requires the approval of the shareholders of such non-U.S. Subsidiary, the Board shall refer the subject matter of the vote to the Shareholders and seek authority from the Shareholders entitled to vote for the Board for the Company’s corporate representative or proxy to vote with respect to the resolution proposed by such Subsidiary. The Board shall cause the Company’s corporate representative or proxy to vote the Company’s shares in such Subsidiary pro rata to the votes received at the general meeting of the Company, with votes for or against the directing resolution being taken, respectively, as an instruction for the Company’s corporate representative or proxy to vote the appropriate proportion of its share for and the appropriate proportion of its shares against the resolution proposed by such Subsidiary. For the avoidance of doubt, for purposes of this Bye-law 86 and Bye-law 87, the term “non-U.S. Subsidiary” shall mean a Subsidiary that is treated as a non-U.S. person for U.S. federal income tax purposes. The Board shall have authority to resolve any ambiguity in this Bye-law 86 or Bye-law 87. All votes referred to the Company’s Shareholders pursuant to this Bye-law 86.1 shall give effect to and otherwise be subject to the voting power restrictions of Bye-law 4.3.
|
|
86.2
|
If the Board in its discretion, determines that the application of Bye-law 86.1(b) with respect to a particular vote is not necessary to achieve the purposes of this Bye-law 86, it may waive the application of Bye-law 86.1(b) with respect to such vote.
|
|
86.3
|
Notwithstanding any provision in these Bye-laws to the contrary, this Bye-law 86 shall only apply if and when applicable pursuant to Bye-law 4.3(a)(ii). Further, from and after the Restriction Termination Date, the provisions of this Bye-law 86 shall be inoperative and of no further force or effect.
|
87.
|
Bye-laws or Articles of Association of Certain Subsidiaries
|
|
87.1
|
The Board shall require that the Bye-laws or Articles of Association or similar organizational documents of each non-U.S. Subsidiary of the Company shall contain provisions substantially similar to Bye-law 86.1, Bye-law 86.3 and Bye-law 87. The Company shall enter into agreements, as and when determined by the Board, with each such non-U.S. Subsidiary, only if and to the extent reasonably necessary and permitted under Applicable Law, to effectuate or implement this Bye-law.
|
|
87.2
|
From and after the Restriction Termination Date, the provisions of this Bye-law 87 shall be inoperative and of no further force or effect.
|
88.
|
Termination of IMAs
|
|
88.1
|
Except as set forth in Bye-law 88.2, the Company shall not, and shall cause each Subsidiary of the Company not to, elect to terminate the IMA or any other investment advisory or investment management agreement by and between the Company or any of its Subsidiaries and a member of the Apollo Group (a “New IMA”) (a) on any date other than June 4, 2023 or any two (2)-year anniversary of such date (each, an “IMA Termination Election Date”) and (b) unless it has provided written notice to ISG or the member of the Apollo Group that is a party to such New IMA, as applicable, of such termination at least thirty (30) days, but not more than ninety (90) days, prior to the applicable IMA Termination Election Date (an “IMA Termination Notice”); provided, that (i) the IMA or any New IMA may only be terminated by the Company or a Subsidiary of the Company with the approval of at least two-thirds (2/3) of the Independent Directors in accordance with the immediately following sentence (an IMA Termination Notice delivered with such approval and in accordance with Bye-law
|
|
88.1(a) and (b), a “Valid IMA Termination Notice”) and (ii) notwithstanding any such election to terminate or delivery of a Valid IMA Termination Notice, no such termination shall be effective on any date earlier than the second annual anniversary of the applicable IMA Termination Election Date (the “IMA Termination Effective Date”). Notwithstanding anything to the contrary contained in this Bye-law 88.1, the Board shall not approve any election to terminate the IMA or any New IMA on any IMA Termination Election Date pursuant to this Bye-law 88.1 unless at least two-thirds (2/3) of the Independent Directors agree that an event described in clause (iii) or (iv) of the definition of AHL Cause occurred with respect to the IMA or such New IMA, as applicable. If the Company and/or applicable Subsidiary of the Company does not provide a Valid IMA Termination Notice with respect to an IMA Termination Election Date, then the Company or such Subsidiary may only elect to terminate such IMA or New IMA under this Bye-law 88.1 on the next IMA Termination Election Date, and neither the Company nor any Subsidiary of the Company shall terminate any such IMA or New IMA in accordance with this Bye-law 88.1 without providing a Valid IMA Termination Notice. Furthermore, beginning on June 4, 2019, the IMA and any New IMA shall be subject to an initial term of four (4) years from such date; provided that, on each IMA Termination Election Date after June 4, 2019, beginning with the IMA Termination Election Date on June 4, 2023, to the extent no Valid IMA Termination Notice has been delivered in accordance with this Bye-law 88.1 with respect to the IMA or any New IMA, the term of the IMA and each such New IMA shall be extended automatically without any further action or obligation by any persons (including, without limitation, the parties thereto or hereto) for a period of two (2) additional years; provided, further that, if a Valid IMA Termination Notice has been previously delivered in accordance with this Bye-law 88.1 and has not been rescinded prior to the applicable IMA Termination Effective Date, this sentence shall no longer be of any force or effect with respect to the IMA or such New IMA that is the subject of such delivered Valid IMA Termination Notice and the term of the IMA or such New IMA subject to such Valid IMA Termination Notice shall continue through the end of the IMA Remediation Period. Notwithstanding anything to the contrary, the term of any IMA or New IMA shall be extended for the IMA Remediation Period.
|
|
88.2
|
Notwithstanding anything to the contrary in Bye-law 88.1, the Company and/or the applicable Subsidiary of the Company may terminate the IMA or any New IMA upon the occurrence of an event described in clause (i) or (ii) of the definition of AHL Cause with respect to the IMA or such New IMA, as applicable; provided, that any termination of the IMA or any New IMA by the Company or Subsidiary of the Company, as applicable, for such AHL Cause shall require the approval of at least two-thirds (2/3) of the Independent Directors and the delivery of written notice to ISG or such member of the Apollo Group that is a party to such New IMA, as applicable, of such termination for such AHL Cause at least thirty (30) days prior to the effective date of such termination; provided, further, that in each case ISG or the member of the Apollo Group that is a party to the applicable IMA or New IMA, as applicable, shall have the right to dispute such determination of the Independent Directors within thirty (30) days after receiving notice from the Company of such determination, in which case the parties to such IMA or New IMA, as applicable, shall submit the question as to whether the conditions of AHL Cause have been met to binding arbitration in accordance with Section 12 of the seventh amended and restated fee agreement dated June 10, 2019 between the Company and ISG, as amended from time to time (the “Fee Agreement”), and such IMA or New IMA, as applicable, shall continue to remain in effect during the period of the arbitration.
|
|
88.3
|
For the avoidance of doubt, subject in all respects to the other provisions of this Bye-law 88 and the definition of AHL Cause, any termination of the IMA or any New IMA by the Company and/or any Subsidiary of the Company shall require the approval of at least two-thirds (2/3) of the Independent Directors. Notwithstanding anything to the contrary
|
|
herein, for purposes of this Bye-law 88 and the definition of AHL Cause, (x) no officer or employee of the Company or any of its Subsidiaries shall constitute an Independent Director and (y) no officer or employee of (1) any member of the Apollo Group described in clauses (i) through (iv) of the definition of Apollo Group or (2) Apollo Global Management, Inc. or any of its Subsidiaries (excluding any Subsidiary that constitutes any portfolio company (or investment) of (A) an investment fund or other investment vehicle whose general partner, managing member or similar governing person is owned, directly or indirectly, by Apollo Global Management, Inc. or by one or more of its Subsidiaries or (B) a managed account agreement (or similar arrangement) whereby Apollo Global Management, Inc. or one or more of its Subsidiaries serves as general partner, managing member or in a similar governing position) shall constitute an Independent Director.
|
|
88.4
|
This Bye-law 88 may not be rescinded, altered or amended (a) unless in accordance with the Act and (b) until the same has been approved by at least two-thirds (2/3) of the Independent Directors and at least 50% of the Total Voting Power (which, for the avoidance of doubt will take into account the application of Bye-law 4.3).
|
1.
|
Athene Life Re Ltd.
|
2.
|
Athene Annuity & Life Assurance Company
|
3.
|
Athene Life Insurance Company of New York
|
4.
|
Athene Annuity & Life Assurance Company of New York
|
5.
|
Structured Annuity Reinsurance Company
|
6.
|
Athene Annuity and Life Company
|
7.
|
Athene Re USA IV, Inc.
|
8.
|
Athene Annuity Re Ltd.
|
9.
|
Athene Life Re International Ltd.
|
10.
|
Athene Co-Invest Reinsurance Affiliate 1A
|
11.
|
Athene Co-Invest Reinsurance Affiliate 1B
|
1.
|
Western United Life Assurance Company
|
2.
|
American Equity Investment Life Insurance Company
|
3.
|
American Pioneer Life Insurance Company
|
4.
|
American Progressive Life and Health Insurance Company of New York
|
5.
|
Nassau Life Insurance Company of Texas (formerly known as Constitution Life Insurance Company)
|
6.
|
Union Bankers Life Insurance Company
|
7.
|
Pennsylvania Life Insurance Company (merged into Nassau Life Insurance Company of Texas)
|
8.
|
The Pyramid Life Insurance Company
|
9.
|
Jefferson National Life Insurance Company
|
10.
|
Athene Annuity & Life Assurance Company
|
11.
|
Continental Assurance Company
|
12.
|
Reassure America Life Insurance Company
|
13.
|
Eagle Life Insurance Company
|
14.
|
Liberty Bankers Life Insurance Company
|
15.
|
Athene Annuity & Life Assurance Company of New York
|
16.
|
Athene Annuity and Life Company
|
17.
|
Structured Annuity Reinsurance Company
|
18.
|
Transamerica Life Insurance Company
|
19.
|
Midland National Life Insurance Company
|
20.
|
North American Company for Life and Health Insurance
|
21.
|
Athene Re USA IV, Inc.
|
22.
|
Sentinel Security Life Insurance Company
|
23.
