UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 2
to
SCHEDULE 13E-3
Rule
13e-3 Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934
APOLLO RESIDENTIAL MORTGAGE, INC.
(Name of the Issuer)
APOLLO
RESIDENTIAL MORTGAGE, INC.
ARM MANAGER, LLC
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
ACREFI MANAGEMENT, LLC
ARROW MERGER SUB, INC.
APOLLO GLOBAL MANAGEMENT, LLC
(Name of Person(s) Filing Statement)
Common Stock, $0.01 par value
8.00% Series A Cumulative Redeemable Perpetual Preferred Stock,
$0.01 par value $25.00 mandatory liquidation preference
(Title of Classes of Securities)
03763V102
03763V201
(CUSIP Numbers of Classes of Securities)
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Michael A. Commaroto
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Stuart A. Rothstein
Apollo Commercial Real Estate Finance, Inc.
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Apollo Residential Mortgage, Inc.
ARM Manager, LLC
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ACREFI Management, LLC
Arrow Merger Sub, Inc.
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c/o Apollo Global Management, LLC
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c/o Apollo Global Management, LLC
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9 West 57
th
Street, 43
rd
Floor
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9 West 57
th
Street, 43
rd
Floor
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New York, New York 10019
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New York, New York 10019
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(212) 515-3200
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(212) 515-3200
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of
the Persons Filing Statement)
With copies to:
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Raymond Lin, Esq.
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Steven Epstein, Esq.
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Jay L. Bernstein, Esq.
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Thomas Christopher, Esq.
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Abigail Bomba, Esq.
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Clifford Chance US LLP
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William Cernius, Esq.
Latham & Watkins LLP
885 Third Ave
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Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New
York, New York 10004
(212) 859-8000
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31 West 52nd Street
New York, New York 10019
(212) 878-8000
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New York, New York 10022
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(212) 906-1200
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This statement is filed in connection with (check the appropriate box):
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x
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a.
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The filing of solicitation materials or an information statement subject to Regulation 14A (17 CFR 240.14a-1 to 240.14b-2], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [§240.13e-3(c)] under the
Securities Exchange Act of 1934.
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x
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b.
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The filing of a registration statement under the Securities Act of 1933.
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¨
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c.
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A tender offer.
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¨
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
x
Check the following box if the filing is a final amendment reporting the
results of the transaction:
¨
Calculation
of Filing Fee
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Transaction valuation*
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Amount of filing fee**
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$428,892,326
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$43,189.46***
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(*)
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Calculated solely for purposes of determining the filing fee.
The transaction value was calculated based upon the market value of AMTG common stock (the securities to be acquired in the transaction) in
accordance with Rule 0-11(b)(2) of the Securities Exchange Act of 1934, as amended, as follows: the product of (i) $13.37, the average of the high and low prices per share of AMTG common stock as reported on the New York Stock
Exchange on April 1, 2016 and (ii) 32,078,708, the estimated maximum number of shares of AMTG common stock that may be acquired in the transaction, including shares reserved for issuance (on a net exercise basis, as applicable) under
outstanding AMTG equity awards.
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(**)
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The amount of filing fee was calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, by multiplying 0.0001007 by the aggregate transaction valuation.
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x
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $34,477.99
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Filing Party: Apollo Commercial Real Estate Finance, Inc.
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Form or Registration No.: Registration Statement on Form S-4 (Registration No. 333-210632)
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Date Filed: April 6, 2016
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Amount Previously Paid: $8,711.48
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Filing Party: Apollo Residential Mortgage, Inc.
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Form or Registration No.: Schedule 13E-3
(File No. 005-96477)
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Date Filed: April 7, 2016
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INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as amended, this
Transaction Statement), is being filed with the Securities and Exchange Commission (the SEC) by (a) Apollo Residential Mortgage, Inc., a Maryland corporation (AMTG); (b) ARM Manager, LLC, a Delaware
limited liability company and the manager of AMTG (AMTG Manager); (c) Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (ARI); (d) ACREFI Management, LLC, a Delaware limited liability company and the manager
of ARI (ARI Manager); (e) Arrow Merger Sub, Inc., a Maryland corporation (Merger Sub) and (f) Apollo Global Management, LLC, a Delaware limited liability company (Apollo), of which AMTG Manager and ARI
Manager are indirect subsidiaries (collectively, the Filing Persons).
