Cover Page
Cover Page - shares | 6 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Apollo Infrastructure Company LLC | |
Entity Central Index Key | 0001971381 | |
Entity File Number | 000-56561 | |
Entity Tax Identification Number | 92-3084689 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 9 West 57th Street | |
Entity Address, Address Line Two | 42nd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 515-3200 | |
Entity Incorporation, State or Country Code | DE | |
Class V Shares [Member] | Apollo Infrastructure Company LLC Series One [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40 | |
Class V Shares [Member] | Apollo Infrastructure Company LLC Series Two [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40 | |
Class A-II Shares [Member] | Apollo Infrastructure Company LLC Series One [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,152,720 | |
Class A-II Shares [Member] | Apollo Infrastructure Company LLC Series Two [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,397,200 |
Statements of Assets and Liabil
Statements of Assets and Liabilities | Sep. 30, 2023 USD ($) $ / shares shares |
Assets | |
Cash and cash equivalents | $ 2,036 |
Deferred offering expenses | 1,854,828 |
Due from Operating Manager | 1,340,738 |
Total assets | 3,197,602 |
Liabilities | |
Organizational expenses payable | 1,270,738 |
Offering expenses payable | 1,854,828 |
Other accrued expenses | 70,000 |
Total liabilities | 3,195,566 |
Commitments and contingencies (Note 4) | |
Net assets | |
Common Shares - Series I: V Shares, $25 par value (40 shares authorized, issued and outstanding) and Series II: V Shares, $25 par value (40 shares authorized, issued and outstanding) | 2,036 |
Net assets | $ 2,036 |
Common shares | shares | 80 |
NAV (defined below) per share | $ / shares | $ 25.45 |
Series I [Member] | |
Assets | |
Cash and cash equivalents | $ 1,019 |
Deferred offering expenses | 927,414 |
Due from Operating Manager | 670,369 |
Total assets | 1,598,802 |
Liabilities | |
Organizational expenses payable | 635,369 |
Offering expenses payable | 927,414 |
Other accrued expenses | 35,000 |
Total liabilities | 1,597,783 |
Commitments and contingencies (Note 4) | |
Net assets | |
Common Shares - Series I: V Shares, $25 par value (40 shares authorized, issued and outstanding) and Series II: V Shares, $25 par value (40 shares authorized, issued and outstanding) | 1,019 |
Net assets | $ 1,019 |
Common shares | shares | 40 |
NAV (defined below) per share | $ / shares | $ 25.48 |
Series II [Member] | |
Assets | |
Cash and cash equivalents | $ 1,017 |
Deferred offering expenses | 927,414 |
Due from Operating Manager | 670,369 |
Total assets | 1,598,800 |
Liabilities | |
Organizational expenses payable | 635,369 |
Offering expenses payable | 927,414 |
Other accrued expenses | 35,000 |
Total liabilities | 1,597,783 |
Commitments and contingencies (Note 4) | |
Net assets | |
Common Shares - Series I: V Shares, $25 par value (40 shares authorized, issued and outstanding) and Series II: V Shares, $25 par value (40 shares authorized, issued and outstanding) | 1,017 |
Net assets | $ 1,017 |
Common shares | shares | 40 |
NAV (defined below) per share | $ / shares | $ 25.43 |
Statements of Assets and Liab_2
Statements of Assets and Liabilities (Parenthetical) | Sep. 30, 2023 $ / shares shares |
Common units outstanding | 80 |
Series I [Member] | |
Common units outstanding | 40 |
Series II [Member] | |
Common units outstanding | 40 |
Class V Shares [Member] | Series I [Member] | |
Common stock par or stated value per share | $ / shares | $ 25 |
Common units authorized | 40 |
Common units issued | 40 |
Common units outstanding | 40 |
Class V Shares [Member] | Series II [Member] | |
Common stock par or stated value per share | $ / shares | $ 25 |
Common units authorized | 40 |
Common units issued | 40 |
Common units outstanding | 40 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Investment Income | ||
Interest Income | $ 19 | $ 36 |
Total Investment Income | 19 | 36 |
Expenses | ||
Organizational expenses | 182,398 | 1,270,738 |
Professional fees | 70,000 | 70,000 |
Total expenses | 252,398 | 1,340,738 |
Less: Expense Support from Operating Manager | (252,398) | (1,340,738) |
Net expenses | 0 | 0 |
Net investment income | 19 | 36 |
Series I [Member] | ||
Investment Income | ||
Interest Income | 10 | 19 |
Total Investment Income | 10 | 19 |
Expenses | ||
Organizational expenses | 91,199 | 635,369 |
Professional fees | 35,000 | 35,000 |
Total expenses | 126,199 | 670,369 |
Less: Expense Support from Operating Manager | (126,199) | (670,369) |
Net expenses | 0 | 0 |
Net investment income | 10 | 19 |
Series II [Member] | ||
Investment Income | ||
Interest Income | 9 | 17 |
Total Investment Income | 9 | 17 |
Expenses | ||
Organizational expenses | 91,199 | 635,369 |
Professional fees | 35,000 | 35,000 |
Total expenses | 126,199 | 670,369 |
Less: Expense Support from Operating Manager | (126,199) | (670,369) |
Net expenses | 0 | 0 |
Net investment income | $ 9 | $ 17 |
Organization
