0001411494-17-000021.txt : 20170505 0001411494-17-000021.hdr.sgml : 20170505 20170505162837 ACCESSION NUMBER: 0001411494-17-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170505 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170505 DATE AS OF CHANGE: 20170505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Global Management LLC CENTRAL INDEX KEY: 0001411494 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 208880053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35107 FILM NUMBER: 17818776 BUSINESS ADDRESS: STREET 1: 9 West 57th Str CITY: new York STATE: ny ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 West 57th Str CITY: new York STATE: ny ZIP: 10019 8-K 1 agmdebt8-k1q17.htm 8-K Document


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
 
May 5, 2017
Date of Report (Date of earliest event reported)
 
 
Apollo Global Management, LLC
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-35107
 
20-8880053
(State of Incorporation)
 
(Commission File Number)
 
(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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

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. o





Item 7.01     Regulation FD Disclosure.

On May 5, 2017, Apollo Global Management, LLC (the “Company”) filed its quarterly report on Form 10-Q as of and for the three months ended March 31, 2017. Pursuant to that certain indenture, dated as of May 30, 2014, as supplemented, among Apollo Management Holdings, L.P. (“AMH”), the guarantors party thereto (collectively with AMH, the “Credit Parties”) and Wells Fargo Bank, National Association, as trustee, attached as Exhibit 99.1 is a copy of the unaudited reconciliation indicating the differences between the financial information of the Company and the financial information of the Credit Parties and their subsidiaries on a combined and consolidated basis, taken as a whole.

The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 7.01, “Regulation FD Disclosure” and Item 9.01 “Financial Statements and Exhibits” of Form 8-K. As such, the information (including the exhibit) herein shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.
Description
99.1
Unaudited reconciliation of financial data.








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, LLC
Date: May 5, 2017
By:
/s/ Martin Kelly
 
 
Martin Kelly
 
 
Chief Financial Officer






EXHIBIT INDEX

Exhibit No.
Description
Exhibit 99.1
Unaudited reconciliation of financial data.




EX-99.1 2 agmdebt8-k1q17exhibit991.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1

UNAUDITED RECONCILIATION OF FINANCIAL DATA

The following tables present the historical unaudited financial information for the Apollo Operating Group as of and for the three months ended March 31, 2017. The Apollo Operating Group does not report audited or unaudited financial information on a stand-alone basis. Accordingly, the financial data presented herein for the Apollo Operating Group has been reconciled to Apollo Global Management, LLC’s financial statements for the relevant periods.
 
As of March 31, 2017
 
Total Apollo Operating Group Consolidated (1)
 
VIE & Consolidated Funds
 
Other (2)
 
Total Apollo Global Management, LLC Consolidated
Statement of Financial Data
(dollars in thousands)
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,077,848

 
$

 
$
6,370

 
$
1,084,218

Cash and cash equivalents held at consolidated funds

 
7,880

 

 
7,880

Restricted cash
4,946

 

 

 
4,946

Investments
1,641,029

 
9,602

 
(74,944
)
 
1,575,687

Assets of consolidated variable interest entities:
 
 
 
 
 
 
 
Cash and cash equivalents

 
60,086

 

 
60,086

Investments, at fair value

 
991,339

 
(286
)
 
991,053

Other assets

 
55,268

 

 
55,268

Carried interest receivable
1,422,707

 

 
(1,847
)
 
1,420,860

Due from related parties
545,960

 

 
(296,079
)
 
249,881

Deferred tax assets
9,342

 

 
552,182

 
561,524

Other assets
140,110

 
345

 
(153
)
 
140,302

Goodwill
88,852

 

 

 
88,852

Intangible assets, net
21,006

 

 

 
21,006

Total Assets
$
4,951,800

 
$
1,124,520

 
$
185,243

 
$
6,261,563

 
 
 
 
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
71,889

 
$

 
$
281

 
$
72,170

Accrued compensation and benefits
54,257

 

 

 
54,257

Deferred revenue
171,267

 

 

 
171,267

Due to related parties
92,433

 

