Apollo Global Management LLC : Form DEF 14C

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

• Preliminary Information Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

• Definitive Information Statement

APOLLO GLOBAL MANAGEMENT, LLC

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
• 1. Title of each class of securities to which transaction applies:
  2. Aggregate number of securities to which transaction applies:
  3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  4. Proposed maximum aggregate value of transaction:
  5. Total fee paid:
• Fee paid previously with preliminary materials.
• Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
• 1. Amount previously paid:
  2. Form, Schedule or Registration Statement No.:
  3. Filing Party:
  4. Date Filed:

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Schedule 14C Information Statement

(Pursuant to Regulation 14C of the Securities Exchange Act of 1934 as amended)

APOLLO GLOBAL MANAGEMENT, LLC

9 West 57th Street, 43rd Floor

New York, New York 10019

[phone]

NOTICE OF ACTIONS TAKEN BY WRITTEN CONSENT OF THE HOLDERS OF THE MAJORITY VOTING POWER OF THE

COMPANY'S COMMON SHARES

To the shareholders of Apollo Global Management, LLC:

Apollo Global Management, LLC (the "Company") is writing to advise you that on June 20, 2019, BRH Holdings GP, Ltd., the holder of the Company's single Class B common share representing limited liability company interests of the Company (the "Class B Share"), which represented 52.2% of the total voting power of the Company's Class B Share and the Class A common shares representing limited liability company interests of the Company (the "Class A Shares" and, together with the Class B Share, the "Common Shares") entitled to vote on June 10, 2019 (the "Record Date"), approved by written consent (the "Written Consent") in lieu of a shareholders' meeting the proposals to:

1. amend, restate and rename (as the Apollo Global Management, LLC 2019 Omnibus Equity Incentive Plan) the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (the "Equity Plan" and, as amended, the "Amended Equity Plan") to (i) extend the term of the Equity Plan for ten years from the effective date of the Approved Actions (which is 20 calendar days following the mailing of this Information Statement to the holders of the Company's Common Shares) and (ii) provide for the adjustment of the number of Class A Shares reserved and available for issuance under the Amended Equity Plan based on the number of the Class A Shares granted under the EPV Equity Plan (as defined below); and
2. adopt the Apollo Global Management, LLC 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles (the "EPV Equity Plan") (the actions described in (a) and (b), the "Approved Actions").

A copy of the Amended Equity Plan is attached hereto as Appendix A. A copy of the EPV Equity Plan is attached hereto as Appendix B.

This Information Statement being provided is dated July 2, 2019 and is first being mailed on or about July 2, 2019, to the holders of record of the Company's Common Shares, as of the close on business on the Record Date, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

The Written Consent constitutes the consent of a majority of the total number of votes entitled to vote on the Approved Actions, and is sufficient under the Company's Third Amended and Restated Limited Liability Company Agreement dated March 19, 2018 (the "LLCA") and Section 18-404 of the Delaware Limited Liability Company Act, to approve each of the Approved Actions. Accordingly, because the Approved Actions have been approved pursuant to the Written Consent, no shareholder consents are being solicited in connection with this Information Statement. The Approved Actions will become effective on July 22, 2019 which is the twentieth calendar day following the mailing of this Information Statement to the holders of the Company's Common Shares.

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This is not a notice of a meeting of shareholders and no shareholders meeting will be held to consider the matters described herein. This Information Statement is being furnished to you solely for the purpose of informing shareholders of the matters described herein pursuant to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C.

