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
November 8, 2015
Date of Report (Date of earliest event reported)
Apollo Global
Management, LLC
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-35107 |
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20-8880053 |
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Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
9 West 57th Street, 43rd Floor
New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 515-3200
(Registrant’s telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 |
Entry into a Material Definitive Agreement |
On November 8, 2015, Apollo Management Holdings, L.P.
(“Apollo Management”), a subsidiary of Apollo Global Management, LLC (“Apollo”), entered into an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”) with RCS Capital Corporation
(“RCAP”) and RCS Capital Holdings, LLC (“RCS Holdings”) that amended and restated the Membership Interest Purchase Agreement (the “Original MIPA”), dated as of August 6, 2015, by and among Apollo Management, RCAP
and RCS Holdings. The transactions contemplated by the Original MIPA were described in Apollo’s Current Report on Form 8-K filed on August 11, 2015.
Pursuant to the terms and conditions of the Amended MIPA, RCAP will sell its wholesale distribution business, including Realty Capital Securities, LLC and
Strategic Capital Management Holdings, LLC (“Strategic Capital”), to Apollo Management for an aggregate of $6 million in cash, subject to certain purchase price adjustments (the “Amended Wholesale Transaction”). RCAP’s
transfer agent, American National Stock Transfer, LLC, which would have been acquired pursuant to the terms and conditions of the Original MIPA, will not be part of the Amended Wholesale Transaction. The Amended Wholesale Transaction will no longer
be conditioned on the completion of a transaction between Apollo and certain affiliates of AR Capital, LLC (“AR Capital”).
The Amended MIPA
contains various representations, warranties, covenants and indemnification obligations of the parties, including, among others, covenants pertaining to operation of the acquired businesses during the period between the execution of the Amended MIPA
and the completion of the Amended Wholesale Transaction and the obligations of the parties to seek third party and regulatory approvals required for the Amended Wholesale Transaction.
Completion of the Amended Wholesale Transaction is subject to certain closing conditions, including, among others, the approval of the Financial Industry
Regulatory Authority. The Amended Wholesale Transaction is expected to be completed early in the first quarter of 2016, and in the case of Strategic Capital, may be consummated at a later date subject to satisfaction of applicable closing
conditions.
The Amended MIPA contains certain termination rights for the parties thereto, including if any governmental authority shall have issued an
order, decree or ruling or taken any action enjoining or otherwise prohibiting the transactions contemplated thereby, breach of the representations, warranties and covenants by the parties thereto that could result in the failure of a closing
condition and in the event the transactions contemplated thereby have not been completed by January 15, 2016 (other than with respect to the acquisition of Strategic Capital, which may be consummated at a later date subject to satisfaction of
applicable closing conditions).
| Item 1.02 |
Termination of a Material Definitive Agreement |
On November 8, 2015, AMH Holdings (Cayman), L.P.
(“AMH Holdings”), a subsidiary of Apollo, entered into a Termination Agreement and Release (the “Termination Agreement”) with Apollo Management, Apollo Principal Holdings I, L.P., a subsidiary of Apollo (“APH I”), AR
Capital, AR Global Investments, LLC (“AR Global”), Nicholas S. Schorsch, Peter M. Budko, William M. Kahane, Edward M. Weil, Jr. and Brian S. Block (the “AR Capital Principals”) pursuant to which the parties mutually agreed to
terminate (i) the Transaction Agreement (the “Terminated Transaction Agreement”), dated as of August 6, 2015, by and among AMH Holdings, AR Capital and AR Global, pursuant to which Apollo would have purchased a controlling
interest in AR Global, that would have owned a majority of the ongoing asset management business of AR Capital, and (ii) the Guaranty and Support Agreement (the “Terminated Guaranty and Support Agreement”), dated as of August 6,
2015, by and among AMH Holdings and the AR Capital Principals, pursuant to which the AR Capital Princpals guaranteed certain of
AR Capital’s obligations in the Terminated Transaction Agreement, in each case, on the terms and conditions set forth in the Termination Agreement. AR Capital and the AR Capital Principals
agreed to release and discharge AMH Holdings, its affiliates and certain other related parties from any and all liabilities, actions, claims or damages arising out of or related to the Terminated Transaction Agreement, the Terminated Guaranty and
Support Agreement and the Original MIPA, and certain other specified actions with respect thereto, and certain other specified actions with respect to the Amended MIPA. AMH Holdings agreed to release and discharge AR Capital, the AR Capital
Principals, their affiliates and certain other related parties from any and all liabilities, actions, claims or damages arising out of or related to the Terminated Transaction Agreement, the Terminated Guaranty and Support Agreement and the Original
MIPA, and certain other specified actions with respect thereto, and the Amended MIPA and certain other specified actions with respect thereto.
