Preliminary Prospectus Supplement
Table of Contents

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Filed Pursuant to Rule 497(e)
File No. 333-153879

Subject to Completion

Preliminary Prospectus Supplement, dated April 27, 2010

P R O S P E C T U S  S U P P L E M E N T

To the Prospectus dated August 6, 2009

LOGO

15,000,000 shares

Common stock

$            per share

 

 

Apollo Investment Corporation is an externally managed closed-end, non-diversified management investment company that has elected to be treated as a business development company, or BDC, under the Investment Company Act of 1940, or 1940 Act. Our investment objective is to generate both current income and capital appreciation through debt and equity investments.

We are offering for sale 15,000,000 shares of our common stock. We have granted the underwriters a 30-day option to purchase up to 2,250,000 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions, to cover over-allotments.

Our common stock is traded on the Nasdaq Global Select Market under the symbol “AINV”. The last reported closing price for our common stock on April 26, 2010 was $13.57 per share.

This prospectus supplement and the accompanying prospectus contain important information you should know before investing in our securities. Please read it before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission. This information is available free of charge by contacting us at 9 West 57th Street, New York, New York 10019, or by calling us at (212) 515-3450. The Securities and Exchange Commission maintains a website at www.sec.gov where such information is available without charge upon written or oral request. Our Internet website address is www.apolloic.com. Information contained on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus and you should not consider information contained on our website to be part of this prospectus.

Investing in our securities involves a high degree of risk, including the risk of the use of leverage, and is highly speculative. Before buying any securities, you should read the discussion of the material risks of investing in our securities in “Risk Factors” beginning on page 8 of the accompanying base prospectus.

Neither the Securities and Exchange Commission nor any state securities commission, nor any other regulatory body, has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

     Per share    Total

Public Offering Price

   $                 $             

Sales Load (Underwriting Discounts and Commissions)

   $      $  

Proceeds to Apollo Investment Corporation (before estimated expenses of $300,000)

   $      $  

 

 

The underwriters expect to deliver the shares to purchasers on or about April     , 2010.

Citi        
          BofA Merrill Lynch      
                        J.P.  Morgan    
                      RBC Capital Markets  
        UBS Investment Bank

 

                        BMO  Capital Markets   SunTrust Robinson Humphrey                         

 

Keefe, Bruyette & Woods   Ladenburg Thalmann & Co. Inc.   Natixis Bleichroeder LLC   Stifel Nicolaus

Prospectus Supplement dated April     , 2010


Table of Contents

You should rely only on the information contained in this prospectus supplement and the accompanying base prospectus, which we refer to collectively as the “prospectus.” We have not, and the underwriters have not, authorized anyone to provide you with additional information, or information different from that contained in this prospectus. If anyone provides you with different or additional information, you should not rely on it. We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement and the accompanying base prospectus is accurate only as of the date of this prospectus supplement or such base prospectus, respectively. Our business, financial condition, results of operations and prospects may have changed since then.

 

 

PROSPECTUS SUPPLEMENT

TABLE OF CONTENTS

 

FEES AND EXPENSES

   S-1

RECENT DEVELOPMENTS

   S-3

BUSINESS

   S-4

USE OF PROCEEDS

   S-6

PRICE RANGE OF COMMON STOCK

   S-7

SELECTED FINANCIAL DATA

   S-8

CAPITALIZATION

   S-9

FORWARD-LOOKING STATEMENTS

   S-10

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

   S-11

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   S-22

UNDERWRITING

   S-23

LEGAL MATTERS

   S-28

EXPERTS

   S-28

INTERIM FINANCIAL STATEMENTS

   F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   F-33

 

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Table of Contents

PROSPECTUS

TABLE OF CONTENTS

 

PROSPECTUS SUMMARY

   1

FEES AND EXPENSES

   6

RISK FACTORS

   8

USE OF PROCEEDS

   24

DIVIDENDS

   25

SELECTED FINANCIAL DATA

   27

FORWARD-LOOKING STATEMENTS

   28

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   29

SALES OF COMMON STOCK BELOW NET ASSET VALUE

   40

BUSINESS

   47

MANAGEMENT

   58

CERTAIN RELATIONSHIPS

   71

CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

   72

PORTFOLIO COMPANIES

   73

DETERMINATION OF NET ASSET VALUE

   83

DIVIDEND REINVESTMENT PLAN

   84

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

   85

DESCRIPTION OF OUR CAPITAL STOCK

   92

DESCRIPTION OF OUR PREFERRED STOCK

   99

DESCRIPTION OF OUR WARRANTS

   100

DESCRIPTION OF OUR DEBT SECURITIES

   101

REGULATION

   115

CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT, REGISTRAR AND TRUSTEE

   119

BROKERAGE ALLOCATION AND OTHER PRACTICES

   119

PLAN OF DISTRIBUTION

   120

LEGAL MATTERS

   121

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   121

AVAILABLE INFORMATION

   121

INDEX TO FINANCIAL STATEMENTS

   F-1

 

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FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in shares of our common stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us” or “Apollo Investment,” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in Apollo Investment Corporation.

 

Stockholder transaction expenses:

  

Sales load (as a percentage of offering price)

   4.50 %(1) 

Offering expenses (as a percentage of offering price)

   0.15 %(2) 
      

Total stockholder transaction expenses (as a percentage of offering price)

   4.65 %(3) 
      

Estimated annual expenses (as percentage of net assets attributable to common stock)(4):

  

Management fees

   2.62 %(5) 

Incentive fees payable under investment advisory and management agreement

   2.48 %(6) 

Other expenses

   0.63 %(7) 

Interest and other credit facility related expenses on borrowed funds

   1.21 %(8) 
      

Total annual expenses as a percentage of net assets(9)

   6.94 %(5,6,7,8) 
      

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. These dollar amounts are based upon payment by an investor of a 4.50% sales load (underwriting discounts and commissions) and the assumption that our annual operating expenses and leverage would remain at the levels set forth in the table above (other than performance-based incentive fees).

 

     1 year    3 years    5 years    10 years

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return

   $ 89    $ 175    $ 262    $ 484

While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Assuming a 5% annual return, the incentive fee under the investment advisory and management agreement may not be earned or payable and is not included in the example. This illustration assumes that we will not realize any capital gains computed net of all realized capital losses and gross unrealized capital depreciation in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the dividend. See “Dividend Reinvestment Plan” in the accompanying prospectus for additional information regarding our dividend reinvestment plan.

This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown.

 

(1)   Represents the estimated underwriting discounts and commissions with respect to the shares to be sold by us in this offering.
(2)   Based on the public offering price of $13.57 per share, which was the last reported closing price on April 26, 2010.

 

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(3)   The expenses of the dividend reinvestment plan per share are included in “Other expenses.”
(4)   “Net assets attributable to common stock” equals net assets as of December 31, 2009 plus the anticipated net proceeds from this offering.
(5)   The contractual management fee is calculated at an annual rate of 2.00% of our average total assets. Annual expenses are based on current fiscal year estimates. For more detailed information about our computation of average total assets, please see Notes 3 and 9 of our financial statements dated December 31, 2009 included in this prospectus supplement.
(6)   Assumes that annual incentive fees earned by our investment adviser, AIM, remain consistent with the incentive fees accrued by AIM for the nine months ended December 31, 2009. AIM earns incentive fees consisting of two parts. The first part, which is payable quarterly in arrears, is based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the rate of 1.75% quarterly (7% annualized). Our net investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to calculate the 2% base management fee (see footnote 5 above). Accordingly, we pay AIM an incentive fee as follows: (1) no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed 1.75%, which we commonly refer to as the performance threshold; (2) 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the performance threshold but does not exceed 2.1875% in any calendar quarter; and (3) 20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter. These calculations are appropriately pro rated for any period of less than three months. The effect of the fee calculation described above is that if pre-incentive fee net investment income is equal to or exceeds 2.1875%, AIM will receive a fee of 20% of our pre-incentive fee net investment income for the quarter. You should be aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee performance threshold and may result in a substantial increase of the amount of incentive fees payable to our investment adviser with respect to pre-incentive fee net investment income. Furthermore, since the performance threshold is based on a percentage of our net asset value, decreases in our net asset value make it easier to achieve the performance threshold. The second part of the incentive fee will equal 20% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation (and incorporating unrealized depreciation on a gross investment-by-investment basis) and is payable in arrears at the end of each calendar year. For a more detailed discussion of the calculation of this fee, see “Management—Investment Advisory and Management Agreement” in the accompanying base prospectus.
(7)   Includes our estimated overhead expenses, including payments under the administration agreement based on our estimated allocable portion of overhead and other expenses incurred by Apollo Investment Administration in performing its obligations under the administration agreement. See “Compensation of Directors and Officers—Administration Agreement” in the accompanying base prospectus.
(8)   Our interest and other credit facility expenses are based on current fiscal year estimates. We currently have $611 million available and $948 million in borrowings outstanding under our credit facility as of December 31, 2009. For more information, see “Risk Factors—Risks relating to our business and structure—We fund a portion of our investments with borrowed money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us” in the accompanying base prospectus and “Interim Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in this prospectus supplement.
(9)   “Total annual expenses” as a percentage of net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The SEC requires that the “Total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness), rather than the total assets, including assets that have been funded with borrowed monies. If the “Total annual expenses” percentage were calculated instead as a percentage of total assets as of December 31, 2009 plus anticipated net proceeds from this offering, our “Total annual expenses” would be 4.41% of total assets. For a presentation and calculation of total annual expenses based on total assets see page S-13 of this prospectus supplement.

 

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RECENT DEVELOPMENTS

Estimated Net Asset Value

We currently estimate that our March 31, 2010 net asset value per share was between $10.00 and $10.10 per share, which represents a decrease of approximately 3 to 4% from our net asset value per share as of December 31, 2009. The estimated change in our net asset value per share from December 31, 2009 to March 31, 2010 is primarily due to the net change in unrealized appreciation/depreciation on our investment portfolio, which currently includes significant unrealized depreciation in Grand Prix Holdings LLC and RSA Holdings Corp. of Delaware (American Safety Razor). See “—Grand Prix Holdings, LLC” below.

The estimate of our March 31, 2010 net asset value is subject to change due to a variety of factors which include, without limitation, the completion of the closing process for the preparation of our year end financial statements, receipt of final investment values from independent third party valuation firms, recommendations of investment values by the Audit Committee to the Board of Directors, determinations of investment values by our Board of Directors and the audit of our financial statements by our independent registered public accounting firm.

Grand Prix Holdings, LLC

On April 13, 2010, InnKeepers USA Trust (“Innkeepers”), a subsidiary of Grand Prix Holdings, LLC, one of our portfolio companies, announced that it did not make certain scheduled monthly interest payments on certain of its debt obligations and may not make future payments on certain of its debt and franchisor obligations. Innkeepers also announced that it had retained the services of financial and legal advisors to assist the company in an evaluation of financial alternatives, including a potential restructuring of the company’s balance sheet. Innkeepers’ financial distress has caused us to incur unrealized depreciation on our investment in Grand Prix Holdings LLC. See “—Estimated Net Asset Value” above.

 

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BUSINESS

This summary highlights some of the information in this prospectus supplement. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under “Risk Factors” in the accompanying prospectus and the other information included in this prospectus supplement and the accompanying prospectus. In this prospectus supplement and the accompanying prospectus, except where the context suggests otherwise, the terms “we,” “us,” “our,” and “Apollo Investment” refer to Apollo Investment Corporation; “AIM” or “investment adviser” refers to Apollo Investment Management, L.P.; “Apollo Administration” or “AIA” refers to Apollo Investment Administration, LLC; and “Apollo” refers to the affiliated companies of Apollo Investment Management, L.P.

Apollo Investment

Apollo Investment Corporation, a Maryland corporation organized on February 2, 2004, is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company, or BDC, under the Investment Company Act. In addition, for tax purposes we have elected to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, or the Code.

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in middle-market companies in the form of mezzanine and senior secured loans, as well as by making equity investments. From time to time, we may also invest in the securities of public companies.

Our portfolio is comprised primarily of investments in long-term subordinated debt, referred to as mezzanine debt, and senior secured loans of private middle-market companies, and from time to time includes equity interests such as common stock, preferred stock, warrants or options. In this prospectus supplement and the accompanying prospectus, we use the term “middle-market” to refer to companies with annual revenues between $50 million and $2 billion. While our primary focus is to generate both current income and capital appreciation through investments in U.S. senior and subordinated loans, other debt securities and private equity, we may also invest a portion of the portfolio in opportunistic investments, including foreign securities. See “Risk Factors—Risks Related to Our Investments” in the accompanying prospectus.

AIM and its affiliates manage other funds that may have investment mandates that are similar, in whole or in part, with ours. AIM and its affiliates may determine that an investment is appropriate both for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, AIM may determine that we should invest on a side-by-side basis with one or more other funds. We may make all such investments subject to compliance with applicable regulations and interpretations, and our allocation procedures. In certain circumstances negotiated co-investments may be made only if we receive an order from the SEC permitting us to do so. There can be no assurance that any such order will be obtained.

During the three months ended December 31, 2009, we invested $211.8 million across 2 new and several existing portfolio companies. This compares to investing $21.9 million in 1 new and 3 existing portfolio companies for the three months ended December 31, 2008. Investments sold or prepaid during the three months ended December 31, 2009 totaled $66.6 million versus $144.3 million for the three months ended December 31, 2008.

At December 31, 2009, our portfolio consisted of 70 portfolio companies and was invested 28% in senior secured loans, 58% in subordinated debt, 3% in preferred equity and 11% in common equity and warrants measured at fair value versus 73 portfolio companies invested 24% in senior secured loans, 59% in subordinated debt, 4% in preferred equity and 13% in common equity and warrants at December 31, 2008.

 

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The weighted average yields on our senior secured loan portfolio, subordinated debt portfolio and total debt portfolio at our current cost basis were 8.2%, 13.4% and 11.6%, respectively, at December 31, 2009. At December 31, 2008, the yields were 9.0%, 13.3%, and 12.1%, respectively.

Since the initial public offering of Apollo Investment Corporation in April 2004 and through December 31, 2009, invested capital totaled $5.9 billion in 126 portfolio companies. Over the same period, we also completed transactions with more than 85 different financial sponsors. At December 31, 2009, 63% or $1.6 billion of our income-bearing investment portfolio was fixed rate debt and 37% or $0.9 billion was floating rate debt, measured at fair value. At December 31, 2008, 70% or $1.6 billion of our income-bearing investment portfolio was fixed rate debt and 30% or $0.7 billion was floating rate debt.

About Apollo Investment Management

AIM, our investment adviser, is led by a dedicated team of investment professionals. AIM’s investment committee currently consists of James C. Zelter, our Chief Executive Officer, a partner of AIM and a Vice President of the general partner of AIM; Patrick J. Dalton, our President and Chief Operating Officer, a partner of AIM and a Vice President and the Chief Investment Officer of the general partner of AIM; Rajay Bagaria, a partner of AIM and a Vice President of the general partner of AIM; and Justin Sendak, a partner of AIM and a Vice President of the general partner of AIM. The composition of the Investment Committee of AIM may change from time to time. AIM draws upon Apollo’s 19-year history and benefits from the Apollo investment professionals’ significant capital markets, trading and research expertise.

About Apollo Investment Administration

In addition to furnishing us with office facilities, equipment, and clerical, bookkeeping and record keeping services, AIA also oversees our financial records as well as the preparation of our reports to stockholders and reports filed with the SEC. AIA oversees the determination and publication of our net asset value, oversees the preparation and filing of our tax returns, and the payment of our expenses and performance of various third-party service providers. Furthermore, AIA provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.

Our Corporate Information

Our administrative and principal executive offices are located at 9 West 57th Street, New York, NY 10019. Our common stock is quoted on The Nasdaq Global Select Market under the symbol “AINV.” Our Internet website address is www.apolloic.com. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website to be part of this prospectus supplement or the accompanying prospectus.

 

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USE OF PROCEEDS

We estimate that the net proceeds from the sale of the 15,000,000 shares of our common stock that we are offering, after deducting estimated expenses of this offering payable by us, will be approximately $194.1 million (or $223.2 million, if the over-allotment is exercised in full) based on a public offering price of $13.57 per share based on the closing price of our common stock on April 26, 2010. An increase (or decrease) in the public offering price of $1.00 would increase (or decrease) net proceeds from this offering, after deducting underwriting discounts and commissions, by approximately $14.3 million. We may change the size of the offering based on demand or market conditions. We expect to use the net proceeds from selling shares of our common stock to repay indebtedness owed under our senior credit facility, to make investments in portfolio companies in accordance with our investment objective and for general corporate purposes. Affiliates of the underwriters that are lenders under such senior credit facility will receive a portion of the net proceeds from this offering through the repayment of those borrowings, if any.

