Filed pursuant to Rule 424(b)(3)
File No. 333-278477
APOLLO DEBT SOLUTIONS BDC
SUPPLEMENT NO. 12 DATED DECEMBER 17, 2024
TO THE PROSPECTUS DATED APRIL 2, 2024
This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Apollo Debt Solutions BDC (the “Company”), dated April 2, 2024 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.
The purpose of this Supplement is to update the Prospectus.
Updates to Prospectus
The following replaces the paragraph under “Kansas” in the “Suitability Standards” section of the Prospectus:
Kansas—It is recommended by the Office of the Kansas Securities Commissioner that Kansas investors limit their aggregate investment in our securities and other similar investments to not more than 10% of their liquid net worth.
The following replaces the paragraph under “Massachusetts” in the “Suitability Standards” section of the Prospectus:
Massachusetts—In addition to the suitability standards set forth above, Massachusetts residents must have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities. In addition, a Massachusetts investor’s total investment in us, our affiliates and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of his or her liquid net worth.
The following replaces the paragraph under “Ohio” in the “Suitability Standards” section of the Prospectus:
Ohio—It is unsuitable for Ohio residents to invest more than 10% of their liquid net worth in us, our affiliates and in any other non-traded business development company. “Liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles, minus total liabilities) comprised of cash, cash equivalents and readily marketable securities. This condition does not apply, directly or indirectly, to federally covered securities.
The following replaces the paragraph under the “May I reinvest my cash distributions in additional shares?” section of the Prospectus and all similar disclosure in the Prospectus:
| A: | Yes. We have adopted a distribution reinvestment plan whereby shareholders (other than Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oklahoma, Oregon, Texas, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan) will have their cash distributions automatically reinvested in additional Common Shares unless they elect to receive their distributions in cash. Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oklahoma, Oregon, Texas, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional Common Shares. If you participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that you own will be automatically invested in additional Common Shares. The purchase price for shares purchased under our distribution reinvestment plan will be equal to the most recent NAV per share for such shares at the time the distribution is payable. Shareholders will not pay upfront selling commissions when purchasing shares under our distribution reinvestment plan; however, all shares, including those purchased under our distribution reinvestment plan, will be subject to ongoing shareholder servicing and/or distribution fees. Participants may terminate their participation in the distribution reinvestment plan by providing written notice to the Plan Administrator (defined below) five business days in advance of the first calendar day of the next month in order for a shareholder’s termination to be effective for such month. See “Description of Our Shares” and “Distribution Reinvestment Plan.” |
The following replaces the second paragraph of the “Distribution Reinvestment Plan” section of the Prospectus and all similar disclosure in the Prospectus:
No action is required on the part of a registered shareholder to have his, her or its cash dividend or other distribution reinvested in our shares, except shareholders in certain states. Shareholders can elect to “opt out” of the Fund’s distribution reinvestment plan in their subscription agreements (other than Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oklahoma, Oregon, Texas, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan and must affirmatively opt in to participate in the plan). Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oklahoma, Oregon, Texas, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional Common Shares.
The following replaces “Appendix A: Form of Subscription Agreement”:
Subscription Agreement for Shares of Apollo Debt Solutions BDC(1)A. Investment InformationInvestment Amount $($2,500 minimum initial investment)YOURINVESTMENTB. Investment Method By mail: Please make checks payable to SS&C GIDS AS AGENT FOR APOLLO DEBT SOLUTIONS BDC and attach tothis agreement.* By wire: Please wire funds according to the instructions below.Name: SS&C GIDS AS AGENT FOR APOLLO DEBT SOLUTIONS BDCBank Name: UMB Bank, N.A.ABA: 1010-0069-5DDA: 9872584627 Broker-Dealer/Registered Investment Advisor will make payment on your behalf*Cash, cashier’s checks/official bank checks, temporary checks, foreign checks, money orders, third party checks, ortraveler’s checks are not accepted.C. Share Class Selection (Minimum Initial Investment is $2,500) Share Class S Share Class D ** Share Class I **** Available for certain fee-based wrap accounts and other eligible investors as disclosed in the prospectus, as amendedand supplemented.(2)Taxable Account TypeNon-Taxable Account TypeOWNERSHIPBrokerage Account NumberCustodian Account NumberTYPE Individual or Joint Tenant With Rights of Survivorship IRA(Select Only One) Transfer on Death (Optional Designation. Roth IRASee Section 3.C) Tenants in Common SEP IRA Community Property Simple IRA Uniform Gift/Transfer to Minors Pension/Profit Sharing PlanState of(Include Certification of Investment Powers Form) 401K Trust (Include Copy of Trust Agreement) Rollover IRA Corporation/Partnership/Other Inherited IRA(Corporate Resolution or Partnership OtherAgreement Required) EstateCustodian Information (To Be Completed By Custodian)Custodian NameCustodian Tax ID #Custodian Phone #Custodian Stamp HereEntity Name – Retirement Plan/Trust/Corporation/Partnership/OtherTrustee(s) and/or authorized signatory(s) information MUST be provided in Sections 3.A and 3.BENTITY NAMETAX ID NUMBERDATE OF TRUST (See EXEMPTIONS Form W-9 instructions at www.irs.gov)ENTITY ADDRESS (Legal Address – Required)Entity Type (Select one. Required) Retirement Plan Trust S-Corp C-Corp LLC Partnership OtherJurisdiction (if Non-U.S.)Exempt payee code (if any)Exemption from FATCA reporting code(Attach completed applicable Form W-8)(if any)
