This is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the prospectus. Apollo Debt Solutions BDC (the “Fund”) is a non-traded business development company that expects to invest at least 80% of its total assets in debt investments. This investment involves a high degree of risk. An investor should invest in the Fund only if the investor can afford the complete loss of an investment. Prospective investors should carefully consider the summary of risk factors and carefully read the Fund’s prospectus for additional risk factors in determining whether an investment in the Fund is suitable.
Summary of Risk Factors
The Fund is a non-traded BDC that expects to invest at least 80% of its total assets in debt investments. This investment involves a high degree of risk. An investor should invest in the Fund only if the investor can afford the complete loss of an investment. Prospective investors should carefully consider the following summary of risk factors and carefully read the Fund’s prospectus for additional risk factors in determining whether an investment in the Fund is suitable:
- Limited operating history: The Fund has a limited operating history and there is no assurance that it will achieve its investment objectives.
- Limited liquidity: Investors should not expect to be able to sell shares regardless of how the Fund performs. Investors should consider that they may not have access to the money they invest for an extended period of time. The Fund has implemented a share repurchase program, but only a limited number of shares will be eligible for repurchase and repurchases will be subject to available liquidity and other significant restrictions. An investment in the Fund is not suitable for an investor who needs access to the money invested.
- No secondary market: The Fund does not intend to list its shares on any securities exchange, and the Fund does not expect a secondary market in its shares to develop prior to any listing.
- Substantial fees: Investors will bear substantial fees and expenses in connection with an investment in the Fund.
- Volatile markets: Because an investor may be unable to sell its shares, an investor will be unable to reduce its exposure in any market downturn.
- No guarantee of distributions: The Fund cannot guarantee that it will make distributions, and if it does, the Fund may Fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and the Fund has no limits on the amounts it may pay from such sources. A return of capital (1) is a return of the original amount invested, (2) does not constitute earnings or profits and (3) will have the effect of reducing the basis such that when a shareholder sells its shares the sale may be subject to taxes even if the shares are sold for less than the original purchase price. Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the Fund’s Adviser or its affiliates, that may be subject to reimbursement to the Fund’s Adviser or its affiliates. The repayment of any amounts owed to such affiliates will reduce future distributions to which an investor would otherwise be entitled.
- Use of leverage: The Fund uses and continues to expect to use leverage, which will magnify the potential for loss on amounts invested in us.
- Emerging growth company: The Fund qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make an investment in the Fund less attractive to potential investors.
- Portfolio Companies: The Fund’s investments in prospective portfolio companies may be risky and there is no limit on the amount of any such investments in which the Fund may invest. The Fund could lose all or part of its investment in such portfolio companies.
- Below investment grade securities: The Fund invests in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This material must be read in conjunction with the Fund's prospectus in order to fully understand all the implications and risks of an investment in the Fund. This material is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the prospectus which can be obtained by visiting gwms.apollo.com/debtsolutionsBDC. Prior to making an investment, investors should read the prospectus, including the “Risk Factors” section therein, which contain the risks and uncertainties that we believe are material to our business, operating results.
Forward-Looking Statement Disclosure
Certain information contained in this document constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words, or the negatives thereof. These may include financial projections and estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, and statements regarding future performance. Such forward‐looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. Apollo believes these factors include but are not limited to those described under the section entitled “Risk Factors”, which will be further described in the fund’s prospectus when available, and any such updated factors included in the fund’s periodic filings with the Securities and Exchange Commission (the “SEC”), which will be accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the fund’s prospectus and other filings. Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Apollo Global Securities, LLC ("AGS") is a subsidiary of Apollo through which Apollo conducts its capital markets business and certain of its fund marketing and distribution, and is registered with the SEC and a member of FINRA. AGS is a broker-dealer whose purpose is to distribute Apollo managed or affiliated products. AGS provides services to its Apollo affiliates, not to investors in its funds, strategies or other products. AGS does not make any recommendation regarding, and will not monitor, any investment. As such, when AGS presents an investment strategy or product to an investor, AGS does not collect the information necessary to determine—and AGS does not engage in a determination regarding—whether an investment in the strategy or product is in the best interests of, or is suitable for, the investor. Investors should exercise their own judgment and/or consult with a professional advisor to determine whether it is advisable to invest in any Apollo strategy or product.
AGS and Griffin Capital Securities, LLC (“GCS”), Members of FINRA and SIPC, are subsidiaries of Apollo Global Management, Inc. AGS conducts Apollo’s capital markets business and certain of its fund marketing and distribution and GCS is a wholesale marketing agent for Apollo sponsored products.