At December 31, 2009, we had approximately $948 million outstanding under our senior credit facility. Our senior credit facility matures on April 12, 2013.

We anticipate that substantially all of the net proceeds of an offering of securities pursuant to this prospectus supplement will be used for the above purposes within two years, depending on the availability of appropriate investment opportunities consistent with our investment objective and market conditions. Our portfolio currently consists primarily of senior loans, mezzanine and other subordinated debt and equity securities. Pending new investments, we plan to invest a portion of the net proceeds from an offering in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the date of investment, to reduce then-outstanding obligations under our credit facility, or for other general corporate purposes. The management fee payable by us will not be reduced while our assets are invested in such securities. See “Regulation—Temporary Investments” in the accompanying prospectus for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.

 

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PRICE RANGE OF COMMON STOCK

Our common stock is quoted on The Nasdaq Global Select Market under the symbol “AINV”. The following table lists the high and low closing prices for our common stock, the closing price as a percentage of net asset value, or NAV, and quarterly dividends per share since our initial public offering in April 2004. On April 26, 2010, the last reported closing price of our common stock was $13.57 per share.

 

     NAV(1)    Closing Price    High
Closing
Price as a
Percentage
of NAV(2)
    Low
Closing
Price as a
Percentage
of NAV(2)
    Declared
Dividends
      High    Low       

Fiscal Year Ending March 31, 2011

               

First Fiscal Quarter (April 1, 2010 through
April 26, 2010)

   $ *    $ 13.57    $ 12.70    *   *   $     **

Fiscal Year Ended March 31, 2010

               

First Fiscal Quarter

   $ 10.15    $ 7.02    $ 3.97    69   39   $ 0.26

Second Fiscal Quarter

   $ 10.29    $ 10.31    $ 5.18    100   50   $ 0.28

Third Fiscal Quarter

   $ 10.40    $ 10.12    $ 8.81    97   85   $ 0.28

Fourth Fiscal Quarter

   $ *    $ 12.56    $ 9.59    *   *   $ 0.28

Fiscal Year Ended March 31, 2009

               

First Fiscal Quarter

   $ 15.93    $ 18.59    $ 14.33    117   90   $ 0.520

Second Fiscal Quarter

   $ 13.73    $ 17.99    $ 13.11    131   95   $ 0.520

Third Fiscal Quarter

   $ 9.87    $ 15.85    $ 6.08    161   62   $ 0.520

Fourth Fiscal Quarter

   $ 9.82    $ 9.76    $ 2.05    99   21   $ 0.260

Fiscal Year Ended March 31, 2008

               

First Fiscal Quarter

   $ 19.09    $ 24.13    $ 21.37    126   112   $ 0.510

Second Fiscal Quarter

   $ 18.44    $ 22.90    $ 19.50    124   106   $ 0.520

Third Fiscal Quarter

   $ 17.71    $ 21.81    $ 16.32    123   92   $ 0.520

Fourth Fiscal Quarter

   $ 15.83    $ 16.70    $ 14.21    105   90   $ 0.520

 

(1)   NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.
(2)   Calculated as of the respective high or low closing sales price divided by the quarter end NAV.
(3)   Commencement of operations.
 *   Net asset value has not yet been calculated for this period.
**   Dividend has not yet been declared for this quarter.

Our common stock has traded at prices both above and below our most recently calculated net asset value. There can be no assurance, however, that our shares will trade above, below or at our net asset value.

WE INTEND TO PAY QUARTERLY DIVIDENDS TO OUR COMMON STOCKHOLDERS. THE AMOUNT OF OUR QUARTERLY DIVIDEND IS DETERMINED BY OUR BOARD OF DIRECTORS. THERE CAN BE NO ASSURANCE THAT WE WILL ACHIEVE INVESTMENT RESULTS OR MAINTAIN A TAX STATUS THAT WILL PERMIT ANY PARTICULAR LEVEL OF DIVIDEND PAYMENT. OUR SENIOR CREDIT FACILITY MAY LIMIT OUR ABILITY TO DECLARE DIVIDENDS IF WE DEFAULT UNDER CERTAIN PROVISIONS. FOR A DESCRIPTION OF THE SENIOR CREDIT FACILITY, SEE “INTERIM MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—LIQUIDITY AND CAPITAL RESOURCES” IN THIS PROSPECTUS SUPPLEMENT.

 

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SELECTED FINANCIAL DATA

The Statement of Operations, Per Share and Balance Sheet data for the fiscal years ended March 31, 2009, 2008, 2007 and 2006 are derived from our financial statements which have been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm. Quarterly financial information is derived from unaudited financial data, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results of such interim periods. Interim results at and for the nine months ended December 31, 2009, are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2010.

This data should be read in conjunction with our “Interim Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in this prospectus supplement and our financial statements and the related notes thereto included elsewhere in this prospectus supplement, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto included in the accompanying prospectus.

All amounts in thousands, except per share data.

 

Statement of Operations Data:

  For the nine months ended
December 31, 2009
(unaudited)
    For the Year Ended March 31,  
    2009     2008     2007     2006  

Total Investment Income

  $ 252,581      $ 377,304      $ 357,878      $ 266,101      $ 152,827   

Net Expenses (including taxes)

  $ 100,460      $ 170,973      $ 156,272      $ 140,783      $ 63,684   

Net Investment Income

  $ 150,878      $ 206,331      $ 201,606      $ 125,318      $ 89,143   

Net Realized and Unrealized Gains (Losses)

  $ 122,276      $ (818,210   $ (235,044   $ 186,848      $ 31,244   

Net Increase (Decrease) in Net Assets Resulting from Operations

  $ 273,154      $ (611,879   $ (33,438   $ 312,166      $ 120,387   

Per Share Data:

         

Net Asset Value

  $ 10.40      $ 9.82      $ 15.83      $ 17.87      $ 15.15   

Net Increase (Decrease) in Net Assets Resulting from Operations

  $ 1.78      $ (4.39   $ (0.30   $ 3.64      $ 1.90   

Distributions Declared

  $ 0.86      $ 1.82      $ 2.07      $ 1.93      $ 1.63   

Balance Sheet Data:

         

Total Assets

  $ 3,430,936      $ 2,548,639      $ 3,724,324      $ 3,523,218      $ 2,511,074   

Borrowings Outstanding

  $ 947,665      $ 1,057,601      $ 1,639,122      $ 492,312      $ 323,852   

Total Net Assets

  $ 1,826,698      $ 1,396,138      $ 1,897,908      $ 1,849,748      $ 1,229,855   

Other Data:

         

Per Share Market Price at End of Period

  $ 9.54      $ 3.48      $ 15.83      $ 21.40      $ 17.81   

Total Return(1)

    202.8     (73.9 )%      (17.5 )%      31.7     12.9

Number of Portfolio Companies at Period End

    70        72        71        57        46   

Total Portfolio Investments for the Period

  $ 311,596      $ 434,995      $ 1,755,913      $ 1,446,730      $ 1,110,371   

Investment Sales and Prepayments for the Period

  $ 167,131      $ 339,724      $ 714,225      $ 845,485      $ 452,325   

Weighted Average Yield on Debt Portfolio at Period End

    11.6     11.7     12.0     13.1     13.1

 

(1)   Total return is based on the change in market price per share and takes into account dividends and distributions, if any, reinvested in accordance with our dividend reinvestment plan. Total return is not annualized.

 

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CAPITALIZATION

The following table sets forth our cash and capitalization as of December 31, 2009 (1) on an actual basis and (2) as adjusted to reflect the effects of the sale of 15,000,000 shares of our common stock in this offering at an offering price of $13.57 per share. You should read this table together with “Use of Proceeds” and “Interim Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in this prospectus supplement and our financial statements and notes thereto, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and notes thereto included in the accompanying prospectus. The adjusted information is illustrative only; our capitalization following the completion of this offering is subject to adjustment based on the actual public offering price of our common stock and the actual number of shares of common stock we sell in this offering, both of which will be determined at pricing.

All amounts in thousands, except share data.

 

     As of December 31, 2009  
     Actual     As Adjusted for
April 2010
Offering(1)(3)
 

Cash and cash equivalents

   $ 508,126      $ 702,216   

Total assets

   $ 3,430,936      $ 3,625,026   

Borrowings under senior credit facility

   $ 947,665      $ 947,665   

Common stock, par value $0.001 per share; 400,000,000 shares authorized, 175,718,539 shares issued and outstanding, 190,718,539 shares issued and outstanding, as adjusted, respectively

   $ 176      $ 191   

Capital in excess of par value

   $ 2,641,594      $ 2,835,669   

Distributable earnings(2)

   $ (815,072   $ (815,072

Total stockholders’ equity

   $ 1,826,698      $ 2,020,788   

Total capitalization

   $ 2,774,363      $ 2,968,453   

 

(1)   Does not include the underwriters’ over-allotment option.
(2)   Includes cumulative net investment income or loss, cumulative amounts of gains and losses realized from investment and foreign currency transactions and net unrealized appreciation or depreciation of investments and foreign currencies, and distributions paid to stockholders other than tax return of capital distributions. Distributable earnings is not intended to represent amounts we may or will distribute to our stockholders.
(3)   As described under “Use of Proceeds,” we intend to use a part of the net proceeds from this offering initially to repay a portion of the borrowings outstanding under our senior credit facility. We have not yet determined how much of the net proceeds of this offering will be used for this purpose and, as a result, we have not reflected the consequences of such repayment in this table.

 

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FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus supplement constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus supplement involve risks and uncertainties, including statements as to:

 

   

our future operating results;

 

   

our business prospects and the prospects of our portfolio companies;

 

   

the impact of investments that we expect to make or have made;

 

   

our contractual arrangements and relationships with third parties;

 

   

the dependence of our future success on the general economy and its impact on the industries in which we invest;

 

   

the ability of our portfolio companies to achieve their objectives;

 

   

our expected financings and investments;

 

   

the adequacy of our cash resources and working capital; and

 

   

the timing of cash flows, if any, from the operations of our portfolio companies.

We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in this prospectus supplement.

We have based the forward-looking statements included in this prospectus on information available to us on the date of this prospectus. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, we have a general obligation to update to reflect material changes in our disclosures and you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

 

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INTERIM MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this prospectus supplement and accompanying prospectus. In addition to historical information, the following discussion and other parts of this prospectus supplement contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under “Risk Factors” and “Forward-Looking Statements” appearing elsewhere in this prospectus supplement and the accompanying prospectus.

We were incorporated under the Maryland General Corporation Law in February 2004. We have elected to be treated as a BDC under the 1940 Act. As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we have elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Code. Pursuant to this election and assuming we qualify as a RIC, we generally do not have to pay corporate-level federal income taxes on any income we distribute to our stockholders. We commenced operations on April 8, 2004 upon completion of our initial public offering that raised $870 million in net proceeds selling 62 million shares of our common stock at a price of $15.00 per share. Since then, and through December 31, 2009, we have raised approximately $1.7 billion in net proceeds from additional offerings of common stock.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted in 2006, the SEC expanded the definition of “eligible portfolio company” to include certain public companies that do not have any securities listed on a national securities exchange. The SEC also adopted an additional rule under the 1940 Act to expand the definition of “eligible portfolio company” to include companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million. This rule became effective on July 21, 2008.

Revenue

We generate revenue primarily in the form of interest and dividend income from the debt and preferred securities we hold and capital gains, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of mezzanine or senior secured loans, generally have a stated term of five to ten years and bear interest at a fixed rate or a floating rate usually determined on the basis of a benchmark: LIBOR, EURIBOR, GBP LIBOR, or the prime rate. Interest on debt securities is generally payable quarterly or semiannually and while U.S. subordinated debt and corporate notes typically accrue interest at fixed rates, some of our investments may include zero coupon and/or step-up bonds that accrue income on a constant yield to call or maturity basis. In addition, some of our investments provide for PIK. Such amounts of accrued PIK interest or dividends are added to the cost of the investment on the respective capitalization dates and generally become due at maturity. We may also generate revenue in the form of dividends paid to us on equity investments as well as revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.

 

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Expenses

All investment professionals of the investment adviser and their staff, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of that personnel which is allocable to those services are provided and paid for by AIM. We bear all other costs and expenses of our operations and transactions, including those relating to:

 

   

investment advisory and management fees;

 

   

expenses incurred by AIM payable to third parties, including agents, consultants or other advisors, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;

 

   

calculation of our net asset value (including the cost and expenses of any independent valuation firm);

 

   

direct costs and expenses of administration, including independent registered public accounting and legal costs;

 

   

costs of preparing and filing reports or other documents with the SEC;

 

   

interest payable on debt, if any, incurred to finance our investments;

 

   

offerings of our common stock and other securities;

 

   

registration and listing fees;

 

   

fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments;

 

   

transfer agent and custodial fees;

 

   

taxes;

 

   

independent directors’ fees and expenses;

 

   

marketing and distribution-related expenses;

 

   

the costs of any reports, proxy statements or other notices to stockholders, including printing and postage costs;

 

   

our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

 

   

organization and offering; and

 

   

all other expenses incurred by us or the Administrator in connection with administering our business, such as our allocable portion of overhead under the administration agreement, including rent and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs.

We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, benchmarks LIBOR and EURIBOR, and offerings of our securities relative to comparative periods, among other factors.

 

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The SEC requires that “Total annual expenses” be calculated as a percentage of net assets in the chart on page S-1 rather than as a percentage of total assets. Total assets includes net assets as of December 31, 2009, anticipated net proceeds from this offering and assets that have been funded with borrowed monies (leverage). For reference, the below chart illustrates our “Total annual expenses” as a percentage of total assets:

 

Annual expenses (as percentage of total assets):

  

Management fees

   2.00 %(1) 

Incentive fees payable under investment advisory and management agreement

   1.38 %(2) 

Other expenses

   0.35 %(3) 

Interest and other credit facility related expenses on borrowed funds

   0.68 %(4) 
      

Total annual expenses as a percentage of total assets

   4.41 %(1,2,3,4) 

 

(1)   The contractual management fee is calculated at an annual rate of 2.00% of our average gross total assets. Annual expenses are based on current fiscal year amounts. For more detailed information about our computation of average total assets, please see Notes 3 and 9 of our interim financial statements dated December 31, 2009 included in this prospectus supplement.
(2)   Assumes that annual incentive fees earned by our investment adviser, AIM, remain consistent with the incentive fees earned by AIM for the nine months ended December 31, 2009. AIM earns incentive fees consisting of two parts. The first part, which is payable quarterly in arrears, is based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the rate of 1.75% quarterly (7% annualized). Our net investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to calculate the 2% base management fee (see footnote 1 above). Accordingly, we pay AIM an incentive fee as follows: (1) no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed 1.75%, which we commonly refer to as the performance threshold; (2) 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the performance threshold but does not exceed 2.1875% in any calendar quarter; and (3) 20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter. These calculations are appropriately pro rated for any period of less than three months. The effect of the fee calculation described above is that if pre-incentive fee net investment income is equal to or exceeds 2.1875%, AIM will receive a fee of 20% of our pre-incentive fee net investment income for the quarter. You should be aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee performance threshold and may result in a substantial increase of the amount of incentive fees payable to our investment adviser with respect to pre-incentive fee net investment income. Furthermore, since the performance threshold is based on a percentage of our net asset value, decreases in our net asset value make it easier to achieve the performance threshold. The second part of the incentive fee will equal 20% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation (and incorporating unrealized depreciation on a gross investment-by-investment basis) and is payable in arrears at the end of each calendar year. For a more detailed discussion of the calculation of this fee, see “Management—Investment Advisory and Management Agreement” in this base prospectus.
(3)   “Other expenses” are based on estimated amounts for the current fiscal year and include our overhead expenses, including payments under the administration agreement based on our allocable portion of overhead and other expenses incurred by AIA in performing its obligations under the administration agreement. See “Management—Administration Agreement” in the accompanying prospectus.
(4)  

Our interest and other credit facility expenses are based on current fiscal year estimates. As of December 31, 2009, we had $611 million available and $948 million in borrowings outstanding under our credit facility. For more information, see “Risk Factors—Risks relating to our business and structure—We fund a portion of our investments with borrowed money, which magnifies the potential for gain or loss on amounts

 

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invested and may increase the risk of investing in us” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in the accompanying prospectus.

