Exhibit (a)(1)(iii)
Letter of Transmittal
Regarding Shares in Apollo Debt Solutions BDC
Tendered Pursuant to the Offer to Purchase
Dated August 16, 2023
The Offer and withdrawal rights will expire on September 14, 2023
and this Letter of Transmittal must be received by
the Fund’s Transfer Agent, either by mail or by fax, by 11:59 p.m.,
Eastern Time, on September 14, 2023, unless the Offer is extended
Complete this Letter of Transmittal and follow the Transmittal
Instructions included herein
Ladies and Gentlemen:
The undersigned hereby tenders to Apollo Debt Solutions BDC, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”) and is organized as a Delaware statutory trust (the “Fund”), the shares of beneficial interest in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated August 16, 2023 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the “Offer”). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.
As set forth in Fund’s prospectus dated May 8, 2023, as amended and/or supplemented from time to time (the “Prospectus”), there is a limit (the “Fee Cap”) on the aggregate amount of total upfront selling commissions, intermediary manager fees and shareholder servicing and/or distribution fees (the “Fees”) which can be charged to you while you hold Class S Shares and Class D Shares of the Fund. The Fee Cap is a percentage of the aggregate NAV for all of the outstanding shares of each such class as described in the Prospectus. Once the Fee Cap has been met, you will no longer be charged the Fees, and your Class S Shares or Class D Shares, as applicable, will convert into Class I Shares without any action required on your part. Please see the section “Description of Our Shares” and “Plan of Distribution” in the Prospectus for additional details. By signing below, you acknowledge and agree that you are aware of the Fee Cap and that you have taken the Fee Cap into consideration in determining whether to request a repurchase of some or all of your interests in the Fund.
The undersigned hereby sells to the Fund the shares of beneficial interest in the Fund or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to sell the shares of beneficial interest in the Fund or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the beneficial shares of interest in the Fund or portions thereof tendered hereby.
A non-transferable, non-interest bearing promissory note for the purchase price will be issued to the undersigned if the Fund accepts for purchase the shares tendered hereby. The undersigned acknowledges that DST Systems
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