(3)A. Investor Name (Investor/Trustee/Executor/Authorized Signatory Information)Residential street address MUST be provided. See Section 4 if mailing address is different than residential street address.INVESTORFIRST NAME(MI)LAST NAMEINFORMATIONSOCIAL SECURITY NUMBER/TAX IDDATE OF BIRTH (MM/DD/YYYY)DAYTIME PHONE NUMBERRESIDENTIAL STREET ADDRESSCITYSTATEZIPEMAIL ADDRESSIf you are a non-U.S. citizen, please specify your country of citizenship (required): Resident Alien Non-Resident Alien (Attach a completed Form W-8BEN, Rev. Oct. 2021)Country of CitizenshipPlease specify if you are an Apollo employee/officer/director/affiliate (required): Apollo Employee Apollo Officer or Director Immediate Family Member of Apollo Affiliate Not ApplicableApollo Officer or DirectorB. Co-Investor Name (Co-Investor/Co-Trustee/Co-Executor/Co-Authorized Signatory Information, if applicable.)Residential street address MUST be provided.FIRST NAME(MI)LAST NAMESOCIAL SECURITY NUMBER/TAX IDDATE OF BIRTH (MM/DD/YYYY)DAYTIME PHONE NUMBERRESIDENTIAL STREET ADDRESSCITYSTATEZIPEMAIL ADDRESSIf you are a non-U.S. citizen, please specify your country of citizenship (required): Resident Alien Non-Resident Alien (Attach a completed Form W-8BEN, Rev. Oct. 2021)Country of CitizenshipPlease specify if you are an Apollo employee/officer/director/affiliate (required): Apollo Employee Apollo Officer or Director Immediate Family Member of Apollo Affiliate Not ApplicableApollo Officer or DirectorC. Transfer on Death Beneficiary Information (Individual or Joint Account with rights of survivorship only.Not available for Louisiana residents. Beneficiary Date of Birth required. Whole percentages only; must equal 100%.)DATE OF BIRTH¨ _PRIMARYFIRST NAME(MI)LAST NAMESSN(MM/DD/YYYY)¨ SECONDARY _______%DATE OF BIRTH¨ _PRIMARYFIRST NAME(MI)LAST NAMESSN(MM/DD/YYYY)¨ SECONDARY _______%DATE OF BIRTH¨ _PRIMARYFIRST NAME(MI)LAST NAMESSN(MM/DD/YYYY)¨ SECONDARY _______%DATE OF BIRTH¨ _PRIMARYFIRST NAME(MI)LAST NAMESSN(MM/DD/YYYY)¨ SECONDARY _______%Custodian/Guardian for a minor Beneficiary (required, cannot be same as Investor or Co-Investor):D. ERISA Plan Asset RegulationsAll investors are required to complete Section 7.b. attached hereto.
(4)CONTACTMAILING STREET ADDRESSCITYSTATEZIPINFORMATION(If different thanprovided inSection 3A)(5)Select How You Want to Receive Your Distributions (Please Read Entire Section and Select, Only if Applicable, one payment method.)You are automatically enrolled in our Distribution Reinvestment Plan, unless you are a resident of ALABAMA, ARKANSAS,DISTRIBUTIONIDAHO, KANSAS, KENTUCKY, MAINE, MARYLAND, MASSACHUSETTS, NEBRASKA, NEW JERSEY, NORTH CAROLINA,METHODOHIO, OKLAHOMA, OREGON, TEXAS, VERMONT OR WASHINGTON. If you are not a resident of the states listed above, you are automatically enrolled in the Distribution Reinvestment Plan;please check here if you DO NOT wish to be enrolled in the Distribution Reinvestment Plan and complete the CashDistribution Information section below.ONLY complete the following information if you do not wish to enroll in the Distribution Reinvestment Plan. For custodial heldaccounts, if you elect cash distributions the funds must be sent to the custodian.A. Check mailed to street address in 3A (only available for non-custodial investors).B. Check mailed to secondary address in 4 (only available for non-custodial investors).C. Direct Deposit by ACH (only available for non-custodial investors). PLEASE ATTACH A PRE-VOIDED CHECKD. Check mailed to Third-Party Financial Institution (complete section below) If you ARE a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska,New Jersey, North Carolina, Ohio, Oklahoma, Oregon, Texas, Vermont or Washington, you are not automatically enrolledin the Distribution Reinvestment Plan. Please check here if you wish to enroll in the Distribution Reinvestment Plan.You will automatically receive cash distributions unless you elect to enroll in the Distribution Reinvestment Plan.I authorize Apollo Debt Solutions BDC or its agent to deposit my distribution into my checking or savings account. This authoritywill remain in force until I notify Apollo Debt Solutions BDC in writing to cancel it. In the event that Apollo Debt Solutions BDCdeposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amountof the erroneous deposit.FINANCIAL INSTITUTION NAME MAILING ADDRESSCITYSTATEZIPYOUR BANK’S ABA ROUTING NUMBERYOUR BANK ACCOUNT NUMBER(6)Instead of receiving paper copies of the prospectus, prospectus supplements, annual reports, proxy statements, and othershareholder communications and reports, you may elect to receive electronic delivery of shareholder communications fromELECTRONICApollo Debt Solutions BDC. If you would like to consent to electronic delivery, including pursuant to email, please check the boxDELIVERY FORMbelow for this election.