Pursuant
to the Termination Agreement, on November 9, 2015, APH I sold to AR Capital $25 million original issuance amount of Series D-1 Convertible Preferred Stock of RCAP for approximately $25.6 million in cash.
On November 9, 2015, Apollo issued a press release announcing the Amended Wholesale
Transaction.
On November 9, 2015, Apollo issued a press release announcing the Termination Agreement.
| Item 9.01 |
Financial Statements and Exhibits. |
| (d) |
Exhibits: The following Exhibits are furnished with this Report |
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| Exhibit
No. |
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Description |
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| 10.1 |
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Amended and Restated Membership Interest Purchase Agreement, dated as of November 8, 2015, by and among Apollo Management Holdings, L.P., RCS Capital Corporation and RCS Capital Holdings, LLC1 |
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| 10.2 |
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Termination Agreement and Release, dated as of November 8, 2015, by and among AMH Holdings (Cayman), L.P., Apollo Management Holdings, L.P., Apollo Principal Holdings I, L.P., AR Capital, LLC, AR Global Investments, LLC, Nicholas S.
Schorsch, Peter M. Budko, William M. Kahane, Edward M. Weil, Jr. and Brian S. Block1 |
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| 99.1 |
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Press Release dated November 9, 2015, entitled “Apollo Global Management and RCS Capital Enter into Amended Agreement for Sale of Wholesale Distribution Business” |
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| 99.2 |
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Press Release dated November 9, 2015, entitled “Apollo Global Management and AR Capital Mutually Agree to Terminate Transaction” |
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Incorporated by reference to the exhibits filed as part of the Quarterly Report on Form 10-Q filed by Apollo Global Management, LLC on November 9, 2015 |
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.
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APOLLO GLOBAL MANAGEMENT, LLC |
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| Date: November 12, 2015 |
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By: |
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/s/ Martin Kelly |
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Martin Kelly |
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Chief Financial Officer |
EXHIBIT INDEX
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| Exhibit
No. |
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Description |
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| 10.1 |
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Amended and Restated Membership Interest Purchase Agreement, dated as of November 8, 2015, by and among Apollo Management Holdings, L.P., RCS Capital Corporation and RCS Capital Holdings, LLC1 |
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| 10.2 |
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Termination Agreement and Release, dated as of November 8, 2015, by and among AMH Holdings (Cayman), L.P., Apollo Management Holdings, L.P., Apollo Principal Holdings I, L.P., AR Capital, LLC, AR Global Investments, LLC, Nicholas S.
Schorsch, Peter M. Budko, William M. Kahane, Edward M. Weil, Jr. and Brian S. Block1 |
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| 99.1 |
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Press Release dated November 9, 2015, entitled “Apollo Global Management and RCS Capital Enter into Amended Agreement for Sale of Wholesale Distribution Business” |
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| 99.2 |
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Press Release dated November 9, 2015, entitled “Apollo Global Management and AR Capital Mutually Agree to Terminate Transaction” |
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Incorporated by reference to the exhibits filed as part of the Quarterly Report on Form 10-Q filed by Apollo Global Management, LLC on November 9, 2015 |
Exhibit 99.1
Apollo Global Management and RCS Capital Enter into Amended
Agreement for Sale of Wholesale Distribution Business
New York, NY, November 9, 2015 – Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”) (NYSE: APO)
and RCS Capital Corporation (NYSE: RCAP) (“RCS Capital”) announced today that they have mutually agreed to amend the previously announced sale of the RCS Capital wholesale distribution business and certain related entities, to an affiliate
of Apollo.
Under the amended agreement, RCS Capital will sell its wholesale distribution business, including Realty Capital Securities and Strategic
Capital, to Apollo for $6 million in cash, subject to certain purchase price adjustments. RCS Capital’s profitable transfer agent and transaction management businesses and certain other employees will not be part of the amended transaction.
Apollo is partnering with the management team of the wholesale distribution business, led by Bill Dwyer and Louisa Quarto, in this transaction. The amended transaction will no longer be conditioned on the closing of a transaction between Apollo and
certain affiliates of AR Capital, LLC.
The revised transaction terms permit RCS Capital to optimize its wholesale distribution cost structure and align
its core business units to current market opportunities prior to closing. The transaction includes all of RC Securities and Strategic Capital existing selling agreements and dealer manager agreements.
“We are pleased the transaction has been re-aligned, and we believe the pending acquisition of the wholesale distribution business demonstrates
Apollo’s long-term commitment to the retail investment management channel,” said Marc Rowan, Co-Founder and Senior Managing Director of Apollo.
The transaction, which was unanimously approved by the independent members of the RCS Capital Board, is subject to customary closing conditions and regulatory
approvals and is expected to close early in the first quarter of 2016, and in the case of Strategic Capital, may be consummated at a later date subject to satisfaction of applicable conditions.
