UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~Report~~report (Date of earliest event reported): ~~February~~April 2814, 2023

Apollo Asset Management, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35107

~~Delaware~~

20-8880053

~~001-35107~~

~~20-8880053~~

(State or other jurisdiction of incorporation)

(Commission File Number)

~~(State or other jurisdiction of incorporation)~~

(I.R.S. Employer Identification No.)

~~(Commission File Number)~~

~~(IRS Employer Identification No.)~~

9 West 57th Street, 42^nd Floor

New York, New York 10019

(Address of principal executive offices) (Zip Code)

(212) 515-3200

(Registrant'’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~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 (see General Instruction A.2. below):

☐

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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
6.375% Series A Preferred Stock	AAM.PR A	New York Stock Exchange
6.375% Series B Preferred Stock	AAM.PR B	New York Stock Exchange

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 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company ☐

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. ☐

~~period~~Item ~~for~~1.01 ~~complying~~Entry ~~with~~into ~~any new or revised financial accounting standards provided pursuant to Section 13(~~a) ofMaterial ~~the~~Definitive ~~Exchange Act. ☐~~Agreement

~~Item~~Supplemental ~~7.01 Regulation~~Indentures ~~FD Disclosure.~~

OnTenth ~~February 28,~~Supplemental ~~2023,~~Indenture Apollo Asset Management, Inc. (the “Company”) filed its annual report on Form 10-K as of and for the year ended December 31, 2022. 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~~On ~~information~~April 14, ~~included~~2023, inApollo ~~this~~Asset ~~Current~~Management, ~~Report~~Inc. ~~on Form 8-K~~ (~~including~~ the ~~exhibit hereto~~“Company”) isand ~~being~~Apollo ~~furnished~~Global ~~under~~Management, ~~Item 7~~Inc.01 (“~~Regulation FD Disclosure~~AGM”, and ~~Item~~together ~~9.01~~with ~~“Financial~~the ~~Statements~~Company, ~~and~~the ~~Exhibits~~“New Guarantors”) ofentered ~~Form~~into ~~8-K.~~a Astenth ~~such,~~supplemental ~~the~~indenture ~~information~~ (~~including~~ the ~~exhibit)~~“Tenth ~~herein~~Supplemental ~~shall~~Indenture”) ~~not be deemed~~ to bethe ~~“filed”~~Indenture ~~for~~dated ~~the~~as ~~purposes~~ of ~~Section~~May 30, 182014, ofas ~~the~~previously ~~Securities~~supplemented ~~Exchange~~on ~~Act~~May 30, of2014, ~~1934~~January 30, as2015, ~~amended~~February 1, ~~(the~~2016, ~~“Exchange~~May 27, ~~Act”)~~2016, orApril 13, ~~otherwise~~2017, ~~subject~~March 15, to2018, ~~the~~February 7, ~~liabilities~~2019, ofJune 11, ~~that Section~~2019, ~~nor~~and ~~shall~~June 5, it2020, beamong ~~incorporated~~(i) Apollo byManagement ~~reference~~Holdings, ~~into~~L.P. a(the ~~filing~~“Issuer”), ~~under~~(ii) the ~~Securities~~guarantors ~~Act~~party ofthereto ~~1933,~~(collectively asthe ~~amended~~“Existing Guarantors”), orand ~~the~~(iii) Computershare ~~Exchange~~Trust ~~Act~~Company, ~~except~~National asAssociation ~~shall~~(f/k/a beWells ~~expressly~~Fargo ~~set~~Bank, ~~forth~~National byAssociation), ~~specific~~as ~~reference~~trustee in(the ~~such a filing~~“Trustee”).

Pursuant to the Tenth Supplemental Indenture, each New Guarantor agreed to fully and unconditionally, jointly and severally, with the Existing Guarantors, guarantee the Issuer’s: (i) 4.000% Senior Notes due 2024; (ii) 4.400% Senior Notes due 2026; (iii) 5.000% Senior Notes due 2048; (iv) 4.872% Senior Notes due 2029; and (v) 2.650% Senior Notes due 2030.

First Supplemental Indenture

On April 14, 2023, the New Guarantors entered into a first supplemental indenture (the “First Supplemental Indenture”) to the Indenture dated as of December 17, 2019, among the Issuer, the Existing Guarantors, and the Trustee.

Pursuant to the First Supplemental Indenture, each New Guarantor agreed to fully and unconditionally, jointly and severally, with the Existing Guarantors, guarantee the Issuer’s 4.950% Fixed-Rate Resettable Subordinated Notes due 2050.

The foregoing is a summary of the Tenth Supplemental Indenture and the First Supplemental Indenture and is qualified in its entirety by reference to the Tenth Supplemental Indenture and the First Supplemental Indenture attached hereto as Exhibits 4.1 and 4.2, respectively, each of which is incorporated herein by reference as though they were fully set forth herein.

Guarantor Joinder Agreement to the Credit Agreement

On April 14, 2023, the New Guarantors entered into a guarantor joinder agreement (the “Joinder”) to the Credit Agreement, dated as of October 12, 2022 (as amended, restated, supplemented or otherwise modified from time to time, and together with the Joinder, the “Credit Agreement”), among (i) the Issuer, as the borrower of the Revolving Facility (the “Borrower”); (ii) the Initial Guarantors party thereto; (iii) the other Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used in this description without definition have the meanings set forth in the Credit Agreement.

Pursuant to the Joinder, each New Guarantor guarantees to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, the prompt payment of the Loan Obligations in full when due as set forth in the Credit Agreement.

The foregoing is a summary of the Joinder, and is qualified in its entirety by reference to the Joinder attached hereto as Exhibit 10.1 which is incorporated herein by reference as though it was fully set forth herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
ExhibitNo.	Description
99.1		Unaudited reconciliation of financial data.
4.1	Tenth Supplemental Indenture, dated as of April 14, 2023, among Apollo Management Holdings, L.P., the Guarantors party thereto and Computershare Trust Company, National Association (f/k/a Wells Fargo Bank, National Association), as trustee
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
4.2	First Supplemental Indenture, dated as of April 14, 2023, among Apollo Management Holdings, L.P., the Guarantors party thereto and Computershare Trust Company, National Association (f/k/a Wells Fargo Bank, National Association), as trustee
10.1	Guarantor Joinder Agreement, dated as of April 14, 2023, among Apollo Management Holdings, L.P., the Guarantors party thereto from time to time, the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time and Citibank, N.A., as administrative agent for the Lenders
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 ASSET MANAGEMENT, INC.~~	APOLLO ASSET MANAGEMENT, INC.
Date: February 28, 2023	By:		/s/ Louis-Jacques Tanguy
Date: April 14, 2023		By:	/s/ Jessica L. Lomm
			Louis-Jacques Tanguy
		Name:	Jessica L. Lomm
			Chief Accounting Officer
		Title:	Vice President and Secretary

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