UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On November 23, 2020, Apollo Management Holdings, L.P., as borrower (the “Borrower”), entered into a new credit agreement (as amended, supplemented or otherwise modified from time to time, the “AMH Credit Facility”) with the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent for the lenders.
The AMH Credit Facility refinances that certain Credit Agreement, dated as of July 11, 2018, among Apollo Management Holdings, L.P., as the borrower, the affiliates of Apollo Management Holdings, L.P. party thereto, as guarantors, the lenders party thereto, the issuing banks party thereto and Citibank, N.A., as administrative agent, as such Credit Agreement was in effect immediately prior to the closing date (as amended, supplemented or otherwise modified, the “2018 Credit Facility”).
The AMH Credit Facility provides for a $750 million revolving credit facility to the Borrower with a final maturity date of November 23, 2025. In addition, the Borrower may incur incremental facilities in respect of the AMH Credit Facility in an aggregate amount not to exceed $250 million plus additional amounts so long as the Borrower is in compliance with a maximum net leverage ratio. The AMH Credit Facility does not require any scheduled amortization payments or other mandatory prepayments (except with respect to overadvances on the AMH Credit Facility) prior to the final maturity date, and the Borrower may prepay the loans and/or terminate or reduce the revolving commitments under the AMH Credit Facility at any time without penalty.
The AMH Credit Facility is guaranteed by Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, Apollo Principal Holdings XII, L.P., AMH Holdings (Cayman), L.P., Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., ST Holdings GP, LLC, ST Management Holdings, LLC, and AAA Holdings, L.P. and each other material operating group entity that owns or controls any of Apollo Global Management, Inc.’s (“AGM”) core businesses. The AMH Credit Facility contains affirmative and negative covenants (subject to certain exceptions and baskets) which limit the ability of the Borrower, the guarantors and certain of their subsidiaries to, among other things, create liens. Additionally, the AMH Credit Facility contains financial covenants which require the Borrower and its subsidiaries to maintain a minimum level of fee-generating assets under management and a maximum total net leverage ratio. The AMH Credit Facility also contains customary events of default, including events of default arising from non-payment, material misrepresentations, breaches of covenants, cross default to material indebtedness, bankruptcy and changes in control of AGM.
As of the closing date, the AMH Credit Facility was undrawn. The interest rate on the AMH Credit Facility as of the closing date was based on adjusted LIBOR and the applicable margin was 1.00%. The undrawn revolving commitment fee was 0.09% as of the closing date. Borrowings under the AMH Credit Facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. The 2018 Credit Facility and all related loan documents were terminated as of the closing date.
The description of the AMH Credit Facility is qualified in its entirety by reference to the text of the AMH Credit Facility, which will be filed with the next periodic report of AGM.
Item 1.02. Termination of a Material Definitive Agreement.
The information provided in Item 1.01 of this Form 8-K concerning the termination of the 2018 Credit Facility is hereby incorporated into this Item 1.02. A description of the 2018 Credit Facility is set forth in AGM’s Annual Report on Form 10-K filed on February 21, 2020.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
SIGNATURES
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 Global Management, Inc. | |||
| Date: November 23, 2020 | By: | /s/ John J. Suydam | |
| Name: John J. Suydam | |||
| Title: Chief Legal Officer | |||
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