(Optional)We encourage you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronicdelivery of shareholder communications and statement notifications. By consenting below to electronically receive shareholdercommunications, including your account-specific information, you authorize said offering(s) to either (i) email shareholdercommunications to you directly or (ii) make them available on our website and notify you by email when and where suchdocuments are available.You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materialsis prohibited or we, in our sole discretion, elect to send paper copies of the materials.By consenting to electronic access, you will be responsible for certain costs, such as your customary internet service providercharges, and may be required to download software in connection with access to these materials. You understand thiselectronic delivery program may be changed or discontinued and that the terms of this agreement may be amended at anytime. You understand that there are possible risks associated with electronic delivery such as emails not transmitting, linksfailing to function properly and system failure of online service providers, and that there is no warranty or guarantee givenconcerning the transmissions of email, the availability of the website, or information on it, other than as required by law.Initial here to consent to electronic deliveryEMAIL ADDRESS (If blank, the email provided in Section 3 will be used.)
(7)Apollo Debt Solutions BDC is required by law to obtain, verify and record certain personal information from you or persons on your behalfin order to establish the account. Required information includes name, date of birth, permanent residential address and social security/SUBSCRIPTIONtaxpayer identification number. We may also ask to see other identifying documents. If you do not provide the information, Apollo DebtSIGNATURESSolutions BDC may not be able to open your account. By signing the Subscription Agreement, you agree to provide this information andconfirm that this information is true and correct. If we are unable to verify your identity, or that of another person(s) authorized to act on yourbehalf, or if we believe we have identified potentially criminal activity, we reserve the right to take action as we deem appropriate whichmay include closing your account.Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person a powerof attorney to make the representations on your behalf. In order to induce Apollo Debt Solutions BDC to accept this subscription, I herebyrepresent and warrant to you as follows:7.a. Please Note: All Items in this section 7.a. must be read and initialed as applicablePRIMARY INVESTORCO-INVESTORINITIALSINITIALS(i)I have received the prospectus (as amended or supplemented) for Apollo DebtSolutions BDC at least five business days prior to the date hereof.INITIALSINITIALS(ii)I have (A) a minimum net worth (not including home, home furnishingsand personal automobiles) of at least $250,000, or (B) a minimum net worthINITIALSINITIALS(as previously described) of at least $70,000 and a minimum annual grossincome of at least $70,000.(iii)In addition to the general suitability requirements described above, I meet thehigher suitability requirements, if any, imposed by my state of primary residenceINITIALSINITIALSas set forth in the prospectus under “SUITABILITY STANDARDS.”(iv)If I am an entity that was formed for the purpose of purchasing shares, eachindividual that owns an interest in such entity meets the general suitabilityINITIALSINITIALSrequirements described above.(v)I acknowledge that there is no public market for the shares, shares of this offeringare not liquid and appropriate only as a long-term investment.INITIALSINITIALS(vi)I acknowledge that the shares have not been registered and are not expected tobe registered under the laws of any country or jurisdiction outside of the UnitedINITIALSINITIALSStates except as otherwise described in the prospectus.(vii)I am purchasing the shares for my own account, or if I am purchasing shares onbehalf of a trust or other entity of which I am a trustee or authorized agent, I haveINITIALSINITIALSdue authority to execute this subscription agreement and do hereby legally bindthe trust or other entity of which I am trustee or authorized agent.(viii) I acknowledge that Apollo Debt Solutions BDC may enter into transactions withApollo affiliates that involve conflicts of interest as described in the prospectus.INITIALSINITIALS(ix)I acknowledge that subscriptions must be submitted at least five business daysprior to first day of each month my investment will be executed as of the firstINITIALSINITIALSday of the applicable month at the NAV per share as of the day preceding day.I acknowledge that I will not know the NAV per share at which my investment willbe executed at the time I subscribe and the NAV per share will generally be madeavailable at gwms.apollo.com/debtsolutionsBDC as of the last day of each monthwithin 20 business days of the last day of each month.(x)I acknowledge that my subscription request will not be accepted any earlier thantwo business days before the first calendar day of each month. I acknowledgeINITIALSINITIALSthat I am not committed to purchase shares at the time my subscription orderis submitted and I may cancel my subscription at any time before the time ithas been accepted as described in the previous sentence. I understand thatI may withdraw my purchase request by notifying the transfer agent, throughmy financial intermediary or directly on Apollo Debt Solutions BDC’s toll-free,automated telephone line, 1-888-926-2688.
