0001179110-11-016462.txt : 20111209 0001179110-11-016462.hdr.sgml : 20111209 20111209195222 ACCESSION NUMBER: 0001179110-11-016462 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20111231 FILED AS OF DATE: 20111209 DATE AS OF CHANGE: 20111209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Commercial Real Estate Finance, Inc. CENTRAL INDEX KEY: 0001467760 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 270467113 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O APOLLO GLOBAL MANAGEMENT, LLC STREET 2: 9 WEST 57TH STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 515-3200 MAIL ADDRESS: STREET 1: C/O APOLLO GLOBAL MANAGEMENT, LLC STREET 2: 9 WEST 57TH STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIBERTY LIFE INSURANCE CO CENTRAL INDEX KEY: 0000059252 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34452 FILM NUMBER: 111254481 BUSINESS ADDRESS: STREET 1: 2000 WADE HAMPTON BLVD CITY: GREENVILLE STATE: SC ZIP: 29615 BUSINESS PHONE: 864-609-1000 MAIL ADDRESS: STREET 1: PO BOX 19043 CITY: GREENVILLE STATE: SC ZIP: 29602-9043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INVESTORS INSURANCE CORP CENTRAL INDEX KEY: 0000314347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34452 FILM NUMBER: 111254480 BUSINESS ADDRESS: STREET 1: 2970 HARTLEY ROAD STREET 2: SUITE 300 CITY: JACKSONVILLE STATE: FL ZIP: 32257 BUSINESS PHONE: 904-260-6990 MAIL ADDRESS: STREET 1: 2970 HARTLEY ROAD STREET 2: SUITE 300 CITY: JACKSONVILLE STATE: FL ZIP: 32257 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34452 FILM NUMBER: 111254474 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings, L.P. CENTRAL INDEX KEY: 0001449434 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34452 FILM NUMBER: 111254475 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Capital Management GP, LLC CENTRAL INDEX KEY: 0001456419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34452 FILM NUMBER: 111254476 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 515 3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Capital Management, L.P. CENTRAL INDEX KEY: 0001456421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34452 FILM NUMBER: 111254477 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 515 3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athene Asset Management LLC CENTRAL INDEX KEY: 0001505002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34452 FILM NUMBER: 111254479 BUSINESS ADDRESS: STREET 1: 818 MANHATTAN BEACH BLVD STREET 2: SUITE 100 CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 BUSINESS PHONE: 310-698-4481 MAIL ADDRESS: STREET 1: 818 MANHATTAN BEACH BLVD STREET 2: SUITE 100 CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athene Holding Ltd CENTRAL INDEX KEY: 0001527469 STATE OF INCORPORATION: D0 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34452 FILM NUMBER: 111254483 BUSINESS ADDRESS: STREET 1: 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: 441-279-8400 MAIL ADDRESS: STREET 1: 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athene Group Ltd CENTRAL INDEX KEY: 0001527487 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34452 FILM NUMBER: 111254482 BUSINESS ADDRESS: STREET 1: C/O WALKER CORPORATE SERVICES LIMITED STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 345-949-0100 MAIL ADDRESS: STREET 1: C/O WALKER CORPORATE SERVICES LIMITED STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Life Asset Ltd. CENTRAL INDEX KEY: 0001527502 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34452 FILM NUMBER: 111254478 BUSINESS ADDRESS: STREET 1: C/O WALKER CORPORATE SERVICES LIMITED STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 345-949-0100 MAIL ADDRESS: STREET 1: C/O WALKER CORPORATE SERVICES LIMITED STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 5 1 edgar.xml FORM 5 - X0304 5 2011-12-31 0 0 0 0001467760 Apollo Commercial Real Estate Finance, Inc. ARI 0001527487 Athene Group Ltd C/O WALKER CORPORATE SERVICES LIMITED WALKER HOUSE, 87 MARY STREET GEORGE TOWN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 0000059252 LIBERTY LIFE INSURANCE CO 2000 WADE HAMPTON BLVD GREENVILLE SC 29615 0 0 1 0 0000314347 INVESTORS INSURANCE CORP 2970 HARTLEY ROAD SUITE 300 JACKSONVILLE FL 32257 0 0 1 0 0001505002 Athene Asset Management LLC 818 MANHATTAN BEACH BLVD SUITE 100 MANHATTAN BEACH CA 90266 0 0 1 0 0001527502 Apollo Life Asset Ltd. C/O WALKER CORPORATE SERVICES LIMITED WALKER HOUSE, 87 MARY STREET GEORGE TOWN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 0001456421 Apollo Capital Management, L.P. 9 WEST 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001456419 Apollo Capital Management GP, LLC 9 WEST 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001449434 Apollo Management Holdings, L.P. 9 W. 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001449433 Apollo Management Holdings GP, LLC 9 W. 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001527469 Athene Holding Ltd 96 PITTS BAY ROAD PEMBROKE D0 HM08 BERMUDA 0 0 1 0 Common Stock 2011-11-10 5 J 0 0 A 3257366 I See footnote See Exhibit 99.1. [see signatures attached as Exhibit 99.2] 1 2011-12-09 [see signatures attached as Exhibit 99.2] 2 2011-12-09 [see signatures attached as Exhibit 99.2] 3 2011-12-09 [see signatures attached as Exhibit 99.2] 4 2011-12-09 [see signatures attached as Exhibit 99.2] 5 2011-12-09 [see signatures attached as Exhibit 99.2] 6 2011-12-09 [see signatures attached as Exhibit 99.2] 7 2011-12-09 [see signatures attached as Exhibit 99.2] 8 2011-12-09 [see signatures attached as Exhibit 99.2] 9 2011-12-09 [see signatures attached as Exhibit 99.2] 10 2011-12-09 EX-99.1 2 ex99-1.htm