Portfolio and Investment Activity

During the three months ended December 31, 2009, we invested $211.8 million across 2 new and several existing portfolio companies. This compares to investing $21.9 million in 1 new and 3 existing portfolio companies for the three months ended December 31, 2008. Investments sold or prepaid during the three months ended December 31, 2009, totaled $66.6 million versus $144.3 million for the three months ended December 31, 2008.

At December 31, 2009, our portfolio consisted of 70 portfolio companies and was invested 28% in senior secured loans, 58% in subordinated debt, 3% in preferred equity and 11% in common equity and warrants measured at fair value versus 73 portfolio companies invested 24% in senior secured loans, 59% in subordinated debt, 4% in preferred equity and 13% in common equity and warrants at December 31, 2008.

The weighted average yields on our senior secured loan portfolio, subordinated debt portfolio and total debt portfolio at our current cost basis were 8.2%, 13.4% and 11.6%, respectively, at December 31, 2009. At December 31, 2008, the yields on our senior secured loan portfolio, subordinated debt portfolio and total debt portfolio were 9.0%, 13.3%, and 12.1%, respectively.

Since the initial public offering of Apollo Investment Corporation in April 2004 and through December 31, 2009, invested capital totaled $5.9 billion in 126 portfolio companies. Over the same period, we also completed transactions with more than 85 different financial sponsors.

At December 31, 2009, 63% or $1.6 billion of our income-bearing investment portfolio is fixed rate debt and 37% or $0.9 billion is floating rate debt, measured at fair value. At December 31, 2008, 70% or $1.6 billion of our income-bearing investment portfolio was fixed rate debt and 30% or $0.7 billion was floating rate debt.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our critical accounting policies are further described in the notes to the financial statements.

Valuation of Portfolio Investments

Under procedures established by our Board of Directors, we value investments, including certain subordinated debt, senior secured debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments went through our multi-step valuation process as described below. In each case, our independent valuation firms considered observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such Level 3 categorized assets. Investments maturing in 60 days or less are valued at cost

 

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plus accreted discount, or minus amortized premium, which approximates fair value. Debt and equity securities that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our Board of Directors. Such determination of fair values may involve subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process each quarter, as described below:

(1) our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our investment adviser responsible for the portfolio investment;

(2) preliminary valuation conclusions are then documented and discussed with senior management of our investment adviser;

(3) independent valuation firms engaged by our board of directors conduct independent appraisals and review our investment adviser’s preliminary valuations and make their own independent assessment;

(4) the audit committee of the board of directors reviews the preliminary valuation of our investment adviser and that of the independent valuation firm and responds to the valuation recommendation of the independent valuation firm to reflect any comments; and

(5) the board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of our investment adviser, the respective independent valuation firm and the audit committee.

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered in the valuation process of independent valuation firms. For the fiscal quarter ended December 31, 2009, there has been no change to our valuation techniques and related inputs considered in the valuation process.

In September 2006, the Financial Accounting Standards Board issued guidance related to Fair Value Measurements. This guidance defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. This guidance was effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. We adopted this guidance for our first fiscal quarter ended June 30, 2008.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

 

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In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

On October 10, 2008, revised guidance was issued which provides examples of how to determine fair value in a market that is not active. It did not change the fair value measurement principles set forth in ASC 820. Furthermore, on April 9, 2009, the FASB issued additional revised guidance which provides information on estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. It also includes guidance on identifying circumstances that indicate a transaction is not orderly. According to this guidance in the above circumstances, more analysis and significant adjustments to transaction or quoted prices may be necessary to estimate fair value. In addition, it requires disclosure of any changes in valuation techniques and related inputs resulting from the application. The total effect of the change in valuation techniques and related inputs must also be disclosed by major asset category. This revised guidance was effective for periods ending after June 15, 2009. The adoption did not have a material effect on our financial position or results of operations. Accounting Standards Update No. 2010-06, Improving Disclosure about Fair Value Measurements was released in January 2010 and is effective for periods beginning after December 15, 2009. This update improves financial statement disclosure around transfers in and out of level 1 and 2 fair value measurements, around valuation techniques and inputs and around other related disclosures. Transfers between levels, if any, are recognized at the end of the reporting period. See certain additional disclosures in Note 6.

Revenue Recognition

We record interest and dividend income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Some of our loans and other investments, including certain preferred equity investments may have contractual PIK interest or dividends. PIK represents contractual interest or dividends accrued and is added to the cost of the investment on the respective capitalization dates and generally becomes due at maturity. Loan origination fees, original issue discount, and market discounts are capitalized and we amortize such amounts into income. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record prepayment premiums on loans and other investments as interest income when we receive such amounts. Structuring fees are recorded as other income when earned.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

RESULTS OF OPERATIONS

Results comparisons are for the three and nine months ended December 31, 2009 and December 31, 2008.

Investment Income

For the three and nine months ended December 31, 2009, gross investment income totaled $85.6 million and $252.6 million, respectively. For the three and nine months ended December 31, 2008, gross investment income totaled $97.5 million and $292.0 million, respectively. The decrease in gross investment income for the three and

 

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nine months ended December 31, 2009, was primarily due to two factors: the reduction of the size of the income producing portfolio for the three and nine month periods as well as the reduction in the yield of the overall income producing portfolio with average LIBOR decreasing approximately 200 basis points. Origination, closing and/or commitment fees associated with investments in portfolio companies are accreted into interest income over the respective terms of the applicable loans.

Expenses

Net operating expenses totaled $34.2 million and $100.5 million, respectively, for the three and nine months ended December 31, 2009, of which $26.4 million and $77.6 million, respectively, were base management fees and performance-based incentive fees and $5.0 million and $14.5 million, respectively, were interest and other credit facility expenses. Of these net operating expenses, general and administrative expenses totaled $2.8 million and $8.4 million, respectively, for the three and nine months ended December 31, 2009. Net operating expenses totaled $43.9 million and $135.6 million, respectively, for the three and nine months ended December 31, 2008, of which $27.9 million and $86.0 million, respectively, were base management fees and performance-based incentive fees and $13.7 million and $42.0 million, respectively, were interest and other credit facility expenses. Of these net operating expenses, general and administrative expenses totaled $2.3 million and $7.7 million, respectively, for the three and nine months ended December 31, 2008. Net expenses consist of base investment advisory and management fees, insurance expenses, administrative services fees, legal fees, directors’ fees, audit and tax services expenses, and other general and administrative expenses. The decrease in net expenses for the three and nine month periods ended December 31, 2009 versus the three and nine month periods ended December 31, 2008 was primarily related to the decrease in the weighted average interest expense on our revolving credit facility. This decrease in weighted average interest expense is due primarily to average LIBOR decreasing by approximately 200 basis points. For the three and nine months ended December 31, 2009, accrued excise tax expenses totaled $1.2 million. For the three and nine months ended December 31, 2008, accrued excise tax expenses totaled $0.9 million.

Net Investment Income

Our net investment income totaled $50.2 million and $150.9 million or $0.30 and $0.99 per average share, respectively, for the three and nine months ended December 31, 2009. For the three and nine months ended December 31, 2008, net investment income totaled $52.8 million and $155.6 million or $0.37 and $1.12 per average share, respectively.

Net Realized Gains (Losses) on Investments, Cash Equivalents and Foreign Currencies

We had investment sales and prepayments totaling $66.6 million and $167.1 million, respectively, for the three and nine months ended December 31, 2009. For the three and nine months ended December 31, 2008, investment sales and prepayments totaled $144.3 million and $254.7 million, respectively. Net realized losses for the three and nine months ended December 31, 2009 were $152.0 million and $253.4 million, respectively. For the three and nine months ended December 31, 2008, net realized losses totaled $3.6 million and $63.4 million, respectively.

Net Unrealized Appreciation (Depreciation) on Investments, Cash Equivalents and Foreign Currencies

For the three and nine months ended December 31, 2009, our investments, cash equivalents, foreign currencies and other assets and liabilities had net appreciation of $181.4 million and $375.6 million, respectively. For the three and nine months ended December 31, 2008, our investments, cash equivalents, foreign currencies and other assets and liabilities had net depreciation of $524.8 million and $733.9 million, respectively. This net unrealized appreciation was primarily due to improving capital market conditions and net changes in specific portfolio company fundamentals.

 

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Net Increase (Decrease) in Net Assets From Operations

For the three and nine months ended December 31, 2009, we had a net increase in net assets resulting from operations of $79.5 million and $273.2 million, respectively. For the three and nine months ended December 31, 2008, we had a net decrease in net assets resulting from operations of $475.5 million and $641.7 million, respectively. The earnings per average share were $0.48 and $1.78 for the three and nine months ended December 31, 2009, respectively. For the three and nine months ended December 31, 2008, the loss per average share was $3.34 and $4.63, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources are generated and generally available through periodic follow-on equity offerings, through its senior secured, multi-currency $1.56 billion revolving credit facility (see note 12 within the Notes to Financial Statements), through investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and prepayments of senior and subordinated loans and income earned from investments and cash equivalents. At December 31, 2009, we had $948 million in borrowings outstanding and $611 million of unused capacity. In the future, we may raise additional equity or debt capital off its shelf registration, among other considerations. The primary use of funds will be investments in portfolio companies, cash distributions to our stockholders, reductions in debt outstanding and other general corporate purposes. On December 15, 2009, we closed on its most recent follow-on public equity offering of 11.5 million shares of common stock at $9.82 per share raising approximately $107.8 million in net proceeds.

 

     Payments due by Period (dollars in millions)
     Total    Less than
1 year
   1-3 years    3-5 years    More than
5 years

Senior Secured Revolving Credit Facility(1)

   $ 948    $ —      $ 231    $ 717    $ —  

 

(1)   At December 31, 2009, $611 million remained unused under our senior secured revolving credit facility.

Information about our senior securities is shown in the following table as of each year ended March 31 since we commenced operations, unless otherwise noted. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.

 

Class and Year

   Total  Amount
Outstanding
(dollars in
thousands)(1)
   Asset
Coverage
Per  Unit(2)
   Involuntary
Liquidating
Preference
Per Unit(3)
   Average
Market  Value
Per Unit(4)

Revolving Credit Facility

           

Fiscal 2010 (through December 31, 2009)

   $ 947,665    $ 2,928    $ —      N/A

Fiscal 2009

     1,057,601      2,320      —      N/A

Fiscal 2008

     1,639,122      2,158      —      N/A

Fiscal 2007

     492,312      4,757      —      N/A

Fiscal 2006

     323,852      4,798      —      N/A

Fiscal 2005

     0      0      —      N/A

 

(1)   Total amount of each class of senior securities outstanding at the end of the period presented.
(2)   The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by 1,000 to determine the Asset Coverage Per Unit.
(3)   The amount per unit to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.
(4)   Not applicable, as the Company’s senior securities are not registered for public trading.

 

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Contractual Obligations

We have entered into two contracts under which we have future commitments: the investment advisory and management agreement, pursuant to which AIM has agreed to serve as our investment adviser, and the administration agreement, pursuant to which the Administrator has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance. Payments under the investment advisory and management agreement are equal to (1) a percentage of the value of our average gross assets and (2) a two-part incentive fee. Payments under the administration agreement are equal to an amount based upon our allocable portion of the Administrator’s overhead in performing its obligations under the administration agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs. Either party may terminate each of the investment advisory and management agreement and administration agreement without penalty upon not more than 60 days’ written notice to the other. Please see Note 3 within our financial statements for more information.

Off-Balance Sheet Arrangements

We have the ability to issue standby letters of credit through our revolving credit facility. As of December 31, 2009 and December 31, 2008, we had issued through JPMorgan Chase Bank, N.A. standby letters of credit totaling $4.208 million and $2.661 million, respectively.

AIC Credit Opportunity Fund LLC

We own all of the common member interests in AIC Credit Opportunity Fund LLC (“AIC Holdco”), which was formed for the purpose of holding various financed investments. Effective in June 2008, we invested $39.50 million in a special purpose entity wholly owned by AIC Holdco, AIC (FDC) Holdings LLC (“Apollo FDC”), which was used to purchase a Junior Profit-Participating Note due 2013 in principal amount of $39.50 million (the “Junior Note”) from Apollo I Trust (the “Trust”). The Trust also issued a Senior Floating Rate Note due 2013 (the “Senior Note”) to an unaffiliated third party (“FDC Counterparty”) in principal amount of $39.50 million paying interest at LIBOR plus 1.50%, increasing over time to LIBOR plus 2.0%. The Trust used the aggregate $79.00 million proceeds to acquire $100 million face value of a senior subordinated loan of First Data Corporation (the “FDC Reference Obligation”) due 2016 and paying interest at 11.25% per year. The Junior Note generally entitles Apollo FDC to the net interest and other proceeds due under the FDC Reference Obligation after payment of interest due under the Senior Notes, as described above. In addition, Apollo FDC is entitled to 100% of any realized appreciation in the FDC Reference Obligation and, since the Senior Note is a non-recourse obligation, Apollo FDC is exposed up to the amount of equity used by AIC Holdco to fund the purchase of the Junior Note plus any additional margin Apollo decides to post, if any, during the term of the financing.

Through AIC Holdco, effective in June 2008, we invested $11.375 million in a special purpose entity wholly owned by AIC Holdco, AIC (TXU) Holdings LLC (“Apollo TXU”), which acquired exposure to $50 million notional amount of a LIBOR plus 3.5% senior secured delayed draw term loan of Texas Competitive Electric Holdings (“TXU”) due 2014 through a non-recourse total return swap with an unaffiliated third party expiring on October 10, 2013 and pursuant to which Apollo TXU pays interest at LIBOR plus 1.5% and generally receives all proceeds due under the delayed draw term loan of TXU (the “TXU Reference Obligation”). Like Apollo FDC, Apollo TXU is entitled to 100% of any realized appreciation in the TXU Reference Obligation and, since the total return swap is a non-recourse obligation, Apollo TXU is exposed up to the amount of equity used by AIC Holdco to fund the investment in the total return swap, plus any additional margin we decide to post, if any, during the term of the financing.

Through AIC Holdco, effective in September 2008, we invested $10.022 million equivalent, in a special purpose entity wholly owned by AIC Holdco, AIC (Boots) Holdings, LLC (“Apollo Boots”), which acquired €23.383 million and £12.465 million principal amount of senior term loans of AB Acquisitions Topco 2 Limited,

 

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a holding company for the Alliance Boots group of companies (the “Boots Reference Obligations”), out of the proceeds of our investment and a multicurrency $40.876 million equivalent non-recourse loan to Apollo Boots (the “Acquisition Loan”) by an unaffiliated third party that matures in September 2013 and pays interest at LIBOR plus 1.25% or, in certain cases, the higher of the Federal Funds Rate plus 0.50% or the lender’s prime-rate. The Boots Reference Obligations pay interest at the rate of LIBOR plus 3% per year and mature in June 2015.

Pursuant to applicable investment company accounting, we do not consolidate AIC Holdco or its wholly owned subsidiaries and accordingly only the value of our investment in AIC Holdco is included on our balance sheet. The Senior Note, total return swap and Acquisition Loan are non-recourse to AIC Holdco, its subsidiaries and us and have standard events of default including failure to pay contractual amounts when due and failure by each of the underlying Apollo special purpose entities to provide additional credit support, sell assets or prepay a portion of its obligations if the value of the FDC Reference Obligation, the TXU Reference Obligation or the Boots Reference Obligation, as applicable, declines below specified levels. We may unwind any of these transactions at any time without penalty. From time to time Apollo Investment may provide additional capital to AIC Holdco for purposes of funding margin calls under one or more of the transactions described above among other reasons. During the fiscal year ended March 31, 2009, we provided $18.480 million in additional capital to AIC Holdco. During the nine months ended December 31, 2009, $7.812 million of net capital was returned to us from AIC Holdco.

Dividends

Dividends to stockholders for the three and nine months ended December 31, 2009 totaled $49.2 million or $0.28 per share, and $132.0 million or $0.82 per share, respectively. For the three and nine months ended December 31, 2008 dividends totaled $74.0 million or $0.52 per share, and $221.9 million or $1.56 per share, respectively. Tax characteristics of all dividends will be reported to shareholders on Form 1099 after the end of the calendar year. Our quarterly dividends, if any, will be determined by our Board of Directors.

We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare dividends if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a regulated investment company. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual payment-in-kind interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a regulated investment company.

 

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With respect to the dividends to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to stockholders.

