As filed with the Securities and Exchange Commission on November 6, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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27-0467113
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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c/o Apollo Global Management, Inc.
9 West 57th Street, 43rd Floor
New York, New York 10019
(212) 515-3200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
John J. Suydam, Esq.
Vice President & Secretary
ACREFI Management, LLC
9
West 57th Street, 43rd Floor
New York, New York 10019
(212) 515-3200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Jay
L. Bernstein, Esq.
Andrew S. Epstein, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement as determined by market conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, $0.01 par value per share
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10,493,529(2)
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$16.87(3)
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$177,074,199(2)(3)
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$20,779.26(2)
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8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
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6,770,393(4)
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$24.71(4)
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$167,296,411(4)
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$19,389.66(4)
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(1)
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Including an indeterminate number of shares which may be issued by Apollo Commercial Real Estate Finance, Inc.
with respect to such shares by way of a stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration.
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(2)
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Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement covers a total of 10,493,529
shares that remain unsold as of the date hereof that were previously registered by Apollo Commercial Real Estate Finance, Inc. on (i) a registration statement on Form S-3 (File No. 333-214478) (the Prior Registration Statement) filed with the Securities and Exchange Commission on November 7, 2016, which registered 8,823,529 shares, for which a filing fee of $17,067.98 was
previously paid based on the fee rate then in effect, and (ii) a post-effective amendment to the Prior Registration Statement filed with the Securities and Exchange Commission on April 20, 2018, which registered an additional 1,670,000
shares, for which a filing fee of $3,711.28 was previously paid based on the fee rate then in effect. Pursuant to Rule 415(a)(6), the filing fees previously paid in connection with such shares will continue to be applied to such shares and the
offering of such shares under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
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(3)
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Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c)
under the Securities Act, based on the average of the high and low reported sale prices for the Apollo Commercial Real Estate Finance, Inc.s common stock as reported by the New York Stock Exchange of $17.85 on April 16, 2018 (with respect to
the additional 1,670,000 shares of common stock previously registered on April 20, 2018) and $16.69 on November 2, 2016 (with respect to the 8,823,529 shares of common stock previously registered on November 7, 2016).
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(4)
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Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement covers a total of 6,770,393
shares that remain unsold as of the date hereof that were previously registered by Apollo Commercial Real Estate Finance, Inc. on the Prior Registration Statement filed with the Securities and Exchange Commission on November 7, 2016, which
registered 8,000,000 shares, for which a filing fee of $22,911.12 was previously paid based on the fee rate then in effect. Pursuant to Rule 415(a)(6), the filing fee previously paid in connection with such shares will continue to be applied to such
shares and the offering of such shares under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. The proposed maximum offering price per share and the proposed maximum aggregate
offering price were estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(a) under the Securities Act based on the sale price per share at which the 8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock was previously issued in a private placement, as there was and is currently no public market price for the Series B Preferred Stock.
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