By Order of AGM Management, LLC, the Company's manager,

/s/ John J. Suydam

Name: John J. Suydam

Title: Vice President and Secretary

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APOLLO GLOBAL MANAGEMENT, LLC

9 West 57th Street, 43rd Floor

New York, New York 10019

1. 515-3200
   INFORMATION STATEMENT

THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE BEEN APPROVED BY THE MAJORITY OF THE VOTES ENTITLED TO BE CAST. THE COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOTTO SEND US A PROXY. THIS IS NOT A NOTICE OF A MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

About this Information Statement - Summary of Actions

This Information Statement is being furnished by Apollo Global Management, LLC, a Delaware limited liability company ("we," "us," "our" or the "Company"), in connection with the written consent (the "Written Consent") of BRH Holdings GP, Ltd., the holder of the Company's single Class B common share representing limited liability company interests of the Company (the "Class B Share"), which represented 52.2% of the total voting power of the Company's Class B Share and the Class A common shares representing limited liability company interests of the Company (the "Class A Shares" and, together with the Class B Share, the "Common Shares") entitled to vote as of June 10, 2019 (the "Record Date"), approving:

1. the amendment, restatement and renaming (as the Apollo Global Management, LLC 2019 Omnibus Equity Incentive Plan) of the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (the "Equity Plan," and, as amended, the "Amended Equity Plan") to (i) extend the term of the Equity Plan for ten years from the effective date of the Approved Actions (which is 20 calendar days following the mailing of this Information Statement to the holders of the Company's Common Shares) and (ii) provide for the adjustment of the number of Class A Shares reserved and available for issuance under the Amended Equity Plan based on the number of the Class A Shares granted under the EPV Equity Plan (as defined below); and
2. the adoption of the Apollo Global Management, LLC 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles (the "EPV Equity Plan") (the actions described in (a) and (b), the "Approved Actions").

A copy of the Amended Equity Plan is attached hereto as Appendix A. A copy of the EPV Equity Plan is attached hereto as Appendix B.

Only holders of record of the Company's Common Shares (the "Shareholders") at the close of business on the Record Date are being given notice of these actions by the Written Consent. As of the Record Date, the Company had a single Class B Share and 200,436,104 Class A Shares issued and outstanding.

In accordance with the requirements of the Company's Third Amended and Restated Limited Liability Company Agreement dated March 19, 2018 (the "LLCA") and the Delaware Limited Liability Company Act (the "DLLCA"), on June 19, 2019, the Approved Actions were first proposed and approved by AGM Management, LLC, a Delaware limited liability company, the manager of the Company (the "Manager"). On June 20, 2019, the Approved Actions were subsequently authorized by written consent in lieu of a meeting of the Shareholders, executed by the holder of the Class B Share.

No action is required by you . This Information Statement is being furnished pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the purpose of informing the Shareholders who would otherwise have been entitled to vote or give an authorization, approval or consent in

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regard to the actions described above before they take effect. These actions have been approved by the holder of a majority of the combined voting power of the Company's Common Shares. The Company is not soliciting proxies .

The actions taken by BRH Holdings GP, Ltd. will not become effective until 20 days after the mailing of the definitive form of this Information Statement to the other Shareholders.

The Company is not aware of any substantial interest, direct or indirect, by Shareholders or otherwise, that is in opposition to the actions being taken.

The entire cost of furnishing this Information Statement will be borne by the Company.

The Company's principal executive offices are located at 9 West 57th Street, 43rd Floor, New York, New York 10019 and the Company's telephone number is [phone].

No Dissenters Rights

The proposed actions are not actions for which shareholders of a Delaware limited liability company have the right to dissent under the DLLCA.

Proposals by Security Holders

No Shareholder has requested that the Company include any additional proposals in this Information Statement or otherwise requested that any proposals be submitted to the Shareholders at an annual or special meeting.

Materials

The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Company's Common Shares held of record by them. Furthermore, only one Information Statement is being delivered to two or more Shareholders who share an address unless the Company has received contrary instruction from one or more of such Shareholders. The Company will promptly deliver, upon written or oral request, a separate copy of the Information Statement to a Shareholder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies of the Information Statement, or if in the future you would like to receive multiple copies of information statements or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct the Company by writing to the Company's corporate secretary at the Company's executive offices at the address specified above.

As noted above, the Company is not soliciting proxies.

This Information Statement is dated July 2, 2019 and is first being mailed to the Company's Shareholders on or about July 2, 2019.