The Transaction Statement was initially filed with the
SEC on April 6, 2016.
On February 26, 2016, AMTG, ARI and Merger Sub entered into an Agreement and Plan of Merger (the Merger
Agreement). The Merger Agreement provides for the merger of Merger Sub with and into AMTG (the first merger), with AMTG continuing its existence under Maryland law as the surviving entity in the first merger and, promptly
after the first merger, AMTG will merge with and into ARI (the second merger and, together with the first merger, the mergers), with ARI continuing its existence under Maryland law as the surviving entity in the second
merger. This Transaction Statement relates to the mergers.
Concurrently with the filing of this Transaction Statement, ARI is filing with
the SEC a registration statement on Form S-4 (Form S-4), which contains a proxy statement/prospectus, which includes (i) a prospectus of ARI under Section 5 of the Securities Act of 1933, as amended, with respect to the ARI common
stock and ARI preferred stock to be issued pursuant to the Merger Agreement and (ii) a notice of meeting and a proxy statement of AMTG under Section 14(a) of the Securities Exchange Act of 1934, as amended, relating to the special meeting of AMTG
common stockholders, at which AMTG common stockholders will be asked to consider and vote upon the proposals to (1) approve the first merger and the other transactions contemplated by the Merger Agreement, (2) to adjourn the AMTG special
meeting, if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the first merger and the other transactions contemplated by the Merger Agreement at the time of the special meeting, and (3) the
merger-related named executive officer compensation proposal. A copy of the proxy statement/prospectus is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy
statement/prospectus of the information required to be included in responses to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the proxy statement/prospectus, including all annexes,
exhibits and appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information in the proxy statement/prospectus. As of the date
hereof, the proxy statement/prospectus is in preliminary form and is subject to completion. All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and no Filing Person has
produced any disclosure with respect to any other Filing Person.
This Transaction Statement is being filed because one individual is
a director of both ARI and AMTG, which causes ARI and AMTG to be deemed to be affiliates for certain purposes including for purposes of Rule 13e-3. The filing of this Transaction Statement is not an admission by any of the Filing Persons
that AMTG is controlled by Apollo, AMTG Manager, ARI, ARI Manager or any affiliate of Apollo, AMTG Manager or ARI Manager. As of May 1, 2016, certain subsidiaries of Apollo, including AMTG Manager and its controlling persons,
together with ARI Manager and its controlling persons, own less than one percent of the outstanding shares of AMTG common stock (and, as a result, have no ability, acting on their own, to cause the election or removal of a member of the AMTG board
of directors (the AMTG Board)). The transactions contemplated by the Merger Agreement were negotiated by and unanimously recommended by a special committee of the AMTG Board which was composed solely of directors not affiliated with ARI,
and the completion of the proposed transaction is subject to the approval of the holders of a majority of the outstanding shares of AMTG common stock other than those shares held by any affiliate of Apollo. The individual who is a director of both
ARI and AMTG recused himself from all proceedings of the respective boards of directors of ARI and AMTG in which the transactions contemplated by the Merger Agreements were considered.
TABLE OF CONTENTS
Item 1.
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Summary Term Sheet
(Regulation M-A,
Item 1001)
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The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
Item 2.
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Subject Company Information
(Regulation M-A Item 1002)
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(a)
Name
and Address.
Apollo Residential Mortgage, Inc.
c/o Apollo Global Management, LLC
9 West 57th
Street, 43rd Floor
New York, New York 10019
(212)
515-3200
(b)
Securities.
The information set forth in the proxy statement/prospectus under the following captions is
incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
The AMTG Special MeetingRecord Date; Who Can Vote at AMTGs Special Meeting
(c)
Trading and Market Price.
The information set forth in the proxy statement/prospectus under the caption Comparative Per
Share Market Price and Dividend Information is incorporated herein by reference.
(d)
Dividends.
The information set
forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:
The
AgreementsDescription of the Merger AgreementCovenants and AgreementsConduct of Business of AMTG Pending the Mergers
Comparative Per Share Market Price and Dividend Information
(e)
Prior Public Offerings.
None.
(f)
Prior Stock Purchases.
None.
Item 3.