 

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QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

We are subject to financial market risks, including changes in interest rates. During the three and nine months ended December 31, 2009, many of the loans in our portfolio had floating interest rates. These loans are usually based on floating LIBOR and typically have durations of one to six months after which they reset to current market interest rates. As the percentage of our U.S. mezzanine and other subordinated loans increase as a percentage of our total investments, we expect that more of the loans in our portfolio will have fixed rates. At December 31, 2009, our floating-rate assets and floating-rate liabilities were closely matched. As such, a change in interest rates would not have a material effect on our net investment income. However, we may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments. During the three and nine months ended December 31, 2009, we did not engage in interest rate hedging activities.

The following table is designed to illustrate the effect on return to a holder of our common stock of the leverage created by our use of borrowing and potential issuance of preferred stock, at the weighted average annual interest rate of 1.53% for the nine months ended December 31, 2009, and assuming the same average dividend rate on any preferred stock that we might issue and hypothetical annual returns on our portfolio of minus 10 to plus 10 percent. As can be seen, leverage generally increases the return to stockholders when the portfolio return is positive and decreases the return when the portfolio return is negative. Actual returns may be greater or less than those appearing in the table.

 

Assumed return on portfolio (net of expenses)(1)

   -10.0   -5.0   0   5.0   10.0
                              

Corresponding Return to Common Stockholders(2)

   -18.70   -9.73   -0.77   8.20   17.17

 

(1)   The assumed portfolio return is required by regulation of the SEC and is not a prediction of, and does not represent, our projected or actual performance.
(2)   In order to compute the “Corresponding Return to Common Stockholders,” the “Assumed Return on Portfolio” is multiplied by the total value of our assets at the beginning of the period to obtain an assumed return to us. From this amount, all interest expense accrued during the period is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the total value of our net assets as of the beginning of the period to determine the “Corresponding Return to Common Stockholders.”

 

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UNDERWRITING

Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., RBC Capital Markets Corporation and UBS Securities LLC are acting as joint bookrunning managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.

 

Underwriter

   Number of Shares

Citigroup Global Markets Inc

  

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

  

J.P. Morgan Securities Inc.

  

RBC Capital Markets Corporation

  

UBS Securities LLC

  

BMO Capital Markets Corp.

  

SunTrust Robinson Humphrey, Inc.

  

Keefe, Bruyette & Woods, Inc.

  

Ladenburg Thalmann & Co. Inc.

  

Natixis Bleichroeder LLC

  

Stifel, Nicolaus & Company, Incorporated

  
  
    

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to certain conditions precedent, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and our independent registered public accounting firm. The underwriters are committed to purchase all shares included in this offering, other than those shares covered by the over-allotment option described below, if they purchase any of the shares.

The underwriters propose to offer some of the shares directly to the public at the public offering price set forth on the cover page of this prospectus and some of the shares to dealers at the public offering price less a concession not to exceed $            per share. If all of the shares are not sold at the initial offering price, the representatives may change the public offering price and the other selling terms. Investors must pay for any shares purchased in the offering on or before             , 2010.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 2,250,000 additional shares of common stock at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter will be obligated, subject to certain conditions, to purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment.

We, our officers and directors, AIM, AIA and certain of the partners and officers of AIM (or any entities through which such partners and officers may invest in our shares) have agreed that, for a period of 60 days from the date of this prospectus, we and they will not, without the prior written consent of the representatives, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock. Citigroup Global Markets Inc. in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. Notwithstanding the foregoing, for the purpose of allowing the underwriters to comply with NASD Rule 2711(f)(4), if (1) during the last 17 days of the initial 60-day lock-up

 

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period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the initial 60-day lock-up period, we announce that we will release earnings results during the 16-day period beginning on the last day of the initial 60-day lock-up period, then in each case the initial 60-day lock-up period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable.

The common stock is quoted on the Nasdaq Global Select Market under the symbol “AINV”.

Sales Outside the United States

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the common stock, or the possession, circulation or distribution of this prospectus supplement, the accompanying prospectus or any other material relating to us or the common stock in any jurisdiction where action for that purpose is required. Accordingly, the common stock may not be offered or sold, directly or indirectly, and none of this prospectus supplement, the accompanying prospectus or any other offering material or advertisements in connection with the common stock may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

Each of the underwriters may arrange to sell common stock offered hereby in certain jurisdictions outside the United States, either directly or through affiliates, where they are permitted to do so.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus supplement may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the shares that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of securities may be offered to the public in that relevant member state at any time:

 

   

to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

 

   

to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

 

   

to fewer than 100 natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the representatives for any such offer; or

 

   

in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each purchaser of shares described in this prospectus supplement located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For purposes of this provision, the expression an “offer to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

 

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The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus supplement. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus supplement and the accompanying prospectus are only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus supplement nor any other offering material relating to the shares described in this prospectus supplement has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus supplement nor any other offering material relating to the shares has been or will be:

 

   

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

 

   

used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

 

   

to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

 

   

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

 

   

in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Italy

The offering of the securities has not been registered pursuant to the Italian securities legislation and, accordingly, we have not offered or sold, and will not offer or sell, any securities in the Republic of Italy in a solicitation to the public, and that sales of the securities in the Republic of Italy shall be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulations. In any case, the securities cannot be offered or sold to any individuals in the Republic of Italy either in the primary market or the secondary market.

 

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We will not offer, sell or deliver any securities or distribute copies of this prospectus or any other document relating to the securities in the Republic of Italy except:

 

   

to “Professional Investors”, as defined in Article 31.2 of CONSOB Regulation No. 11522 of 2 July 1998 as amended (“Regulation No. 11522”), pursuant to Article 30.2 and 100 of Legislative Decree No. 58 of 24 February 1998 as amended (“Decree No. 58”), or in any other circumstances where an expressed exemption to comply with the solicitation restrictions provided by Decree No. 58 or Regulation No. 11971 of 14 May 1999 as amended applies, provided, however, that any such offer, sale or delivery of the securities or distribution of copies of the prospectus or any other document relating to the securities in the Republic of Italy must be:

 

   

made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended (“Decree No. 385”), Decree No. 58, CONSOB Regulation No. 11522 and any other applicable laws and regulations;

 

   

in compliance with Article 129 of Decree No. 385 and the implementing instructions of the Bank of Italy, pursuant to which the issue, trading or placement of securities in Italy is subject to a prior notification to the Bank of Italy, unless and exemption, depending, inter alia, on the aggregate amount and the characteristics of the securities issued or offered in the Republic of Italy, applies; and

 

   

in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

Switzerland

We have not and will not register with the Swiss Financial Market Supervisory Authority (“FINMA”) as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended (“CISA”), and accordingly the shares being offered pursuant to this prospectus have not and will not be approved, and may not be licenseable, with FINMA. Therefore, the shares have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the shares offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The shares may solely be offered to “qualified investors,” as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended (“CISO”), such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA.

This document as well as any other material relating to the shares which are the subject of the offering contemplated by this Prospectus (the “Shares”) do not constitute an issue prospectus pursuant to Article 652a of the Swiss Code of Obligations. The Shares will not be listed on the SWX Swiss Exchange and, therefore, the documents relating to the Shares, including, but not limited to, this document, do not claim to comply with the disclosure standards of the listing rules of SWX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SWX Swiss Exchange.

The Shares are being offered in Switzerland by way of a private placement, i.e. to a small number of selected investors only, without any public offer and only to investors who do not purchase the Shares with the intention to distribute them to the public. The investors will be individually approached by the Issuer from time to time.

This document as well as any other material relating to the Shares is personal and confidential and does not constitute an offer to any other person. This document may only be used by those investors to whom it has been handed out in connection with the offering described herein and may neither directly nor indirectly be distributed or made available to other persons without express consent of the Issuer. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.

 

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Notice to Prospective Investors in the Dubai International Financial Centre

This document relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This document is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with exempt offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it. The common stock which are the subject of the offering contemplated by this prospectus supplement may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the common stock offered should conduct their own due diligence on the common stock. If you do not understand the contents of this document you should consult an authorized financial adviser.

The following table shows the sales load (underwriting discounts and commissions) that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock.

 

     Paid by Apollo Investment
     No exercise    Full exercise

Per share

   $                 $             

Total

   $      $  

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. “Covered” short sales are sales of shares made in an amount up to the number of shares represented by the underwriters’ over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchases of the common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make “naked” short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress.

The underwriters may also impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when an underwriter repurchases shares originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases.

Any of these activities may have the effect of preventing or retarding a decline in the market price of the common stock. They may also cause the price of the common stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the Nasdaq Global Select Market or in the over-the-counter market, or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

In addition, in connection with this offering, some of the underwriters may engage in passive market making transactions in the common stock on the Nasdaq Global Select Market, prior to the pricing and completion of the offering. Passive market making consists of displaying bids on the Nasdaq Global Select Market no higher than the bid prices of independent market makers and making purchases at prices no higher than those independent bids and effected in response to order flow. Net purchases by a passive market maker on each day are limited to a specified percentage of the passive market maker’s average daily trading volume in the common stock during a specified period and must be discontinued when that limit is reached. Passive market making may cause the price

 

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of the common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. If the underwriters commence passive market making transactions, they may discontinue them at any time.

We estimate that our portion of the total expenses of this offering will be $300,000. In addition, the underwriters have agreed to pay certain of our expenses associated with this offering.

As described under “Use of Proceeds,” we intend to use a part of the net proceeds from this offering to repay a portion of the borrowings outstanding under our senior credit facility. Affiliates of each of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., RBC Capital Markets Corporation, UBS Securities LLC, BMO Capital Markets Corp., SunTrust Robinson Humphrey, Inc. and Natixis Bleichroeder LLC are lenders under such credit facility and therefore will receive a portion of the net proceeds from this offering through the repayment of those borrowings.

The underwriters have performed investment banking and advisory services for us, AIM, and our affiliates from time to time for which they have received customary fees and expenses. The underwriters may, from time to time, engage in transactions with and perform services for us, AIM, and our affiliates in the ordinary course of their business.

A prospectus supplement and base prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters. Other than the prospectus supplement and base prospectus in electronic format, the information on any such underwriter’s website is not part of this prospectus supplement and base prospectus. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representatives will allocate shares to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

We, AIM and AIA have agreed to indemnify the underwriters against, or reimburse losses arising out of, certain liabilities, including liabilities under the Securities Act of 1933, as amended or to contribute to payments the underwriters may be required to make because of any of those liabilities.

The principal business address of Citigroup Global Markets Inc. is 388 Greenwich Street, New York, New York, 10013. The principal business address of Merrill Lynch, Pierce, Fenner & Smith Incorporated is One Bryant Park, New York, New York 10036. The principal business address of J.P. Morgan Securities Inc. is 383 Madison Avenue, Floor 4, New York, New York, 10179. The principal business address of RBC Capital Markets Corporation is Three World Financial Center, 200 Vesey Street, 8th Floor, New York, New York, 10281. The principal business address of UBS Securities LLC is 299 Park Avenue, New York, New York 10171.

LEGAL MATTERS

Certain legal matters regarding the securities offered by this prospectus will be passed upon for Apollo Investment by Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY, and Venable LLP, Baltimore, MD. Certain legal matters will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New York, NY. Simpson Thacher & Bartlett LLP, may rely as to certain matters of Maryland law upon the opinion of Venable LLP.

EXPERTS

The financial statements as of March 31, 2009 and March 31, 2008 and for each of the three years in the period ended March 31, 2009, have been included in the base prospectus in reliance upon the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

 

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INTERIM FINANCIAL STATEMENTS

Apollo Investment Corporation

Statements of Assets and Liabilities

(in thousands, except per share amounts)

 

     December  31,
2009
(unaudited)
    March 31,
2009
 

Assets

    

Non-controlled/non-affiliated investments, at value (cost—$3,018,015 and $3,082,364, respectively)

   $ 2,681,370      $ 2,345,470   

Controlled investments, at value (cost—$342,655 and $342,115, respectively)

     140,805        141,421   

Cash equivalents, at value (cost—$499,934 and $0, respectively)

     499,934        —     

Cash

     5,928        5,914   

Foreign currency (cost—$2,277 and $694, respectively)

     2,264        693   

Interest receivable

     38,730        42,461   

Dividends receivable (see note 2)

     2,109        7,302   

Receivable for investments sold

     34,782        —     

Miscellaneous income receivable

     —          51   

Receivable from investment adviser

     —          393   

Prepaid expenses and other assets

     25,014        4,934   
                

Total assets

   $ 3,430,936      $ 2,548,639   
                

Liabilities

    

Credit facility payable (see note 7 & 12)

   $ 947,665      $ 1,057,601   

Payable for investments purchased

     575,904        27,555   

Dividends payable

     49,201        36,978   

Management and performance-based incentive fees payable (see note 3)

     26,442        25,314   

Interest payable

     541        711   

Accrued administrative expenses

     1,550        1,547   

Other liabilities and accrued expenses

     2,935        2,795   
                

Total liabilities

   $ 1,604,238      $ 1,152,501   
                

Net Assets

    

Common stock, par value $.001 per share, 400,000 and 400,000 common shares authorized, respectively, and 175,719 and 142,221 issued and outstanding, respectively

   $ 176      $ 142   

Paid-in capital in excess of par (see note 2f)

     2,641,594        2,352,205   

Undistributed net investment income (see note 2f)

     115,035        96,174   

Accumulated net realized loss (see note 2f)

     (374,183     (120,811

Net unrealized depreciation

     (555,924     (931,572
                

Total Net Assets

   $ 1,826,698      $ 1,396,138   
                

Total liabilities and net assets

   $ 3,430,936      $ 2,548,639   
                

Net Asset Value Per Share

   $ 10.40      $ 9.82   
                

See notes to financial statements.

 

F-1


Table of Contents

Apollo Investment Corporation

Statements of Operations (unaudited)

(in thousands, except per share amounts)

 

     Three months ended     Nine months ended  
     December 31,
2009
    December 31,
2008
    December 31,
2009
    December 31,
2008
 

INVESTMENT INCOME:

        

From non-controlled/non-affiliated investments:

        

Interest

   $ 73,954      $ 91,955      $ 221,126      $ 267,155   

Dividends

     2,870        1,615        9,690        8,726   

Other income

     5,864        1,353        7,615        4,826   

From controlled investments:

        

Dividends

     2,929        2,602        14,150        11,324   

Other income

     —          —          —          —     
                                

Total Investment Income

     85,617        97,525        252,581        292,031   
                                

EXPENSES:

        

Management fees (see note 3)

   $ 13,903      $ 14,681      $ 39,839      $ 47,057   

Performance-based incentive fees (see note 3)

     12,539        13,197        37,719        38,898   

Interest and other credit facility expenses

     4,976        13,659        14,453        41,980   

Administrative services expense

     1,260        794        3,767        3,517   

Other general and administrative expenses

     1,538        1,648        4,682        4,361   
                                

Total expenses

     34,216        43,979        100,460        135,813   

Expense offset arrangement (see note 8)

     —          (95     —          (227
                                

Net expenses

     34,216        43,884        100,460        135,586   
                                

Net investment income before excise taxes

     51,401        53,641        152,121        156,445   

Excise tax expense

     (1,243     (854     (1,243     (854
                                

Net investment income

   $ 50,158      $ 52,787      $ 150,878      $ 155,591   
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, CASH EQUIVALENTS AND FOREIGN CURRENCIES:

        

Net realized gain (loss):

        

Investments and cash equivalents

   $ (147,822   $ (40,912   $ (249,221   $ (103,313

Foreign currencies

     (4,218     37,336        (4,151     39,943   
                                

Net realized loss

     (152,040     (3,576     (253,372     (63,370
                                

Net change in unrealized gain (loss):

        

Investments and cash equivalents

     177,792        (525,904     399,013        (778,607

Foreign currencies

     3,613        1,150        (23,365     44,731   
                                

Net change in unrealized gain (loss)

     181,405        (524,754     375,648        (733,876
                                

Net realized and unrealized gain (loss) from investments, cash equivalents and foreign currencies

     29,365        (528,330     122,276        (797,246
                                

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

   $ 79,523      $ (475,543   $ 273,154      $ (641,655
                                

EARNINGS (LOSS) PER SHARE (see note 5)

   $ 0.48      $ (3.34   $ 1.78      $ (4.63
                                

See notes to financial statements.

