Apollo Global Management (APO) SEC comment letters

When the SEC's staff reviews a filing, it writes to the company with numbered questions, and the company answers each one in a letter. SEC publishes the exchange once the review is over, at least 20 business days later. Below: what the staff asked APO, and the company's answer to each question, quoted from the letters. A question is not an accusation; most reviews end with the company adding detail to its next filing.

Form S-4

2021-06-03 to 2021-07-08 · 4 questions · 1 letter from the SEC, 1 from the company

No closing letter

Income taxes

SEC letter of 2021-06-03 ↗ → company's reply of 2021-07-08 ↗

AGM Unaudited Financial Projections, page 158

SEC asked (1)

We note the statement at the bottom of page 160 that "AGM’s stockholders are cautioned not to place undue, if any, reliance on the AGM Supplied Financial Projections." Please delete the words “if any.”

APO answered

The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 162 of Amendment No. 1. Read in the reply ↗

Board of Directors and Management After the Mergers, page 175

SEC asked (2)

We note your disclosure that James Belardi will become a director of HoldCo upon closing of the mergers. Please file the written consent of Mr. Belardi as required by Securities Act Rule 438.

APO answered

The Company acknowledges the Staff’s comment and the Consent of Mr. Belardi has been filed with Amendment No. 1 as Exhibit 99.5. Read in the reply ↗

Material Tax Consequences of the Mergers · U.S. Federal Income Tax Consequences of the Mergers Generally, page 324

SEC asked (3)

We note your disclosure that the tax opinions you describe in this section will be given prior to closing. We also note that your exhibit index does not provide for any tax opinions. Please confirm that you will file the required opinions regarding tax matters or tell us why you believe such opinions are not required. Refer to Item 601(b)(8) of Regulation S-K and Section III.A of Staff Legal Bulletin No. 19.
Rest of the question

Unaudited Pro Forma Condensed Combined Financial Information 8. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations (N) Adjustments to recalculate the Pro Forma Earnings Per Share, page 359

APO answered

Company acknowledges the Staff’s comment and has added the forms of opinions regarding tax matters to the exhibit index and has filed the forms of the opinions with this Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial Information

8. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

(N) Adjustments to recalculate the Pro Forma Earnings Per Share, page 359 Read in the reply ↗

Material Tax Consequences of the Mergers · U.S. Federal Income Tax Consequences of the Mergers Generally, page 324

SEC asked (4)

We note your presentation and computation of pro forma earnings per share. Please revise your disclosures to provide greater clarity into the pro forma adjustments made to the historical shares outstanding in order to recompute the 568.3 million pro forma Class A Common Stock shares outstanding, basic and diluted.
Rest of the question

To the extent that incremental or share adjustments relate to different steps (e.g., AOG conversion, Transaction Accounting, etc.), disaggregate to show the impact to the denominator associated with each step. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

APO answered

The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 374 of Amendment No. 1.

*****

If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact the undersigned at (212) 373-3919. Read in the reply ↗

From the SEC's correspondence on EDGAR: staff letters (form UPLOAD) and company letters (form CORRESP), 5 letters filed since 2021-06-03. Questions and answers are matched by their numbers; topics come from words in each question. The reports are compared word for word (same form, before the first SEC letter against the first report after the company's reply). No AI.

APOApollo Global Management

Form S-4