Conversion or Exchange Rights
The prospectus supplement will describe the terms, if any, on which a series of debt securities may be convertible into or exchangeable for securities described in this prospectus. These terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. These provisions may allow or require the number of shares of our Class A common shares or other securities to be received by the holders of such series of debt securities to be adjusted.
DESCRIPTION OF SHARE CAPITAL
General
The following description of our share capital, memorandum of association andbye-laws is intended as a summary only and is qualified in its entirety by reference to our memorandum of association andbye-laws, which have been filed as exhibits to our SEC filings incorporated by reference herein, to applicable Bermuda law and to the listing rules of the NYSE.
Authorized and Outstanding Share Capital
As of December 15, 2017, our authorized share capital consisted of 425,000,000 Class A common shares, par value $0.001 per Class A common share, of which 142,347,674 Class A common shares are outstanding and held of record by 546 shareholders, 325,000,000 Class B common shares, par value $0.001 per Class B common share, of which 47,488,163 Class B common shares are outstanding and held of record by 13 shareholders, 7,109,560Class M-1 common shares, of which 3,388,890Class M-1 common shares are outstanding and held of record by 4 shareholders, 5,000,000Class M-2 common shares, of which 851,103Class M-2 common shares are outstanding and held of record by 2 shareholders, 7,500,000Class M-3 common shares, of which 1,092,000Class M-3 common shares are outstanding and held of record by 4 shareholders, and 7,500,000Class M-4 common shares, of which 4,718,172Class M-4 common shares are outstanding and held of record by 121 shareholders. Our authorized share capital also consists of 150,000,000 undesignated shares, of which none are outstanding.
Common Shares
General
Pursuant to ourbye-laws, subject to the applicable listing rules of the NYSE and to any resolution of the shareholders to the contrary, our board of directors is authorized to issue any of our authorized but unissued common shares. Our common shares have nopre-emptive rights or other rights to subscribe for additional shares, and no rights of redemption, conversion or exchange.
Our common shares currently consist of Class A common shares, Class B common shares and Class M common shares. Class A and Class B common shares are voting common shares and Class M common shares representnon-voting incentive compensation shares which, upon the satisfaction of certain conditions, may be converted into Class A common shares. The Class M common shares have been issued to our employees and employees of AAM.
While our two voting share classes are economically equivalent—the dollar value of one Class A common share is equivalent to the dollar value of one Class B common share—they differ in terms of voting power. The Class A common shares currently account for 55% of the aggregate voting power of our equity securities, subject to adjustment as described under “—Voting Rights—Class A Common Shares Voting Restrictions of Class A Common Shares” below. The voting Class A common shares are currently owned by persons that are not members of the Apollo Group, including certain members of our management. The Class B common shares
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