UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Operating Agreement
On February 28, 2025, Apollo Asset Backed Credit Company LLC (the “Company”) entered into a Third Amended and Restated Operating Agreement (the “Third A&R Operating Agreement”) with Apollo Manager, LLC (the “Manager”), which amended and restated the Company’s Second Amended and Restated Operating Agreement, dated as of October 25, 2024. The amendment and restatement effects certain changes, including the addition of BD Shares and certain updates to the terms with respect to the T-S Shares, T-I Shares, P-S Shares and P-I Shares (which shares and updates are described further in Item 5.03 of this Current Report on Form 8-K).
The Manager is a wholly-owned subsidiary of Apollo Asset Management, Inc. (together with its subsidiaries, “Apollo”) and an affiliate of the Company.
The foregoing summary description of the Third A&R Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the Third A&R Operating Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Dealer Manager Agreement
On February 28, 2025, the Company entered into a Third Amended and Restated Dealer Manager Agreement (“Third A&R Dealer Manager Agreement”) with Apollo Global Securities, LLC (the “Dealer Manager”), an affiliate of Apollo and the Company, to account for the authorization and the addition of BD Shares (which shares are described further in Item 5.03 of this Current Report on Form 8-K).
The foregoing summary description of the Third A&R Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the Third A&R Dealer Manager Agreement, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
On February 28, 2025, the Company executed its Fourth Amended and Restated Limited Liability Company Agreement (the “Fourth A&R LLCA”), which amended and restated the Company’s Third Amended and Restated Limited Liability Company Agreement, dated as of October 25, 2024.
The amendment and restatement effects certain changes, including the addition of BD Shares, as described in further detail below.
BD Shares
BD Shares are being offered to select investors of the Apollo Asset Backed Credit Company LLC - Series II, a registered series of the Company (“BD Investors”) as determined in the sole discretion of the Company or the Dealer Manager.
BD Shares have equal rights and privileges with the Company’s S Shares, I Shares, T-S Shares, T-I Shares, P-S Shares, P-I Shares, F-S Shares, F-I Shares, A-I Shares, A-II Shares and E Shares, except that S Shares, F-S Shares, P-S Shares and T-S Shares pay a sales load, may be subject to a dealer manager fee, and pay an annual distribution fee and a shareholder servicing fee; I Shares, F-I Shares, A-I Shares, A-II Shares, E Shares, P-I Shares, T-I Shares and BD Shares do not pay a sales load, dealer manager fees or distribution fees or servicing fees; and as compared to the aforementioned share types, T-S Shares, T-I Shares, P-S Shares, P-I Shares, F-S Shares, F-I Shares, BD Shares, A-I Shares, A-II Shares and E Shares pay a lower or no management fee, as applicable
BD Shares pay a lower management fee rate insofar as BD Shares will not be subject to a management fee through October 31, 2025, and thereafter, will be subject to the same management fee as S Shares and I Shares.
Holders of the BD Shares are not entitled to nominate, remove or participate in the appointment of directors of the Company.
T-S and T-I Shares
The T-S and T-I Shares will not be subject to a management fee through October 31, 2025, and thereafter, will be subject to the same management fee as S Shares and I Shares.
P-S and P-I Shares
The P-S and P-I Shares will not be subject to a management fee through October 31, 2025, and thereafter, will be subject to the same management fee as S Shares and I Shares.
The foregoing summary description of the Fourth A&R LLCA does not purport to be complete and is qualified in its entirety by reference to the Fourth A&R LLCA, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 8.01 | Other Events. |
On February 28, 2025, the Company amended and restated the existing Second Amended and Restated Share Repurchase Plan, dated October 25, 2024 (as amended and restated, the “Third A&R Share Repurchase Plan”) to reflect the addition of BD Shares.
The foregoing summary description of the Third A&R Share Repurchase Plan does not purport to be complete and is qualified in its entirety by reference to the Third A&R Share Repurchase Plan, a copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Fourth Amended and Restated Limited Liability Company Agreement | |
| 10.1 | Third Amended and Restated Operating Agreement | |
| 10.2 | Third Amended and Restated Dealer Manager Agreement | |
| 10.3 | Third Amended and Restated Share Repurchase Plan | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 28, 2025
| APOLLO ASSET BACKED CREDIT COMPANY LLC | ||
| By: | /s/ Robert Rossitto | |
| Name: | Robert Rossitto | |
| Title: | Chief Financial Officer | |