Exhibit 99.1

 

(1)          The amount reported includes an aggregate of 3,000,000 shares of common stock, par value $0.01 (the “Common Stock”), of Apollo Commercial Real Estate Finance, Inc. (the “Issuer”) held by Liberty Life Insurance Company (“Liberty Life”) and by Investors Insurance Corporation (“IIC”), and an additional 101,366 shares of Common Stock beneficially owned by Apollo Management Holdings, L.P. (“Management Holdings”) that are held of record by ACREFI Management, LLC (“ACREFI Management”), which serves as the manager of the Issuer.  The amount reported also includes 156,000 restricted stock units granted to ACREFI Management by the Issuer on August 4, 2011 under the Issuer’s 2009 Equity Incentive Plan, pursuant to Rule 166-3(d).  The restricted stock units vest in equal installments on January 1, 2012, January 1, 2013 and January 1, 2014.  Under the terms of the restricted stock unit agreement, any vested shares will be issued by the Issuer once the restricted stock units are fully vested in January 2014.  Vesting of the restricted stock units is subject to ACREFI Management’s continued service as the manager of the Issuer.  This Statement on Form 5 is filed only to report the change in beneficial ownership that occurred in connection with the corporate reorganization described below, and does not otherwise reflect the acquisition or disposition of any shares of Common Stock of the Issuer.

 

Athene Holding Ltd. (“Athene Holding”) is the sole stockholder of Liberty Life.  As the result of a corporate reorganization in which Athene Holding contributed all of the outstanding common stock of IIC held by Athene Holding to Liberty Life on November 10, 2011 following approval of the reorganization by the Delaware Department of Insurance, Liberty Life became the sole stockholder of IIC effective as of September 30, 2011.  Athene Group Ltd. (“Athene Group”) is the sole voting member of Athene Holding.  Athene Asset Management LLC (“AAM”) is the investment manager for IIC.  Apollo Life Asset Ltd. (“Apollo Life”) is the controlling member of AAM, and Apollo Capital Management, L.P. (“Capital Management”) is the sole shareholder of Apollo Life.  Apollo Capital Management GP, LLC (“Management GP”) is the general partner of Capital Management.  Management Holdings is the sole member and manager of Management GP and other Apollo investment managers, including Apollo Global Real Estate Management GP, LLC.  Apollo Global Real Estate Management GP, LLC is the general partner of Apollo Global Real Estate Management, L.P., which is the sole member and manager of ACREFI Management.  Apollo Management Holdings GP, LLC (“Management Holdings GP”, and together with Liberty Life, IIC, Management Holdings, Athene Holding, Athene Group, AAM, Apollo Life, Capital Management and Management GP, the “Reporting Persons”) is the general partner of Management Holdings.  James Belardi, Brian Bresnahan, Wendy Dulman, Frank Gillis, Gernot Lohr, Laurie Medley, Matt Michelini, Eric Press, Marc Rowan, Imran Siddiqui and Christopher Edson are the directors of Athene Group.  Leon Black, Joshua Harris and Marc Rowan are the managers and executive officers of Management Holdings GP.  Joseph F. Azrack, Eric L. Press and Henry R. Silverman serve on the board of directors of the Issuer as representatives of Management Holdings and Management Holdings GP.  Mr. Azrack is associated with Apollo Global Real Estate Management, L.P. and ACREFI Management, LLC.  Messrs. Press and Silverman are each associated with ACREFI Management, LLC and other Apollo investment managers affiliated with Management Holdings and Management Holdings GP.