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Identity and Background of Filing Persons
(Regulation M-A Item 1003)
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(a)-(c)
Name and Address, Business and Background of Entities, Business and Background of Natural Persons
. The information set forth in
the proxy statement/prospectus under the following captions is incorporated herein by reference:
SummaryParties to the
Transaction
The Parties
SummaryRelationships among Apollo, AMTG, ARI and Athene
Special FactorsInterests of AMTGs Directors and Officers in the TransactionRelationships among Apollo,
AMTG, ARI and Athene
Special FactorsParties to the Transaction
Where You Can Find More Information; Incorporation by Reference
1
Item 4.
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Terms of the Transaction
(Regulation M-A Item 1004)
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(a)
Material Terms.
The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
Special FactorsBackground of the Transactions
Special FactorsAMTGs Reasons for the Transactions and Recommendation of AMTGs Board of Directors
Special FactorsARIs Reasons for the Transactions
Special FactorsApollo Participants Reasons for the Transactions
Special FactorsPosition of the ARI Participants as to the Fairness of the Mergers
Special FactorsPosition of the Apollo Participants as to the Fairness of the Mergers
Special FactorsCertain ARI Unaudited Prospective Financial Information
Special FactorsInterests of AMTGs Directors and Officers in the Transaction
Special FactorsTreatment of AMTG Restricted Shares
Special FactorsOther Compensation Arrangements
Special FactorsSection 16 Matters
Special FactorsIndemnification and Insurance
Special FactorsInterests of ARIs Directors and Officers in the Transaction
Special FactorsVote Required for Approval; Quorum
Special FactorsOther Offers
Special FactorsAvailability of Documents
Special FactorsVoting by Apollo Participants and ARIs Directors and Officers
The AMTG Special Meeting
The Mergers and Related Transactions
The AgreementsDescription of the Merger Agreement
Comparison of Stockholder Rights
Description of ARI Common Stock
Description of the ARI Series C Preferred Stock
Annex A Agreement and Plan of Merger, dated as of February 26, 2016, by and among Apollo Commercial Real Estate
Finance, Inc., Arrow Merger Sub, Inc. and Apollo Residential Mortgage, Inc.
(b)
Different Terms.
The information set forth in the
proxy statement/prospectus under the following captions is incorporated herein by reference:
Questions and Answers
About the Mergers and the Special Meeting
Summary
Special FactorsInterests of AMTGs Directors and Officers in the Transaction
Special FactorsInterests of ARIs Directors and Officers in the Transaction
(c)
Appraisal Rights.
The information set forth in the proxy statement/prospectus under the following captions is incorporated herein
by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary Stockholder Appraisal Rights in the Mergers
No Appraisal Rights
(d)
Provisions for Unaffiliated Security Holders.
None.
(e)
Eligibility for Listing or Trading.
The information set forth in the proxy statement/prospectus under the following captions is
incorporated herein by reference:
SummaryListing of Newly Issued ARI Common Stock
SummaryListing of Newly Issued ARI Series C Preferred Stock
The Mergers and Related TransactionsListing of Newly Issued ARI Common Stock
2
The Mergers and Related TransactionsListing of Newly Issued ARI
Series C Preferred Stock
Description of ARI Common Stock
Description of the ARI Series C Preferred Stock
Item 5.
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Past Contacts, Transactions, Negotiations and Agreements
(Regulation M-A Item 1005)
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(a)
Transactions.
The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by
reference:
Summary
Special FactorsInterests of AMTGs Directors and Officers in the Transaction
Special FactorsRelationships among Apollo, AMTG, ARI and Athene
Special FactorsOther Compensation Arrangements
In the fiscal year that ended December 31, 2014, Mark C. Biderman received $65,000 in cash and $215,984 in restricted shares
of ARI common stock (being based on the aggregate grant date fair value of awards of restricted shares of ARI common stock granted in 2014 and computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) Topic 718) from ARI as compensation for serving as a member of the ARI Board. In the fiscal year that ended December 31, 2015, Mark C. Biderman received $65,000 in cash and $224,796 in restricted shares of ARI common
stock (being based on the aggregate grant date fair value of awards of restricted shares of ARI common stock granted in 2015 and computed in accordance with FASB ASC Topic 718) from ARI as compensation for serving as a member of the ARI Board.