(7)7.b. Benefit Plan Investor - All purchasers please complete this section.SUBSCRIPTION1. Are you a “benefit plan investor” within the meaning of the Plan Asset Regulations1 or will you use the assets of a “benefit planSIGNATURESinvestor”2 to invest in Apollo Debt Solutions BDC?(Continued) Yes No2. If Question (1) above is “yes” please indicate what percentage of the purchaser’s assets invested in Apollo Debt SolutionsBDC are considered to be the assets of “benefit plan investors” within the meaning of the Plan Asset Regulations:%3. If you are investing the assets of an insurance company general account please indicate what percentage of the insurancecompany general account’s assets invested in Apollo Debt Solutions BDC are the assets of “benefit plan investors” within the meaning ofSection 401(c)(1)(A) of the Employee Retirement Income Security Act of 1974, as amended, or the regulations promulgated thereunder?%4. Please indicate if you are “Controlling Person” defined as: (i) a person (including an entity), other than a “benefit plan investor”who has discretionary authority or control with respect to the assets of Apollo Debt Solutions BDC, a person who provides investmentadvice for a fee (direct or indirect) with respect to such assets, or any “affiliate” of such a person. An “affiliate” of a person includes anyperson, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the person.For purposes of this definition, “control,” with respect to a person other than an individual, means the power to exercise a controllinginfluence over the management or policies of such person. Yes No7.c. If you live in any of the following states: Alabama, California, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Missouri,Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Puerto Rico, Tennessee, and Vermont, pleasecomplete the following as applicableFor purposes of determining whether you satisfy the standards below, your net worth is calculated excluding the value of yourhome, home furnishings and automobiles, and, unless otherwise indicated, “liquid net worth” is defined as that portion of networth that consists of cash, cash equivalents and readily marketable investments.Investors in the following states have the additional suitability standards as set forth below.PRIMARY INVESTORCO-INVESTORINITIALSINITIALSIf I am an Alabama resident, in addition to the suitability standards set forth above,an investment in Apollo Debt Solutions BDC will only be sold to me if I have a liquidINITIALSINITIALSnet worth of at least 10 times my investment in Apollo Debt Solutions BDC and itsaffiliates.If I am a California resident, in addition to the suitability standards set forth above,I may not invest more than 10% of my net worth in Apollo Debt Solutions BDC.INITIALSINITIALSIf I am an Idaho resident, I must have either (a) a liquid net worth of $85,000 andannual gross income of $85,000 or (b) a liquid net worth of $300,000. Additionally,INITIALSINITIALSthe total investment in Apollo Debt Solutions BDC shall not exceed 10% of my liquidnet worth.If I am an Iowa resident, I (i) have either (a) an annual gross income of at least$100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000(net worth should be determined exclusive of home, auto and home furnishings);INITIALSINITIALSand (ii) limit my aggregate investment in this offering and in the securities of othernon-traded business development companies to 10% of my liquid net worth (liquid networth should be determined as that portion of net worth that consists of cash, cashequivalents and readily marketable securities).If I am a Kansas resident, I understand that it is recommended by the Office of theKansas Securities Commissioner that I limit my aggregate investment in Apollo DebtSolutions BDC’s securities and other similar investments to not more than 10% of myINITIALSINITIALSliquid net worth.1 “Plan Asset Regulations” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV,Title 29 of the United States Code of Federal Regulations, as modified by Section 3(42) of ERISA, as the same may be amended from time to time.2 The term “benefit plan investor” includes, for e.g.: (i) an “employee benefit plan” as defined in section 3(3) of the U.S. Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA (such as employee welfare benefit plans (generally, plans that providefor health, medical or other welfare benefits) and employee pension benefit plans (generally, plans that provide for retirement or pension income));(ii) “plans” described in section 4975(e)(1) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), that is subject to section 4975 of theCode (including, for e.g., an “individual retirement account”, an “individual retirement annuity”, a “Keogh” plan, a pension plan, an Archer MSA describedin section 220(d) of the Code, a Coverdell education savings account described in section 530 of the Code and a health savings account described insection 223(d) of the Code) and (iii) an entity that is, or whose assets would be deemed to constitute.