 

F-2


Table of Contents

Apollo Investment Corporation

Statements of Changes in Net Assets

(in thousands, except shares)

 

     Nine months  ended
December 31, 2009
(unaudited)
    Year ended
March 31,
2009
 

Increase (Decrease) in net assets from operations:

    

Net investment income

   $ 150,878      $ 206,331   

Net realized loss

     (253,372     (83,740

Net change in unrealized gain (loss)

     375,648        (734,470
                

Net increase (decrease) in net assets resulting from operations

     273,154        (611,879
                

Dividends and distributions to stockholders:

     (132,017     (258,843
                

Capital share transactions:

    

Net proceeds from shares sold

     280,823        369,589   

Less offering costs

     (738     (637

Reinvestment of dividends

     9,338        —     
                

Net increase in net assets from capital share transactions

     289,423        368,952   
                

Total increase (decrease) in net assets:

     430,560        (501,770

Net assets at beginning of period

     1,396,138        1,897,908   
                

Net assets at end of period

   $ 1,826,698      $ 1,396,138   
                

Capital share activity:

    

Shares sold

     32,200,000        22,327,500   

Shares issued from reinvestment of dividends

     1,297,204        —     
                

Net increase in capital share activity

     33,497,204        22,327,500   
                

See notes to financial statements.

 

F-3


Table of Contents

Apollo Investment Corporation

Statements of Cash Flows (unaudited)

(in thousands)

 

     Nine months ended
December 31,
 
     2009     2008  

Cash Flows from Operating Activities:

    

Net Increase (Decrease) in Net Assets Resulting from Operations

   $ 273,154      $ (641,655

Adjustments to reconcile net increase (decrease):

    

Purchase of investments (including capitalized PIK)

     (405,556     (440,408

Proceeds from disposition of investments and cash equivalents

     220,064        255,155   

Increase (decrease) from foreign currency transactions

     (4,095     39,812   

Decrease (increase) in interest and dividends receivable

     8,924        (13,995

Decrease in prepaid expenses and other assets

     3,099        2,424   

Increase in management and performance-based incentive fees payable

     1,128        909   

Decrease in interest payable

     (170     (1,748

Increase in accrued expenses and other liabilities

     143        79   

Increase (decrease) in payable for investments and cash equivalents purchased

     548,349        (115,939

Increase in receivable for investments sold

     (34,782     —     

Net change in unrealized depreciation (appreciation) on investments, cash equivalents, foreign currencies and other assets and liabilities

     (375,648     733,876   

Net realized loss on investments and cash equivalents

     253,372        63,370   
                

Net Cash Provided (Used) by Operating Activities

   $ 487,982      $ (118,120
                

Cash Flows from Financing Activities:

    

Net proceeds from the issuance of common stock

   $ 280,823      $ 369,589   

Offering costs from the issuance of common stock

     (738     (479

Dividends paid in cash

     (110,455     (231,234

Borrowings under credit facility

     742,090        1,628,289   

Payments under credit facility

     (898,171     (2,059,822
                

Net Cash Provided (Used) by Financing Activities

   $ 13,549      $ (293,657
                

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

   $ 501,531      $ (411,777

Effect of exchange rates on cash balances

     (12     2   

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

   $ 6,607      $ 414,983   
                

CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 508,126      $ 3,208   
                

Non-cash financing activities consist of the reinvestment of dividends totaling $9,338 and $0, respectively (in thousands).

See notes to financial statements.

 

F-4


Table of Contents

Apollo Investment Corporation

Schedule of Investments (unaudited)

December 31, 2009

(in thousands)

 

Investments in Non-controlled/Non Affiliated Portfolio
Companies—146.8%

  Industry   Par Amount*   Cost   Fair  Value(1)

CORPORATE DEBT—131.8%

       

BANK DEBT/SENIOR SECURED LOANS(2)—44.1%

       

1st Lien Bank Debt/Senior Secured Loans—1.2%

       

Fox Acquisition Sub LLC, 7/14/15

  Broadcasting &
Entertainment
  $ 3,977   $ 3,543   $ 3,599

ATI Acquisition Company, 12/30/14

  Education     19,250     18,480     18,817
               

Total 1st Lien Bank Debt/Senior Secured Loans

      $ 22,023   $ 22,416
               

2nd Lien Bank Debt/Senior Secured Loans—42.9%

       

AB Acquisitions UK Topco 2 Limited (Alliance Boots), 7/9/16

  Retail   £ 11,400   $ 19,935   $ 15,777

AB Acquisitions UK Topco 2 Limited (Alliance Boots), 7/9/16

  Retail   3,961     5,484     4,870

Asurion Corporation, 7/3/15

  Insurance   $ 148,300     146,972     144,593

BNY ConvergEx Group, LLC, 4/2/14

  Business Services     54,000     53,601     54,000

C.H.I. Overhead Doors, Inc., 13.00%, 10/22/11

  Building Products     15,000     15,013     13,500

Clean Earth, Inc., 13.00%, 8/1/14

  Environmental     25,000     25,000     22,750

Datatel, Inc., 12/9/16

  Education     20,000     19,921     20,200

Dresser, Inc., 5/4/15

  Industrial     63,000     62,712     58,983

Educate, Inc., 6/14/14

  Education     10,000     10,000     9,250

Garden Fresh Restaurant Corp., 12/22/11

  Retail     26,000     25,894     25,610

Generics International, Inc., 4/30/15

  Healthcare     20,000     19,927     19,675

Gray Wireline Service, Inc., 12.25%, 2/28/13

  Oil & Gas     77,500     77,049     43,167

Infor Enterprise Solutions Holdings, Inc., Tranche B-1, 3/2/14

  Business Services     5,000     5,000     3,550

Infor Enterprise Solutions Holdings, Inc., 3/2/14

  Business Services     15,000     14,878     10,788

Infor Global Solutions European Finance S.á.R.L., 3/2/14

  Business Services   6,210     8,263     6,029

IPC Systems, Inc., 6/1/15

  Telecommunications   $ 44,250     41,055     32,303

Kronos, Inc., 6/11/15

  Electronics     60,000     60,000     55,860

Penton Media, Inc., 2/1/14

  Media     14,000     11,028     2,310

Quality Home Brands Holdings LLC, 6/20/13***

  Consumer Products     40,564     40,075     11,236

Ranpak Corp., 12/27/14(3)†

  Packaging     43,550     37,341     41,259

Ranpak Corp., 12/27/14(4)†

  Packaging   21,970     26,907     29,863

RSA Holdings Corp. of Delaware (American Safety Razor), 1/30/14

  Consumer Products   $ 1,000     764     715

Sheridan Holdings, Inc., 6/15/15

  Healthcare     67,847     66,914     62,148

Sorenson Communications, Inc., 2/18/14

  Consumer Services     63,603     63,458     61,504

TransFirst Holdings, Inc., 6/15/15

  Financial Services     36,001     35,024     33,013

Total 2nd Lien Bank Debt/Senior Secured Loans

      $ 892,215   $ 782,953
               

TOTAL BANK DEBT/SENIOR SECURED LOANS

      $ 914,238   $ 805,369
               

See notes to financial statements.

 

F-5


Table of Contents

Apollo Investment Corporation

Schedule of Investments (unaudited) (continued)

December 31, 2009

(in thousands)

 

    Industry   Par Amount*   Cost   Fair  Value(1)

Subordinated Debt/Corporate Notes—87.7%

       

AB Acquisitions UK Topco 2 Limited (Alliance Boots), GBP L+650, 7/9/17

  Retail   £ 40,554   $ 78,646   $ 56,779

Advantage Sales & Marketing, Inc., 12.00%, 3/29/14

  Grocery   $ 32,373     31,984     32,697

Allied Security Holdings LLC, 13.75%, 8/21/15

  Business Services     20,000     19,651     20,500

Altegrity Inc., 11.75%, 5/1/16¨

  Diversified Service     14,639     9,555     13,380

Altegrity Inc., 10.50%, 11/1/15¨

  Diversified Service     9,500     8,143     8,806

AMH Holdings II, Inc. (Associated Materials), 20.00%, 12/01/14

  Building Products     8,515     1,411     3,872

Angelica Corporation, 15.00%, 2/4/14

  Healthcare     60,000     60,000     63,600

Arbonne Intermediate Holdco Inc. (Natural Products Group LLC), 13.50%, 6/19/14***

  Direct Marketing     87,857     76,803     2,196

ATI Acquisition Company, L+1100, 12/30/15

  Education     38,500     37,730     38,019

BNY ConvergEx Group, LLC, 14.00%, 10/2/14

  Business Services     42,521     35,492     43,371

Booz Allen Hamilton Inc., 13.00%, 7/31/16

  Consulting Services     23,435     23,100     23,845

Brenntag Holding GmbH & Co. KG, E+700, 01/18/16

  Chemicals   20,024     24,842     28,155

Catalina Marketing Corporation, 11.625%, 10/1/17¨

  Grocery   $ 42,175     39,622     44,600

Catalina Marketing Corporation, 10.50%, 10/1/15¨

  Grocery     5,000     5,085     5,281

Ceridian Corp., 13.00%, 11/15/15

  Diversified Service     53,250     53,250     52,185

Ceridian Corp., 11.25%, 11/15/15

  Diversified Service     36,000     35,219     36,180

Cidron Healthcare C S.á.R.L. (Convatec) E+950, 8/1/17

  Healthcare   7,933     12,408     10,699

Collect America, Ltd., 16.00%, 8/5/12¨

  Consumer Finance   $ 40,843     40,451     40,843

Delta Educational Systems, Inc., 14.20%, 5/12/13

  Education     19,459     19,037     19,653

DSI Renal Inc., 16.00%, 4/7/14

  Healthcare     12,775     12,775     12,775

Dura-Line Merger Sub, Inc., 14.00%, 9/22/14

  Telecommunications     42,074     41,480     42,074

European Directories (DH5) B.V., 15.735%, 7/1/16

  Publishing   3,452     4,475     2,786

European Directories (DH7) B.V., E+950, 7/1/15

  Publishing     17,454     21,846     18,118

First Data Corporation, 11.25%, 3/31/16

  Financial Services   $ 40,000     33,645     36,160

First Data Corporation, 9.875%, 9/24/15

  Financial Services     45,500     39,963     42,315

FleetPride Corporation, 11.50%, 10/1/14¨

  Transportation     47,500     47,500     45,125

Fox Acquisition Sub LLC, 13.375%, 7/15/16¨

  Broadcasting &

Entertainment

    25,000     24,799     21,070

FPC Holdings, Inc. (FleetPride Corporation), 0% /14.00%, 6/30/15¨

  Transportation     37,846     38,559     34,439

General Nutrition Centers, Inc., L+450, 3/15/14

  Retail     12,275     12,126     11,477

General Nutrition Centers, Inc., 10.75%, 3/15/15

  Retail     24,500     24,922     25,358

Goodman Global Inc., 13.50%, 2/15/16

  Manufacturing     25,000     25,000     27,625

Hub International Holdings, 10.25%, 6/15/15¨

  Insurance     25,000     24,228     22,750

Infor Lux Bond Company (Infor Global), L+800, 9/2/14

  Business Services     10,209     10,209     4,866

KAR Holdings, Inc., 10.00%, 5/1/15

  Transportation     794     683     854

See notes to financial statements.

 

F-6


Table of Contents

Apollo Investment Corporation

Schedule of Investments (unaudited) (continued)

December 31, 2009

(in thousands)

 

    Industry   Par Amount*   Cost   Fair Value(1)

Subordinated Debt/Corporate Notes—(continued)

       

Laureate Education, Inc., 11.75%, 8/15/17¨

  Education   $ 53,540   $ 49,827   $ 55,682

LVI Services, Inc., 15.25%, 11/16/12

  Environmental     49,000     49,000     30,000

MW Industries, Inc., 14.50%, 5/1/14

  Manufacturing     60,678     59,831     59,585

NCO Group Inc., 11.875%, 11/15/14

  Consumer
Finance
    22,630     18,846     21,339

Nielsen Finance LLC, 0% / 12.50%, 8/1/16

  Market Research     61,000     52,511     55,510

OTC Investors Corporation (Oriental Trading Company), 13.50%, 1/31/15***

  Direct
Marketing
    29,763     29,763     10,417

Pacific Crane Maintenance Company, L.P., 15.00%, 2/15/14***

  Machinery     38,237     36,825     8,030

PBM Holdings, Inc., 13.50%, 9/29/13

  Beverage,

Food & Tobacco

    17,723     17,723     17,745

Playpower Holdings Inc., 15.50%, 12/31/12¨

  Leisure
Equipment
    97,184     97,184     81,149

QHB Holdings LLC (Quality Home Brands), 14.50%, 12/20/13***

  Consumer
Products
    56,680     52,154     2,267

Ranpak Holdings, Inc., 15.00%, 12/27/15

  Packaging     65,068     65,068     61,424

RSA Holdings Corp. of Delaware (American Safety Razor), 13.50%, 1/30/15

  Consumer
Products
    55,479     55,479     36,339

The Servicemaster Company, 10.75%, 7/15/15¨

  Diversified
Service
    52,173     47,653     54,781

TL Acquisitions, Inc. (Thomson Learning), 0% / 13.25%, 7/15/15¨

  Education     72,500     72,245     71,050

TL Acquisitions, Inc. (Thomson Learning), 10.50%, 1/15/15¨

  Education     22,000     20,617     21,258

TP Financing 2, Ltd. (Travelex), GBP L+725, 4/1/15

  Financial
Services
  £ 15,079     28,535     20,211

US Foodservice, 10.25%, 6/30/15¨

  Beverage,

Food & Tobacco

  $ 81,543     61,472     82,766

Varietal Distribution, 10.75%, 6/30/17

  Distribution     22,204     21,652     20,492
               

Total Subordinated Debt/Corporate Notes

      $ 1,811,024   $ 1,602,498
               

TOTAL CORPORATE DEBT

      $ 2,725,262   $ 2,407,867
               

COLLATERALIZED LOAN OBLIGATIONS—1.3%

       

Babson CLO Ltd., Series 2008-2A Class E, L+975, 7/15/18¨

  Asset
Management
  $ 11,539   $ 10,578   $ 10,464

Babson CLO Ltd., Series 2008-1A Class E, L+550, 7/20/18¨

  Asset
Management
    10,652     7,844     7,182

Westbrook CLO Ltd., Series 2006-1A, L+370, 12/20/20¨

  Asset
Management
    11,000     6,638     6,843
               

TOTAL COLLATERALIZED LOAN OBLIGATIONS

      $ 25,060   $ 24,489
               

See notes to financial statements.

 

F-7


Table of Contents

Apollo Investment Corporation

Schedule of Investments (unaudited) (continued)

December 31, 2009

(in thousands, except shares)

 

    Industry   Shares   Cost   Fair Value(1)

PREFERRED EQUITY—2.0%

       

AHC Mezzanine LLC (Advanstar)**

  Media   1   $ 1,063   $ 298

CA Holding, Inc. (Collect America, Ltd.) Series A

  Consumer Finance   7,961     788     1,592

DSI Holding Company, Inc. (DSI Renal Inc.), 19.00%, 10/7/14***

  Healthcare   32,500     52,962     8,511

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 13.50%, 5/12/14

  Education   12,360     18,592     19,443

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 12.50% (Convertible)

  Education   332,500     5,204     5,204

Varietal Distribution Holdings, LLC, 8.00%

  Distribution   3,097     3,777     1,336
               

TOTAL PREFERRED EQUITY

      $ 82,386   $ 36,384
               

EQUITY—11.7%

       

Common Equity/Interests—11.3%

       

AB Capital Holdings LLC (Allied Security)**

  Business Services   2,000,000   $ 2,000   $ 3,095

A-D Conduit Holdings, LLC (Duraline)**

  Telecommunications   2,778     2,778     6,370

CA Holding, Inc. (Collect America, Ltd.) Series A**

  Consumer Finance   25,000     2,500     2,935

CA Holding, Inc. (Collect America, Ltd.) Series AA**

  Consumer Finance   4,294     429     859

Clothesline Holdings, Inc. (Angelica)**

  Healthcare   6,000     6,000     8,838

Explorer Coinvest LLC (Booz Allen)

  Consulting Services   430     4,300     7,370

FSC Holdings Inc. (Hanley Wood LLC)**

  Media   10,000     10,000     164

Garden Fresh Restaurant Holding, LLC**

  Retail   50,000     5,000     10,995

Gray Energy Services, LLC Class H (Gray Wireline)**

  Oil & Gas   1,081     2,000     —  

Gryphon Colleges Corporation (Delta Educational Systems, Inc.)**

  Education   17,500     175     2,691

GS Prysmian Co-Invest L.P. (Prysmian Cables & Systems) (5,6)

  Industrial   1     —       40,991

LVI Acquisition Corp. (LVI Services, Inc.)**

  Environmental   6,250     2,500     —  

MEG Energy Corp.(7)

  Oil & Gas   2,176,722     55,006     67,522

New Omaha Holdings Co-Invest LP (First Data)**

  Financial Services   13,000,000     65,000     39,000

PCMC Holdings, LLC (Pacific Crane)**

  Machinery   40,000     4,000     —  

Prism Business Media Holdings, LLC
(Penton Media, Inc.)
**

  Media   68     14,947     516

Pro Mach Co-Investment, LLC**

  Machinery   150,000     1,500     3,356

RC Coinvestment, LLC (Ranpak Corp.)**

  Packaging   50,000     5,000     4,549

Sorenson Communications Holdings, LLC Class A**

  Consumer Services   454,828     45     6,578

Varietal Distribution Holdings, LLC Class A**

  Distribution   28,028     28     —  
               

Total Common Equity/Interests

      $ 183,208   $ 205,829

See notes to financial statements.