On December 29, 2015 and on March 15, 2016, ARI granted ARI restricted stock units to James E. Galowski with respect to 5,547
shares and 5,095 shares, respectively, of ARI common stock that are subject to vesting.
(b)-(c)
Significant Corporate Events,
Negotiations or Contacts
. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:
Summary
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special FactorsARIs Reasons for the Transaction
Special FactorsInterests of AMTGs Directors and Officers in the Transaction
Representatives of Apollo and AMTG Manager had discussions with James E. Galowski regarding his willingness to serve as a
member of the AMTG Board prior to Mr. Galowskis nomination and election to the AMTG Board.
(e)
Agreements Involving the Subject
Companys Securities
.
Special FactorsInterests of AMTGs Directors and Officers in the
Transaction
Certain Other Beneficial Owners of AMTG Common Stock
3
The AMTG Board has established an exemption from the ownership limitations
contained in the AMTG charter that permits Apollo and certain of its affiliates to collectively hold up to 25% of the outstanding shares of AMTG common stock.
Item 6.
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Purposes of the Transaction and Plans or Proposals
(Regulation M-A Item 1006)
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(b)
Use of Securities Acquired.
The information set forth in the proxy statement/prospectus under the following captions is incorporated
herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
The Mergers and Related Transactions Delisting and Deregistration of AMTG Capital Stock
The AgreementsDescription of the Merger AgreementForm, Effective Time and Closing of the Mergers
The AgreementsDescription of the Merger AgreementMerger Consideration; Treatment of Securities
(c)(1)-(8)
Plans.
The information set forth in the proxy statement/prospectus under the following captions is incorporated herein
by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special FactorsARIs Reasons for the Transaction
Special FactorsInterests of AMTGs Directors and Officers in the Transaction
The Mergers and Related TransactionsListing of Newly Issued ARI Common Stock
The Mergers and Related TransactionsListing of Newly Issued ARI Series C Preferred Stock
The Mergers and Related Transactions Delisting and Deregistration of AMTG Capital Stock
Management and Board of Combined Company
Annex AAgreement and Plan of Merger, dated as of February 26, 2016, by and among Apollo Commercial Real Estate
Finance, Inc., Arrow Merger Sub, Inc. and Apollo Residential Mortgage, Inc.
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Item 7.
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Purposes, Alternatives, Reasons and Effects
(Regulation M-A Item 1013)
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(a)
Purposes.
The information set forth in the proxy statement/prospectus under the following captions is
incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special FactorsARIs Reasons for the Transaction
(b)
Alternatives.
The information set forth in the proxy statement/prospectus under the following captions
is incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special FactorsARIs Reasons for the Transaction
(c)
Reasons.
The information set forth in the proxy statement/prospectus under the following captions is
incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special FactorsARIs Reasons for the Transaction
(d)
Effects.
The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by
reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special FactorsARIs Reasons for the Transaction
Special FactorsInterests of AMTGs Directors and Officers in the Transaction
5
The Mergers and Related TransactionsListing of Newly Issued ARI
Common Stock
The Mergers and Related TransactionsListing of Newly Issued ARI Series C Preferred
Stock
The Mergers and Related Transactions Delisting and Deregistration of AMTG Capital Stock
The AgreementsDescription of the Merger Agreement
Material U.S. Federal Income Tax Consequences of the Mergers
Management and Board of the Combined Company
Item 8.
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Fairness of the Transaction
(Regulation M-A Item 1014)
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(a)-(b)
Fairness; Factors Considered in Determining Fairness.
The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special Factors Position of the Transaction Parties as to the Fairness of the Mergers
Special Factors Opinion of the Financial Advisor to the AMTG Special Committee
Special FactorsARIs Reasons for the Transaction
Special FactorsOpinion of the Financial Advisor to the ARI Special Committee
Annex GOpinion of Morgan Stanley
Annex HOpinion of Houlihan Lokey Capital, Inc.
(c)
Approval of Security Holders.
The information set forth in the proxy statement/prospectus under the following captions is
incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
The AMTG Special MeetingVote Required for Approval; Quorum
The AgreementsDescription of the Merger Agreement
6
(d)
Unaffiliated Representatives.