PRIMARY INVESTORCO-INVESTOR(7)INITIALSINITIALSIf I am a Kentucky resident, I may not invest more than 10% of my liquid net worth inSUBSCRIPTIONApollo Debt Solutions BDC or its affiliates. “Liquid net worth” is defined as that portionSIGNATURESof net worth that is comprised of cash, cash equivalents and readily marketableINITIALSINITIALS(Continued)securities.If I am a Maine resident, I acknowledge that it is recommended by the Maine Officeof Securities that my aggregate investment in this offering and other similar directINITIALSINITIALSparticipation investments not exceed 10% of my liquid net worth. For this purpose,“liquid net worth” is defined as that portion of net worth that consists of cash, cashequivalents and readily marketable securities.If I am a Massachusetts resident, I have either (a) a minimum liquid net worth ofat least $100,000 and a minimum annual gross income of not less than $85,000, orINITIALSINITIALS(b) a minimum liquid net worth of $350,000. For these purposes, “liquid net worth” isdefined as that portion of net worth (total assets exclusive of home, home furnishings,and automobiles, minus total liabilities) that consists of cash, cash equivalentsand readily marketable securities. In addition, my total investment in Apollo DebtSolutions BDC, its affiliates and other non-publicly traded direct investment programs(including real estate investment trusts, business development companies, oil andgas programs, equipment leasing programs and commodity pools, but excludingunregistered, federally and state exempt private offerings) may not exceed 10% ofmy liquid net worth.If I am a Missouri resident, in addition to the suitability standards set forth above,I may not invest more than 10% of my liquid net worth in Apollo Debt Solutions BDC.INITIALSINITIALSIf I am a Nebraska resident, in addition to the suitability standards set forth above,I must limit my aggregate investment in this offering and the securities of otherINITIALSINITIALSbusiness development companies to 10% of such investor’s net worth. Investors whoare accredited investors as defined in Regulation D under the Securities Act of 1933are not subject to the foregoing investment concentration limit.If I am a New Jersey resident, (1) I have either (a) a minimum liquid net worth of atleast $100,000 and a minimum annual gross income of not less than $85,000, orINITIALSINITIALS(b) a minimum liquid net worth of $350,000. For these purposes, “liquid net worth” isdefined as that portion of net worth (total assets exclusive of home, home furnishings,and automobiles, minus total liabilities) that consists of cash, cash equivalentsand readily marketable securities. In addition, my total investment in Apollo DebtSolutions BDC, its affiliates and other non-publicly traded direct investment programs(including real estate investment trusts, business development companies, oil andgas programs, equipment leasing programs and commodity pools, but excludingunregistered, federally and state exempt private offerings) may not exceed 10% of myliquid net worth, and (2) I acknowledge that although Apollo Credit Management, LLC(the “Adviser”), the investment adviser to Apollo Debt Solutions BDC, will advanceall organization and offering expenses of Apollo Debt Solutions BDC, and may electto pay certain of Apollo Debt Solutions BDC’s expenses, Apollo Debt Solutions BDCis obligated to reimburse the Adviser, and this will reduce the returns available toinvestors.If I am a New Mexico resident, in addition to the general suitability standards listedabove, I may not invest, and I may not accept from an investor more than ten percentINITIALSINITIALS(10%) of my liquid net worth in shares of Apollo Debt Solutions BDC, its affiliates andin other non-traded business development companies. Liquid net worth is definedas that portion of net worth which consists of cash, cash equivalents and readilymarketable securities.If I am a North Dakota resident, I have a net worth of at least ten times my investmentin Apollo Debt Solutions BDC.INITIALSINITIALSIf I am an Ohio resident, it is unsuitable to invest more than 10% of my liquid networth in the issuer, affiliates of the issuer, and in any other non-traded businessINITIALSINITIALSdevelopment company. “Liquid net worth” is defined as that portion of net worth (totalassets exclusive of primary residence, home furnishings and automobiles minus, totalliabilities) comprised of cash, cash equivalents and readily marketable securities. Thiscondition does not apply, directly or indirectly, to federally covered securities.
PRIMARY INVESTORCO-INVESTOR(7)INITIALSINITIALSIf I am an Oklahoma resident, I may not invest more than 10% of my liquid net worthSUBSCRIPTIONin Apollo Debt Solutions BDC.SIGNATURESINITIALSINITIALS(Continued)If I am an Oregon resident, in addition to the suitability standards set forth above,I may not invest more than 10% of my liquid net worth in Apollo Debt Solutions BDC.Liquid net worth is defined as net worth excluding the value of the investor’s home,INITIALSINITIALShome furnishings and automobile.If I am a Puerto Rico resident, I may not invest more than 10% of my liquid net worthin Apollo Debt Solutions BDC, its affiliates and other non-traded real estate investmentprograms. For these purposes, “liquid net worth” is defined as that portion of net worthINITIALSINITIALS(total assets exclusive of primary residence, home furnishings and automobiles minustotal liabilities) consisting of cash, cash equivalents and readily marketable securities.If I am a Tennessee resident, I must have a liquid net worth of at least ten timesmy investment in Apollo Debt Solutions BDC. Investors who are accredited investorsas defined in Regulation D under the Securities Act are not subject to the foregoingINITIALSINITIALSinvestment concentration limit.If I am a Vermont resident and I am an accredited investor in Vermont, as defined in17 C.F.R. § 230.501, I may invest freely in this offering. In addition to the suitabilitystandards described above, if I am non-accredited Vermont investors, I may notINITIALSINITIALSpurchase an amount in this offering that exceeds 10% of my liquid net worth. For thesepurposes, “liquid net worth” is defined as an investor’s total assets (not includinghome, home furnishings or automobiles) minus total liabilities.In the case of sales to fiduciary accounts, the minimum standards in Section 7.b. shall be met by the beneficiary, the fiduciary, account, or,by the donor or