Advisory Business
Apollo Global Management, Inc.
Apollo Global Management, Inc. (“AGM,” and together with its subsidiaries, “Apollo”), a
Delaware corporation, is a high-growth, global alternative asset manager and a retirement services
provider that is publicly listed on the New York Stock Exchange under the symbol “APO.”
AGM’s business is to generate investment income and retirement savings by managing, raising,
and investing assets in private and public markets and across the yield, hybrid, and equity spectrum
(as described herein) in order to seek excess returns for Clients (as defined herein). AGM has
three reportable segments: (1) asset management; (2) retirement services; and (3) principal
investing. These business segments are differentiated based on the investment services they
provide, as well as varying investing strategies.
AGM’s asset management segment focuses on three investing strategies: yield, hybrid, and equity.
These strategies reflect the range of investment capabilities across Apollo’s asset management
platform based on relative risk and return. Yield focuses on generating excess returns through
high-quality credit underwriting and origination. In addition to participation in the traditional
issuance and secondary credit markets, through affiliated origination platforms and corporate
solutions capabilities, the yield strategy seeks to originate attractive and safe-yielding assets for
investors. Hybrid brings together debt and equity capabilities and seeks to offer a differentiated
risk-adjusted return with an emphasis on structured, downside protected opportunities across asset
classes. Equity emphasizes flexibility, complexity, and purchase price discipline to drive
opportunistic-like returns for investors throughout market cycles. Apollo’s equity team has
experience across sectors, industries, and geographies in both private equity and real estate equity.
Control equity transactions are principally buyouts, corporate carveouts, and distressed
investments, while real estate funds generally transact in single asset, portfolio, and platform
acquisitions.
See Item 8 for additional information on the yield, hybrid, equity, and additional strategies.
Apollo’s retirement services business is conducted by Athene Holding Ltd. (“Athene Holding” or
“Athene”), a leading financial services company that specializes in issuing, reinsuring, and
acquiring retirement savings products designed for the increasing number of individuals and
institutions seeking to fund retirement needs.
In AGM’s principal investing segment, AGM makes strategic equity and financing investments
and generates performance allocations from the Apollo Funds (as defined herein).
Apollo Asset Management, Inc.
Apollo Asset Management, Inc. (“AAM”), a Delaware corporation, is one of AGM’s principal
subsidiaries. AGM’s asset management business (described above) operates under AAM.
Apollo Capital Management, L.P.
Apollo Capital Management, formed in 2007, is an indirect, wholly owned subsidiary of AGM
and is registered as an investment adviser with the SEC. Apollo Capital Management, together
with certain of its relying advisers, provides investment management, advisory, and administrative
services through wholly owned and controlled management entities (collectively, with Apollo
Capital Management, the “Apollo Credit Managers”) to advisory clients. The Apollo Credit
Managers’ advisory clients are comprised of credit funds, including single investor funds (“SIFs”),
parallel funds, feeder funds, alternative investment vehicles, and separately managed accounts
(“SMAs”) (collectively, the “Apollo Credit Funds”). The Apollo Credit Managers also serve as:
(i) collateral managers to certain Apollo Credit Funds structured as collateralized loan obligations
(“CLOs”); and (ii) investment managers to co-investment vehicles structured to facilitate
investments by affiliated and third-party co-investors alongside Apollo Credit Funds (“Credit Co-
Investment Vehicles”). The Apollo Credit Funds, together with the Credit Co-Investment Vehicles
managed by the Apollo Credit Managers, are collectively referred to as “Apollo Credit Clients” or
“Credit Clients.”
1
Apollo Management, L.P.
Apollo Management, L.P. (“Apollo Management”), formed in 2007, is a relying adviser on Apollo
Capital Management and an indirect, wholly owned subsidiary of AGM. As a relying adviser on
ACM, Apollo Management is registered as an investment adviser. Apollo Management was
historically registered as a separate investment adviser with the SEC and acted as the umbrella
registrant for numerous relying advisers (collectively, with Apollo Management, the “Apollo
Equity Managers”) who provide services to advisory clients, including private equity, hybrid
value, infrastructure, and principal finance funds, including SIFs, parallel funds, feeder funds, and
alternative investment vehicles (collectively referred to as “Apollo Equity Funds”).