 

F-8


Table of Contents

Apollo Investment Corporation

Schedule of Investments (unaudited) (continued)

December 31, 2009

(in thousands, except shares and warrants)

 

    Industry   Warrants   Cost   Fair Value(1)  

Warrants—0.4%

       

CA Holding, Inc. (Collect America, Ltd.), Common

  Consumer Finance     7,961   $ 8     —     

DSI Holding Company, Inc. (DSI Renal Inc.), Common**

  Healthcare     5,011,327     —       —     

Fidji Luxco (BC) S.C.A., Common (FCI)(5)**

  Electronics     48,769     491   $ 2,941   

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Common**

  Education     9,820     98     1,510   

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class A-1 Preferred**

  Education     45,947     459     719   

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class B-1 Preferred**

  Education     104,314     1,043     1,631   
                 

Total Warrants

      $ 2,099   $ 6,801   
                 

TOTAL EQUITY

      $ 185,307   $ 212,630   
                 

Total Investments in Non-Controlled/ Non-Affiliated Portfolio Companies

      $ 3,018,015   $ 2,681,370   
                 

Investments in Controlled Portfolio Companies—7.7%

      Shares          

PREFERRED EQUITY—2.8%

       

Grand Prix Holdings, LLC Series A, 12.00% (Innkeepers USA)

  Hotels, Motels,
Inns & Gaming
    2,989,431   $ 98,426   $ 50,958   
                 

EQUITY

       

Common Equity/Interests—4.9%

       

AIC Credit Opportunity Fund LLC(8)

  Asset
Management
    $ 71,565   $ 81,354   

Grand Prix Holdings, LLC (Innkeepers USA)**

  Hotels, Motels,
Inns & Gaming
    17,335,834     172,664     8,493   
                 

Total Common Equity/Interests

      $ 244,229   $ 89,847   
                 

TOTAL EQUITY

      $ 244,229   $ 89,847   
                 

Total Investments in Controlled Portfolio Companies

      $ 342,655   $ 140,805   
                 

Total Investments—154.5%(9)

      $ 3,360,670   $ 2,822,175   
                 

CASH EQUIVALENTS—27.4%

  Industry   Par Amount*   Cost   Fair Value(1)  

U.S. Treasury Bill, .055%, 4/1/10

  Government   $ 500,000   $ 499,934   $ 499,934   
                 

Total Investments and Cash Equivalents—181.9%

      $ 3,860,604   $ 3,322,109   

Liabilities in Excess of Other Assets—(81.9%)

          (1,495,411
             

Net Assets—100.0%

        $ 1,826,698   
             

 

(1)   Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2).
(2)   Includes floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the LIBOR (London Inter-bank Offered Rate), EURIBOR (Euro Inter-bank Offered Rate), GBP LIBOR (London Inter-bank Offered Rate for British Pounds), or the prime rate. At December 31, 2009, the range of interest rates on floating rate bank debt was 4.68% to 10.50%.
(3)   Position is held across five US Dollar-denominated tranches with varying yields.
(4)   Position is held across three Euro-denominated tranches with varying yields.

 

F-9


Table of Contents

Apollo Investment Corporation

Schedule of Investments (unaudited) (continued)

December 31, 2009

(in thousands, except shares and warrants)

 

(5)   Denominated in Euro (€).
(6)   The Company is the sole Limited Partner in GS Prysmian Co-Invest L.P.
(7)   Denominated in Canadian dollars.
(8)   See Note 6.
(9)   Aggregate gross unrealized appreciation for federal income tax purposes is $184,535; aggregate gross unrealized depreciation for federal income tax purposes is $728,137. Net unrealized depreciation is $543,602 based on a tax cost of $3,865,711.
       These securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.
*   Denominated in USD unless otherwise noted.
**   Non-income producing security
***   Non-accrual status (see note 2m)
  Denote securities where the Company owns multiple tranches of the same broad asset type but whose security characteristics differ. Such differences may include level of subordination, call protection and pricing, differing interest rate characteristics, among other factors. Such factors are usually considered in the determination of fair values.

See notes to financial statements.

 

F-10


Table of Contents

Apollo Investment Corporation

Schedule of Investments (unaudited) (continued)

 

Industry Classification

   Percentage of Total
Investments (at fair value)
as of

December 31, 2009
 

Education

   10.1

Healthcare

   6.6

Financial Services

   6.0

Insurance

   5.9

Diversified Service

   5.9

Retail

   5.3

Business Services

   5.2

Packaging

   4.9

Oil & Gas

   3.9

Asset Management

   3.8

Beverage, Food & Tobacco

   3.6

Industrial

   3.5

Manufacturing

   3.1

Grocery

   2.9

Leisure Equipment

   2.9

Telecommunications

   2.9

Transportation

   2.8

Consumer Services

   2.4

Consumer Finance

   2.4

Hotels, Motels, Inns & Gaming

   2.1

Electronics

   2.1

Market Research

   2.0

Environmental

   1.9

Consumer Products

   1.8

Consulting Services

   1.1

Chemicals

   1.0

Broadcasting & Entertainment

   0.9

Distribution

   0.8

Publishing

   0.7

Building Products

   0.6

Direct Marketing

   0.4

Machinery

   0.4

Media

   0.1
      

Total Investments

   100.0
      

See notes to financial statements.

 

F-11


Table of Contents

Apollo Investment Corporation

Schedule of Investments‡

March 31, 2009

(in thousands)

 

Investments in Non-Controlled/Non-Affiliated

Portfolio Companies—168.0%

  Industry   Par Amount*   Cost   Fair  Value(1)

CORPORATE DEBT—148.5%

       

Bank Debt/Senior Secured Loans(2)—47.0%

       

1st Lien Bank Debt/Senior Secured Loans—0.1%

       

OTC Investors Corporation (Oriental Trading Company), 7/31/13

  Direct Marketing   $ 2,226   $ 1,155   $ 1,124
               

2nd Lien Bank Debt/Senior Secured Loans—46.9%

       

AB Acquisitions UK Topco 2 Limited (Alliance Boots), 7/9/16

  Retail   £ 11,400   $ 19,792   $ 11,961

AB Acquisitions UK Topco 2 Limited (Alliance Boots), 7/9/16

  Retail   3,961     5,439     3,850

Advanstar Communications, Inc., 11/30/14

  Media   $ 20,000     20,000     6,680

Asurion Corporation, 7/3/15

  Insurance     150,300     148,798     122,795

BNY ConvergEx Group, LLC, 4/2/14

  Business Services     50,000     49,818     43,850

C.H.I. Overhead Doors, Inc., 13.00%, 10/22/11

  Building Products     15,000     15,018     11,250

Clean Earth, Inc., 13.00%, 8/1/14

  Environmental     25,000     25,000     22,750

Dresser, Inc., 5/4/15

  Industrial     61,000     60,924     47,266

Educate, Inc., 6/14/14

  Education     10,000     10,000     7,728

Garden Fresh Restaurant Corp., 12/22/11

  Retail     26,000     25,861     22,386

Generics International, Inc., 4/30/15

  Healthcare     20,000     19,917     16,343

Gray Wireline Service, Inc., 12.25%, 2/28/13

  Oil & Gas     77,500     76,966     77,500

Infor Enterprise Solutions Holdings, Inc., Tranche B-1, 3/2/14

  Business Services     5,000     5,000     950

Infor Enterprise Solutions Holdings, Inc., 3/2/14

  Business Services     15,000     14,859     3,375

Infor Global Solutions European Finance S.á.R.L., 3/2/14

  Business Services   6,210     8,263     1,484

IPC Systems, Inc., 6/1/15

  Telecommunications   $ 37,250     36,312     19,544

Kronos, Inc., 6/11/15

  Electronics     60,000     60,000     44,460

Penton Media, Inc., 2/1/14

  Media     14,000     10,650     9,884

Quality Home Brands Holdings LLC, 6/20/13

  Consumer Products     40,256     39,830     30,252

Ranpak Corp., 12/27/14 (3)

  Packaging     12,500     12,500     11,108

Ranpak Corp., 12/27/14 (4)

  Packaging   5,206     7,585     6,098

Sheridan Holdings, Inc., 6/15/15

  Healthcare   $ 60,000     60,000     49,860

Sorenson Communications, Inc., 2/18/14

  Consumer Services     62,103     62,103     54,443

TransFirst Holdings, Inc., 6/15/15

  Financial Services     34,750     33,683     28,669
               

Total 2nd Lien Bank Debt/Senior Secured Loans

      $ 828,318   $ 654,486
               

Total Bank Debt/Senior Secured Loans

      $ 829,473   $ 655,610
               

See notes to financial statements.

 

F-12


Table of Contents

Apollo Investment Corporation

Schedule of Investments (continued)‡

March 31, 2009

(in thousands)

 

    Industry   Par Amount*   Cost   Fair Value(1)

Subordinated Debt/Corporate Notes—101.5%

       

AB Acquisitions UK Topco 2 Limited (Alliance Boots), GBP L+650, 7/9/17

  Retail   £ 39,526   $ 76,758   $ 39,942

Advanstar, Inc., L+700, 11/30/15

  Media   $ 24,385     24,385     1,341

Advantage Sales & Marketing, Inc., 12.00%, 3/29/14

  Grocery     31,884     31,445     29,536

Allied Security Holdings LLC, 13.75%, 8/21/15

  Business Services     20,000     19,621     17,500

AMH Holdings II, Inc. (Associated Materials), 13.625%, 12/1/14¨

  Building Products     52,155     51,422     14,655

Angelica Corporation, 15.00%, 2/4/14

  Healthcare     60,000     60,000     60,000

Arbonne Intermediate Holdco Inc. (Natural Products Group LLC), 13.50%, 6/19/14***

  Direct Marketing     76,962     76,803     4,233

BNY ConvergEx Group, LLC, 14.00%, 10/2/14

  Business Services     15,611     15,611     13,879

Booz Allen Hamilton Inc., 13.00%, 7/31/16

  Consulting Services     23,435     23,073     20,857

Brenntag Holding GmbH & Co. KG, E+700, 12/23/15

  Chemicals   19,725     24,412     21,396

Catalina Marketing Corporation, 11.625%, 10/1/17¨

  Grocery   $ 31,959     30,327     27,165

Ceridian Corp., 12.25%, 11/15/15

  Diversified Service     50,000     50,000     42,750

Ceridian Corp., 11.25%, 11/15/15

  Diversified Service     36,000     35,140     31,788

Cidron Healthcare C S.á.R.L. (Convatec) E+950, 8/1/17

  Healthcare   7,668     12,028     8,603

Collect America, Ltd., 16.00%, 8/5/12¨

  Consumer Finance   $ 38,136     37,658     36,647

Delta Educational Systems, Inc., 14.20%, 5/12/13

  Education     19,271     18,777     19,126

DSI Renal Inc., 16.00%, 4/7/14

  Healthcare     11,357     11,357     9,647

Dura-Line Merger Sub, Inc., 14.00%, 9/22/14

  Telecommunications     41,218     40,561     39,033

Eurofresh, Inc., 0% / 14.50%, 1/15/14¨***†

  Agriculture     26,504     24,303     199

Eurofresh, Inc., 11.50%, 1/15/13¨***†

  Agriculture     50,000     50,000     11,250

European Directories (DH5) B.V., 15.735%, 7/1/16

  Publishing   2,961     3,777     3,356

European Directories (DH7) B.V., E+950, 7/1/15

  Publishing     16,643     20,695     19,114

First Data Corporation, 11.25%, 3/31/16¨

  Financial Services   $ 40,000     33,203     32,080

First Data Corporation, 9.875%, 9/24/15

  Financial Services     45,500     39,489     35,945

FleetPride Corporation, 11.50%, 10/1/14 ¨

  Transportation     47,500     47,500     40,375

Fox Acquisition Sub LLC, 13.375%, 7/15/16¨

  Broadcasting &
Entertainment
    25,000     24,785     20,825

FPC Holdings, Inc. (FleetPride Corporation), 0% / 14.00%, 6/30/15¨

  Transportation     37,846     36,826     30,276

General Nutrition Centers, Inc., L+450, 3/15/14

  Retail     15,275     15,070     9,375

Goodman Global Inc., 13.50%, 2/15/16

  Manufacturing     25,000     25,000     24,025

See notes to financial statements.

 

F-13


Table of Contents

Apollo Investment Corporation

Schedule of Investments (continued)‡

March 31, 2009

(in thousands)

 

     Industry   Par Amount*   Cost   Fair Value(1)

Subordinated Debt/Corporate Notes—(continued)

       

Hub International Holdings, 10.25%, 6/15/15¨

  Insurance   $ 25,000   $ 24,160   $ 19,666

Infor Lux Bond Company (Infor Global), L+800, 9/2/14

  Business Services     9,582     9,582     719

KAR Holdings, Inc., 10.00%, 5/1/15

  Transportation     48,225     44,404     27,488

Latham Manufacturing Corp., 20.00%, 12/30/12***

  Leisure Equipment     37,920     34,190     15,168

Laureate Education, Inc., 11.75%, 8/15/17¨

  Education     53,540     49,621     46,794

LVI Services, Inc., 14.75%, 11/16/12

  Environmental     47,523     47,523     44,790

MW Industries, Inc., 13.00%, 5/1/14

  Manufacturing     60,000     59,067     56,220

NCO Group Inc., 11.875%, 11/15/14

  Consumer Finance     22,630     18,487     19,427

Neff Corp., 10.00%, 6/1/15

  Rental Equipment     5,000     5,000     725

Nielsen Finance LLC, 0% / 12.50%, 8/1/16

  Market Research     61,000     47,500     37,430

OTC Investors Corporation (Oriental Trading Company), 13.50%, 1/31/15

  Direct Marketing     27,861     27,862     9,752

Pacific Crane Maintenance Company, L.P., 13.00%, 2/15/14

  Machinery     34,170     34,170     22,210

PBM Holdings, Inc., 13.50%, 9/29/13

  Beverage, Food &
Tobacco
    17,723     17,723     16,128

Playpower Holdings Inc., 15.50%, 12/31/12¨

  Leisure Equipment     83,707     83,707     70,732

Pro Mach Merger Sub, Inc., 12.50%, 6/15/12

  Machinery     14,616     14,464     13,626

QHB Holdings LLC (Quality Home Brands), 14.50%, 12/20/13

  Consumer
Products
    50,938     50,273     36,293

Ranpak Holdings, Inc., 15.00%, 12/27/15

  Packaging     58,217     58,217     50,300

RSA Holdings Corp. of Delaware (American Safety Razor), 13.50%, 1/30/15

  Consumer
Products
    50,129     50,130     38,976

The Servicemaster Company, 10.75%, 7/15/15¨

  Diversified
Service
    67,173     60,832     54,343

TL Acquisitions, Inc. (Thomson Learning), 0% / 13.25%, 7/15/15¨

  Education     72,500     69,587     57,347

TL Acquisitions, Inc. (Thomson Learning), 10.50%, 1/15/15¨

  Education     47,500     46,777     40,185

TP Financing 2, Ltd. (Travelex), GBP L+725, 4/1/15

  Financial Services   £ 13,505     26,128     12,499

US Foodservice, 10.25%, 6/30/15¨

  Beverage, Food &
Tobacco
  $ 30,000     23,812     25,710

US Investigations Services, Inc., 11.75%, 5/1/16¨

  Diversified
Service
    14,639     9,085     11,901

US Investigations Services, Inc., 10.50%, 11/1/15¨

  Diversified
Service
    9,500     7,991     8,075

Varietal Distribution, 10.75%, 6/30/17

  Distribution     21,875     21,288     15,269

WDAC Intermediate Corp., E+600, 11/29/15

  Publishing   46,320     62,591     379

Total Subordinated Debt/Corporate Notes

      $ 1,964,197   $ 1,417,070
               

TOTAL CORPORATE DEBT

      $ 2,793,670   $ 2,072,680
               

See notes to financial statements.