 
506,542

 
598,975

Profit sharing payable
634,668

 

 

 
634,668

Debt
1,353,572

 

 

 
1,353,572

Liabilities of consolidated variable interest entities:
 
 
 
 
 
 
 
Debt, at fair value

 
839,231

 
(41,903
)
 
797,328

Other liabilities

 
127,833

 
(153
)
 
127,680

Due to related parties

 
2,615

 
(2,615
)
 

Other liabilities
96,079

 
6,187

 
1,589

 
103,855

Total Liabilities
2,474,165

 
975,866

 
463,741

 
3,913,772

 
 
 
 
 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
Apollo Global Management, LLC shareholders' equity:
 
 
 
 
 
 
 
Preferred shares (11,000,000 units issued and outstanding as of March 31, 2017)
264,683

 

 

 
264,683

Additional paid in capital

 

 
1,763,146

 
1,763,146

Accumulated deficit
1,170,618

 
14,884

 
(2,024,188
)
 
(838,686
)
Accumulated other comprehensive income (loss)
(12,957
)
 
(2,849
)
 
4,003

 
(11,803
)
Total Apollo Global Management, LLC shareholders’ equity
1,422,344

 
12,035

 
(257,039
)
 
1,177,340

Non-Controlling Interests in consolidated entities
5,731

 
136,619

 
(21,459
)
 
120,891

Non-Controlling Interests in Apollo Operating Group
1,049,560

 

 

 
1,049,560

Total Shareholders’ Equity
2,477,635

 
148,654

 
(278,498
)
 
2,347,791

Total Liabilities and Shareholders’ Equity
$
4,951,800

 
$
1,124,520

 
$
185,243

 
$
6,261,563


(1) Includes Apollo Principal Holdings XII, L.P. that became a credit party on April 13, 2017.
(2) Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group.









 
For the Three Months Ended March 31, 2017
 
Total Apollo Operating Group Consolidated
 
VIE & Consolidated Funds
 
Other (1)
 
Total Apollo Global Management, LLC Consolidated
Statement of Operating Data
(dollars in thousands)
Revenues:
 
 
 
 
 
 
 
      Management fees from related parties
$
270,276

 
$

 
$
(733
)
 
$
269,543

      Advisory and transaction fees from related parties, net
15,067

 

 

 
15,067

      Carried interest income (loss) from related parties
359,006

 

 
(65
)
 
358,941

Total Revenues
644,349

 

 
(798
)
 
643,551

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Salary, bonus and benefits
101,613

 

 

 
101,613

Equity-based compensation
23,107

 

 

 
23,107

Profit sharing expense
144,324

 

 

 
144,324

Total Compensation and Benefits
269,044

 

 

 
269,044

Interest expense
12,999

 

 

 
12,999

General, administrative and other
62,038

 

 
2

 
62,040

Placement fees
1,905

 

 

 
1,905

Total Expenses
345,986

 

 
2

 
345,988

 
 
 
 
 
 
 
 
Other Income (Loss):
 
 
 
 
 
 
 
      Net gains from investment activities
34,490

 
27

 

 
34,517

      Net gains from investment activities of consolidated variable interest entities

 
3,068

 
1,040

 
4,108

      Income (loss) from equity method investments
39,147

 

 
(594
)
 
38,553

      Interest income
1,029

 
16

 
(242
)
 
803

      Other income, net
18,647

 

 

 
18,647

Total Other Income
93,313

 
3,111

 
204

 
96,628

      Income (loss) before income tax (provision) benefit
391,676

 
3,111

 
(596
)
 
394,191

      Income tax (provision) benefit
(5,396
)
 

 
(33,765
)
 
(39,161
)
Net Income (Loss)
386,280

 
3,111

 
(34,361
)
 
355,030

      Net (income) loss attributable to Non-controlling Interests
(207,317
)
 
(2,517
)
 

 
(209,834
)
Net Income (Loss) Attributable to Apollo Global Management, LLC
$
178,963

 
$
594

 
$
(34,361
)
 
$
145,196


(1) Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group.