2 The Apollo
Equity Managers also serve as investment managers to various co-investment vehicles structured
to facilitate investments by affiliated and third-party co-investors alongside Apollo Equity Funds
(“Equity Co-Investment Vehicles”). The Apollo Equity Funds and Equity Co-Investment Vehicles
1 Unless otherwise explicitly stated in this Brochure, the term “Apollo Credit Clients” includes “AISG Client
Accounts,” as defined herein; and (ii) clients of S3 (as defined and discussed herein).
2 The Apollo Equity Managers became relying advisers of ACM as of January 25, 2023.
managed by the Apollo Equity Managers are collectively referred to as “Apollo Equity Clients” or
“Equity Clients.”
Apollo Global Real Estate Management, L.P.
Apollo Global Real Estate Management, L.P. (“AGREM”), formed in 2008, is a relying adviser
on ACM and an indirect, wholly owned subsidiary of AGM. As a relying adviser on ACM,
AGREM is registered as an investment adviser. AGREM was historically registered as a separate
investment adviser with the SEC; through AGREM’s relying advisers (collectively, the “Apollo
Real Asset Managers”), the Apollo Real Asset Managers primarily manage real estate funds,
including SIFs, parallel funds, feeder funds, and alternative investment vehicles (collectively
referred to as “Apollo Real Asset Funds”).
3 The Apollo Real Asset Managers also serve as
investment managers to various co-investment vehicles structured to facilitate investments by
affiliated and third-party co-investors alongside Apollo Real Asset Funds (“Real Asset Co-
Investment Vehicles,” together with Credit Co-Investment Vehicles and Equity Co-Investment
Vehicles, “Co-Investment Vehicles”). The Apollo Real Asset Funds and any Real Asset Co-
Investment Vehicles managed by the Apollo Real Asset Managers are collectively referred to as
“Apollo Real Asset Clients.”
The Apollo Credit Managers, Apollo Equity Managers, and Apollo Real Asset Managers are
collectively referred to as the “Apollo Managers.” The Apollo Credit Funds, Apollo Equity Funds,
and Apollo Real Asset Funds are collectively referred to as the “Apollo Funds.” The Apollo Credit
Clients, Apollo Equity Clients, and Apollo Real Asset Clients managed by the Apollo Managers
are collectively referred to as “Apollo Clients” or “Clients.”
Investment Advisory Relationship
The advisory relationship between each Client and the relevant Apollo Manager is governed by its
respective investment management agreement (each, a “Management Agreement”). The
negotiation of the applicable Management Agreement between a Client and one of the Apollo
Managers is generally not conducted at arm’s length, because they are related parties. The terms
of Management Agreements, including the fees payable to each Apollo Manager, could therefore
be less favorable to Clients than they would be if they had been negotiated with an unaffiliated
third party. This conflict of interest is mitigated, at least in part, by the fact that certain investors
in Clients negotiate terms (including management fees received by the Apollo Managers and their
affiliates (“Management Fees”) (as discussed herein) and carried interest payable to the applicable
general partners) through the negotiation of the governing documents, which could include, but
are not limited to, the applicable private placement memorandum (or equivalent disclosure
3 The Apollo Real Asset Managers became relying advisers of ACM as of January 25, 2023.
document), limited partnership agreement, limited liability company agreement or similar
organizational document, Management Agreement and/or side letter (collectively, “Governing
Documents”).
Co-Investments
From time to time, subject to allocation considerations (certain of which are discussed herein), the
Apollo Managers offer opportunities for co-investment. While the Apollo Managers are under no
obligation to offer co-investment opportunities, if offered, such co-investment opportunities are
offered to: (i) other Clients (which could include Clients that are deemed to be affiliates of certain
of the Apollo Managers by virtue of, among other things, the ownership or control over such Client
by employees of an affiliate of the Apollo Managers, such as Insurance Company PortCos (as
defined herein) and investment products sponsored by such Insurance Company PortCos); (ii)
investors in any Client (or any of such investor’s beneficial owners, advisors, or consultants); (iii)
management or employees of the relevant portfolio investment, consultants, and advisors with
respect to such portfolio investment or pre-existing investors or other persons associated with such
portfolio investment; (iv) joint venture partners; (v) private funds, alternative asset management,
or real estate businesses or similar persons or businesses sponsored, managed, or advised by
persons other than Apollo; or (vi) other persons, including, without limitation, persons or entities
whom the relevant Apollo Manager(s) or their respective affiliates believe will be of benefit to a
Client or one or more portfolio investments
or who provide a strategic sourcing or similar benefit
to Apollo, the Client, a portfolio investment, or one or more of their respective affiliates due to
industry expertise, regulatory expertise, end user expertise, or otherwise (including, without
limitation, private funds and/or other investment vehicles sponsored by persons other than Apollo)
(collectively, “Co-Investors”). A portfolio investment could include, but is not limited to, an
investment in a portfolio company by a Client. In certain instances, the Apollo Managers offer a
co-investment opportunity to one or more of the categories of Co-Investors described above
without offering such opportunity to the other categories.
