Entry into Material Definitive Agreement.
On December 31, 2021, in connection with the restructuring
that occurred prior to the closing of the AAM Merger (as defined in
Item 2.01), Apollo Global Management, Inc. (f/k/a Tango Holdings,
Inc.) (“AGM”) and certain other persons entered into an Exchange
Implementation Agreement (the “Exchange Implementation Agreement”)
with certain holders of Apollo Operating Group (as defined in the
amended and restated certificate of incorporation of AGM) units
(“AOG Units”). Pursuant to the Exchange Implementation Agreement,
such holders of AOG Units exchanged a portion of such AOG Units for
AGM Shares (as defined in Item 2.01) concurrently with the
consummation of the Mergers (as defined in Item 2.01).
Additionally, under the Exchange Implementation Agreement, on
December 31, 2021, the remainder of the AOG Units held by such
holders were sold and transferred to APO Corp., a wholly-owned
consolidated subsidiary of Apollo Asset Management, Inc. (f/k/a
Apollo Global Management, Inc.) (“AAM”), in exchange for an amount
equal to $3.66 multiplied by the total number of AOG Units held by
such holders as of immediately prior to the restructuring. Such
amount is payable over a period of three years in equal quarterly
In connection with the entry into the Exchange Implementation
Agreement, the Seventh Amended and Restated Exchange Agreement,
dated as of July 29, 2020, by and among AAM, the Apollo
Principal Entities and the Apollo Principal Holders, as
subsequently amended, supplemented or waived, was terminated in its
entirety in accordance with its terms by the parties thereto.
The foregoing description of the Exchange Implementation Agreement
does not purport to be complete and is qualified in its entirety by
reference to the Exchange Implementation Agreement, which will be
filed with the next periodic report of AAM.
In connection with the closing of the Mergers, the Roll-Up Agreements, dated as of
July 13, 2007, among the various contributing partners and any
other parties thereto (whether originally or by joinder) and BRH
Holdings, L.P., AP Professional Holdings, L.P., APO Asset Co., LLC,
APO Corp., and AAM, each as amended, supplemented or restated,
including any amendments dated July 29, 2020, were amended to
remove all covenants and agreements contained therein other than
provisions relating to certain previously consummated roll-up transactions and the litigation
cooperation covenant and to add certain matters relating to AAM’s
tax receivable agreement (as so amended, the “Amended Roll-Up Agreements”).
Termination of a Material Definitive Agreement.
On January 1, 2022, in connection with the closing of the
Mergers, AGM entered into a Stockholders Agreement with Leon D.
Black, Marc J. Rowan, Joshua J. Harris (collectively, the
“Principals”) and certain affiliates of the Principals (the
“Stockholders Agreement”). In connection with the entry into the
Stockholders Agreement, the Amended and Restated Shareholders
Agreement, dated as of September 5, 2019, by and among AAM,
the Principals, certain affiliates of the Principals and certain
other persons party thereto, was terminated in its entirety in
accordance with its terms by the parties thereto.