The information set forth in the proxy
statement/prospectus under the following captions is incorporated herein by reference:
Summary
Questions and Answers About the Mergers and the Special Meeting
The AMTG Special MeetingRecommendation of the AMTG Board
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special Factors Opinion of the Financial Advisor to the AMTG Special Committee
Special FactorsInterests of AMTGs Directors and Officers in the Transaction
Annex GOpinion of Morgan Stanley
(e)
Approval of Directors.
The information set forth in the proxy statement/prospectus under the following captions is incorporated
herein by reference:
Summary
Questions and Answers About the Mergers and the Special Meeting
The AMTG Special MeetingRecommendation of the AMTG Board
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special FactorsInterests of AMTGs Directors and Officers in the Transaction
(f)
Other Offers.
None.
Item 9.
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Reports, Opinions, Appraisals and Negotiations
(Regulation M-A Item 1015)
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(a)-(b)
Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal.
The information set forth in the
proxy statement/prospectus under the following captions is incorporated herein by reference:
Summary
Special FactorsBackground of the Transaction
Special Factors Opinion of the Financial Advisor to the AMTG Special Committee
Special Factors Opinion of the Financial Advisor to the ARI Special Committee
Special FactorsCertain AMTG Prospective Financial Information
Special FactorsCertain ARI Prospective Financial Information
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Annex GOpinion of Morgan Stanley
Annex HOpinion of Houlihan Lokey Capital, Inc.
The presentations of Morgan Stanley & Co. LLC to the special committee of the AMTG Board dated January 15, 2016,
January 25, 2016, February 2, 2016, February 9, 2016, February 24, 2016 and February 25, 2016, are attached hereto as Exhibits (c)(3) through (c)(8), respectively, and are incorporated by reference herein.
The preliminary discussion materials of Houlihan Lokey Capital, Inc. to the special committee of the ARI Board, dated January
6, 2016, January 21, 2016, February 7, 2016 and February 23, 2016, and the presentation of Houlihan Lokey Capital, Inc. to the special committee of the ARI Board, dated February 25, 2016, are attached hereto as Exhibits (c)(9) through
(c)(13), respectively, and are incorporated by reference herein.
(c)
Availability of Documents.
The reports, opinions or
appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of AMTG during its regular business hours by any interested holder of shares of AMTG common stock or representative who has
been designated in writing.
Item 10.
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Source and Amounts of Funds or Other Consideration
(Regulation M-A Item 1007)
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(a)-(b)
Source of Funds; Conditions.
The information set forth in the proxy statement/prospectus under the following captions is
incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
The AgreementsDescription of the Merger Agreement
The AgreementsDescription of the Asset Purchase Agreement
The AgreementsDescription of the Bridge Loan Commitment
Annex AAgreement and Plan of Merger, dated as of February 26, 2016, by and among Apollo Commercial Real Estate
Finance, Inc., Arrow Merger Sub, Inc. and Apollo Residential Mortgage, Inc.
There are no alternative financing arrangements or
alternative financing plans contemplated by the Filing Persons.
(c)
Expenses.
The information set forth in the proxy
statement/prospectus under the following captions is incorporated herein by reference:
SummaryTermination Fee
and Expenses
Special FactorsFees and Expenses
The AgreementsTermination Fee and Expenses Payable by AMTG to ARI
8
(d)
Borrowed Funds.
The information set forth in the proxy
statement/prospectus under the following captions is incorporated herein by reference:
SummaryFinancing of the
Mergers
The AgreementsDescription of the Asset Purchase Agreement
The AgreementDescription of the Bridge Loan Commitment
Item 11.
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Interest in Securities of the Subject Company
(Regulation M-A Item 1008)
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(a)
Securities Ownership.
The information set forth in the proxy statement/prospectus under the following captions is incorporated
herein by reference:
Summary
Certain Beneficial Owners of AMTG Common Stock
Certain Other Beneficial Owners of AMTG Common Stock
(b)
Securities Transactions.
The information set forth in the proxy statement/prospectus under the following
captions is incorporated herein by reference:
Special FactorsOther Compensation Arrangements
9
The following table shows grants of shares of AMTG restricted stock made to
executive officers and directors of AMTG on April 1, 2016 pursuant to the AMTG 2011 Equity Incentive Plan.
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Name
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Number of Shares
of Restricted Stock
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Price Per Share
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Mark C. Biderman
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2,819
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$
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0
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Thomas D. Christopoul
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2,819
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$
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0
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Fredrick J. Kleisner
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2,819
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$
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0
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Hope S. Taitz
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2,819
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$
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0
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Item 12.