 

Liberty Life disclaims beneficial ownership of the shares of the Issuer’s common stock held of record by IIC, IIC disclaims beneficial ownership of the shares of the Issuer’s common stock held of record by Liberty Life, and each of Athene Holding, Athene Group, AAM, Apollo Life, Capital Management, Management GP, Management Holdings, Management Holdings GP, Messrs. Belardi, Black, Bresnahan, Edson, Gillis, Harris, Lohr, Michelini, Press, Rowan and Siddiqui, and Ms. Dulman and Ms. Medley, disclaims beneficial ownership of the shares of the Issuer’s common stock

 

1


 

held of record by Liberty Life or IIC, in each case except to the extent of any pecuniary interest therein.  This report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose.  The shares of Common Stock reported as beneficially owned do not include any shares of Common Stock owned of record by Apollo Principal Holdings I, L.P. and that may be beneficially owned by its general partner, Apollo Principal Holdings I GP, LLC.  The Reporting Persons are not part of a group with ACREFI Management, Apollo Global Real Estate Management, L.P., Apollo Global Real Estate Management GP, LLC, Apollo Principal Holdings I, L.P. or Apollo Principal Holdings I GP, LLC, and each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer’s Common Stock owned of record or beneficially owned by any of ACREFI Management, Apollo Global Real Estate Management, L.P., Apollo Global Real Estate Management GP, LLC, Apollo Principal Holdings I, L.P. or Apollo Principal Holdings I GP, LLC, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

The address of Liberty Life is 2000 Wade Hampton Boulevard, Greenville, South Carolina 29615.  The address of IIC is 2970 Hartley Road, Suite 300, Jacksonville, Florida 32257.  The address of AAM and of Mr. Belardi is 818 Manhattan Beach Blvd, Suite 100, Manhattan Beach, CA 90266.  The address of Apollo Life and Athene Group is c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9005.  The address of Athene Holding and of Mr. Gillis is 96 Pitts Bay Road, Pembroke, Bermuda HM08.  The address of Capital Management, Management GP, Management Holdings and Management Holdings GP, and Ms. Dulman, Ms. Medley, Messrs. Black, Edson, Harris, Lohr, Michelini, Press, Rowan and Siddiqui, is c/o Apollo Management, L.P., 9 West 57th St., 43rd Floor, New York, New York 10019.

 

2

 EX-99.2 3 ex99-2.htm

Exhibit 99.2

 

This Statement on Form 5 is filed by:  (i) Liberty Life Insurance Company, (ii) Investors Insurance Corporation, (iii) Athene Holding Ltd., (iv) Athene Group Ltd., (v) Athene Asset Management LLC, (vi) Apollo Life Asset Ltd., (vii) Apollo Capital Management, L.P., (viii) Apollo Capital Management GP, LLC, (ix) Apollo Management Holdings, L.P., and (x) Apollo Management Holdings GP, LLC.

 

Name of Designated Filer:  Athene Group Ltd.

Statement for Issuer’s Fiscal Year Ended: December 31, 2011

Issuer Name and Ticker or Trading Symbol: Apollo Commercial Real Estate Finance, Inc. [ARI]

 

 

 

LIBERTY LIFE INSURANCE COMPANY

 

 

 

 

 

 

 

By:

/s/ John Golden

 

Name:

John Golden

 

Title:

Secretary

 

 

 

 

 

 

 

INVESTORS INSURANCE CORPORATION

 

 

 

 

 

 

 

By:

/s/ John Golden

 

Name:

John Golden

 

Title:

Secretary

 

 

 

 

 

 

 

ATHENE HOLDING LTD.

 

 

 

 

 

 

 

By:

/s/ Tab Shanafelt

 

Name:

Tab Shanafelt

 

Title:

Chief Legal Officer and Assistant Secretary

 

 

 

 

 

 

 

ATHENE GROUP LTD.

 

 

 

 

By:

/s/ Brian F. Bresnahan

 

Name:

Brian F. Bresnahan

 

Title:

Director

 

 

 

 

 

 

 

ATHENE ASSET MANAGEMENT LLC

 

 

 

 

 

 

 

By:

/s/ John Golden

 

Name:

John Golden

 

Title:

Senior Vice President

 


 

 

APOLLO LIFE ASSET LTD.

 

 

 

 

 

 

 

By:

/s/ Cindy Michel

 

Name:

Cindy Michel

 

Title:

Vice President

 

 

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT, L.P.

 

 

 

 

By:

Apollo Capital Management GP, LLC

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Cindy Michel

 

 

Name:

Cindy Michel

 

 

Title:

Vice President

 

 

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT GP, LLC

 

 

 

 

 

 

 

By:

/s/ Cindy Michel

 

Name:

Cindy Michel

 

Title:

Vice President

 

 

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

 

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Cindy Michel

 

 

Name:

Cindy Michel

 

 

Title:

Vice President

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

 

 

 

 

By:

/s/ Cindy Michel

 

Name:

Cindy Michel

 

Title:

Vice President