Explanatory Note
This Post-Effective Amendment No. 5 (the “Amendment”) to the Registration Statement on Form N-2, as amended (No. 333-278477 and 333-258155) of Apollo Debt Solutions BDC (the “Registrant”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 5 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 5 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 5 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C
Other Information
Item 25. Financial Statements And Exhibits
(1) Financial Statements
The following financial statements of Apollo Debt Solutions BDC are included in Part A of this Registration Statement.
INDEX TO FINANCIAL STATEMENT
(2) Exhibits
| (r)(1) | Code of Ethics of the Fund(1) | |
| (r)(2) | Code of Ethics of the Adviser(1) | |
| (s) | Filing Fee Table (17) | |
| 104 | Interactive Data File (embedded within the Inline XBRL document) | |
| (1) | Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-Effective Registration Statement on Form N-2 (File No. 333-258155), filed on July 23, 2021 |
| (2) | Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-Effective Registration Statement on Form N-2 (File No. 333-258155), filed on October 26, 2021 |
| (3) | Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 14, 2024 |
| (4) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 22, 2024 |
| (5) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on January 11, 2022 |
| (6) | Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 30, 2022 |
| (7) | Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 16, 2023 |
| (8) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 15, 2022 |
| (9) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on April 20, 2022 |
| (10) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 12, 2022 |
| (11) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 12, 2022 |
| (12) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 7, 2024 |
| (13) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 21, 2024 |
| (14) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 12, 2023 |
| (15) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 17, 2023 |
| (16) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 15, 2024 |
| (17) | Incorporated by reference to the corresponding exhibit number to the Registrant’s Registration Statement on Form N-2 (File No. 333-278477), filed on April 2, 2024 |
| (18) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 24, 2024 |
| (19) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 29, 2024 |
| (20) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on August 19, 2024 |
| (21) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on September 19, 2024 |
| (22) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on September 24, 2024 |
| (23) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 11, 2024 |
| (24) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 21, 2024 |
Item 26. Marketing Arrangements
The information contained under the heading “Plan of Distribution” in this Registration Statement is incorporated herein by reference.
Item 27. Other Expenses Of Issuance And Distribution
SEC registration fee | $ | 730,000 | ||
FINRA filing fee | $ | 225,500 |
Legal | $ | 2,968,000 | ||
Printing | $ | 713,000 | ||
Accounting | $ | 70,000 | ||
Blue sky expenses | $ | 400,000 | ||
Advertising and sales literature | $ | 706,000 | ||
Due diligence | $ | 318,000 | ||
Miscellaneous fees and expenses | $ | 877,685 | ||
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Total | $ | 7,008,185 | ||
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Item 28. Persons Controlled By Or Under Common Control
None.
Item 29. Number Of Holders Of Securities
The following table sets forth the number of record holders of the Registrant’s common shares at February 29, 2024.
Title of Class | Number of Record Holders | |||
Class S | 5,181 | |||
Class D | 96 | |||
Class I | 3,448 | |||
Total | 8,725 | |||
Item 30. Indemnification
The information contained under the heading “Description of our Shares.” “Advisory Agreement and Administration Agreement” and “Plan of Distribution—Indemnification” in this Registration Statement is incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the provisions described above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person in the successful defense of an action suit or proceeding) is asserted by a Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is again public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The Registrant obtains and maintains liability insurance for the benefit of its Trustees and officers (other than with respect to claims resulting from the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office) on a claims-made basis.
Item 31. Business and Other Connections of Adviser
A description of any other business, profession, vocation or employment of a substantial nature in which Apollo Credit Management LLC, and each managing director, director or executive officer of Apollo Credit Management, LLC, is or has been, during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the section entitled “Management of the Fund.” Additional information regarding Apollo Credit Management, LLC and its officers and managing member is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-72098), and is incorporated herein by reference.
Item 32. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:
| (1) | the Registrant; |
| (2) | the transfer agent; |
| (3) | the Custodian; |
| (4) | the Adviser; and |
| (5) | the Administrator. |
Item 33. Management Services
Not Applicable.
Item 34. Undertakings
We hereby undertake:
| (1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement |
| i. | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| ii. | to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and |
| iii. | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time will be deemed to be the initial bona fide offering thereof; |
| (3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
| (4) | that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C 17 CFR 230.430C: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act 17 CFR 230.497(b), (c), (d) or (e) as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the Securities Act 17 CFR 230.430A, will be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and |
| (5) | that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities. The undersigned Registrant undertakes that in an offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: |
| i. | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act 17 CFR 230.497; |
| ii. | the portion of any advertisement pursuant to Rule 482 under the Securities Act 17 CFR 230.482 relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
| iii. | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 22th day of October 2024.
| APOLLO DEBT SOLUTIONS BDC | ||
| By: | /s/ Earl Hunt | |
| Name: | Earl Hunt | |
| Title: | Chairperson, Chief Executive Officer and Trustee | |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacity and on the date indicated.
Signature | Title | Date | ||
/s/ Earl Hunt Earl Hunt | Chairperson, Chief Executive Officer and Trustee | October 22, 2024 | ||
/s/ Eric Rosenberg Eric Rosenberg | Chief Financial Officer | October 22, 2024 | ||
/s/ Meredith Coffey* Meredith Coffey | Trustee | October 22, 2024 | ||
/s/ Christine Gallagher* Christine Gallagher | Trustee | October 22, 2024 | ||
/s/ Michael Porter* Michael Porter | Trustee | October 22, 2024 | ||
/s/ Carl J. Rickertsen* Carl J. Rickertsen | Trustee | October 22, 2024 | ||
*By:
| /s/ Earl Hunt | |
| Earl Hunt | ||
| As Agent or Attorney-in-Fact |
October 22, 2024
The original powers of attorney authorizing Earl Hunt, Eric Rosenberg, Kristin Hester, Ryan Del Giudice and Adam Eling to execute the Registration Statement, and any amendments thereto, for the trustees of the Registrant on whose behalf this Amendment is filed have been executed and filed as an Exhibit to the Registration Statement on Form N-2 (file No. 333-278477 and 333-258155), filed on April 2, 2024.