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The Solicitation or Recommendation
(Regulation M-A Item 1012)
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(d)
Intent to Tender or Vote in a Going Private Transaction.
The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
The AMTG Special Meeting
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special FactorsARIs Reasons for the Transaction
Special FactorsVoting by AMTGs Directors and Officers
Special FactorsVoting by Apollo Participants and ARIs Directors and Officers
(e)
Recommendation of Others.
The information set forth in the proxy statement/prospectus under the following captions is
incorporated herein by reference:
Questions and Answers About the Mergers and the Special Meeting
Summary
The AMTG Special Meeting
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special FactorsARIs Reasons for the Transaction
10
Item 13.
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Financial Statements
(Regulation M-A Item 1010)
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(a)
Financial
Information.
The audited financial statements set forth in AMTGs Annual Reports on Form 10-K for the years ended December 31, 2014 and December 31, 2015 are incorporated by reference herein. The information set forth in the
proxy statement/prospectus under the following captions is incorporated herein by reference:
Selected Historical
Financial Data
Comparative Per Share Data
Ratio of Earnings to Combined Fixed Charges
Where You Can Find More Information; Incorporation by Reference
(b)
Pro Forma Information.
The information set forth in the proxy statement/prospectus under the following captions is
incorporated herein by reference:
Selected Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Financial Information
Comparative Per Share Data
Ratio of Earnings to Combined Fixed Charges
Item 14.
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Persons/Assets, Retained, Employed, Compensated and Used
(Regulation M-A Item 1009)
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(a)-(b)
Solicitations and Recommendations; Employees and Corporate Assets.
The information set forth in the proxy
statement/prospectus under the following captions is incorporated herein by reference:
Questions and Answers About
the Mergers and the Special Meeting
SummaryRelationships among Apollo, AMTG, ARI and Athene
The AMTG Special MeetingSolicitation of Proxies
Special FactorsBackground of the Transaction
Special FactorsAMTGs Reasons for the Transaction and Recommendation of AMTGs Board of Directors
Special Factors Interests of ARIs Directors and Officers in the Transaction
Special FactorsRelationships among Apollo, AMTG, ARI and Athene
Special FactorsInterests of AMTGs Directors and Officers in the Transaction
The AgreementsDescription of Letter Agreements with the Managers
Item 15.
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Additional Information
(Regulation M-A Item 1011)
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(b) The
information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:
SummaryInterests of AMTGs Directors and Officers in the Transaction
SummaryInterests of ARIs Directors and Officers in the Transaction
11
Proposals Submitted to AMTG StockholdersMerger-Related Named Executive Officer
Compensation Proposal
Special FactorsInterests of AMTGs Directors and Officers in the
Transaction
Special Factors Interests of ARIs Directors and Officers in the Transaction
(c)
Other Material Information.
The information set forth in the proxy statement/prospectus, including all annexes, exhibits and
appendices thereto, is incorporated herein by reference.
Item 16.
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Exhibits
(Regulation M-A Item 1016)
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(a)(1) The preliminary proxy
statement/prospectus of AMTG (incorporated by reference to Form S-4 filed by ARI on April 6, 2016 and Amendment No. 1 to Form S-4 filed by ARI on May 23, 2016 (Registration No. 333-210632))
(a)(2) Form of Proxy Card (incorporated by reference to the proxy statement/prospectus)
(a)(3) Letter to AMTG Stockholders (incorporated by reference to the proxy statement/prospectus)
(a)(4) Notice of Special Meeting of Stockholders (incorporated by reference to the proxy statement/prospectus)
(a)(5) Joint Press Release of ARI and AMTG, dated February 26, 2016 (incorporated by reference to Exhibit 99.1 to AMTGs Current
Report filed on Form 8-K with the SEC on February 26, 2016)
(a)(6) Presentation (incorporated by reference to ARIs filing on
March 8, 2016 with the SEC pursuant to Rule 425 of the Securities Act of 1933)
(a)(7) Transcript of a question and answer session
during a conference on financial institutions sponsored by RBC Capital Markets held on March 8, 2016 (incorporated by reference to ARIs filing on March 9, 2016 with the SEC pursuant to Rule 425 of the Securities Act of 1933)
(a)(8) Presentation (incorporated by reference to ARIs filing on March 18, 2016 with the SEC pursuant to Rule 425 of the Securities
Act of 1933)
(a)(9) Email from AMTG to Apollo on February 26, 2016 (incorporated by reference to AMTGs filing on
February 26, 2016 with the SEC pursuant to Rule 425 of the Securities Act of 1933)
(a)(10) Presentation (incorporated by
reference to ARIs filing on March 18, 2016 with the SEC pursuant to Rule 425 of the Securities Act of 1933)
(a)(11) Item
10Directors, Executive Officers and Corporate Governance (incorporated by reference to
Form 10-K
for the fiscal year ended December 31, 2015 filed by Apollo Global Management, LLC with the SEC
on February 29, 2016 (File
No. 001-35107)).