|
Athene Life Insurance Company of New York
|
24.
|
Royal Neighbors of America
|
25.
|
Fidelity Security Life Insurance Company
|
26.
|
The Lincoln National Life Insurance Company
|
27.
|
Massachusetts Mutual Life Insurance Company
|
28.
|
Brighthouse Life Insurance Company
|
29.
|
Brighthouse Life Insurance Company of NY
|
30.
|
Life Insurance Company of the Southwest
|
31.
|
Voya Insurance and Annuity Company
|
32.
|
Reliastar Life Insurance Company
|
33.
|
Athora Lebensvericherung AG
|
1.
|
Athora Holding Ltd. and its Subsidiaries
|
2.
|
VA Capital Company LLC and its Subsidiaries.
|
|
|
|
PRIVILEGED AND CONFIDENTIAL
|
|
EXECUTION VERSION
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
ARTICLE I DEFINITIONS AND USAGE
|
|
|
B-1
|
|
||
Section 1.1
|
|
Definitions
|
|
|
B-1
|
|
Section 1.2
|
|
Interpretation
|
|
|
B-3
|
|
|
|
|||||
ARTICLE II PROXY
|
|
|
B-3
|
|
||
Section 2.1
|
|
Irrevocable Proxy and Power of Attorney
|
|
|
B-3
|
|
Section 2.2
|
|
Covenants of the Other Shareholders
|
|
|
B-4
|
|
Section 2.3
|
|
Term and Termination
|
|
|
B-4
|
|
Section 2.4
|
|
No Liability
|
|
|
B-4
|
|
Section 2.5
|
|
Assignment
|
|
|
B-4
|
|
Section 2.6
|
|
No Ownership Interest
|
|
|
B-4
|
|
Section 2.7
|
|
Binding Effect; Reliance
|
|
|
B-4
|
|
Section 2.8
|
|
Regulatory Matters
|
|
|
B-5
|
|
Section 2.9
|
|
Transfers and Joinders
|
|
|
B-5
|
|
|
|
|||||
ARTICLE III MISCELLANEOUS
|
|
|
B-5
|
|
||
Section 3.1
|
|
Entire Agreement
|
|
|
B-5
|
|
Section 3.2
|
|
Further Assurances
|
|
|
B-5
|
|
Section 3.3
|
|
Notices
|
|
|
B-5
|
|
Section 3.4
|
|
Governing Law
|
|
|
B-6
|
|
Section 3.5
|
|
Consent to Jurisdiction
|
|
|
B-6
|
|
Section 3.6
|
|
Equitable Remedies
|
|
|
B-6
|
|
Section 3.7
|
|
Construction
|
|
|
B-7
|
|
Section 3.8
|
|
Counterparts
|
|
|
B-7
|
|
Section 3.9
|
|
Third Party Beneficiaries
|
|
|
B-7
|
|
Section 3.10
|
|
Severability
|
|
|
B-7
|
|
Section 3.11
|
|
Amendments; Waivers
|
|
|
B-7
|
|
Section 3.12
|
|
Effectiveness
|
|
|
B-7
|
|
Section 3.13
|
|
Non-Recourse
|
|
|
B-7
|
|
|
|
|
Term
|
|
Section
|
Affiliate
|
|
1.1
|
Agreement
|
|
Preamble
|
AGM
|
|
1.1
|
AHL
|
|
1.1
|
AMH
|
|
Preamble
|
beneficially own
|
|
1.1
|
Board of Directors
|
|
1.1
|
Class A Shares
|
|
1.1
|
Closing
|
|
1.1
|
control
|
|
1.1
|
Controlled Entity
|
|
1.1
|
Fall-away Date
|
|
1.1
|
Governmental Entity
|
|
1.1
|
Law
|
|
1.1
|
Other Shareholders
|
|
Preamble
|
|
|
|
Term
|
|
Section
|
Permitted Transferee
|
|
1.1
|
Person
|
|
1.1
|
Proceeding
|
|
3.5
|
Proxy
|
|
2.1(b)
|
Related Party
|
|
3.13
|
Selected Court
|
|
3.5
|
Subject Shares
|
|
1.1
|
Term
|
|
2.3
|
Transaction Agreement
|
|
Recitals
|
Transfer
|
|
1.1
|
Transferred
|
|
1.1
|
Transferrable
|
|
1.1
|
|
(i)
|
if to AMH, to:
|
|
(ii)
|
if to any Other Shareholder, to: the address of such Other Shareholder set forth in the records of AHL.
|
OTHER SHAREHOLDERS
|
||
|
||
BELARDI 2018 GRAT
|
||
|
|
|
By:
|
|
/s/ James R. Belardi
|
|
|
Name: James R. Belardi
|
|
|
Title: Trustee
|
|
|
|
|
||
|
||
|
||
|
|
|
|
|
|
BELARDI 2019 GRAT
|
||
|
|
|
By:
|
|
/s/ James R. Belardi
|
|
|
Name: James R. Belardi
|
|
|
Title: Trustee
|
|
|
|
JAMES AND LESLIE BELARDI FAMILY TRUST
|
||
|
|
|
By:
|
|
/s/ James R. Belardi
|
|
|
Name: James R. Belardi
|
|
|
Title: Trustee
|
By:
|
|
/s/ William J. Wheeler
|
|
|
Name: William J. Wheeler
|
|
|
|
APOLLO MANAGEMENT HOLDINGS, L.P.
|
||
|
|
|
By:
|
|
Apollo Management Holdings GP, LLC
|
|
|
its General Partner
|
|
|
|
By:
|
|
/s/ John J. Suydam
|
|
|
Name: John J. Suydam
|
|
|
Title: Vice President and Secretary
|
LIST OF SUBSIDIARIES
|
||
Entity Name
|
|
Jurisdiction of Organization
|
Apollo Global Management, Inc.
|
|
Delaware
|
Apollo Capital Management IV, Inc.
|
|
Cayman Islands
|
Apollo Advisors IV, L.P.
|
|
Cayman Islands
|
Apollo Capital Management V, Inc.
|
|
Cayman Islands
|
Apollo Advisors V, L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings I, L.P.
|
|
Cayman Islands
|
Apollo Capital Management VI, LLC
|
|
Delaware
|
Apollo Advisors VI, L.P.
|
|
Cayman Islands
|
APO Asset Co., LLC
|
|
Delaware
|
Apollo Principal Holdings I GP, LLC
|
|
Delaware
|
Apollo Principal Holdings III GP, Ltd.
|
|
Cayman Islands
|
Apollo Advisors V (EH), LLC
|
|
Anguilla
|
Apollo Advisors V (EH Cayman), L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings III, L.P.
|
|
Cayman Islands
|
Apollo Advisors VI (EH-GP), Ltd.
|
|
Cayman Islands
|
Apollo Advisors VI (EH), L.P.
|
|
Cayman Islands
|
AAA Guernsey Limited
|
|
Guernsey
|
Apollo Alternative Assets, L.P.
|
|
Cayman Islands
|
AAA MIP Limited
|
|
Guernsey
|
AAA Associates, L.P.
|
|
Guernsey
|
APO Corp.
|
|
Delaware
|
Apollo SVF Capital Management, LLC
|
|
Delaware
|
Apollo SVF Advisors, L.P.
|
|
Delaware
|
Apollo SVF Administration, LLC
|
|
Delaware
|
Apollo SOMA Capital Management, LLC
|
|
Delaware
|
Apollo SOMA Advisors, L.P.
|
|
Delaware
|
Apollo Principal Holdings II GP, LLC
|
|
Delaware
|
Apollo Asia Capital Management, LLC
|
|
Delaware
|
Apollo Asia Advisors, L.P.
|
|
Cayman Islands
|
Apollo Asia Administration, LLC
|
|
Delaware
|
Apollo Value Capital Management, LLC
|
|
Delaware
|
Apollo Value Advisors, L.P.
|
|
Delaware
|
Apollo Value Administration, LLC
|
|
Delaware
|
Apollo Principal Holdings II, L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings IV, L.P.
|
|
Cayman Islands
|
Apollo EPF Capital Management, Limited
|
|
Cayman Islands
|
Apollo EPF Advisors, L.P.
|
|
Cayman Islands
|
Apollo EPF Administration, Limited
|
|
Cayman Islands
|
Apollo Management Holdings, L.P.
|
|
Delaware
|
Apollo Management, L.P.
|
|
Delaware
|
AIF III Management, LLC
|
|
Delaware
|
Apollo Management III, L.P.
|
|
Delaware
|
AIF V Management, LLC
|
|
Delaware
|
Apollo Management V, L.P.
|
|
Delaware
|
AIF VI Management, LLC
|
|
Delaware
|
Apollo Management VI, L.P.
|
|
Delaware
|
Apollo Management IV, L.P.
|
|
Delaware
|
Apollo International Management, L.P.
|
|
Delaware
|
Apollo Alternative Assets GP Limited
|
|
Cayman Islands
|
Apollo Management International LLP
|
|
England and Wales
|
Apollo Management Advisors GmbH
|
|
Germany
|
AMI (Holdings), LLC
|
|
Delaware
|
AAA Holdings GP Limited
|
|
Guernsey
|
AAA Holdings, L.P.
|
|
Guernsey
|
Apollo International Management GP, LLC
|
|
Delaware
|
Apollo Capital Management GP, LLC
|
|
Delaware
|
AEM GP, LLC
|
|
Delaware
|
Apollo Europe Management, L.P.
|
|
Delaware
|
ACC Management, LLC
|
|
Delaware
|
Apollo Investment Management, L.P.
|
|
Delaware
|
Apollo SVF Management GP, LLC
|
|
Delaware
|
Apollo SVF Management, L.P.
|
|
Delaware
|
Apollo Value Management GP, LLC
|
|
Delaware
|
Apollo Value Management, L.P.
|
|
Cayman Islands
|
Apollo Asia Management GP, LLC
|
|
Delaware
|
Apollo Asia Management, L.P.
|
|
Delaware
|
Apollo Management Singapore Pte. Ltd.