Marc Rowan and Anthony Civale of Apollo have resigned from RCS Capital’s Board of Directors, effective immediately.
About Apollo Global Management, LLC
Apollo is a leading
global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Luxembourg, Madrid, Mumbai, Delhi, Singapore, Shanghai and Hong Kong. Apollo had assets under management of
approximately $162 billion as of September 30, 2015 in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. Apollo shares are listed on the New York
Stock Exchange. For more information about Apollo, please visit www.agm.com.
About RCS Capital
RCS Capital Corporation (NYSE: RCAP) is a full-service investment firm expressly focused on the individual retail investor. With operating subsidiaries
including retail advice services, wholesale distribution, investment banking, capital markets, investment research, investment management and crowdfunding, RCS Capital’s business is designed to capitalize, support, grow and maximize value for
the investment programs it distributes and the independent advisors and clients it serves. Additional information about RCS Capital can be found on its website at www.rcscapital.com. RCS Capital may disseminate information about itself, including
the results of its operations and financial information, via social media platforms such as Facebook, LinkedIn and Twitter.
Important Notice
The statements in this press release include statements regarding the intent, belief or current expectations of RCS Capital and members of its management team,
as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,”
“expects,” “plans,” “intends,” “should,” “look forward” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements due to certain factors,
including availability of sufficient liquidity and RCS Capital’s ability to negotiate and consummate the agreed upon transactions as well as a future strategic transaction. Additional factors that may affect future results are contained in RCS
Capital’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. Further, forward-looking statements speak only as of the date they are made, and RCS Capital undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Contacts
For investor inquiries regarding Apollo,
please contact:
Apollo Global Management, LLC
Gary M.
Stein, 212-822-0467
Head of Corporate Communications
gstein@apollolp.com
or
Noah Gunn, 212-822-0540
Investor Relations Manager
ngunn@apollolp.com
For media inquiries regarding Apollo:
Rubenstein Associates, Inc. for Apollo Global Management, LLC
Charles Zehren, 212-843-8590
czehren@rubenstein.com
For investor inquiries regarding RCS Capital, please contact:
Andrew G. Backman
Managing Director
Investor Relations / Public Relations
abackman@rcscapital.com
(212) 415-6500
For media inquiries regarding RCS
Capital, please contact:
Jonathan Keehner
Mahmoud
Siddig
Joele Frank, Wilkinson Brimmer Katcher
jkeehner@joelefrank.com
msiddig@joelefrank.com
(212) 355-4449
Exhibit 99.2
Apollo Global Management and AR Capital Mutually Agree to Terminate Transaction
New York, NY, November 9, 2015 – Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”) (NYSE: APO)
and AR Capital, LLC (“AR Capital”) today announced that they have mutually agreed to terminate the planned transaction pursuant to which Apollo would have purchased a controlling interest in a newly formed company, AR Global Investments,
LLC, that would have owned a majority of the ongoing asset management business of AR Capital. In conjunction with the transaction’s termination, AR Capital is purchasing from Apollo $25 million of preferred stock of RCS Capital Corporation
(NYSE: RCAP) held by Apollo for $25.6 million.
About Apollo Global Management, LLC
Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt,
Luxembourg, Madrid, Mumbai, Delhi, Singapore, Shanghai and Hong Kong. Apollo had assets under management of approximately $162 billion as of September 30, 2015 in private equity, credit and real estate funds invested across a core group of nine
industries where Apollo has considerable knowledge and resources. Apollo shares are listed on the New York Stock Exchange. For more information about Apollo, please visit www.agm.com.
About AR Capital
Founded in 2006, AR Capital is a full
service investment management firm providing advisory services to retail and institutional investors. AR Capital is an active sponsor and manager of numerous alternative investment programs, including multiple real estate investment trusts
(“REITs”), open-end mutual funds, two business development companies and a closed–end fund. For nearly a decade, AR Capital has broadened its focus in real estate strategies to include net lease, healthcare, retail, office,
hospitality properties, and more recently, yield-focused credit strategies including commercial real estate debt, corporate credit and structured credit. Additional information can be found at www.americanrealtycap.com.
Contacts
For investor inquiries regarding Apollo,
please contact:
Apollo Global Management, LLC
Gary M.
Stein, 212-822-0467
Head of Corporate Communications
gstein@apollolp.com
Noah Gunn, 212-822-0540
Investor Relations Manager
ngunn@apollolp.com
For media inquiries regarding Apollo:
Rubenstein Associates, Inc. for Apollo Global Management, LLC
Charles Zehren, 212-843-8590
czehren@rubenstein.com
For media inquiries regarding AR Capital, please contact:
Jonathan Keehner
Mahmoud Siddig
Joele Frank, Wilkinson Brimmer Katcher
jkeehner@joelefrank.com
msiddig@joelefrank.com
(212) 355-4449
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