grantor, who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary.If you do not have another broker-dealer or other financial intermediary introducing you to Apollo Debt Solutions BDC, then AGS maybe deemed to be acting as your broker-dealer of record in connection with any investment in Apollo Debt Solutions BDC. For importantinformation in this respect, see Section 8 below. I declare that the information supplied in this Subscription Agreement is true andcorrect and may be relied upon by Apollo Debt Solutions BDC. I acknowledge that the Broker-Dealer/Registered Investment Advisor(Broker-Dealer/Registered Investment Advisor of record) indicated in Section 8 of this Subscription Agreement and its designatedclearing agent, if any, will have full access to my account information, including the number of shares I own, tax information(including the Form 1099) and redemption information. Investors may change the Broker-Dealer/Registered Investment Advisorof record at any time by contacting Apollo Debt Solutions BDC Investor Relations at the number indicated below.SUBSTITUTE IRS FORM W-9 CERTIFICATIONS (required for U.S. investors):Under penalties of perjury, I ce rtify that:(1) The number shown on this Subscription Agreement is my correct taxpayer identification number (or I am waiting for a number to beissued to me); and(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the InternalRevenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRShas notified me that I am no longer subject to backup withholding; and(3) I am a U.S. citizen or other U.S. person (including a resident alien) (defined in IRS Form W-9); and(4) The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backupwithholding because you have failed to report all interest and dividends on your tax return.The Internal Revenue Service does not require your consent to any provision of this document other than the certificationsrequired to avoid backup withholding.SIGNATURE OF INVESTORDATESIGNATURE OF CO-INVESTOR OR CUSTODIANDATE(If applicable)(MUST BE SIGNED BY CUSTODIAN OR TRUSTEE IF PLAN IS ADMINISTERED BY A THIRD PARTY)
(8a)Please note that unless previously agreed to in writing by Apollo Debt Solutions BDC, all sales of securities must be madethrough a Broker-Dealer or an RIA. This Section 8a must be completed for shares being purchased directly through a Broker-Dealer.REGISTEREDIf the shares are being purchased through an RIA, please complete Section 8b of this Subscription Agreement instead.REPRESENTATIVE(Please completeThe Registered Representative must sign below to complete the order. Registered Representative hereby warrants that he/sheONLY if you areis duly licensed and may lawfully sell shares in the state designated as the investor’s legal residence.a RegisteredBROKER DEALERREGISTERED REPRepresentativeotherwise skip to 8b.)BROKER DEALERMAILING ADDRESS(Required Informationfor sales madedirectly through aCITYSTATEZIPbroker dealer. If theshares are beingpurchased through anFIRM CRD NUMBERREP NUMBERTELEPHONE NUMBERRIA, please completeSection 8b instead.)E-MAIL ADDRESSFAX NUMBEROPERATIONS CONTACT NAMEOPERATIONS CONTACT E-MAIL ADDRESSThe undersigned confirm(s), which confirmation is made on behalf of the Broker-Dealer with respect to sales of securities made through aBroker-Dealer, that they (i) have reasonable grounds to believe that the information and representations concerning the investor identifiedherein are true, correct and complete in all respects; (ii) have discussed such investor’s prospective purchase of shares with such investor;(iii) have advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the shares; (iv) have deliveredor made available a current prospectus and related supplements, if any, to such investor; (v) have reasonable grounds to believe thatthe investor is purchasing these shares for his or her own account; (vi) have reasonable grounds to believe that the purchase of sharesis a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in theprospectus and related supplements, if any, and that such investor is in a financial position to enable such investor to realize the benefits ofsuch an investment and to suffer any loss that may occur with respect thereto; and (vii) have advised such investor that the shares have notbeen registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except asotherwise described in the prospectus. The undersigned Broker-Dealer or Registered Representative listed in Section 8a further representsand certifies that, in connection with this subscription for shares, he/she has complied with and has followed all applicable policies andprocedures of his or her firm relating to, and performed functions required by, federal and state securities laws, rules promulgated underthe Securities Exchange Act of 1934, as amended, including, but not limited to Rule 15l-1 (“Regulation Best Interest”) and FINRA rules andregulations including, but not limited to Know Your Customer, Suitability and PATRIOT Act (Anti Money Laundering, Customer Identification)as required by its relationship with the investor(s) identified on this document.THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED INACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.If you do not have another broker-dealer or other financial intermediary introducing you to Apollo Debt Solutions BDC, then Apollo GlobalSecurities, LLC (“AGS”) may be deemed to act as your broker-dealer of record in connection with any investment in Apollo Debt SolutionsBDC. AGS is not a full-service broker-dealer and may not provide the kinds of financial services that you might expect from anotherfinancial intermediary, such as holding securities in an account. If AGS is your broker-dealer of record, then your shares will be heldin your name on the books of Apollo Debt Solutions BDC. AGS will not monitor your investments, and has not and will not make anyrecommendation regarding your investments. If you want to receive financial advice regarding a prospective investment in the shares,contact your broker-dealer or other financial intermediary.REGISTERED REPRESENTATIVE DATEBRANCH MANAGER SIGNATUREDATESIGNATURE(If required by Broker-Dealer)
