Filed Pursuant to Rule 424(b)(3)
Registration No. 333-264456
APOLLO REALTY INCOME SOLUTIONS, INC.
SUPPLEMENT NO. 2 DATED MAY 17, 2023
TO THE PROSPECTUS DATED APRIL 20, 2023
This prospectus supplement (this "Supplement") is part of and should be read in conjunction with the prospectus of Apollo Realty Income Solutions, Inc., dated April 20, 2023 (as supplemented to date, the "Prospectus"). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meaning as in the Prospectus. References herein to "we", "us", or "our" refer to Apollo Realty Income Solutions, Inc. and its consolidated subsidiaries unless the context specifically requires otherwise.
The purposes of this Supplement are as follows:
June 1, 2023 Transaction Price
The transaction price for each share class of our common stock for subscriptions accepted as of June 1, 2023 (and repurchases, if applicable, as of May 31, 2023) is as follows:
|
| Transaction Price |
| |
Class S |
| $ | 20.24 |
|
Class D |
| $ | 20.24 |
|
Class I |
| $ | 20.24 |
|
Class F-S |
| $ | 20.24 |
|
Class F-D |
| $ | 20.24 |
|
Class F-I |
| $ | 20.19 |
|
Class A-I |
| $ | 20.25 |
|
Class A-II |
| $ | 20.24 |
|
Class A-III |
| $ | 20.24 |
|
The transaction price for each of our Class F-I shares and Class A-I shares is equal to such class's NAV per share as of April 30, 2023. A detailed presentation of the NAV per share/unit is set forth below.
As of April 30, 2023, we had not sold any Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class A-II shares, or Class A-III shares. As a result, the transaction price for each of our Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class A-II shares, and Class A-III shares is based on our total NAV per share as of April 30, 2023. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price, if applicable, for each share class equals the transaction price of such class.
April 30, 2023 NAV Per Share
NAV per share is calculated in accordance with the valuation guidelines approved by our board of directors. Our NAV per share is posted on our website at https://gwms.apollo.com/realtyincomesolutions and is made available on our toll-free, automated telephone line at 888-926-2688. Please refer to "Net Asset Value Calculation and Valuation Guidelines" in the Prospectus for important information about how our NAV is determined. The Adviser is ultimately responsible for determining our NAV.
Our total NAV presented in the following tables includes the NAV of our Class F-I shares, Class A-I shares, Class E shares and partnership interests in the ARIS Operating Partnership L.P. (the "Operating Partnership") held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of April 30, 2023 ($ and shares/units in thousands):
Components of NAV | | April 30, 2023 |
| |
Investments in real estate | | $ | 50,800 |
|
Investments in real estate debt |
|
| 59,530 |
|
Cash |
|
| 132,275 |
|
Other assets | |
| 500 |
|
Other liabilities |
|
| (1,609 | ) |
Management fee payable |
|
| (201 | ) |
Net asset value | | $ | 241,295 |
|
Number of outstanding shares/units | |
| 11,920 |
|
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of April 30, 2023 ($ and shares/units in thousands, except per share/unit data):
NAV Per Share/Unit | | Class F-I Shares |
|
| Class A-I Shares |
|
| Class E Shares |
| | Third-party Operating Partnership Class A-I Units(1) |
| | Third-party Operating Partnership Class E Units(1) |
| | Total |
| ||||||
Net asset value | | $ | 35,173 |
| | $ | 104,356 |
| | $ | 260 |
| | $ | 101,263 |
| | $ | 243 |
| | $ | 241,295 |
|
Number of outstanding shares/units | |
| 1,742 |
| |
| 5,153 |
|
|
| 13 |
| |
| 5,000 |
| |
| 12 |
| |
| 11,920 |
|
NAV per share/unit as of April 30, 2023 | | $ | 20.19 |
| | $ | 20.25 |
| | $ | 20.28 |
| | $ | 20.25 |
| | $ | 20.28 |
| | $ | 20.24 |
|
___________
Once we own more than one industrial property, we will include the key assumptions for such property type.
Consistent with our disclosure in the Prospectus regarding our NAV calculation, our investments in real estate and real estate debt are initially valued at cost. In the future, as we establish new values for our real estate investments, we will provide information on key assumptions used in the discounted cash flow methodology and a sensitivity analysis related thereto.
Our total NAV presented in the following tables includes the NAV of our Class F-I shares, Class E shares and partnership interests in the Operating Partnership held by a party other than the Company. The following table provides a breakdown of the major components of our total NAV as of April 4, 2023 ($ and shares/units in thousands):
Components of NAV | | April 4, 2023 |
| |
Investments in real estate | | $ | 49,214 |
|
Investments in real estate debt |
|
| 58,675 |
|
Cash |
|
| 132,449 |
|
Other assets | |
| 362 |
|
Other liabilities |
|
| (349 | ) |
Management fee payable |
|
| (192 | ) |
Net asset value | | $ | 240,159 |
|
Number of outstanding shares/units | |
| 11,917 |
|
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of April 4, 2023 ($ and shares/units in thousands, except per share/unit data):
NAV Per Share/Unit | | Class F-I Shares |
| | Class E shares |
| | Third-party Operating Partnership Class A-I Units(1) |
| | Third-party Operating Partnership Class E Units(1) |
| | Total |
| |||||
Net asset value | | $ | 139,042 |
| | $ | 78 |
| | $ | 100,881 |
| | $ | 158 |
| | $ | 240,159 |
|
Number of outstanding shares/units | |
| 6,905 |
| |
| 4 |
| |
| 5,000 |
| |
| 8 |
| |
| 11,917 |
|
NAV per share/unit as of April 4, 2023 | | $ | 20.14 |
| | $ | 20.21 |
| | $ | 20.18 |
| | $ | 20.21 |
| | $ | 20.15 |
|
___________
Consistent with our disclosure in the Prospectus regarding our NAV calculation, our investments in real estate and real estate debt are initially valued at cost. In the future, as we establish new values for our real estate investments, we will provide information on key assumptions used in the discounted cash flow methodology and a sensitivity analysis related thereto.
Status of Our Current Public Offering
As previously disclosed, we have registered with the Securities and Exchange Commission the offer and sale of a maximum of $5.0 billion in shares of our common stock in a continuous offering (the "Offering"). As of the date hereof, we have issued approximately 9,021,998 shares of our common stock in the Offering (consisting of approximately 6,826,196 Class A-I shares and 2,195,802 Class F-I shares; no other classes of shares were issued or sold in the Offering as of such date) for total proceeds of $181.0 million. We intend to continue selling shares in the Offering on a monthly basis.