Organization | 6 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Apollo Infrastructure Company LLC (the “Company”) is a limited liability company that was formed in accordance with the laws of Delaware on April 3, 2023. On April 10, 2023, the Company established two registered series of limited liability company interests, Apollo Infrastructure Company LLC—Series I (“Series I”) and Apollo Infrastructure Company LLC—Series II (“Series II”). Series I and Series II are intended to be treated as separate entities for U.S. federal income tax purposes with segregated assets and liabilities. Sections 18-215(c) 18-218(c)(1) Section 18-215(b) 18-218 The Company expects to conduct a continuous private offering of its shares in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of shares sold outside of the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act). The Company is sponsored by Apollo Asset Management, Inc. (together with its subsidiaries, “Apollo”) and expects to benefit from Apollo’s infrastructure sourcing and management platform pursuant to an operating agreement the Company will enter into with Apollo Manager, LLC (the “Operating Manager”) to support the Company in managing its portfolio of Infrastructure Assets with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation for shareholders. The Company has no operations as of September 30, 2023 other than matters relating to its organization and offering and professional fees. As of September 30, 2023, the Company has issued 40 Series Principal Holdings VI, L.P., a subsidiary of Apollo Asset Management, Inc. The purchase of the Shares in a Series of the Company is an investment only in that particular Series and not an investment in the Company as a whole. V Shares have special rights and privileges, including entitling the holders thereof to the right to increase or decrease the number of directors of the Company, appoint and remove directors from the Board, and fill any vacancies on the Board. V Shares will not have economic participation in the Company. V Shares have not been and are not expected to be offered to investors other than Apollo, certain of its affiliates and employees and/or certain Apollo Clients. As of September 30, 2023, the Company had neither purchased nor contracted to purchase any assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Accounting The Company’s financial statements are prepared using the accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (ASC) 946, Financial Services – Investment Companies. Basis of Presentation Basis of Consolidation S-X Use of Estimate s Cash and Cash Equivalents Organizational and Offering Expenses Offering expenses include registration fees and legal fees regarding the preparation of the initial registration statement. Offering expenses are accounted for as deferred costs until operations begin. Offering expenses will be paid by the Operating Manager, subject to potential recoupment as described in Note 3. For continuous offerings, offering expenses are then amortized over the first twelve months of operations on a straight-line basis. Series I incurred offering expenses of $37,090 and $927,414 for three months ended September 30, 2023 and for the period from April 3, 2023 (date of formation) to September 30, 2023, respectively. Series II incurred offering expenses of $37,090 and $927,414 for three months ended September 30, 2023 and for the period from April 3, 2023 (date of formation) to September 30, 2023, respectively. Investment Income Investments, At Fair Value its Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes. Assets and liabilities recorded at fair value on the Statement of Assets and Liabilities are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows: Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. Level 3 — Inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and an adjustment to the transactions or quoted prices may be necessary to estimate fair value. Income Taxes Series II intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code and not a publicly traded partnership treated as a corporation. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that Series II will not meet the qualifying income exception, which would result in Series II being treated as a publicly traded partnership taxed as a corporation, rather than a partnership. If Series II does not meet the qualifying income exception, the holders of interests in Series II would then be treated as shareholders in a corporation, and Series II would become taxable as a corporation for U.S. federal income tax purposes. Series II would be required to pay income tax at corporate rates on its net taxable income. In addition, Series II intends to operate, in part, through subsidiaries that may be treated as corporations for U.S. and non-U.S. Calculation of NAV |
Related Party Considerations