The Apollo Managers and their affiliates could charge Management Fees and other fees to and
receive carried interest or other incentive compensation and expense reimbursements from, such
Co-Investors or Co-Investment Vehicles. In addition, in connection with any such co-investment,
the Apollo Managers or any of their affiliates will retain the portion of any Special Fees (as defined
herein) allocable or otherwise attributable to investments in portfolio companies by any such Co-
Investors, whether or not such portfolio investments are consummated.
The Apollo Managers have made de minimis investments in Clients and could do so in the future,
in particular for legal, tax, regulatory, or other considerations. Additionally, certain affiliates of
Apollo co-invest in or alongside Apollo Funds. In addition, certain of Apollo’s principals, officers,
directors, and employees and certain of Apollo’s affiliates have direct and indirect investments in
certain Clients through, for example, partner interests (or the equivalent), employee Co-Investment
Vehicles, direct investments, deferred compensation agreements, performance allocations, and
carried interest.
Strategic Partnerships
Certain of the Apollo Managers have entered, and will continue to enter, into strategic partnerships
directly or indirectly with investors through SIFs that commit, contribute, allocate, or co-invest
significant capital to a number of Apollo products, investment ideas and asset classes. SIFs could
be established to facilitate investments by third-party institutional investors in securities, assets
and/or directly in Apollo Funds and Co-Investment Vehicles. SIFs could provide such investors
with enhanced levels of transparency, liquidity, and control over their investments. These
arrangements include Apollo granting certain preferential terms to such investors, including a
waiver or reduction of Management Fees and/or a blended Management Fee. Preferential terms
provided can also include granting carried interest rates that are lower than those applicable to, or
in the Clients in which, such strategic partnership investors invest, or entering into co-investment
relationships with such investors. In addition, investors in strategic partnerships could be
represented on an advisory board of a Client. The preferential terms provided to strategic
partnership investors are not subject to “most favored nation” provisions in the applicable Apollo
Fund’s Governing Documents.
Single Investor Funds and Separately Managed Accounts
Certain Apollo Managers have entered, and will continue to enter, into partnerships directly or
indirectly with investors through SIFs and SMAs. This could include strategic partnerships in the
form of SIFs or SMAs that contribute, allocate or co-invest significant capital to a number of
Apollo products, investment ideas and asset classes. SIFs and SMAs could be established to
facilitate investments by third-party institutional investors in securities, assets and/or directly in
Apollo Funds and Co-Investment Vehicles. SIFs and SMAs could provide such investors with
enhanced levels of transparency, liquidity, and control over their investments. When Apollo
Managers enter into these arrangements, an Apollo Manager could grant certain preferential terms
to such investors, including, by way of example, a waiver or reduction of Management Fees and/or
blended Management Fees and carried interest rates that are lower than those applicable to other
Clients in which such SIFs or SMAs invest.
The preferential terms provided to investors in certain SIFs and SMAs are not subject to “most
favored nation” provisions in the applicable Governing Documents with investors in Clients. For
example, when an investor in a SIF or SMA invests in or alongside a Client on the same general
terms as other investors in that Client, but receives a lower blended Management Fee or carried
interest rate in the SIF or SMA payable to Apollo as a whole, the lower blended fees (and any
other preferential terms received by the investor in the SIF) will not trigger the Client’s “most
favored nation” provisions.
In addition, an investor in a SIF or SMA could have representatives on certain Client advisory
boards. Potential conflicts of interest involving members of a Client’s advisory board are
discussed herein.