|
|
Singapore
|
Apollo EPF Management GP, LLC
|
|
Delaware
|
Apollo EPF Management, L.P.
|
|
Delaware
|
Apollo Capital Management, L.P.
|
|
Delaware
|
Apollo Principal Holdings IV GP, Ltd.
|
|
Cayman Islands
|
Apollo Management Holdings GP, LLC
|
|
Delaware
|
Apollo Management VII, L.P.
|
|
Delaware
|
AIF VII Management, LLC
|
|
Delaware
|
Apollo Advisors VII, L.P.
|
|
Cayman Islands
|
Apollo Capital Management VII, LLC
|
|
Delaware
|
Apollo Credit Liquidity Management, L.P.
|
|
Delaware
|
Apollo Credit Liquidity Management GP, LLC
|
|
Delaware
|
Apollo Credit Liquidity Capital Management, LLC
|
|
Delaware
|
Apollo Credit Liquidity Investor, LLC
|
|
Delaware
|
Apollo Credit Liquidity Advisors, L.P.
|
|
Delaware
|
Apollo Investment Consulting LLC
|
|
Delaware
|
Apollo Life Asset Ltd.
|
|
Cayman Islands
|
Apollo Management GP, LLC
|
|
Delaware
|
AP Transport LLC
|
|
Delaware
|
Apollo Investment Administration, LLC
|
|
Delaware
|
Apollo Fund Administration VII, LLC
|
|
Delaware
|
Apollo Management (UK) VI, LLC
|
|
Delaware
|
Apollo COF Investor, LLC
|
|
Delaware
|
Apollo Credit Opportunity Management, LLC
|
|
Delaware
|
Apollo Co-Investors VII (D), L.P.
|
|
Delaware
|
Apollo EPF Co-Investors (B), L.P.
|
|
Cayman Islands
|
Apollo Management (AOP) VII, LLC
|
|
Delaware
|
Apollo Co-Investors Manager, LLC
|
|
Delaware
|
Apollo Commodities Management GP, LLC
|
|
Delaware
|
Apollo Commodities Management, L.P., with respect to Series I
|
|
Delaware
|
Apollo Fund Administration IV, L.L.C.
|
|
Delaware
|
Apollo Fund Administration V, L.L.C.
|
|
Delaware
|
Apollo Fund Administration VI, LLC
|
|
Delaware
|
VC GP, LLC
|
|
Delaware
|
Apollo Management (Germany) VI, LLC
|
|
Delaware
|
Apollo Advisors VII (EH-GP), Ltd
|
|
Cayman Islands
|
Apollo Advisors VII (EH), L.P.
|
|
Cayman Islands
|
Apollo Co-Investors VII (EH-D), LP
|
|
Anguilla
|
Apollo Verwaltungs V GmbH
|
|
Germany
|
Apollo AIE II Co-Investors (B), L.P.
|
|
Cayman Islands
|
Apollo Europe Advisors, L.P.
|
|
Cayman Islands
|
Apollo Europe Capital Management, Ltd.
|
|
Cayman Islands
|
LeverageSource Management, LLC
|
|
Delaware
|
AMI (Luxembourg) S.a r.l.
|
|
Luxembourg
|
Apollo Principal Holdings V, L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings VI, L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings VII, L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings V GP, LLC
|
|
Delaware
|
Apollo Principal Holdings VI GP, LLC
|
|
Delaware
|
ACC Advisors D, LLC
|
|
Delaware
|
Apollo Principal Holdings VII GP, Ltd.
|
|
Cayman Islands
|
ACC Advisors C, LLC
|
|
Delaware
|
APO (FC), LLC
|
|
Anguilla
|
ACC Advisors A/B, LLC
|
|
Delaware
|
Apollo Palmetto Management, LLC
|
|
Delaware
|
Apollo Palmetto Advisors, L.P.
|
|
Delaware
|
Apollo Global Real Estate Management GP, LLC
|
|
Delaware
|
Apollo Global Real Estate Management, L.P.
|
|
Delaware
|
Apollo Advisors VI (APO FC-GP), LLC
|
|
Anguilla
|
Apollo Advisors VII (APO FC-GP), LLC
|
|
Anguilla
|
Apollo Advisors VI (APO DC-GP), LLC
|
|
Delaware
|
Apollo Advisors VII (APO DC-GP), LLC
|
|
Delaware
|
Apollo Advisors VI (APO DC), L.P.
|
|
Cayman Islands
|
Apollo Advisors VII (APO DC), L.P.
|
|
Cayman Islands
|
Apollo Advisors VI (APO FC), L.P.
|
|
Cayman Islands
|
Apollo Advisors VII (APO FC), L.P.
|
|
Cayman Islands
|
VC GP C, LLC
|
|
Delaware
|
APH I (Sub I), Ltd.
|
|
Cayman Islands
|
APH III (Sub I), Ltd.
|
|
Cayman Islands
|
AGM India Advisors Private Limited
|
|
India
|
Apollo Principal Holdings VIII GP, Ltd.
|
|
Cayman Islands
|
Apollo Principal Holdings VIII, L.P.
|
|
Cayman Islands
|
Apollo Principal Holdings IX GP, Ltd.
|
|
Cayman Islands
|
Apollo Principal Holdings IX, L.P.
|
|
Cayman Islands
|
August Global Management, LLC
|
|
Florida
|
ACREFI Management, LLC
|
|
Delaware
|
Apollo COF I Capital Management, LLC
|
|
Delaware
|
Apollo Credit Opportunity Advisors I, L.P.
|
|
Cayman Islands
|
Apollo COF II Capital Management, LLC
|
|
Delaware
|
Apollo Credit Opportunity Advisors II, L.P.
|
|
Cayman Islands
|
Apollo Co-Investors VI (D), L.P.
|
|
Delaware
|
Apollo Co-Investors VI (DC-D), L.P.
|
|
Delaware
|
Apollo Co-Investors VI (EH-D), LP
|
|
Anguilla
|
Apollo Co-Investors VI (FC-D), LP
|
|
Anguilla
|
Apollo Credit Opportunity CM Executive Carry I, L.P.
|
|
Cayman Islands
|
Apollo Credit Opportunity CM Executive Carry II, L.P.
|
|
Cayman Islands
|
Apollo Credit Liquidity CM Executive Carry, L.P.
|
|
Cayman Islands
|
Apollo Laminates Agent, LLC
|
|
Delaware
|
Apollo Management Asia Pacific Limited
|
|
Hong Kong
|
Apollo ALS Holdings II GP, LLC
|
|
Delaware
|
Apollo Resolution Servicing GP, LLC
|
|
Delaware
|
Apollo Resolution Servicing, L.P.
|
|
Delaware
|
AGRE CMBS Management LLC
|
|
Delaware
|
AGRE CMBS GP LLC
|
|
Delaware
|
Apollo Co-Investors VII (FC-D), L.P.
|
|
Anguilla
|
Apollo Co-Investors VII (DC-D), L.P.
|
|
Delaware
|
Apollo Credit Management (CLO), LLC
|
|
Delaware
|
Apollo Global Securities, LLC
|
|
Delaware
|
Apollo Advisors (Mauritius) Ltd.
|
|
Mauritius
|
AAA Life Re Carry, L.P.
|
|
Cayman Islands
|
AGRE Asia Pacific Management, LLC
|
|
Delaware
|
AGRE NA Management, LLC
|
|
Delaware
|
AGRE Europe Management, LLC
|
|
Delaware
|
AGRE - DCB, LLC
|
|
Delaware
|
Apollo Parallel Partners Administration, LLC
|
|
Delaware
|
Apollo Credit Advisors I, LLC
|
|
Delaware
|
Apollo Credit Management (Senior Loans), LLC
|
|
Delaware
|
Apollo Asian Infrastructure Management, LLC
|
|
Delaware
|
Apollo CKE GP, LLC
|
|
Delaware
|
AGRE NA Legacy Management, LLC
|
|
Delaware
|
AGRE Europe Legacy Management, LLC
|
|
Delaware
|
AGRE Asia Pacific Legacy Management, LLC
|
|
Delaware
|
AGRE GP Holdings, LLC
|
|
Delaware
|
Apollo Gaucho GenPar, Ltd.
|
|
Cayman Islands
|
AP TSL Funding, LLC
|
|
Delaware
|
AGRE-E Legacy Management, LLC
|
|
Delaware
|
Financial Credit I Capital Management, LLC
|
|
Delaware
|
Financial Credit Investment I Manager, LLC
|
|
Delaware
|
AGRE CMBS GP II LLC
|
|
Delaware
|
AGRE CMBS Management II LLC
|
|
Delaware
|
Financial Credit Investment Advisors I, L.P.
|
|
Cayman Islands
|
APH HFA Holdings, L.P.
|
|
Cayman Islands
|
APH HFA Holdings GP, Ltd.
|
|
Cayman Islands
|
AGRE - E2 Legacy Management, LLC
|
|
Delaware
|
AP AOP VII Transfer Holdco, LLC
|
|
Delaware
|
Apollo Credit Management, LLC
|
|
Delaware
|
Apollo Capital Credit Management, LLC
|
|
Delaware
|
Apollo India Credit Opportunity Management, LLC
|
|
Delaware
|
AGRE U.S. Real Estate Advisors, L.P.
|
|
Cayman Islands
|
AGRE U.S. Real Estate Advisors GP, LLC
|
|
Delaware
|
Apollo AGRE USREF Co-Investors (B), LLC
|
|
Delaware
|
CPI Capital Partners Asia Pacific GP Ltd.
|
|
Cayman Islands
|
CPI Capital Partners Europe GP Ltd.
|
|
Cayman Islands
|
CPI European Fund GP LLC
|
|
Delaware
|
CPI European Carried Interest, L.P.
|
|
Cayman Islands
|
CPI NA GP LLC
|
|
Delaware
|
CPI NA Fund GP LP
|
|
Cayman Islands
|
CPI Asia G-Fdr General Partner GmbH
|
|
Germany
|
CPI NA WT Fund GP LP
|
|
Delaware
|
Apollo Administration GP Ltd.
