UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
| Item 3.02. | Unregistered Sales of Equity Securities |
As of June 1, 2024, Apollo Infrastructure Company LLC (the “Company”) issued and sold the following unregistered shares (the “Investor Shares”) of the Company (with the final number of shares being determined on June 25, 2024) to third party investors for cash:
| Type | Number of Shares Sold |
Aggregate Consideration |
||||||
| Series I |
||||||||
| A-II Shares |
504,058 | $ | 12,970,163 | |||||
| F-I Shares |
59,957 | 1,539,600 | ||||||
| E Shares |
2,915 | 75,000 | ||||||
| Series II |
||||||||
| A-II Shares |
1,269,049 | $ | 32,752,375 | |||||
| F-I Shares |
19,995 | 515,000 | ||||||
| E Shares |
775 | 20,000 | ||||||
The offer and sale of the Investor Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.
| Item 8.01. | Other Events |
Net Asset Value
On June 25, 2024, the operating manager of the Company determined the net asset value (“Net Asset Value”) per share, being the price at which sales of the Company’s shares are made, of the following types of the Company’s shares as of May 31, 2024:
| Type | Net Asset Value per Share |
|||
| Series I |
||||
| A-II Shares |
$ | 25.73 | ||
| F-I Shares |
$ | 25.68 | ||
| V Shares |
$ | 25.00 | ||
| Series II |
||||
| A-II Shares |
$ | 25.81 | ||
| F-I Shares |
$ | 25.76 | ||
| V Shares |
$ | 25.00 | ||
As of May 31, 2024, no S Shares, I Shares, F-S Shares, A-I Shares or E Shares were outstanding for either Series I or Series II. The transaction prices of the E Shares in Series I and Series II are $25.73 and $25.81, respectively, in each case, based on each Series’ respective aggregate Net Asset Value per share as of May 31, 2024.
The Net Asset Value of the Company’s outstanding shares is also available on its website at https://www.apollo.com/infraco, but the contents of the website are not incorporated by reference in or otherwise a part of this Current Report on Form 8-K.
For additional information, please see additional details included in Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Net Asset Value as of May 31, 2024 | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APOLLO INFRASTRUCTURE COMPANY LLC | ||
| By: | /s/ Yvette Novo | |
| Name: | Yvette Novo | |
| Title: | Chief Financial Officer | |
Date: June 25, 2024
Exhibit 99.1
Net Asset Value
We calculate net asset value per share in accordance with valuation policies and procedures that have been approved by our board of directors. Our monthly net asset value (“Net Asset Value”) is used to calculate the prices at which we sell our shares, except our V Shares. The tables that follow include the Net Asset Value of outstanding shares as of May 31, 2024. The following table provides a breakdown of the major components of our Net Asset Value as of May 31, 2024 ($ in thousands, except shares):
| Components of Net Asset Value |
||||
| Investments at fair value (cost of $351,550) |
$ | 356,629 | ||
| Cash and cash equivalents |
107,047 | |||
| Other assets |
8,737 | |||
| Other liabilities |
(6,111 | ) | ||
| Accrued performance fee |
(606 | ) | ||
|
|
|
|||
| Net Asset Value |
$ | 465,696 | ||
|
|
|
|||
| Number of outstanding shares |
18,058,318 | |||
|
|
|
The following table provides a breakdown of our total Net Asset Value and our Net Asset Value per share by type as of May 31, 2024 ($ in thousands, except shares and per share data):
| Net Asset Value per share | Series I A-II Shares |
Series I F-I Shares |
Series I V Shares |
Series II A-II Shares |
Series II F-I Shares |
Series II V Shares |
Total | |||||||||||||||||||||
| Monthly Net Asset Value |
$ | 111,293 | $ | 4,961 | $ | 1 | $ | 346,984 | $ | 2,456 | $ | 1 | $ | 465,696 | ||||||||||||||
| Number of outstanding shares |
4,325,173 | 193,200 | 40 | 13,444,516 | 95,349 | 40 | 18,058,318 | |||||||||||||||||||||
| Net Asset Value per share as of May 31, 2024 |
$ | 25.73 | $ | 25.68 | $ | 25.00 | $ | 25.81 | $ | 25.76 | $ | 25.00 | ||||||||||||||||
Document and Entity Information |
Jun. 25, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Apollo Infrastructure Co LLC |
| Amendment Flag | false |
| Entity Central Index Key | 0001971381 |
| Document Type | 8-K |
| Document Period End Date | Jun. 25, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-56561 |
| Entity Tax Identification Number | 92-3084689 |
| Entity Address, Address Line One | 9 West 57th Street |
| Entity Address, Address Line Two | 42nd Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10019 |
| City Area Code | (212) |
| Local Phone Number | 515-3200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |