UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2014
Apollo Commercial Real Estate Finance, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-34452 | 27-0467113 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| c/o Apollo Global Management, LLC 9 West 57th Street, 43rd Floor New York, New York |
10019 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 515-3200
n/a
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On March 11, 2014, Apollo Commercial Real Estate Finance, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company, ACREFI Management, LLC, the Company’s external manager (the “Manager”), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. (the “Underwriters”). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth in the Underwriting Agreement, $125,000,000 principal amount of the Company’s 5.50% Convertible Senior Notes due 2019 (the “Notes”). In addition, the Company granted to the Underwriters a 30-day option to purchase up to an additional $18,750,000 principal amount of Notes.
The public offering, which closed on March 17, 2014, generated net proceeds of approximately $139.0 million, after deducting the underwriting discount and estimated offering expenses and including the Underwriters’ exercise in full of their option to purchase additional Notes. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The preceding description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 1.1 | Underwriting Agreement dated March 11, 2014, by and among the Company, the Manager, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the several Underwriters listed on Schedule 1 attached thereto | |
| 5.1 | Opinion of Clifford Chance US LLP | |
| 8.1 | Opinion of Clifford Chance US LLP | |
| 12.1 | Statements of Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends | |
| 23.1 | Consent of Clifford Chance US LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Clifford Chance US LLP (included in Exhibit 8.1) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Apollo Commercial Real Estate Finance, Inc. | ||
| By: | /s/ Stuart A. Rothstein | |
| Name: | Stuart A. Rothstein | |
| Title: | President and Chief Executive Officer | |
Date: March 17, 2014
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EXHIBIT INDEX
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated March 11, 2014, by and among the Company, the Manager, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the several Underwriters listed on Schedule 1 attached thereto | |
| 5.1 | Opinion of Clifford Chance US LLP | |
| 8.1 | Opinion of Clifford Chance US LLP | |
| 12.1 | Statements of Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends | |
| 23.1 | Consent of Clifford Chance US LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Clifford Chance US LLP (included in Exhibit 8.1) | |
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