|
|
Cayman Islands
|
Apollo Achilles Co-Invest GP, LLC
|
|
Anguilla
|
Apollo Palmetto HFA Advisors, L.P.
|
|
Delaware
|
ARM Manager, LLC
|
|
Delaware
|
Stanhope Life Advisors, L.P.
|
|
Cayman Islands
|
Greenhouse Holdings, Ltd.
|
|
Cayman Islands
|
Apollo ALST GenPar, Ltd.
|
|
Cayman Islands
|
Apollo Palmetto Athene Advisors, L.P.
|
|
Delaware
|
Apollo ANRP Co-Investors (D), L.P.
|
|
Delaware
|
Apollo Co-Investors VII (NR DC-D), L.P.
|
|
Cayman Islands
|
Apollo Co-Investors VII (NR D), L.P.
|
|
Cayman Islands
|
Apollo Co-Investors VII (NR FC-D), LP
|
|
Anguilla
|
Apollo Co-Investors VII (NR EH-D), LP
|
|
Anguilla
|
APH Holdings, L.P.
|
|
Cayman Islands
|
APH Holdings (DC), L.P.
|
|
Cayman Islands
|
APH Holdings (FC), L.P.
|
|
Cayman Islands
|
Apollo Longevity, LLC
|
|
Delaware
|
Apollo ANRP Capital Management, LLC
|
|
Delaware
|
Apollo ANRP Advisors, L.P.
|
|
Cayman Islands
|
AGRE - CRE Debt Manager, LLC
|
|
Delaware
|
Apollo GSS GP Limited
|
|
Guernsey
|
Apollo ANRP Advisors (IH-GP), LLC
|
|
Anguilla
|
Apollo ANRP Advisors (IH), L.P.
|
|
Cayman Islands
|
Apollo ANRP Co-Investors (IH-D), LP
|
|
Anguilla
|
AGRE Debt Fund I GP, Ltd.
|
|
Cayman Islands
|
Apollo APC Capital Management, LLC
|
|
Anguilla
|
Apollo APC Advisors, L.P.
|
|
Cayman Islands
|
Apollo European Senior Debt Advisors, LLC
|
|
Delaware
|
Apollo European Strategic Advisors GP, LLC
|
|
Delaware
|
Apollo European Strategic Advisors, L.P.
|
|
Cayman Islands
|
Apollo European Strategic Management GP, LLC
|
|
Delaware
|
Apollo European Strategic Management, L.P.
|
|
Delaware
|
Apollo Credit Management (European Senior Debt), LLC
|
|
Delaware
|
Apollo European Senior Debt Management, LLC
|
|
Delaware
|
Apollo Credit Advisors III, LLC
|
|
Delaware
|
Apollo EPF Advisors II, L.P.
|
|
Cayman Islands
|
Apollo EPF Management II GP, LLC
|
|
Delaware
|
Apollo EPF Management II, L.P.
|
|
Delaware
|
Apollo VII TXU Administration, LLC
|
|
Delaware
|
Apollo APC Management, L.P.
|
|
Delaware
|
Apollo APC Management GP, LLC
|
|
Delaware
|
Apollo EPF Co-Investors II (D), L.P.
|
|
Cayman Islands
|
Apollo Executive Carry VII (NR), L.P.
|
|
Cayman Islands
|
Apollo Executive Carry VII (NR APO DC), L.P.
|
|
Cayman Islands
|
Apollo Executive Carry VII (NR APO FC), L.P.
|
|
Cayman Islands
|
Apollo Executive Carry VII (NR EH), L.P.
|
|
Cayman Islands
|
Apollo European Credit Advisors, L.P.
|
|
Cayman Islands
|
Apollo European Credit Advisors GP, LLC
|
|
Delaware
|
Apollo European Credit Management, L.P.
|
|
Delaware
|
Apollo European Credit Management GP, LLC
|
|
Delaware
|
GSAM Apollo Holdings, LLC
|
|
Delaware
|
AGM Incentive Pool, L.P.
|
|
Cayman Islands
|
AGM Marketing Pool, L.P.
|
|
Cayman Islands
|
Apollo Senior Loan Fund Co-Investors (D), L.P.
|
|
Delaware
|
Apollo European Strategic Co-Investors, LLC
|
|
Delaware
|
ST Holdings GP, LLC
|
|
Cayman Islands
|
ST Management Holdings, LLC
|
|
Cayman Islands
|
Apollo European Credit Co-Investors, LLC
|
|
Delaware
|
Gulf Stream Asset Management LLC
|
|
North Carolina
|
Apollo Centre Street Management, LLC
|
|
Delaware
|
Apollo Centre Street Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo Centre Street Advisors (APO DC), L.P.
|
|
Delaware
|
Apollo Centre Street Co-Investors (DC-D), L.P.
|
|
Delaware
|
Apollo Athlon GenPar, Ltd.
|
|
Cayman Islands
|
Apollo SPN Capital Management, LLC
|
|
Anguilla
|
Apollo SPN Advisors, L.P.
|
|
Cayman Islands
|
Apollo SPN Management, LLC
|
|
Delaware
|
Apollo SPN Co-Investors (D), L.P.
|
|
Anguilla
|
Apollo SPN Capital Management (APO FC-GP), LLC
|
|
Anguilla
|
Apollo SPN Advisors (APO FC), L.P.
|
|
Cayman Islands
|
Apollo SPN Co-Investors (FC-D), L.P.
|
|
Anguilla
|
Apollo SPN Capital Management (APO DC-GP), LLC
|
|
Anguilla
|
Apollo SPN Advisors (APO DC), L.P.
|
|
Cayman Islands
|
Apollo SPN Co-Investors (DC-D), L.P.
|
|
Anguilla
|
2012 CMBS-I GP LLC
|
|
Delaware
|
2012 CMBS-I Management LLC
|
|
Delaware
|
Apollo AGRE Prime Co-Investors (D), LLC
|
|
Anguilla
|
Apollo ANRP Advisors (APO FC), L.P.
|
|
Cayman Islands
|
Apollo ANRP Advisors (APO FC-GP), LLC
|
|
Anguilla
|
Apollo ANRP Co-Investors (FC-D), LP
|
|
Anguilla
|
Apollo EPF II Capital Management, LLC
|
|
Marshall Islands
|
ANRP Talos GenPar, Ltd.
|
|
Cayman Islands
|
Apollo Talos GenPar, Ltd.
|
|
Cayman Islands
|
Apollo ANRP Co-Investors (DC-D), L.P.
|
|
Delaware
|
Apollo ANRP Advisors (APO DC), L.P.
|
|
Cayman Islands
|
Apollo ANRP Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo ANRP Fund Administration, LLC
|
|
Delaware
|
Apollo ST Capital LLC
|
|
Delaware
|
Apollo ST Debt Advisors LLC
|
|
Delaware
|
Stone Tower Europe LLC
|
|
Delaware
|
Apollo ST Fund Management LLC
|
|
Delaware
|
Apollo ST Operating LP
|
|
Delaware
|
Apollo ST Structured Credit Recovery Partners II GP LLC
|
|
Delaware
|
Apollo ST Credit Partners GP LLC
|
|
Delaware
|
Apollo ST Credit Strategies GP LLC
|
|
Delaware
|
London Prime Apartments Guernsey Limited
|
|
Guernsey
|
Apollo ST CLO Holdings GP, LLC
|
|
Delaware
|
2012 CMBS-II GP LLC
|
|
Delaware
|
2012 CMBS-II Management LLC
|
|
Delaware
|
2012 CMBS-III GP LLC
|
|
Delaware
|
2012 CMBS-III Management LLC
|
|
Delaware
|
AGRE U.S. Real Estate Advisors Cayman, Ltd.
|
|
Cayman Islands
|
Apollo SK Strategic Management, LLC
|
|
Delaware
|
Apollo SK Strategic Co-Investors (DC-D), LLC
|
|
Marshall Islands
|
Apollo SK Strategic Advisors GP, L.P.
|
|
Cayman Islands
|
Apollo SK Strategic Advisors, LLC
|
|
Anguilla
|
Apollo AION Capital Partners, L.P.
|
|
Cayman Islands
|
EPE Acquisition Holdings, LLC
|
|
Delaware
|
AION Co-Investors (D) Ltd
|
|
Mauritius
|
EPF II Team Carry Plan, L.P.
|
|
Marshall Islands
|
Apollo Credit Management (Senior Loans) II, LLC
|
|
Delaware
|
AGRE Asia Pacific Real Estate Advisors, L.P.
|
|
Cayman Islands
|
Apollo AGRE APREF Co-Investors (D), L.P.
|
|
Cayman Islands
|
AGRE Asia Pacific Real Estate Advisors GP, Ltd.
|
|
Cayman Islands
|
AIF VI Management Pool Investors, L.P.
|
|
Delaware
|
CMP Apollo LLC
|
|
Delaware
|
Verso Paper Investments Management LLC
|
|
Delaware
|
AIM Pool Investors, L.P.
|
|
Delaware
|
Apollo Consumer Credit Advisors, LLC
|
|
Delaware
|
Apollo Consumer Credit Fund, L.P.
|
|
Delaware
|
Apollo Consumer Credit Master Fund, L.P.
|
|
Delaware
|
ANRP EPE GenPar, Ltd.
|
|
Cayman Islands
|
Apollo Credit Income Co-Investors (D) LLC
|
|
Delaware
|
Apollo Credit Income Management LLC
|
|
Delaware
|
AMH Holdings (Cayman), L.P.
|
|
Cayman Islands
|
AMH Holdings GP, Ltd.
|
|
Cayman Islands
|
Apollo BSL Management, LLC
|
|
Delaware
|
Apollo Credit Opportunity Advisors III GP LLC
|
|
Delaware
|
Apollo Credit Opportunity Advisors III LP
|
|
Cayman Islands
|
Apollo Credit Opportunity Co-Investors III (D) LLC
|
|
Delaware
|
Apollo Credit Opportunity Management III LLC
|
|
Delaware
|
Apollo Capital Management VIII, LLC
|
|
Delaware
|
AIF VIII Management, LLC
|
|
Delaware
|
Apollo Advisors VIII, L.P.