A SIF or an SMA may also be subject to investment guidelines, restrictions, or limitations that
are different than other SIFs or SMAs which may result in substantial differences in the
investments for each portfolio and the timing of the acquisition or disposition of investments for
the portfolio of any SIF or SMA and, to the extent an SIF or SMA invests in another Client, such
restrictions or limitations could impact the overall portfolio management of such Client.
Clients as Limited Partners/Affiliated Investors in Clients
Certain Clients invest in Apollo Funds as limited partners and, as such, the general partner of such
an Apollo Fund is incentivized to grant certain consent rights or preferential treatment to, or waive
certain obligations of, such a Client, which creates conflicts of interest. In addition, Apollo has
entered into, and will again in the future enter into, arrangements with Clients with the effect that
such Clients pay, or otherwise bear, higher, lower or no carried interest or Management Fees at
the level of such Client or with respect to its interest in such Apollo Fund. This arrangement could
be affected by a waiver, discount, rebate, another agreement, or the applicable Governing
Documents of such Client, such Apollo Fund, or otherwise. The preferential terms provided to
such Client as contemplated by this paragraph are not subject to “most favored nation” provisions
under the applicable Apollo Fund’s Governing Documents.
Apollo Insurance Solutions Group LP
Apollo Insurance Solutions Group LP (“AISG”), formed in 2009, is a relying adviser and an
indirect wholly owned subsidiary of Apollo Capital Management and AGM. AISG is an Apollo
Credit Manager and acts as investment adviser, or in certain cases, as a sub-adviser, principally to
insurance companies, reinsurance companies, and insurance-related clients. See Item 10 for
additional detail on AISG.
Apollo Co-Investment Capital Management, LLC and Apollo Co-Investment Management,
LLC
Apollo Co-Investment Capital Management, LLC, formed in 2014, is a wholly owned subsidiary
of Apollo Management. Similarly, Apollo Co-Investment Management, LLC is a wholly owned
subsidiary of Apollo Capital Management. See Item 6 for additional information regarding co-
investments. Apollo Co-Investment Capital Management, LLC and Apollo Co-Investment
Management, LLC are both relying advisers on ACM and deemed registered with the SEC as
investment advisers.
Additional Relying Advisers
A complete list of ACM’s relying advisers is disclosed in ACM’s Form ADV Part 1A, Schedule
R.
Additional Considerations
The Apollo Managers provide investment management services to additional (including
competing) private pooled investment vehicles that are offered to investors on a private placement
basis. In connection with these services, the Apollo Managers are usually appointed as investment
advisers with discretionary investment authorization. Investors in existing Clients are also
solicited to invest in one or more additional Clients and/or Apollo Funds.
Except in limited circumstances, the Apollo Managers generally have full discretionary authority
with respect to the investment decisions of their Clients; however, their advice is provided in
accordance with and subject to the investment objectives and guidelines set forth in each Client’s
applicable Governing Documents.
A Client’s investments could be subject to certain diversification, geographic and other restrictions
and limitations as set forth in the applicable Client’s Governing Documents. In connection with
certain investments, the Apollo Managers employ hedging techniques designed to reduce the risks
of adverse movements in interest rates, securities prices, and currency exchange rates. The Apollo
Managers and certain affiliated general partners of the Apollo Clients, also enter into side letters
with certain investors in Clients that impose further restrictions on investing in certain types of
securities, geographies, or businesses with respect to such investors in order to, among other
things, meet certain legal, tax, regulatory, internal policy, or other requirements or requests of such
investors. While such restrictions are intended to apply only to investors with side letters that
include these terms, in practice these restrictions could limit the investments and operations of a
Client or other investors. This occurs, for example, when such a side letter term causes a Client to
not make a particular investment or if other investors are required to invest incremental amounts
in a given investment due to the non-participation of any investor whose side letter excludes such
an investment.
The information provided above about the investment advisory services provided by the Apollo
Managers is qualified in its entirety by reference to the relevant Client’s applicable Governing
Documents.
As of December 31, 2023, the Apollo Managers had approximately $490,730,557,764 in
regulatory assets under management on a discretionary basis and approximately $13,339,294,263
in regulatory assets under management on a non-discretionary basis.