(8b)The Investment Advisor Representative (“Representative”), on behalf of the Representative and the Registered Investment Adviserfirm (“RIA”), must sign below to complete the order. A principal or other authorized signatory of RIA must also sign if required by RIA.INVESTMENTRepresentative hereby warrants that Representative is duly licensed and authorized to execute this Subscription Agreement on behalfof Representative and RIA, and may lawfully provide investment advice regarding the shares in the state designated as the investor’sADVISERlegal residence.REPRESENTATIVE/RIA INFORMATIONRIA FIRMINVESTMENT ADVISOR REPRESENTATIVE NAME(Requiredinformation for salesMAILING ADDRESSmade through anRIA. If the sharesare being purchasedCITYSTATEZIPdirectly througha broker-dealer,please completeIARD NUMBER (if known)RIA NUMBERTELEPHONE NUMBERSection 8a instead.)E-MAIL ADDRESSFAX NUMBEROPERATIONS CONTACT NAMEOPERATIONS CONTACT E-MAIL ADDRESSThe undersigned confirm by their signature, on behalf of the Representative and RIA, that Representative and RIA: (i) have reasonablegrounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in allrespects; (ii) have verified, if other than individual ownership, that the individual executing on behalf of the investor is properly authorizedand identified; (iii) have discussed such investor’s prospective purchase of shares with such investor; and (iv) have advised such investorof all pertinent facts with regard to the liquidity and marketability of the shares.The Representative and RIA are not authorized or permitted to give, and represents that they have not given to a prospective investor,any information or any representation concerning the shares except (i) as set forth in the prospectus, as amended and supplemented,and (ii) any sales literature which has been approved in advance in writing by Apollo Debt Solutions BDC (“ADS”) (such information,the “Supplemental Information”). The Representative represents that Representative has not used or will not use any unapproved materialsrelated to ADS. The Representative has delivered a copy of the prospectus, and all amendments and supplements thereto, to each investorto whom an offer is made prior to or simultaneously with the first solicitation and that investor received such documentation at least five(5) business days prior to investor’s execution of this Subscription Agreement. The Representative and RIA represent that it has not shownor given to the investor any material marked “RIA only,” "For Financial A dvisor Use Only" or otherwise bearing a legend denoting that it isnot to be shared with or given to investors.The Representative and RIA hereby agree to, and shall, indemnify and hold harmless ADS, its respective affiliates, and any trustees,officers, partners, employees or agents of the foregoing (collectively, “Apollo Affiliates”), against any and all direct or third-party claims,losses, damages, or liabilities, joint or several, including but not limited to any claims, losses, damages, or liabilities relating to or regardingthe suitability of the investment for the investor, whether or not the investment was in the best interest of the investor, and/or any claimsrelating to statements made by the RIA to the investor with respect to the purchase of shares or otherwise with respect to ADS (includingany investigative, legal, and other costs and expenses reasonably incurred in connection with, and any amounts paid in settlement ofany action, suit, proceeding, or legislative or regulatory inquiry) (collectively “Claims”), for which any of the Apollo Affiliates may becomesubject, to the extent that such Claims arise out of or are based upon: (i) the Representative or RIA’s fraud, willful default, or negligence;or (ii) the Representative or RIA’s (a) violation of applicable law or regulation, (b) misrepresentation to the investor(s), (c) breach of anywarranty or representation of the Representative or RIA herein, or (d) failure to fulfill any covenant or agreement of the Representative orRIA contained herein.The Representative and RIA shall not be liable under the indemnification provisions of this Subscription Agreement with respect to aparty or other person entitled to indemnification hereunder (the “Indemnified Party”) unless such Indemnified Party shall have notifiedthe Representative and RIA in writing within a reasonable time after notice giving information of the nature of the claim shall have beenreceived by such Indemnified Party, but failure to notify the Representative or RIA of any such claim shall not relieve the Representativeor RIA from any liability that it may have to the Indemnified Party against whom such claim is made, except to the extent that the failureto notify results in the failure of actual notice to the Representative or RIA and such indemnifying party is materially damaged by beingunable effectively to defend such claim solely as a result of failure to give or delay in giving such not ice. In case an action is brought directlyagainst the Indemnified Party, or the Indemnified Party becomes directly involved in the action, the Representative or RIA will be entitled toparticipate, at their own expense, in the defense thereof. The Representative and RIA also shall be entitled to assume the defense thereof,with counsel satisfactory to the Indemnified Party in its reasonable judgment. After notice from the Representative or RIA to the IndemnifiedParty of the Representative’s or RIA’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expensesof any additional counsel retained by it, and the Representative or RIA will not be liable to such party under this Subscription Agreementfor any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other thanreasonable costs of investigation, unless (i) the Representative or RIA and the Indemnified Party shall have mutually agreed to the retentionof such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the RIA and the Indemnified