|
|
Cayman Islands
|
Apollo Management VIII, L.P.
|
|
Delaware
|
Apollo Fund Administration VIII, LLC
|
|
Delaware
|
Apollo Co-Investors VIII (D), L.P.
|
|
Delaware
|
CAI Strategic European Real Estate Advisors, L.P.
|
|
Marshall Islands
|
CAI Strategic European Real Estate Advisors GP, LLC
|
|
Marshall Islands
|
Apollo Palmetto Athene Management, LLC
|
|
Delaware
|
Apollo Commodities Management, L.P.
|
|
Delaware
|
Apollo Management (AOP) VIII, LLC
|
|
Delaware
|
Apollo Co-Investment Management, LLC
|
|
Delaware
|
Apollo Advisors (MHE), LLC
|
|
Delaware
|
Karpos Investments, LLC
|
|
Marshall Islands
|
Harvest Holdings, LLC
|
|
Marshall Islands
|
Lapithus EPF II Team Carry Plan, L.P.
|
|
Marshall Islands
|
AGRE Europe Co-Invest Management, L.P.
|
|
Marshall Islands
|
AGRE Europe Co-Invest Management GP, LLC
|
|
Marshall Islands
|
AGRE Europe Co-Invest Advisors GP, LLC
|
|
Marshall Islands
|
AGRE Europe Co-Invest Advisors, L.P.
|
|
Marshall Islands
|
Apollo Franklin Management, LLC
|
|
Delaware
|
Apollo Franklin Co-Investors (DC-D), L.P.
|
|
Delaware
|
Apollo Franklin Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo Franklin Advisors (APO DC), L.P.
|
|
Delaware
|
Financial Credit II Capital Management, LLC
|
|
Delaware
|
Financial Credit Investment Advisors II, L.P.
|
|
Cayman Islands
|
Financial Credit Investment II Manager, LLC
|
|
Delaware
|
Delaware Rose GP, L.L.C.
|
|
Delaware
|
Apollo Rose GP, L.P.
|
|
Cayman Islands
|
Apollo Maritime Management, LLC
|
|
Delaware
|
Insight Solutions GP, LLC
|
|
Delaware
|
Athene Investment Analytics LLC
|
|
Delaware
|
Apollo International Management (Canada) ULC
|
|
British Columbia
|
Apollo Royalties Management, LLC
|
|
Delaware
|
Apollo Credit Short Opportunities Management, LLC
|
|
Delaware
|
Apollo Zeus Strategic Advisors, LLC
|
|
Delaware
|
Apollo Zeus Strategic Advisors, L.P.
|
|
Cayman Islands
|
Apollo Zeus Strategic Management, LLC
|
|
Delaware
|
Apollo Zeus Strategic Co-Investors (DC-D), LLC
|
|
Delaware
|
Athene Mortgage Opportunities GP, LLC
|
|
Delaware
|
Apollo ASPL Management, LLC
|
|
Delaware
|
Champ GP, LLC
|
|
Delaware
|
Champ L.P.
|
|
Cayman Islands
|
Champ Luxembourg Holdings S.a r.l.
|
|
Luxembourg
|
AAA Associates (Co-Invest VII GP), Ltd.
|
|
Cayman Islands
|
AAA Associates (Co-Invest VII), L.P.
|
|
Cayman Islands
|
AAM GP Ltd.
|
|
Cayman Islands
|
Apollo Incubator Advisors, LLC
|
|
Delaware
|
Apollo Incubator Management, LLC
|
|
Delaware
|
Apollo Zohar Advisors LLC
|
|
Delaware
|
Apollo EPF Co-Investors II (Euro), L.P.
|
|
Cayman Islands
|
Apollo Structured Credit Recovery Advisors III LLC
|
|
Cayman Islands
|
Apollo Structured Credit Recovery Management III LLC
|
|
Delaware
|
Apollo Emerging Markets, LLC
|
|
Delaware
|
Apollo Structured Credit Recovery Co-Investors III (D), LLC
|
|
Delaware
|
Cyclone Royalties, LLC
|
|
Delaware
|
Apollo PE VIII Director, LLC
|
|
Anguilla
|
Apollo Advisors VIII (EH-GP), Ltd.
|
|
Cayman Islands
|
Apollo Advisors VIII (EH), L.P.
|
|
Cayman Islands
|
Apollo Co-Investors VIII (EH-D), L.P.
|
|
Cayman Islands
|
Apollo Total Return Advisors GP LLC
|
|
Delaware
|
Apollo Total Return Advisors LP
|
|
Cayman Islands
|
Apollo Total Return Management LLC
|
|
Delaware
|
Apollo Total Return Co-Investors (D) GP LLC
|
|
Delaware
|
Apollo Total Return Co-Investors (D) LP
|
|
Delaware
|
Apollo VIII GenPar, Ltd.
|
|
Cayman Islands
|
Apollo Insurance Solutions Group LLC
|
|
Delaware
|
Apollo Advisors VIII (APO DC-GP), LLC
|
|
Delaware
|
Apollo Advisors VIII (APO DC), L.P.
|
|
Cayman Islands
|
Apollo Co-Investors VIII (DC-D), L.P.
|
|
Delaware
|
ALME Loan Funding II Designated Activity Company
|
|
Ireland
|
ALME Loan Funding III Designated Activity Company
|
|
Ireland
|
Apollo Lincoln Private Credit Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo Lincoln Private Credit Management, LLC
|
|
Delaware
|
Apollo Lincoln Fixed Income Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo Lincoln Fixed Income Advisors (APO DC), L.P.
|
|
Delaware
|
Apollo Lincoln Fixed Income Management, LLC
|
|
Delaware
|
Apollo Lincoln Private Credit Advisors (APO DC), L.P.
|
|
Delaware
|
Apollo Lincoln Private Credit Co-Investors (DC-D), L.P.
|
|
Delaware
|
Apollo Emerging Markets Debt Advisors GP LLC
|
|
Delaware
|
Apollo Emerging Markets Debt Advisors LP
|
|
Cayman Islands
|
Apollo Emerging Markets Debt Co-Investors (D) GP LLC
|
|
Delaware
|
Apollo Emerging Markets Debt Co-Investors (D) LP
|
|
Delaware
|
Apollo Emerging Markets Debt Management LLC
|
|
Delaware
|
A-A Mortgage Opportunities Corp.
|
|
Delaware
|
AHL 2014 Investor GP, Ltd.
|
|
Cayman Islands
|
Apollo Europe Management III, LLC
|
|
Delaware
|
Apollo Europe Co-Investors III (D), LLC
|
|
Delaware
|
RWNIH-ALL Advisors, LLC
|
|
Delaware
|
Apollo Europe Capital Management III, LLC
|
|
Delaware
|
Apollo Europe Advisors III, L.P.
|
|
Cayman Islands
|
Apollo HK TMS Investment Holdings GP, LLC
|
|
Delaware
|
Apollo HK TMS Investment Holdings Management, LLC
|
|
Delaware
|
Apollo AION Capital Partners GP, LLC
|
|
Delaware
|
Apollo U.S. Real Estate Advisors GP II, LLC
|
|
Delaware
|
Apollo U.S. Real Estate Advisors II, L.P.
|
|
Cayman Islands
|
Champ II Luxembourg Holdings S.a r.l.
|
|
Luxembourg
|
Apollo Credit Short Opportunities Co-Investors (D), LLC
|
|
Delaware
|
Apollo Jupiter Resources Co-Invest GP, LLC
|
|
Delaware
|
Apollo Emerging Markets Fixed Income Strategies Advisors GP, LLC
|
|
Delaware
|
Apollo Emerging Markets Fixed Income Strategies Management, LLC
|
|
Delaware
|
AES Advisors II GP, LLC
|
|
Delaware
|
AES Advisors II, L.P.
|
|
Cayman Islands
|
AES Co-Investors II, LLC
|
|
Delaware
|
Apollo European Long Short Advisors GP, LLC
|
|
Delaware
|
Apollo European Long Short Management, LLC
|
|
Delaware
|
Apollo NA Management II, LLC
|
|
Delaware
|
Apollo Credit Opportunity Advisors III (APO FC) GP LLC
|
|
Delaware
|
Apollo Credit Opportunity Advisors III (APO FC) LP
|
|
Cayman Islands
|
Apollo USREF Co-Investors II (D), LLC
|
|
Delaware
|
Apollo CIP GenPar, Ltd.
|
|
Cayman Islands
|
Apollo CIP Professionals, L.P.
|
|
Delaware
|
Apollo CIP Partner Pool, L.P.
|
|
Cayman Islands
|
Apollo Credit Opportunity Co-Investors III (FC-D) LLC
|
|
Delaware
|
Apollo Alteri Investments Advisors, L.P.
|
|
Cayman Islands
|
Apollo Alteri Investments Management, Ltd.
|
|
Cayman Islands
|
Apollo Co-Investment Capital Management, LLC
|
|
Delaware
|
Apollo Belenos Management LLC
|
|
Delaware
|
Apollo CIP European SMAs & CLOs, L.P.
|
|
Cayman Islands
|
Apollo CIP Hedge Funds, L.P.
|
|
Cayman Islands
|
Apollo CIP US SMAs, L.P.
|
|
Cayman Islands
|
Apollo CIP Structured Credit, L.P.
|
|
Cayman Islands
|
Apollo CIP Global SMAs, L.P.
|
|
Cayman Islands
|
Apollo Arrowhead Management, LLC
|
|
Delaware
|
Apollo Management Advisors España, S.L.U.
|
|
Spain
|
Apollo Alternative Credit Long Short Management LLC
|
|
Delaware
|
Apollo Alternative Credit Long Short Advisors LLC
|
|
Delaware
|
Apollo Alternative Credit Long Short Fund L.P.
|
|
Delaware
|
APO (FC II), LLC
|
|
Anguilla
|
Apollo Principal Holdings X GP, Ltd.
|
|
Cayman Islands
|
Apollo MidCap Holdings (Cayman) GP, Ltd.