 

F-14


Table of Contents

Apollo Investment Corporation

Schedule of Investments (continued)‡

March 31, 2009

(in thousands, except shares)

 

      Industry    Shares    Cost    Fair Value(1)

PREFERRED EQUITY—4.0%

           

AHC Mezzanine LLC (Advanstar)**

   Media      1    $ 1,063      —  

DSI Holding Company, Inc. (DSI Renal Inc.), 19.00%, 10/7/14

   Healthcare      32,500      50,514    $ 33,051

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 13.50%, 5/12/14

   Education      12,360      16,599      17,592

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 12.50% (Convertible)

   Education      332,500      4,743      4,743

Varietal Distribution Holdings, LLC, 8.00%

   Distribution      3,097      3,558      583
                   

TOTAL PREFERRED EQUITY

         $ 76,477    $ 55,969
                   
           Par Amount*          

COLLATERALIZED LOAN OBLIGATIONS—1.4%

           

Babson CLO Ltd., Series 2008-2A Class E, L+975, 7/15/18¨

   Asset Management    $ 11,000    $ 9,993    $ 8,104

Babson CLO Ltd., Series 2008-1A Class E, L+550, 7/20/18¨

   Asset Management      10,150      7,220      5,485

Westbrook CLO Ltd., Series 2006-1A, L+370, 12/20/20¨

   Asset Management      11,000      6,509      5,389
                   

TOTAL COLLATERALIZED LOAN OBLIGATIONS

         $ 23,722    $ 18,978
                   
          Shares          

EQUITY—14.1%

           

Common Equity/Interests—13.8%

           

AB Capital Holdings LLC (Allied Security)

   Business Services      2,000,000    $ 2,000    $ 2,000

A-D Conduit Holdings, LLC (Duraline)**

   Telecommunications      2,778      2,778      3,760

AHC Mezzanine LLC (Advanstar)**

   Media      10,000      10,000      —  

CA Holding, Inc. (Collect America, Ltd.)
Series A

   Consumer Finance      25,000      2,500      4,162

CA Holding, Inc. (Collect America, Ltd.)
Series AA

   Consumer Finance      4,294      429      859

Clothesline Holdings, Inc. (Angelica)

   Healthcare      6,000      6,000      5,770

Explorer Coinvest LLC (Booz Allen)

   Consulting Services      430      4,300      7,376

FSC Holdings Inc. (Hanley Wood LLC)**

   Media      10,000      10,000      3,520

See notes to financial statements

 

F-15


Table of Contents

Apollo Investment Corporation

Schedule of Investments (continued)‡

March 31, 2009

(in thousands, except shares and warrants)

 

     Industry   Shares   Cost   Fair  Value(1)

Common Equity/Interests—(continued)

       

Garden Fresh Restaurant Holding, LLC**

  Retail   50,000   $ 5,000   $ 8,463

Gray Energy Services, LLC Class H (Gray Wireline)**

  Oil & Gas   1,081     2,000     3,590

Gryphon Colleges Corporation (Delta Educational Systems, Inc.)**

  Education   17,500     175     —  

GS Prysmian Co-Invest L.P. (Prysmian Cables & Systems)(5,6)

  Industrial   1     —       43,264

Latham International, Inc. (fka Latham Acquisition Corp.)**

  Leisure Equipment   33,091     3,309     —  

LVI Acquisition Corp. (LVI Services, Inc.)**

  Environmental   6,250     2,500     —  

MEG Energy Corp.(7) **

  Oil & Gas   1,718,388     44,718     43,706

New Omaha Holdings Co-Invest LP
(First Data)
**

  Financial Services   13,000,000     65,000     47,893

PCMC Holdings, LLC (Pacific Crane)**

  Machinery   40,000     4,000     847

Prism Business Media Holdings, LLC (Penton Media, Inc.)**

  Media   68     14,947     3,443

Pro Mach Co-Investment, LLC**

  Machinery   150,000     1,500     3,158

RC Coinvestment, LLC (Ranpak Corp.)**

  Packaging   50,000     5,000     5,535

Sorenson Communications Holdings, LLC Class A

  Consumer
Services
  454,828     45     5,943

Varietal Distribution Holdings, LLC
Class A
**

  Distribution   28,028     28     —  
               

Total Common Equity/Interests

      $ 186,229   $ 193,289
               
        Warrants        

Warrants—0.3%

       

DSI Holding Company, Inc. (DSI Renal Inc.), Common**

  Healthcare   5,011,327     —       —  

Fidji Luxco (BC) S.C.A., Common
(FCI) (5)
**

  Electronics   48,769   $ 491   $ 2,591

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Common**

  Education   9,820     98     —  

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class A-1 Preferred**

  Education   45,947     460     655

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class B-1 Preferred**

  Education   104,314     1,043     1,308

Latham International, Inc., Common

  Leisure Equipment   347,698     174     —  
               

Total Warrants

      $ 2,266   $ 4,554
               

TOTAL EQUITY

      $ 188,495   $ 197,843
               

TOTAL INVESTMENTS IN NON-CONTROLLED /NON-AFFILIATED PORTFOLIO COMPANIES

      $ 3,082,364   $ 2,345,470
               

See notes to financial statements.

 

F-16


Table of Contents

Apollo Investment Corporation

Schedule of Investments (continued)‡

March 31, 2009

(in thousands, except shares)

 

Investments in Controlled Portfolio Companies—10.1%

  Industry   Shares   Cost   Fair Value(1)  

Preferred Equity—5.5%

       

Grand Prix Holdings, LLC Series A, 12.00% (Innkeepers USA)

  Hotels, Motels,
Inns & Gaming
  2,989,431   $ 90,074   $ 76,557   
                 

EQUITY

       

Common Equity/Interests—4.6%

       

AIC Credit Opportunity Fund LLC(8)

  Asset Management     $ 79,377   $ 57,294   

Grand Prix Holdings, LLC (Innkeepers USA)**

  Hotels, Motels,
Inns & Gaming
  17,335,834     172,664     7,570   
                 

Total Common Equity/Interests

      $ 252,041   $ 64,864   
                 

TOTAL EQUITY

      $ 252,041   $ 64,864   
                 

TOTAL INVESTMENTS IN CONTROLLED PORTFOLIO COMPANIES

      $ 342,115   $ 141,421   
                 

TOTAL INVESTMENTS—178.1%(9)

      $ 3,424,479   $ 2,486,891   
                 

LIABILITIES IN EXCESS OF OTHER ASSETS—(78.1%)

          (1,090,753
             

NET ASSETS—100.0%

        $ 1,396,138   
             

 

(1)   Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2).
(2)   Includes floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the LIBOR (London Inter-bank Offered Rate), EURIBOR (Euro Inter-bank Offered Rate), GBP LIBOR (London Inter-bank Offered Rate for British Pounds), or the prime rate. At March 31, 2009, the range of interest rates on floating rate bank debt was 4.92% to 9.16%.
(3)   Position is held across five US Dollar-denominated tranches with varying yields.
(4)   Position is held across three Euro-denominated tranches with varying yields.
(5)   Denominated in Euro (€).
(6)   The Company is the sole Limited Partner in GS Prysmian Co-Invest L.P.
(7)   Denominated in Canadian dollars.
(8)   See Note 6.
(9)   Aggregate gross unrealized appreciation for federal income tax purposes is $72,338; aggregate gross unrealized depreciation for federal income tax purposes is $1,016,662. Net unrealized depreciation is $944,324 based on a tax cost of $3,431,215.
 ¨   These securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.
*   Denominated in USD unless otherwise noted.
**   Non-income producing security
***   Non-accrual status (see note 2m)
  Denote securities where the Company owns multiple tranches of the same broad asset type but whose security characteristics differ. Such differences may include level of subordination, call protection and pricing, differing interest rate characteristics, among other factors. Such factors are usually considered in the determination of fair values.
  With the adoption of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, the Company has reclassified the Schedule of Investments dated March 31, 2009 to conform to the current period’s presentation.

See notes to financial statements.

 

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Table of Contents

Apollo Investment Corporation

Schedule of Investments (continued)

 

Industry Classification

   Percentage of Total
Investments
(at fair value)
as of March 31, 2009
 

Education

   7.9

Healthcare

   7.4

Financial Services

   6.3

Diversified Service

   6.0

Insurance

   5.7

Oil & Gas

   5.0

Consumer Products

   4.2

Transportation

   4.0

Retail

   3.9

Industrial

   3.6

Leisure Equipment

   3.5

Hotels, Motels, Inns and Gaming

   3.4

Business Services

   3.4

Manufacturing

   3.2

Asset Management

   3.1

Packaging

   2.9

Environmental

   2.7

Telecommunications

   2.5

Consumer Finance

   2.5

Consumer Services

   2.4

Grocery

   2.3

Electronics

   1.9

Beverage, Food, & Tobacco

   1.7

Machinery

   1.6

Market Research

   1.5

Consulting Services

   1.1

Building Products

   1.0

Media

   1.0

Publishing

   0.9

Chemicals

   0.9

Broadcasting & Entertainment

   0.8

Distribution

   0.6

Direct Marketing

   0.6

Agriculture

   0.5

Rental Equipment

   0.0
      

Total Investments

   100.0
      

See notes to financial statements.

 

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Table of Contents

Apollo Investment Corporation

Notes To Financial Statements (unaudited)

(in thousands except share and per share amounts)

Note 1. Organization

Apollo Investment Corporation, a Maryland corporation organized on February 2, 2004, is a closed-end, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940. In addition, for tax purposes we have elected to be treated as a regulated investment company (“RIC”), under the Internal Revenue Code of 1986, as amended. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in middle-market companies in the form of mezzanine and senior secured loans, each of which may include an equity component, and, to a lesser extent, by making equity investments in such companies.

Apollo Investment commenced operations on April 8, 2004 receiving net proceeds of $870,000 from its initial public offering selling 62 million shares of common stock at a price of $15.00 per share.

Note 2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

Interim financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 or 10 of Regulation S-X, as appropriate. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

Certain amounts were reclassified on the balance sheet for the year ended March 31, 2009 to conform to the current period’s presentation. Dividends receivable totaling $40,993 was reclassified into Investments (at value) as of March 31, 2009.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles,” which has become the source of authoritative U.S. GAAP recognized by the FASB to be applied to nongovernmental entities. This supersedes non-SEC accounting and reporting standards and was effective for financial statements issued for interim and annual periods ending after September 15, 2009. This adoption by the Company changed the Company’s references to U.S. GAAP accounting standards but did not impact the Company’s results of operations or financial position.

The significant accounting policies consistently followed by Apollo Investment are:

(a) Security transactions are accounted for on the trade date;

(b) Under procedures established by our Board of Directors, we value investments, including certain subordinated debt, senior secured debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we

 

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Apollo Investment Corporation

Notes To Financial Statements (unaudited) (continued)

(in thousands except share and per share amounts)

 

typically utilize independent third party valuation firms to assist us in determining fair value. Investments maturing in 60 days or less are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. Debt and equity securities that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our Board of Directors. Such determination of fair values may involve subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process each quarter, as described below:

(1) our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our investment adviser responsible for the portfolio investment;

(2) preliminary valuation conclusions are then documented and discussed with senior management of our investment adviser;

(3) independent valuation firms engaged by our board of directors conduct independent appraisals and review our investment adviser’s preliminary valuations and make their own independent assessment;

(4) the audit committee of the board of directors reviews the preliminary valuation of our investment adviser and that of the independent valuation firm and responds to the valuation recommendation of the independent valuation firm to reflect any comments; and

(5) the board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of our investment adviser, the respective independent valuation firm and the audit committee.

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered in the valuation process of independent valuation firms. For the fiscal quarter ended December 31, 2009, there has been no change to the Company’s valuation techniques and related inputs considered in the valuation process.

In September 2006, the Financial Accounting Standards Board issued guidance related to Fair Value Measurements. This guidance defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. This guidance was effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. We adopted this guidance for our first fiscal quarter ended June 30, 2008.

 

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Apollo Investment Corporation

Notes To Financial Statements (unaudited) (continued)

(in thousands except share and per share amounts)

 

Accounting Standards Codification (“ASC”) 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

On October 10, 2008, revised guidance was issued which provides examples of how to determine fair value in a market that is not active. It did not change the fair value measurement principles set forth in ASC 820. Furthermore, on April 9, 2009, the FASB issued additional revised guidance which provides information on estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. It also includes guidance on identifying circumstances that indicate a transaction is not orderly. According to this guidance in the above circumstances, more analysis and significant adjustments to transaction or quoted prices may be necessary to estimate fair value. In addition, it requires disclosure of any changes in valuation techniques and related inputs resulting from the application. The total effect of the change in valuation techniques and related inputs must also be disclosed by major asset category. This revised guidance was effective for periods ending after June 15, 2009. The adoption did not have a material effect on the Company’s financial position or results of operations. Accounting Standards Update No. 2010-06, Improving Disclosure about Fair Value Measurements was released in January 2010 and is effective for periods beginning after December 15, 2009. This update improves financial statement disclosure around transfers in and out of level 1 and 2 fair value measurements, around valuation techniques and inputs and around other related disclosures. Transfers between levels, if any, are recognized at the end of the reporting period. See certain additional disclosures in Note 6.

(c) Gains or losses on the sale of investments are calculated by using the specific identification method.

(d) The Company records interest and dividend income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Some of our loans and other investments, including certain preferred equity investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents contractual interest or dividends accrued and is added to the cost of the investment on the respective capitalization dates and generally becomes due at maturity. Loan origination fees, original issue discount, and market discounts are capitalized and we amortize such amounts into income. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record prepayment premiums on loans and other investments as interest income when we receive such amounts. Structuring fees are recorded as other income when earned.

(e) The Company intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it of substantially all Federal income taxes. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. The Company will accrue excise tax on estimated excess taxable income as required.

 

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Apollo Investment Corporation

Notes To Financial Statements (unaudited) (continued)

(in thousands except share and per share amounts)

 

(f) Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified among the Company’s capital accounts, as appropriate. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America.

(g) Dividends and distributions to common stockholders are recorded as of the record date. The amount to be paid out as a dividend is determined by the Board of Directors each quarter. Net realized capital gains, if any, are distributed or deemed distributed at least annually.

(h) In accordance with Regulation S-X and the AICPA Audit and Accounting Guide for Investment Companies and ASC 810—Consolidation, the Company does not consolidate its interest in any company other than in investment company subsidiaries and controlled operating companies substantially all of whose business consists of providing services to the Company. Consequently, the Company does not consolidate special purpose entities through which it holds investments subject to financing with third parties. At December 31, 2009, there were no such investment company subsidiaries and controlled operating companies substantially all of whose business consists of providing services to the Company. Also see note 6.

(i) The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. The Company’s investments in foreign securities may involve certain risks such as foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.

(j) The Company may enter into forward exchange contracts in order to hedge against foreign currency risk. These contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when contracts are settled.

(k) The Company records origination expenses related to its multi-currency revolving credit facility as prepaid assets. These expenses are deferred and amortized using the straight-line method over the stated life of the facility.

(l) The Company records expenses related to shelf filings and other applicable offering costs as prepaid assets. These expenses are charged as a reduction of capital upon utilization, in accordance with the AICPA Audit and Accounting Guide for Investment Companies.

(m) Loans and other investments, including certain preferred equity investments are generally placed on non-accrual status when principal or interest/dividend payments are past due 30 days or more and/or when there is reasonable doubt that principal or interest will be collected. Accrued, uncapitalized interest or dividends is generally reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual designated investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and/or in management’s judgment, are likely to remain current. To the extent PIK interest or dividends are not expected to be realized, a reserve will be established as required by the AICPA Audit and Accounting Guide for Investment Companies.

 

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Apollo Investment Corporation

Notes To Financial Statements (unaudited) (continued)

(in thousands except share and per share amounts)

 

(n) In May 2009, the FASB issued new guidance which sets forth principles and requirements for subsequent events, specifically (1) the period during which management should evaluate events or transactions that may occur for potential recognition and disclosure, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date, and (3) the disclosures that an entity should make about events and transactions occurring after the balance sheet date. This guidance is effective for interim reporting periods ending after June 15, 2009. The Company has adopted this guidance, which did not have a material impact on its financial statements. See note 14.