(b)(1) Commitment Letter, dated as of
February 26, 2016, by and between Apollo Commercial Real Estate Finance, Inc. and Athene USA Corporation (incorporated by reference to the proxy statement/prospectus)
(c)(1) Opinion of Morgan Stanley & Co., LLC, dated February 25, 2016 (incorporated by reference to the proxy statement/prospectus)
(c)(2) Opinion of Houlihan Lokey Capital, Inc., dated February 25, 2016 (incorporated by reference to the proxy statement/prospectus)
(c)(3) Presentation of Morgan Stanley & Co., LLC to the special committee of the AMTG Board, dated January 15, 2016*
12
(c)(4) Presentation of Morgan Stanley & Co., LLC to the special committee of the AMTG Board,
dated January 25, 2016*
(c)(5) Presentation of Morgan Stanley & Co., LLC to the special committee of the AMTG Board, dated
February 2, 2016*
(c)(6) Presentation of Morgan Stanley & Co., LLC to the special committee of the AMTG Board, dated
February 9, 2016*
(c)(7) Presentation of Morgan Stanley & Co., LLC to the special committee of the AMTG Board, dated
February 24, 2016*
(c)(8) Presentation of Morgan Stanley & Co., LLC to the special committee of the AMTG Board, dated
February 25, 2016*
(c)(9) Preliminary Discussion Materials of Houlihan Lokey Capital, Inc. to the special committee of the ARI Board
dated January 6, 2016*
(c)(10) Preliminary Discussion Materials of Houlihan Lokey Capital, Inc. to the special committee of the ARI
Board, dated January 21, 2016*
(c)(11) Preliminary Discussion Materials of Houlihan Lokey Capital, Inc. to the special committee of the
ARI Board, dated February 7, 2016*
(c)(12) Preliminary Discussion Materials of Houlihan Lokey Capital, Inc. to the special committee
of the ARI Board, dated February 23, 2016*
(c)(13) Presentation of Houlihan Lokey Capital, Inc. to the special committee of the ARI
Board, dated February 25, 2016*
(d) Agreement and Plan of Merger, dated as of February 26, 2016, by and among Apollo Commercial
Real Estate Finance, Inc., Arrow Merger Sub, Inc. and Apollo Residential Mortgage, Inc. (incorporated by reference to the proxy statement/prospectus)
(f) None
(g) None
13
SIGNATURES
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated as of June 15, 2016
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APOLLO RESIDENTIAL MORTGAGE, INC.
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By:
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/s/ Michael A. Commaroto
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Name:
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Michael A. Commaroto
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Title:
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President and Chief Executive Officer
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APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
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By:
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/s/ Stuart A. Rothstein
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Name:
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Stuart A. Rothstein
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Title:
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President and Chief Executive Officer
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ARROW MERGER SUB, INC.
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By:
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/s/ Stuart A. Rothstein
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Name:
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Stuart A. Rothstein
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Title:
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President and Chief Executive Officer
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ARM MANAGER, LLC
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By:
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/s/ Jessica L. Lomm
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Name:
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Jessica L. Lomm
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Title:
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Vice President
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ACREFI MANAGEMENT, LLC
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By:
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/s/ Jessica L. Lomm
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Name:
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Jessica L. Lomm
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Title:
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Vice President
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APOLLO GLOBAL MANAGEMENT, LLC
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By:
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/s/ John J. Suydam
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Name:
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John J. Suydam
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Title:
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Chief Legal Officer
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14
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