|
|
Cayman Islands
|
Apollo ANRP Capital Management II, LLC
|
|
Delaware
|
Apollo ANRP Advisors II, L.P.
|
|
Cayman Islands
|
Apollo ANRP Co-Investors II (D), L.P.
|
|
Delaware
|
Apollo Principal Holdings X, L.P.
|
|
Cayman Islands
|
Apollo MidCap Holdings (Cayman), L.P.
|
|
Cayman Islands
|
Apollo MidCap Holdings (Cayman) III GP, Ltd.
|
|
Cayman Islands
|
Apollo MidCap Holdings (Cayman) II, L.P.
|
|
Cayman Islands
|
Apollo Energy Opportunity Advisors GP LLC
|
|
Delaware
|
Apollo Energy Opportunity Advisors LP
|
|
Cayman Islands
|
Apollo Energy Opportunity Management, LLC
|
|
Delaware
|
Apollo Energy Opportunity Co-Investors (D), LLC
|
|
Delaware
|
Apollo A-N Credit Advisors (APO FC-GP), LLC
|
|
Delaware
|
Apollo A-N Credit Management, LLC
|
|
Delaware
|
Apollo Energy Yield Co-Investors (D) LLC
|
|
Delaware
|
Apollo RN Credit Management, LLC
|
|
Delaware
|
Apollo MidCap FinCo Feeder GP LLC
|
|
Delaware
|
Apollo Global Funding, LLC
|
|
Delaware
|
Apollo A-N Credit Advisors (APO FC Delaware), L.P.
|
|
Delaware
|
Apollo A-N Credit Co-Investors (FC-D), L.P.
|
|
Delaware
|
Apollo Asset Management Europe LLP
|
|
England and Wales
|
Apollo Principal Holdings XI, LLC
|
|
Anguilla
|
AAME UK CM, LLC
|
|
Anguilla
|
AGRE Hong Kong Management, LLC
|
|
Delaware
|
Venator Real Estate Capital Partners (Hong Kong) Limited
|
|
Hong Kong
|
Venator Investment Management Consulting (Shanghai) Limited
|
|
China
|
Apollo Asia Real Estate Management, LLC
|
|
Delaware
|
Apollo Total Return ERISA Advisors GP LLC
|
|
Delaware
|
Apollo Total Return ERISA Advisors LP
|
|
Delaware
|
Prime Security Services GP, LLC
|
|
Delaware
|
Apollo Tactical Value SPN Capital Management (APO DC-GP), LLC
|
|
Anguilla
|
Apollo Tactical Value SPN Advisors (APO DC), L.P.
|
|
Cayman Islands
|
Apollo Tactical Value SPN Co-Investors (DC-D), L.P.
|
|
Anguilla
|
Apollo Tactical Value SPN Management, LLC
|
|
Delaware
|
Apollo Hercules Management, LLC
|
|
Delaware
|
Apollo Hercules Advisors GP, LLC
|
|
Delaware
|
Apollo Hercules Co-Investors (D), LLC
|
|
Delaware
|
Apollo Hercules Advisors, L.P.
|
|
Cayman Islands
|
Apollo Advisors VIII (APO FC-GP), Ltd.
|
|
Cayman Islands
|
Apollo Advisors VIII (APO FC), L.P.
|
|
Cayman Islands
|
Apollo Co-Investors VIII (FC-D), L.P.
|
|
Cayman Islands
|
Apollo Union Street Advisors, L.P.
|
|
Cayman Islands
|
Apollo Union Street Capital Management, LLC
|
|
Delaware
|
Apollo Union Street Management, LLC
|
|
Delaware
|
Apollo Union Street Co-Investors (D), L.P.
|
|
Delaware
|
Apollo ANRP Co-Investors II (DC-D), L.P.
|
|
Delaware
|
Apollo ANRP Advisors II (APO DC-GP), LLC
|
|
Delaware
|
Apollo ANRP Advisors II (APO DC), L.P.
|
|
Cayman Islands
|
Apollo CIP Global SMAs (FC), L.P.
|
|
Cayman Islands
|
Apollo Structured Credit Recovery Advisors III (APO DC) LLC
|
|
Cayman Islands
|
ANRP II GenPar, Ltd.
|
|
Cayman Islands
|
Financial Credit Investment III Manager, LLC
|
|
Delaware
|
Financial Credit III Capital Management, LLC
|
|
Delaware
|
Financial Credit Investment Advisors III, L.P.
|
|
Cayman Islands
|
Apollo Asset Management Europe PC LLP
|
|
England and Wales
|
Apollo Total Return Enhanced Advisors GP LLC
|
|
Delaware
|
Apollo Total Return Enhanced Advisors LP
|
|
Cayman Islands
|
Apollo Total Return Enhanced Management LLC
|
|
Delaware
|
Apollo Asia Real Estate Advisors GP, LLC
|
|
Delaware
|
Apollo ND Services, LLC
|
|
Delaware
|
Apollo Asia Real Estate Advisors, L.P.
|
|
Cayman Islands
|
Redding Ridge Advisors LLC
|
|
Delaware
|
Apollo Moultrie Capital Management, LLC
|
|
Delaware
|
Apollo Moultrie Credit Fund Advisors, L.P.
|
|
Delaware
|
Apollo Moultrie Credit Fund Management, LLC
|
|
Delaware
|
Apollo Thunder Advisors GP, Ltd.
|
|
Cayman Islands
|
Apollo Thunder Advisors, L.P.
|
|
Cayman Islands
|
Apollo Thunder Co-Investors (D), LLC
|
|
Delaware
|
Apollo Thunder Management, LLC
|
|
Delaware
|
Apollo RRI Management LLC
|
|
Delaware
|
APO MidCap B Holdings, LLC
|
|
Delaware
|
Apollo MidCap B Intermediate Holdings, L.P.
|
|
Cayman Islands
|
Apollo Kings Alley Credit Advisors, L.P.
|
|
Delaware
|
Apollo Kings Alley Credit Capital Management, LLC
|
|
Delaware
|
Apollo Kings Alley Credit Co-Investors (D), L.P.
|
|
Delaware
|
Apollo Kings Alley Credit Fund Management, LLC
|
|
Delaware
|
Apollo Special Situations Advisors, L.P.
|
|
Delaware
|
Apollo Special Situations Advisors GP, LLC
|
|
Delaware
|
Apollo Special Situations Management, LLC
|
|
Delaware
|
Apollo Special Situations Management, L.P.
|
|
Delaware
|
Apollo Special Situations Co-Investors (D), L.P.
|
|
Delaware
|
AP VIII Prime Security Services Management, LLC
|
|
Delaware
|
Apollo Asia Real Estate Co-Investors (FC-D), Ltd.
|
|
Cayman Islands
|
Apollo Investment Management Europe LLP
|
|
England and Wales
|
APO UK (FC), Limited
|
|
England and Wales
|
Apollo SA Management, LLC
|
|
Delaware
|
Apollo EPF III Capital Management, LLC
|
|
Delaware
|
Apollo EPF Management III, LLC
|
|
Delaware
|
Apollo EPF Advisors III, L.P.
|
|
Cayman Islands
|
EPE Debt Co-Investors GP, LLC
|
|
Delaware
|
ACF Europe Management, LLC
|
|
Delaware
|
Apollo Accord Advisors, LLC
|
|
Delaware
|
Apollo Accord Management, LLC
|
|
Delaware
|
AP Special Sits Lowell Holdings GP, LLC
|
|
Delaware
|
Apollo Investment Consulting Europe Ltd.
|
|
England and Wales
|
CTM Aircraft Investors GP, Ltd.
|
|
Cayman Islands
|
Apollo Socrates Co-Invest GP, LLC
|
|
Delaware
|
AP Dakota Co-Invest GP, LLC
|
|
Delaware
|
Apollo Special Situations Advisors (IH-GP), Ltd.
|
|
Cayman Islands
|
Apollo Special Situations Advisors (IH), L.P.
|
|
Cayman Islands
|
Lowell GP, LLC
|
|
Delaware
|
Apollo Global Carry Pool GP, LLC
|
|
Delaware
|
Apollo Global Carry Pool Aggregator, L.P.
|
|
Cayman Islands
|
Apollo Global Carry Pool Intermediate, L.P.
|
|
Cayman Islands
|
Apollo Global Carry Pool Intermediate (DC), L.P.
|
|
Cayman Islands
|
Apollo Global Carry Pool Intermediate (FC), L.P.
|
|
Cayman Islands
|
Apollo Global Carry Pool GP, LLC with respect to Series A
|
|
Delaware
|
Apollo Global Carry Pool GP, LLC with respect to Series I
|
|
Delaware
|
Apollo Global Carry Pool GP, LLC with respect to Series I (FC)
|
|
Delaware
|
Apollo Global Carry Pool GP, LLC with respect to Series I (DC)
|
|
Delaware
|
Apollo Special Sits Director, LLC
|
|
Anguilla
|
Apollo Special Situations Co-Investors (IH-D), L.P.
|
|
Cayman Islands
|
Apollo Energy Opportunity Advisors (APO DC) GP LLC
|
|
Delaware
|
Apollo Energy Opportunity Advisors (APO DC) LP
|
|
Cayman Islands
|
Apollo Energy Opportunity Co-Investors (DC-D) LLC
|
|
Delaware
|
Apollo ANRP Advisors II (IH-GP), LLC
|
|
Cayman Islands
|
Apollo ANRP Advisors II (IH), L.P.
|
|
Cayman Islands
|
Apollo ANRP Co-Investors II (IH-D), L.P.
|
|
Cayman Islands
|
AP Inception Co-Invest GP, LLC
|
|
Delaware
|
Apollo Hercules AIV Advisors GP, LLC
|
|
Delaware
|
Apollo Hercules AIV Co-Investors (D), LLC
|
|
Delaware
|
Apollo Jupiter Resources Co-Invest GP, ULC
|
|
British Columbia
|
AP ARX Co-Invest GP, LLC
|
|
Cayman Islands
|
Apollo Atlas Advisors (APO FC-GP), LLC
|
|
Cayman Islands
|
Apollo Atlas Advisors (APO FC), L.P.