Note 3. Agreements

Apollo Investment has an Investment Advisory and Management Agreement with Apollo Investment Management L.P. (the “Investment Adviser” or “AIM”), under which the Investment Adviser, subject to the overall supervision of Apollo Investment’s Board of Directors, will manage the day-to-day operations of, and provide investment advisory services to, Apollo Investment. For providing these services, the Investment Adviser receives a fee from Apollo Investment, consisting of two components—a base management fee and an incentive fee. The base management fee is determined by taking the average value of Apollo Investment’s gross assets at the end of the two most recently completed calendar quarters calculated at an annual rate of 2.00%. The incentive fee has two parts, as follows: one part is calculated and payable quarterly in arrears based on Apollo Investment’s pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies accrued during the calendar quarter, minus Apollo Investment’s operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income does not include any realized capital gains computed net of all realized capital losses and unrealized capital depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of Apollo Investment’s net assets at the end of the immediately preceding calendar quarter, is compared to the rate of 1.75% per quarter (7% annualized). Our net investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to calculate the 2% base management fee. Apollo Investment pays the Investment Adviser an incentive fee with respect to Apollo Investment’s pre-incentive fee net investment income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which Apollo Investment’s pre-incentive fee net investment income does not exceed 1.75%, which we commonly refer to as the performance threshold; (2) 100% of Apollo Investment’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds 1.75% but does not exceed 2.1875% in any calendar quarter; and (3) 20% of the amount of Apollo Investment’s pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter. These calculations are appropriately pro rated for any period of less than three months. The effect of the fee calculation described above is that if pre-incentive fee net investment income is equal to or exceeds 2.1875%, the Investment Adviser will receive a fee of 20% of Apollo Investment’s pre-incentive fee net investment income for the quarter.

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory and Management Agreement, as of the termination date) and will equal 20% of Apollo Investment’s cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment basis at the end of each calendar year) and all capital gains upon which prior performance-based capital gains incentive fee payments were previously made to the Investment Adviser.

 

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Apollo Investment Corporation

Notes To Financial Statements (unaudited) (continued)

(in thousands except share and per share amounts)

 

For the three and nine months ended December 31, 2009, the Company accrued $13,903 and $39,839, respectively, in base investment advisory and management fees and $12,539 and $37,719, respectively, in performance-based incentive fees. For the three and nine months ended December 31, 2008, the Company accrued $14,681 and $47,057, respectively, in base investment advisory and management fees and $13,197 and $38,898, respectively, in performance-based incentive fees.

Apollo Investment has also entered into an Administration Agreement with Apollo Investment Administration, LLC (the “Administrator”) under which the Administrator provides administrative services for Apollo Investment. For providing these services, facilities and personnel, Apollo Investment reimburses the Administrator for Apollo Investment’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and Apollo Investment’s allocable portion of its chief financial officer and chief compliance officer and their respective staffs. The Administrator will also provide, on Apollo Investment’s behalf, managerial assistance to those portfolio companies to which Apollo Investment is required to provide such assistance.

For the three and nine months ended December 31, 2009, the Administrator was reimbursed $0 and $2,217, respectively, from Apollo Investment on the $1,260 and $3,767, respectively, of expenses accrued under the Administration Agreement. As of December 31, 2008, for the three and nine months ended December 31, 2008, the Administrator was reimbursed $479 and $3,202 respectively, from Apollo Investment on the $794 and $3,517, respectively, of expenses accrued under the Administration Agreement.

On December 21, 2009, Apollo Investment amended its Amended and Restated Senior Secured Revolving Credit Agreement dated March 31, 2006 (the “Facility”), among Apollo Investment, the lenders party thereto and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent for the lenders. The amendment extended the maturity date of certain lenders’ commitments totaling $1,178,750 until April 12, 2013, with the pricing reset to 300 basis points over LIBOR. Non-extended lenders whose commitments will expire on April 13, 2011 totaled $380,000. Pricing with respect to the non-extended commitments remains at 100 basis points over LIBOR. The Facility also permits Apollo Investment to seek additional commitments from new and existing lenders in the future, up to an aggregate amount not to exceed $2,000,000. The Facility is used to supplement Apollo’s equity capital to make additional portfolio investments and for general corporate purposes. From time to time, certain of the lenders provide customary commercial and investment banking services to affiliates of Apollo Investment. JPMorgan also serves as custodian and fund accounting agent for Apollo Investment.

Note 4. Net Asset Value Per Share

At December 31, 2009, the Company’s total net assets and net asset value per share were $1,826,698 and $10.40, respectively. This compares to total net assets and net asset value per share at March 31, 2009 of $1,396,138 and $9.82, respectively.

 

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Table of Contents

Apollo Investment Corporation

Notes To Financial Statements (unaudited) (continued)

(in thousands except share and per share amounts)

 

Note 5. Earnings (Loss) Per Share

The following information sets forth the computation of basic and diluted earnings (loss) per share for the three and nine months ended December 31, 2009 and December 31, 2008, respectively:

 

     Three months ended
December 31,
    Six months ended
December 31,
 
     2009    2008     2009    2008  

Numerator for increase (decrease) in net assets per share:

   $ 79,523    $ (475,543   $ 273,154    $ (641,655

Denominator for basic and diluted weighted average shares:

     166,343,539      142,221,335        153,862,926      138,567,744   

Basic and diluted earnings (loss) per share:

   $ 0.48    $ (3.34   $ 1.78    $ (4.63

Note 6. Investments

AIC Credit Opportunity Fund LLC—We own all of the common member interests in AIC Credit Opportunity Fund LLC (“AIC Holdco”), which was formed for the purpose of holding various financed investments. Effective in June 2008 and through AIC Holdco, we invested $39,500 in a special purpose entity wholly owned by AIC Holdco, AIC (FDC) Holdings LLC (“Apollo FDC”), which was used to purchase a Junior Profit-Participating Note due 2013 in principal amount of $39,500 (the “Junior Note”) from Apollo I Trust (the “Trust”). The Trust also issued a Senior Floating Rate Note due 2013 (the “Senior Note”) to an unaffiliated third party (“FDC Counterparty”) in principal amount of $39,500 paying interest at LIBOR plus 1.50%, increasing over time to LIBOR plus 2.0%. The Trust used the aggregate $79,000 proceeds to acquire $100,000 face value of a senior subordinated loan of First Data Corporation (the “FDC Reference Obligation”) due 2016 and paying interest at 11.25% per year. The Junior Note generally entitles Apollo FDC to the net interest and other proceeds due under the FDC Reference Obligation after payment of interest due under the Senior Notes, as described above. In addition, Apollo FDC is subject to 100% of any realized appreciation or depreciation in the FDC Reference Obligation. However, since the Senior Note is a non-recourse obligation, Apollo FDC is only exposed up to the amount of equity used by AIC Holdco to fund the purchase of the Junior Note plus any additional margin Apollo decides to post, if any, during the term of the financing.

Through AIC Holdco, effective in June 2008, we invested $11,375 in a special purpose entity wholly owned by AIC Holdco, AIC (TXU) Holdings LLC (“Apollo TXU”), which acquired exposure to $50,000 notional amount of a LIBOR plus 3.5% senior secured delayed draw term loan of Texas Competitive Electric Holdings (“TXU”) due 2014 through a non-recourse total return swap with an unaffiliated third party expiring on October 10, 2013 and pursuant to which Apollo TXU pays interest at LIBOR plus 1.5% and generally receives all proceeds due under the delayed draw term loan of TXU (the “TXU Reference Obligation”). Like Apollo FDC, Apollo TXU is entitled to 100% of any realized appreciation in the TXU Reference Obligation and, since the total return swap is a non-recourse obligation, Apollo TXU is exposed up to the amount of equity used by AIC Holdco to fund the investment in the total return swap, plus any additional margin we decide to post, if any, during the term of the financing.

Through AIC Holdco, effective in September 2008, we invested $10,022 equivalent, in a special purpose entity wholly owned by AIC Holdco, AIC (Boots) Holdings, LLC (“Apollo Boots”), which acquired €23,383 and £12,465 principal amount of senior term loans of AB Acquisitions Topco 2 Limited, a holding company for the Alliance Boots group of companies (the “Boots Reference Obligations”), out of the proceeds of our investment and a multicurrency $40,876 equivalent non-recourse loan to Apollo Boots (the “Acquisition Loan”) by an unaffiliated third party that matures in September 2013 and pays interest at LIBOR plus 1.25% or, in certain

 

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Table of Contents

Apollo Investment Corporation

Notes To Financial Statements (unaudited) (continued)

(in thousands except share and per share amounts)

 

cases, the higher of the Federal Funds Rate plus 0.50% or the lender’s prime-rate. The Boots Reference Obligations pay interest at the rate of LIBOR plus 3% per year and mature in June 2015.

Pursuant to applicable investment company accounting, we do not consolidate AIC Holdco or its wholly owned subsidiaries and accordingly only the value of our investment in AIC Holdco is included on our balance sheet. The Senior Note, total return swap and Acquisition Loan are non-recourse to AIC Holdco, its subsidiaries and us and have standard events of default including failure to pay contractual amounts when due and failure by each of the underlying Apollo Investment special purpose entities to provide additional credit support, sell assets or prepay a portion of its obligations if the value of the FDC Reference Obligation, the TXU Reference Obligation or the Boots Reference Obligation, as applicable, declines below specified levels. We may unwind any of these transactions at any time without penalty. From time to time Apollo Investment may provide additional capital to AIC Holdco for purposes of funding margin calls under one or more of the transactions described above among other reasons. During the fiscal year ended March 31, 2009, we provided $18,480 in additional capital to AIC Holdco. During the nine months ended December 31, 2009, $7,812 of net capital was returned to us from AIC Holdco.

Investments consisted of the following as of December 31, 2009 and March 31, 2009.

 

     December 31, 2009    March 31, 2009‡
     Cost    Fair Value    Cost    Fair Value

Bank Debt/Senior Secured Loans

   $ 914,238    $ 805,369    $ 829,473    $ 655,610

Subordinated Debt/Corporate Notes

     1,811,024      1,602,498      1,964,197      1,417,070

Collateralized Loan Obligations

     25,060      24,489      23,722      18,978

Preferred Equity

     180,812      87,342      166,551      132,526

Common Equity/Interests

     427,437      295,676      438,270      258,153

Warrants

     2,099      6,801      2,266      4,554

Cash Equivalents

     499,934      499,934      —        —  
                           

Totals

   $ 3,860,604    $ 3,322,109    $ 3,424,479    $ 2,486,891
                           

 

  Pursuant to fair value measurement and disclosure guidance, the Company has reclassified the above investment categories as of March 31, 2009 to conform to the current period’s presentation.

At December 31, 2009, our investments and cash equivalents were categorized as follows in the fair value hierarchy for ASC 820 purposes:

 

     Fair Value Measurement at Reporting Date Using:

Description

   December 31,
2009
   Quoted Prices in
Active Markets for
Identical Assets

(Level 1)
   Significant Other
Observable  Inputs

(Level 2)
   Significant
Unobservable
Inputs

(Level 3)

Bank Debt/Senior Secured Loans

   $ 805,369    $ —      $ —      $ 805,369

Subordinated Debt/Corporate Notes

     1,602,498      —        —        1,602,498

Collateralized Loan Obligations

     24,489      —        —        24,489

Preferred Equity

     87,342      —        —        87,342

Common Equity/Interests

     295,676      —        —        295,676

Warrants

     6,801      —        —        6,801
                           

Total Investments

   $ 2,822,175    $ —      $ —      $ 2,822,175

Cash Equivalents

     499,934      499,934      —        —  
                           

Total Investments and Cash Equivalents

   $ 3,322,109    $ 499,934    $ —      $ 2,822,175
                           

 

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Table of Contents

Apollo Investment Corporation

Notes To Financial Statements (unaudited) (continued)

(in thousands except share and per share amounts)

 

At March 31, 2009, our investments and cash equivalents were categorized as follows in the fair value hierarchy for ASC 820 purposes:

 

     Fair Value Measurement at Reporting Date Using:

Description

   March 31,
2009‡
   Quoted Prices in
Active Markets for
Identical Assets

(Level 1)
   Significant Other
Observable  Inputs

(Level 2)
   Significant
Unobservable
Inputs

(Level 3)

Corporate Debt

   $ 2,072,680    $ —      $ —      $ 2,072,680

Equity

     262,707      —        —        262,707

Preferred Equity

     132,526      —        —        132,526

Collateralized Loan Obligations

     18,978      —        —        18,978
                           

Total Investments

   $ 2,486,891    $ —      $ —      $ 2,486,891

Cash Equivalents

     —        —        —        —  
                           

Total Investments and Cash Equivalents

   $ 2,486,891    $ —      $ —      $ 2,486,891
                           

 

  Pursuant to fair value measurement and disclosure guidance, the Company has reclassified the above investment categories as of March 31, 2009 to conform to the current period’s presentation.

 

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Table of Contents

Apollo Investment Corporation

Notes To Financial Statements (unaudited) (continued)

(in thousands except share and per share amounts)

 

The following chart shows the components of change in our investments categorized as Level 3, for the nine months ended December 31, 2009.

 

    Fair Value Measurements Using Significant Unobservable Inputs (Level 3)*  
    Bank Debt/
Senior Secured
Loans
    Subordinated
Debt/Corporate
Notes
    Collateralized
Loan
Obligations
    Preferred
Equity
    Common
Equity/Interests
    Warrants     Total  

Beginning Balance, March 31, 2009

  $ 655,610      $ 1,417,070      $ 18,978      $ 132,526      $ 258,153      $ 4,554      $ 2,486,891   

Total realized gains or losses included in earnings

    (15,189     (255,347     5        (1,941     23,225        26        (249,221

Total unrealized gains or losses included in earnings

    64,992        338,523        4,173        (59,445     48,357        2,413        399,013   

Purchases, including capitalized PIK(1)

    122,811        241,742        1,387        17,202        22,406        8        405,556   

Sales

    (22,855     (139,490     (54     (1,000     (56,465     (200     (220,064

Transfer in and/or out of Level 3(2)

    —          —          —          —          —          —          —     
                                                       

Ending Balance, December 31, 2009

  $ 805,369      $ 1,602,498      $ 24,489      $ 87,342      $ 295,676      $ 6,801      $ 2,822,175   
                                                       

The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement of Operations

  $ 51,234      $ 103,795      $ 4,173      $ (59,445   $ 32,697      $ 2,239      $ 134,693   
                                                       

 

(1)   Includes amortization of discount on debt securities of approximately $1,253, $15,613, $292, $166, $0, $0 and $17,324, respectively.
(2)   There were also no transfers into or out of Level 1 or Level 2 fair value measurements during the period shown.
*   Pursuant to fair value measurement and disclosure guidance, the Company currently categories investments by class as shown above.
  With the adoption of fair value measurement and disclosure guidance, the Company has reclassified the beginning balance, March 31, 2009, to conform to the current period’s presentation.

 

F-28


Table of Contents

Apollo Investment Corporation

Notes To Financial Statements (unaudited) (continued)

(in thousands except share and per share amounts)

 

The following chart shows the components of change in our investments categorized as Level 3, for the nine months ended December 31, 2008.

 

     Fair Value Measurements
Using Significant

Unobservable Inputs
(Level 3)
 

Beginning Balance, March 31, 2008

   $ 3,233,548   

Total realized gains or losses included in earnings

     (103,280

Total unrealized gains or losses included in earnings

     (778,900

Purchases, including capitalized PIK(1)

     440,408   

Sales

     (255,155

Transfer in and/or out of Level 3

     —     
        

Ending Balance, December 31, 2008

   $ 2,536,621   
        

The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains or losses on investments in our Statement of Operations.

   $ (837,177
        

 

(1)   Includes amortization of discount on debt securities of approximately $24,752.

Note 7. Foreign Currency Transactions and Translations

At December 31, 2009, the Company had outstanding non-US borrowings on its multicurrency revolving credit facility denominated in euros, pounds sterling, and Canadian dollars. Unrealized appreciation or depreciation on these outstanding borrowings is indicated in the table below:

 

Foreign Currency

   Local
Currency
   Original
Borrowing
Cost
   Current
Value
   Reset Date    Unrealized
Appreciation
(Depreciation)
 

British Pound

   £ 2,000    $ 3,565    $ 3,230    01/13/2010    $ 335   

Euro