false0001837532 0001837532 2024-09-16 2024-09-16
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 16, 2024
 
 
Apollo Debt Solutions BDC
(Exact name of Registrant as specified in its charter)
 
 
 
Delaware
 
814-01424
 
86-1950548
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
9 West 57th Street
New York, New York
 
10019
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (212) 515-3200
Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 

Item 8.01.
Other E
ven
ts.
On September 16, 2024, Apollo Debt Solutions BDC (the “
Fund
”) priced an offering of an additional $350 million in aggregate principal amount of its 6.900% notes due 2029 (the “
New
Notes
”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “
Securities Act
”), and to certain
non-U.S.
persons outside the United States pursuant to Regulation S under the Securities Act. The New Notes will mature on April 13, 2029 and may be redeemed in whole or in part at the Fund’s option at any time at par value plus a “make-whole” premium. The offering is expected to close on September 19, 2024, subject to customary closing conditions.
The New Notes will constitute “Additional Notes” under the First Supplemental Indenture, dated March 21, 2024 (the “
First Supplemental Indenture
”), which supplements that certain Base Indenture, dated as of March 21, 2024 (as may be further amended, supplemented or otherwise modified from time to time, the “
Base Indenture
”), dated as of March 21, 2024, governing the previously issued $650 million in aggregate principal amount of 6.900% senior secured notes due 2029 (together with the New Notes, the “
Notes
”).
The Fund expects to use the net proceeds of the offering for general corporate purposes of the Fund and the Fund’s subsidiaries a
n
d/or to repay indebtedness, including under the Fund’s revolving credit facility.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words, or the negatives thereof. These may include financial projections and estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, and statements regarding future performance. Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. The Fund believes these factors include, but are not limited to, those described under the section entitled “Item 1A. Risk Factors” in the Fund’s most recent annual report on Form
10-K,
including any updates in its quarterly reports on Form
10-Q,
which annual and quarterly reports are accessible on the U.S. Securities and Exchange Commission’s website at
www.sec.gov
. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Fund’s prospectus and other filings. Except as otherwise required by federal securities laws, the Fund undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    APOLLO DEBT SOLUTIONS BDC
Date: September 16, 2024    
By:
Name:
Title:
 
/s/ Kristin Hester
Kristin Hester
Chief Legal Officer and Secretary