(8b)Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests betweenor among them. Neither the Representative nor the RIA shall be liable for any settlement of any proceeding effected without its writtenINVESTMENTconsent but if settled with such consent, the Representative and RIA agree to indemnify the Indemnified Party from and against any lossADVISERor liability by reason of such settlement. The RIA may settle any Claim covered by indemnification hereunder, provided such settlementREPRESENTATIVE/involves solely the payment of money and a complete and total release from said Claim. A successor by law of the Indemnified PartiesRIA INFORMATIONshall be entitled to the benefits of the indemnification contained in this Subscription Agreement.(Requiredinformation for salesThe RIA represents that it is properly licensed and presently registered as an investment adviser under the Investment Advisers Act of 1940,made through anas amended, and has complied with registration or notice filing requirements of the appropriate regulatory agency of each state in whichRIA. If the sharesthe RIA has clients or is exempt from such registration requirements. The Representative and RIA represent that each is in compliance withare being purchasedall the applicable requirements imposed upon it under (a) the Securities Act of 1933, as amended, the Securities Exchange Act of 1934,directly throughas amended, and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) promulgated under both such acts,a broker-dealer,(b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state and federal laws and regulationsplease completeapplicable to the activities of the Representative or RIA pursuant to this Subscription Agreement, including without limitation the privacySection 8a instead.)standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999, and the laws governing money(Continued)laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC; and (d) this Subscription Agreement andthe prospectus as amended and supplemented. The RIA agrees to comply with the record-keeping requirements imposed by federal andstate laws, including those records related to suitability and to make the suitability records available to ADS upon request.The Representative and RIA represent that the investor meets the suitability and financial qualifications set forth in Section 7 of thisSub scription Agreement and the prospectus, as amended and supplemented, and is a person who is eligible to purchase the applicableclass of shares as described in the prospectus, as amended and supplemented. The Representative and RIA have reasonable grounds tobelieve that the purchase of shares by the investor is a suitable and appropriate investment for such investor. In making this determination,the RIA has reasonable grounds to believe that the investor: (a) can reasonably benefit from an investment in ADS based on the prospectiveinvestor’s overall investment objectives and portfolio structure; (b) is able to bear the economic risk of the investment based on the prospectiveinvestor’s overall financial situation; and (c) has apparent understanding of (1) the fundamental risks of the investment, (2) the risk thatthe investor may lose the entire investment, (3) the lack of liquidity of the shares, (4) the restrictions on transferability of the shares,(5) the tax consequences of the investment, and (6) the background and qualifications of ADS’s external advisor. The Representativeand RIA have made this determination on the basis of information it has obtained from the investor, including at least the age, investmentobjectives, investment experiences, income, net worth, financial situation, and other investments of the prospective investor, as well as anyother pertinent factors. The Representative and RIA represent further that they have conducted, or have directed an agent or the accountcustodian to conduct on the RIA’s behalf, all necessary due diligence and “know your customer” checks on the investor in order to complywith any and all applicable laws, rules, and regulations including, but not limited to, the USA Patriot Act of 2001, the Bank Secrecy Act,regulations or orders issued by the Office of Foreign Asset Control at the Department of the Treasury, and any other applicable anti-moneylaundering laws, rules, or regulations.With respect to any use by the Representative and RIA of electronic delivery of the prospectus and Supplemental Information and electronicsignature of the Subscription Agreement, the Representative and RIA represent and warrant that each will comply with (a) all applicablerules, regulations and guidelines issued by the SEC, the North American Securities Administrators Association, Inc. (NASAA) and individualstate securities administrators and any other applicable laws or regulations and gui delines; and (b) the Electronic Signatures in theGlobal and National Commerce Act and the Uniform Electronic Transactions Act, to the extent applicable, as adopted in each applicablejurisdiction and any other applicable laws.The undersigned represents that the shares will be purchased through the RIA listed above. RIA and ADS acknowledge that ifRIA and ADS have executed an RIA Selling Agreement for the offering of shares of ADS, then such agreement shall supersedeany conflicting representations contained herein in this Section 8b.THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED INACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.INVESTMENT ADVISOR REPRESENTATIVE SIGNATUREDATEPRINCIPAL OR OTHER RIA AUTHORIZED SIGNATORY SIGNATURE (if required by RIA)
(9)If investors participating in the Distribution Reinvestment Plan or making subsequent purchases of shares of Apollo Debt Solutions BDCexperience a material adverse change in their financial condition or can no longer make the representations or warranties set forth inMISCELLANEOUSSection 7 above, they are asked to promptly notify Apollo Debt Solutions BDC and the investor’s Broker-Dealer or RIA, as applicable,in writing. The Broker-Dealer or RIA, as applicable, may notify Apollo Debt Solutions BDC if an investor participating in the DistributionReinvestment Plan can no longer make the representations or warranties set forth in Section 7 above, and Apollo Debt Solutions BDC mayrely on such notification to terminate such investor’s participation in the Distribution Reinvestment Plan.No sale of shares may be completed until at least five business days after you receive the final prospectus. To be accepted, a subscriptionrequest must be made with a completed and executed subscription agreement in good order and payment of the full purchase price atleast five business prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.All items on the Subscription Agreement must be completed in order for your subscription to be processed. Subscribers are encouraged toread the prospectus in its entirety for a complete explanation of an investment in the shares of Apollo Debt Solutions BDC.Return the completed Subscription Agreement to:Regular Mail:Overnight Mail:Email:Apollo Debt Solutions BDCApollo Debt Solutions BDCapollo.ai@sscinc.comPO Box 219845C/O SS&C GIDS, Inc.Kansas City, MO 64121-9845801 Pennsylvania Ave, Suite 219845Kansas City, MO 64105-1307Apollo Debt Solutions BDC Investor Relations:1-888-926-2688