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.
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.
Investment funds (“Apollo Funds”), real estate investment trusts (“REITs”), holding companies,
vehicles, accounts, products, and/or other similar arrangements sponsored, advised, and/or
managed by Apollo or its affiliates, whether currently in existence or subsequently established (in
each case, including any related successor funds, alternative vehicles, supplemental capital
vehicles, surge funds, over-flow funds, co-investment vehicles (“Co-Investment Vehicles”), and
other entities formed in connection with Apollo or its affiliates side-by-side or additional general
partner investments with respect thereto) are collectively referred to herein as “Apollo Clients” or
“Clients.”
Apollo Manager, LLC
Apollo Manager, LLC (the “Manager”), formed in 2023, is an indirect, wholly owned subsidiary
of AGM and registered as an investment adviser with the SEC. The Manager is the investment
adviser to Apollo Infrastructure Company LLC, a holding company organized as a limited liability
company under the laws of the State of Delaware (“AIC”). AIC is privately offered and not
registered with the SEC under the Investment Company Act of 1940, as amended. AIC, together
with any other funds, accounts, entities, holding companies, vehicles, products and/or similar
arrangements sponsored, managed, or advised by the Manager are collectively referred to as
Clients (as defined above).
As of December 31, 2023, the Manager had approximately $265,682,450 in regulatory assets under
management on a discretionary basis and $0 in regulatory assets under management on a non-
discretionary basis.
Investment Advisory Relationship
The advisory relationship between AIC and the Manager is governed by an operating agreement
(the “Operating Agreement”), pursuant to which the Manager provides certain management,
administrative, and advisory services to AIC related to identifying, acquiring, owning, controlling,
and providing capital to infrastructure assets. The Manager could in the future enter into additional
investment advisory relationships with other Clients (such arrangements, and together with the
Operating Agreement, each a “Management Agreement”). The negotiation of the applicable
Management Agreement between a Client and the Manager is generally not conducted at arm’s
length, because they are related parties. The terms of a Management Agreement, including the
fees payable to the 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 could be mitigated,
at least in part, to the extent certain investors in Clients are able to negotiate terms (including
management fees received by the Manager and its affiliates (“Management Fees”) (as discussed
herein) and performance fees, incentive fees, and/or carried interest payable to the Manager or an
affiliate thereof) through the negotiation of the governing documents, which could include, but are
not limited to, the applicable private placement memorandum (or equivalent disclosure 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
Manager expects to offer opportunities for co-investment. While the Manager is under no
obligation to offer co-investment opportunities, if offered, such co-investment opportunities are
offered to: (i) other Clients, including Clients (which could include Clients that are deemed to be
affiliates of the Manager by virtue of, among other things, the ownership or control over such
Client by employees of an affiliate of the Manager); (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 Manager or its affiliates
believes 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 Clients, 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, where
the Manager offers 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 Manager and its affiliates could charge Management Fees and other fees to and receive
incentive compensation (such as performance fees and/or carried interest) and expense
reimbursements from, such Co-Investors or Co-Investment Vehicles. In addition, in connection
with any such co-investment, the Manager 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 Manager could make de minimis investments in Clients 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.
Investment Strategies
The Manager intends to serve as the investment adviser for future Clients sponsored, managed, or
advised by Apollo for which Apollo determines in its discretion that engaging the Manager to
provide investment advisory services is appropriate under the circumstances. As referenced above,
the Manager has been engaged by AIC to provide a variety of services. AIC generally seeks to be
an owner, operator, and capital provider to infrastructure assets across global private markets, with
a focus on opportunities in North America, countries in Western Europe, and member states of the
Organization for Economic Co-operation and Development (“OECD”). In doing so, the objective
is to generate excess returns per unit of risk consisting of both current income and long-term capital
appreciation. AIC intends to have operations and provide capital across power and renewables,
transportation, communications, and social infrastructure sectors.
(i) Power and Renewables. AIC targets opportunities within power and renewables
across all aspects of the value chain including: generation, transmission/distribution
and storage of electricity. Generally, investments in these assets benefit from long-term
contracts (power purchase agreements, hedges, capacity, or services contracts), which
generally provide for stable, predictable cash flows.
(ii) Transportation. AIC targets opportunities in niche subsectors of transportation, such
as enabling the electrification of transportation through highly scalable platforms,
including, for example, partnerships with municipalities to replace high-pollutant,
diesel-fueled, public buses with electric ones (and to provide the necessary charging
infrastructure). Existing port infrastructure is over-utilized and will require massive
investment for expansion or improvement through capital expenditures.
Decarbonization, urbanization, supply chain security and technological advances are
also driving substantial need for investment in transportation infrastructure that
supports the global movement of both goods and people.
(iii) Communication. AIC targets opportunities in infrastructure communication assets,
such as building out and upgrading legacy fiber networks, data centers, and macro cell
towers to enable digital connectivity. Despite the evolution of cloud technology, every
single bit of data produced and consumed in the world needs to travel across physical
infrastructure in order to be sent by or retrieved from any device.
(iv) Social Infrastructure. AIC targets opportunities in the water, waste, and social
infrastructure subsectors, such as opportunities across the water value chain, such as
wastewater collection, storage, transportation, filtration, de-salination, treatment and
recycling.
The Manager monitors the process and factors for screening acquisition opportunities for AIC.
The Manager also conducts due diligence on specific acquisition opportunities. If the Manager
deems an acquisition opportunity appropriate, the Manager will recommend the acquisition to AIC.
Acquisition opportunities are subject to approval by one more of AIC’s officers or directors. The
Manager also seeks to identify and analyze exit options for certain of AIC’s acquisitions and
holdings. AIC’s Board oversees the performance of the Manager.
Additional Considerations
The Manager provides investment management services to AIC and is expected to provide
investment advisory services to additional (including competing) holding companies or pooled
investment vehicles that are typically offered to investors on a private placement basis. In
connection with these services, the Manager may be appointed by a Client as an operating manager
with non-discretionary and discretionary authorization for acquisitions, or could be appointed by
a Client as an investment adviser with discretionary investment authorization. Investors in existing
Clients are also solicited to invest in one or more additional Clients.
Except when otherwise required by a Client’s Governing Documents, as in the case of AIC, the
Manager otherwise generally has full discretionary authority with respect to the investment
decisions of its Clients; however, in each case 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 Manager employs hedging techniques designed to reduce the risks of
adverse movements in interest rates, securities prices, and currency exchange rates. The Manager
and certain affiliated general partners of Clients will 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
Manager is qualified in its entirety by reference to the relevant Client’s applicable Governing
Documents.