|
|
Cayman Islands
|
Apollo Atlas Management, LLC
|
|
Delaware
|
Apollo Tower Credit Advisors, LLC
|
|
Delaware
|
Apollo Tower Credit Co-Investors (DE FC-D), L.P.
|
|
Delaware
|
Apollo Tower Credit Management, LLC
|
|
Delaware
|
Apollo EPF Co-Investors III (D), L.P.
|
|
Cayman Islands
|
Apollo CIP Hedge Funds (FC), L.P.
|
|
Cayman Islands
|
Apollo Accord Co-Investors (D), L.P.
|
|
Delaware
|
Apollo Asia Sprint Co-Investment Advisors, L.P.
|
|
Cayman Islands
|
Apollo Capital Management IX, LLC
|
|
Delaware
|
Apollo Advisors IX, L.P.
|
|
Cayman Islands
|
AIF IX Management, LLC
|
|
Delaware
|
Apollo Management IX, L.P.
|
|
Delaware
|
Apollo Fund Administration IX, LLC
|
|
Delaware
|
Apollo Co-Investors IX (D), L.P.
|
|
Delaware
|
Apollo Overseas Partners (Lux) IX GP, S.a r.l.
|
|
Luxembourg
|
Apollo Management (AOP) IX, LLC
|
|
Delaware
|
Apollo Principal Holdings XII GP, LLC
|
|
Cayman Islands
|
Apollo Principal Holdings XII, L.P.
|
|
Cayman Islands
|
APO (FC III), LLC
|
|
Cayman Islands
|
Apollo Union Street SPV Advisors, LLC
|
|
Delaware
|
Apollo Union Street SPV Co-Investors (D), L.P.
|
|
Delaware
|
Wolfcamp Co-Investors GP, LLC
|
|
Delaware
|
Apollo/Cavenham EMA Management II, LLC
|
|
Delaware
|
Apollo/Cavenham EMA Advisors II, L.P.
|
|
Cayman Islands
|
Apollo/Cavenham EMA Capital Management II, LLC
|
|
Cayman Islands
|
Apollo ST Advisors, LLC
|
|
Cayman Islands
|
Apollo Structured Credit Recovery Management IV LLC
|
|
Delaware
|
Apollo Structured Credit Recovery Advisors IV LLC
|
|
Delaware
|
Apollo TRF CM Management, LLC
|
|
Delaware
|
AP VIII Olympus VoteCo, LLC
|
|
Delaware
|
Apollo KP Management, LLC
|
|
Delaware
|
Apollo TRF MP Management, LLC
|
|
Delaware
|
ALM Funding Ltd.
|
|
Cayman Islands
|
Apollo Asia Real Estate AAC Advisors, L.P.
|
|
Cayman Islands
|
AP-CB Servicer, LLC
|
|
Delaware
|
Apollo IP Holdings, LLC
|
|
Delaware
|
Athene Momentum Investment Advisors, L.P.
|
|
Delaware
|
Athene Momentum Investment Advisors GP, LLC
|
|
Delaware
|
Apollo Olympus Co-Invest GP, LLC
|
|
Delaware
|
Apollo Management Hong Kong Limited
|
|
Hong Kong
|
Apollo Multi-Credit Fund GP (Lux) S.a r.l.
|
|
Luxembourg
|
Apollo Structured Credit Recovery Co-Investors IV (D) LLC
|
|
Delaware
|
Apollo Delos Investments Management, LLC
|
|
Delaware
|
Apollo AGER Co-Investors Management, LLC
|
|
Cayman Islands
|
Apollo Delos Investments Advisors, S.a r.l.
|
|
Luxembourg
|
Apollo Credit Management International Limited
|
|
England and Wales
|
Apollo Socrates Global Co-Invest GP, LLC
|
|
Cayman Islands
|
Apollo Athora Advisors, L.P.
|
|
Cayman Islands
|
Apollo Athora Advisors GP, LLC
|
|
Delaware
|
Apollo Kings Alley Credit Advisors (DC-GP), LLC
|
|
Delaware
|
Apollo HD Advisors GP, LLC
|
|
Cayman Islands
|
Apollo HD Advisors, L.P.
|
|
Cayman Islands
|
Apollo HD Management GP, LLC
|
|
Delaware
|
Apollo HD Management, L.P.
|
|
Delaware
|
Apollo Oasis Management, LLC
|
|
Delaware
|
Apollo SB Advisors, LLC
|
|
Cayman Islands
|
Harvest Holdings II GP, LLC
|
|
Cayman Islands
|
Harvest Holdings II (V), L.P.
|
|
Cayman Islands
|
Harvest Holdings II (C), L.P.
|
|
Cayman Islands
|
Karpos Investments II (C), L.P.
|
|
Cayman Islands
|
Karpos Investments II (V), L.P.
|
|
Cayman Islands
|
AIM (P2) Anguilla, LLC
|
|
Anguilla
|
Apollo EPF Advisors III (APO DC), L.P.
|
|
Cayman Islands
|
Apollo EPF II Capital Management (APO DC-GP), LLC
|
|
Cayman Islands
|
Apollo EPF III Capital Management (APO DC-GP), LLC
|
|
Cayman Islands
|
Apollo Kings Alley Credit Advisors (DC), L.P.
|
|
Delaware
|
Lapithus EPF II Team Carry Plan (APO DC), L.P.
|
|
Cayman Islands
|
EPF II Team Carry Plan (APO DC), L.P.
|
|
Cayman Islands
|
Apollo EPF Advisors II (APO DC), L.P.
|
|
Cayman Islands
|
Apollo AION Capital Partners (APO DC), L.P.
|
|
Delaware
|
Apollo Asia Real Estate Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo AION Capital Partners (APO DC-GP), LLC
|
|
Delaware
|
Apollo Asia Real Estate Advisors (APO DC), L.P.
|
|
Delaware
|
Apollo Special Situations Advisors (APO DC), L.P.
|
|
Delaware
|
Apollo Special Situations Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo Hybrid Value Management GP, LLC
|
|
Delaware
|
Apollo Hybrid Value Management, L.P.
|
|
Delaware
|
Apollo HVF Co-Investors (D), L.P.
|
|
Delaware
|
Apollo Hybrid Value Advisors, L.P.
|
|
Cayman Islands
|
Apollo Hybrid Value Capital Management, LLC
|
|
Delaware
|
APO Corp (Holdings Parent), L.P.
|
|
Delaware
|
APO Corp Holdings (2P DC), Inc.
|
|
Delaware
|
AP ZWP Holdings LLC
|
|
Delaware
|
Apollo Converse Holdings GP, LLC
|
|
Delaware
|
Apollo Accord Advisors II, L.P.
|
|
Cayman Islands
|
Apollo Accord Advisors GP II, LLC
|
|
Cayman Islands
|
Apollo Accord Co-Investors II (D), L.P.
|
|
Delaware
|
Apollo Accord Management II, LLC
|
|
Delaware
|
Apollo Net Lease Co., LLC
|
|
Delaware
|
Apollo Advisors IX (EH-GP), LLC
|
|
Cayman Islands
|
Apollo Advisors IX (EH), L.P.
|
|
Cayman Islands
|
Apollo Hybrid Value Overseas Partners (Lux) GP, S.a r.l.
|
|
Luxembourg
|
ACE Credit Advisors GP, LLC
|
|
Cayman Islands
|
ACE Credit Advisors, LP
|
|
Cayman Islands
|
ACE Credit Management, LLC
|
|
Delaware
|
Apollo Converse Co-Investors, LLC
|
|
Delaware
|
AAM Holdings, L.P.
|
|
Cayman Islands
|
Apollo Asia Link Coinvestment Advisors, L.P.
|
|
Cayman Islands
|
Apollo Oasis Advisors GP, LLC
|
|
Cayman Islands
|
Apollo Oasis Advisors, L.P.
|
|
Cayman Islands
|
AA Direct GP, LLC
|
|
Delaware
|
BlueWater SM LLC
|
|
Delaware
|
Apollo Capital Efficient Advisors, LLC
|
|
Delaware
|
Apollo Capital Efficient Co-Investors (D), L.P.
|
|
Delaware
|
VA Capital Management CIV GP, LLC
|
|
Delaware
|
Apollo AJB Management, LLC
|
|
Delaware
|
Apollo Hybrid Value Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo Hybrid Value Advisors (APO DC), L.P.
|
|
Cayman Islands
|
AGRE U.S. Senior Living Advisors, L.P.
|
|
Cayman Islands
|
AGRE U.S. Senior Living Management, LLC
|
|
Delaware
|
Elbow Re Ltd.
|
|
Bermuda
|
Apollo Asia Hurstville Co-Investment Advisors L.P.
|
|
Cayman Islands
|
Apollo Tower Credit Advisors (DC-GP), LLC
|
|
Cayman Islands
|
Apollo Tower Credit Advisors (DC), L.P.
|
|
Cayman Islands
|
Apollo ANRP Management III, LLC
|
|
Delaware
|
Financial Credit IV Capital Management, LLC
|
|
Cayman Islands
|
Apollo ANRP Capital Management III, LLC
|
|
Cayman Islands
|
Apollo ANRP Advisors III, L.P.
|
|
Cayman Islands
|
Financial Credit Investment Advisors IV, L.P.
|
|
Cayman Islands
|
Financial Credit Investment IV Manager, LLC
|
|
Delaware
|
Apollo ANRP Co-Investors III (D), L.P
|
|
Delaware
|
Apollo HVF Co-Investors (DC-D), L.P.
|
|
Delaware
|
Apollo Natural Resources Partners (Lux) III GP, S.a r.l.
|
|
Luxembourg
|
Apollo Hybrid Value Advisors (APO FC-GP), LLC
|
|
Delaware
|
Apollo Hybrid Value Advisors (APO FC), L.P.
|
|
Cayman Islands
|
Apollo Management Japan Limited
|
|
Hong Kong
|
Apollo Advisors IX (EH), S.a r.l.
|
|
Luxembourg
|
Apollo International Management (India), LLC
|
|
Delaware
|
Apollo IPF Advisors, LLC
|
|
Cayman Islands
|
Apollo IPF Real Estate Management, LLC
|
|
Delaware
|
Apollo ADIP (Lux) GP, S.a r.l.
|
|
Luxembourg
|
Apollo DSB Co-Invest GP, LLC
|
|
Delaware
|
Apollo Tail Convexity Advisors, LLC
|
|
Cayman Islands
|
Apollo Tail Convexity Management, LLC
|
|
Delaware
|
Apollo Co-Investors IX (EH/IH-D), L.P.
|
|
Cayman Islands
|
Apollo European Middle Market Private Debt Management, LLC
|
|
Delaware
|
Apollo Athene Strategic Partnership Advisors, LLC
|
|
Cayman Islands
|
Avalon Acquisition, LLC
|
|
Cayman Islands
|
Apollo CERPI Management LLC
|
|
Delaware
|
Apollo Infra Equity Advisors (APO DC), L.P.
|
|
Cayman Islands
|
Apollo Infra Equity Advisors (APO DC-GP), LLC
|
|
Delaware
|
Apollo Infra Equity Advisors (IH), L.P.
|
|
Cayman Islands
|
Apollo Infra Equity Advisors (IH-GP), LLC
|
|
Delaware
|
Apollo Infra Equity Management GP, LLC
|
|
Delaware
|
Apollo Infra Equity Management L.P.
|
|
Delaware
|
Apollo India Services LLP
|
|
India
|
Apollo Rose II (I), L.P.
|
|
Cayman Islands
|
FCI Co-Investors IV (D), L.P.
|
|
Cayman Islands
|
Apollo ANRP Co-Investors III (DC-D), L.P.
|
|
Delaware
|
Apollo ANRP Advisors III (P1 APO DC-GP), LLC
|
|
Cayman Islands
|
Apollo ANRP Advisors III (P1 APO DC), L.P.
|
|
Cayman Islands
|
Apollo ANRP Advisors III (P2), L.P.
|
|
Cayman Islands
|
Apollo Infra Equity Co-Investors (D), L.P.
|
|
Delaware
|
Apollo Advisors Highlands Co-Invest GP, LLC
|
|
Delaware
|
AP Elbow Co-Invest GP, LLC
|
|
Cayman Islands
|
Apollo Infra Equity Co-Investors (IH-D), L.P.
|
|
Delaware
|
Apollo Infra Equity Advisors (APO DC UT), L.P.
|
|
Cayman Islands
|
Apollo Infra Equity Advisors (IH UT), L.P.
|
|
Cayman Islands
|
AP IX Titan Holdings GP, LLC
|
|
Delaware
|
MMJV LLC
|
|
Cayman Islands
|
RRH Asset Management CIV GP, LLC
|
|
Delaware
|
Apollo Investment Management Europe (Luxembourg) S.a r.l.
|
|
Luxembourg
|
Apollo Accord Management III, LLC
|
|
Delaware
|
Apollo Accord Advisors III, L.P.
|
|
Cayman Islands
|
Apollo Accord Advisors GP III, LLC
|
|
Cayman Islands
|
Apollo ADIP Capital Management, LLC
|
|
Cayman Islands
|
Apollo ADIP Advisors, L.P.
|
|
Cayman Islands
|
Apollo ADIP Management, LLC
|
|
Delaware
|
Apollo Revolver Management GP, LLC
|
|
Delaware
|
Apollo Revolver Management, L.P.
|
|
Delaware
|
Apollo ADIP Co-Investors (D), L.P.
|
|
Cayman Islands
|
Apollo Alamo GP, LLC
|
|
Cayman Islands
|
Apollo Alamo Co-Investors (D), L.P.
|
|
Cayman Islands
|
Apollo European MMPDF (B) Cayman GP, LLC
|
|
Cayman Islands
|
Bonneville Holdings Delaware GP, LLC
|
|
Delaware
|
Apollo Revolver Capital Management, LLC
|
|
Cayman Islands
|
Apollo Revolver Advisors, L.P.
|
|
Cayman Islands
|
AP IX Acme Holdings GP, LLC
|
|
Delaware
|
Apollo Acme Co-Invest GP, LLC
|
|
Delaware
|
AP IX (PMC) VoteCo, LLC
|
|
Delaware
|
AP Kent Advisors GP, LLC
|
|
Cayman Islands
|
AP Kent Advisors, L.P.
|
|
Cayman Islands
|
AP Kent Management, LLC
|
|
Delaware
|
AGRE Florida Retail Advisors LLC
|
|
Cayman Islands
|
AP Bonneville Advisors, LLC
|
|
Cayman Islands
|
AP Drive Advisors, LLC
|
|
Delaware
|
Apollo Structured Credit Recovery Advisors IV (APO DC) LLC
|
|
Delaware
|
AP IX First Street Holdings GP, LLC
|
|
Delaware
|
Apollo AION II Capital Partners GP, LLC
|
|
Delaware
|
Apollo AION II Capital Partners, L.P.
|
|
Cayman Islands
|
AION Capital Partners II (Lux) GP, S.a r.l.
|
|
Luxembourg
|
Apollo Chiron Advisors GP, LLC
|
|
Cayman Islands
|
Apollo Chiron Advisors, L.P.
|
|
Cayman Islands
|
Apollo Chiron Management, LLC
|
|
Delaware
|
AMH Servicing, LLC
|
|
Delaware
|
APH Funding 1, LLC
|
|
Cayman Islands
|
APH Funding 2, LLC
|
|
Cayman Islands
|
APH Funding 3, LLC
|
|
Cayman Islands
|
APH Finance 1, LLC
|
|
Delaware
|
APH Finance 2, LLC
|
|
Delaware
|
APH Finance 3, LLC
|
|
Delaware
|
Apollo U.S. Real Estate Advisors GP III, LLC
|
|
Cayman Islands
|
Apollo Navigator Capital Management I, LLC
|
|
Cayman Islands
|
Apollo Navigator Management I, LLC
|
|
Delaware
|
Apollo Navigator Advisors I, L.P.
|
|
Cayman Islands
|
Apollo Navigator Co-Investors I (D), L.P.
|
|
Cayman Islands
|
Apollo Accord Co-Investors III (D), L.P.
|
|
Delaware
|
Apollo WCH Management, LLC
|
|
Delaware
|
AP Partnership Representative, LLC
|
|
Delaware
|
Apollo Alteri Investments Advisors II, S.a r.l.
|
|
Luxembourg
|
Apollo PPF Advisors GP, LLC
|
|
Cayman Islands
|
Apollo PPF Advisors, L.P.
|
|
Cayman Islands
|
Apollo PPF Co-investors (FC-D), L.P.
|
|
Cayman Islands
|
Apollo PPF Credit Management, LLC
|
|
Delaware
|
Apollo PPF (Lux) GP, S.a r.l.
|
|
Luxembourg
|
Apollo Navigator Co-Investors I (DC-D), L.P.
|
|
Delaware
|
Apollo Navigator Advisors I (APO DC-GP), LLC
|
|
Cayman Islands
|
Apollo Navigator Advisors I (APO DC), L.P.
|
|
Cayman Islands
|
Apollo Royalties Management I, LLC
|
|
Delaware
|
Apollo Royalties Advisors I, L.P.
|
|
Delaware
|
Apollo Royalties Advisors I GP, LLC
|
|
Delaware
|
Apollo Revolver Co-Investors (D), L.P.
|
|
Cayman Islands
|
AP IX GenPar, LLC
|
|
Cayman Islands
|
Apollo Chiron Credit Co-Investors (D), L.P.
|
|
Cayman Islands
|
PK Air Finance France SAS
|
|
France
|
Apollo PK Air Management (CLO) GP LLC
|
|
Delaware
|
Apollo PK Air Management (CLO) LP
|
|
Delaware
|
PK AirFinance Japan G.K.
|
|
Japan
|
PK AirFinance US, LLC
|
|
Delaware
|
Apollo PK Japan G.K.
|
|
Japan
|
Apollo Infrastructure Opportunities Fund II (Lux) GP, S.a r.l.
|
|
Luxembourg
|
Apollo Infrastructure Opportunities Advisors II GP, LLC
|
|
Delaware
|
Apollo Infrastructure Opportunities Advisors II, L.P.
|
|
Cayman Islands
|
Apollo Infrastructure Opportunities II Co-Investors (D), L.P.
|
|
Delaware
|
Apollo Infrastructure Opportunities Management II GP, LLC
|
|
Delaware
|
Apollo Infrastructure Opportunities Management II, L.P.
|
|
Delaware
|
Apollo USREF Co-Investors III (D), L.P.
|
|
Delaware
|
AION Capital Management II Limited
|
|
Mauritius
|
AP EPF III Helix Co-Invest GP, LLC
|
|
Cayman Islands
|
ANRP III GenPar, Ltd.
|
|
Cayman Islands
|
PK AIR 1 GP LLC
|
|
Delaware
|
Apollo MidCap Holdings (Cayman) III, L.P.
|
|
Cayman Islands
|
Apollo FIG Carry Pool Aggregator, L.P.
|
|
Cayman Islands
|
Apollo FIG Carry Pool Intermediate (FC), L.P.
|
|
Cayman Islands
|
Apollo FIG Carry Pool Intermediate, L.P.
|
|
Cayman Islands
|
Apollo FIG Carry Pool Aggregator GP, LLC
|
|
Delaware
|
• Registration Statement No. 333-232284 on Form S-3ASR
• Registration Statement No. 333-232282 on Form S-3ASR
• Registration Statement No. 333-232277 on Form S-3ASR
• Registration Statement No. 333-232797 on Form S-8
• Registration Statement No. 333-173161 on Form S-8
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1.
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I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of Apollo Global Management, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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5.
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The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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/s/ Leon Black
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Leon Black
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of Apollo Global Management, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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5.
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The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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/s/ Martin Kelly
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Martin Kelly
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Chief Financial Officer and Co-Chief Operating Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Leon Black
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Leon Black
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Chief Executive Officer
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*
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The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Martin Kelly
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Martin Kelly
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Chief Financial Officer and Co-Chief Operating Officer
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*
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The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
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