Related Party Considerations | 6 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Considerations | 3. Related Party Considerations Operating Agreement The Company intends to enter into an operating agreement with the Operating Manager (the “Operating Agreement”). Pursuant to the Operating Agreement, the Operating Manager is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making recommendations to the Company’s board of directors (the “Board”) related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations. The Operating Manager or an affiliate may rebate, waive or reduce the management fee charged to certain shareholders at the sole discretion of the Operating Manager or such affiliate. Any such rebate, waiver or reduction may be effected either by way of purchase of additional Shares by the Operating Manager or such affiliate for the shareholder or by way of rebate to the relevant shareholder’s account. Company Expense Support and Conditional Reimbursement of the Operating Manager The Operating Manager may elect to pay certain of our expenses, including certain Organizational and Offering Expenses on our behalf (each, an “Expense Support”). It is expected that following any calendar month in which the Specified Expenses are below 0.60% of the Company’s net assets on an annualized basis, the Company shall reimburse the Operating Manager, fully or partially, for the Expense Supports, but only if and to the extent that Specified Expenses plus any “Reimbursement Payments” (defined below) do not exceed 0.60% of the Company’s net assets at the end of each calendar month on an annualized basis, until such time as all Expense Supports made by the Operating Manager to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company in the prior sentence shall be referred to herein as a “Reimbursement Payment.” “Specified Expenses” is defined to include all expenses incurred in the business of the Company with the exception of (i) the Management Fee, (ii) the Performance Fee, (iii) the combined annual distribution fees and shareholder servicing fees, (iv) the dealer manager fees (including selling commissions), (v) Infrastructure Asset related expenses, (vi) interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company; (vii) taxes; (viii) certain insurance costs, (ix) Organizational and Offering Expenses; (x) certain non-routine |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies The Company was not subject to any litigation nor was the Company aware of any material litigation threatened against it. Indemnifications Under the Company’s LLC Agreement and organizational documents, its members of the Board, the Operating Manager, Apollo, and their respective affiliates, directors, officers, representatives, agents and employees are indemnified against all liabilities unless these persons’ actions constitute actual fraud or willful misconduct. In the normal course of business, the Company enters into contracts that contain a variety of representations and that provide general indemnifications. The Company’s maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Company. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 5. Subsequent Events Management has evaluated subsequent events through November 14, 2023, the date these financial statements were available to be issued, and determined to disclose the following subsequent events and transactions. The Company entered into the operating agreement with the Operating Manager on October 31, 2023. On November 1, 2023, the Company’s shareholders, sole member and operating manager executed the Company’s Third Amended and Restated Limited Liability Company Agreement, which amended and restated the Company’s Second Amended and Restated Limited Liability Company Agreement, dated as of April 12, 2023. As of November 14, 2023, the Company has issued and sold the Type Number of Shares Sold Aggregate Consideration Series I A-II Shares 1,152,720 $ 28,818,000 Series II A-II Shares 5,397,200 $ 134,930,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The Company’s financial statements are prepared using the accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (ASC) 946, Financial Services – Investment Companies. |
Basis of Presentation | Basis of Presentation |
Basis of Consolidation | Basis of Consolidation S-X |
Use of Estimates | Use of Estimate s |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Organizational and Offering Expenses | Organizational and Offering Expenses Offering expenses include registration fees and legal fees regarding the preparation of the initial registration statement. Offering expenses are accounted for as deferred costs until operations begin. Offering expenses will be paid by the Operating Manager, subject to potential recoupment as described in Note 3. For continuous offerings, offering expenses are then amortized over the first twelve months of operations on a straight-line basis. Series I incurred offering expenses of $37,090 and $927,414 for three months ended September 30, 2023 and for the period from April 3, 2023 (date of formation) to September 30, 2023, respectively. Series II incurred offering expenses of $37,090 and $927,414 for three months ended September 30, 2023 and for the period from April 3, 2023 (date of formation) to September 30, 2023, respectively. |
Investment Income | Investment Income |
Investments, At Fair Value | Investments, At Fair Value its Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes. Assets and liabilities recorded at fair value on the Statement of Assets and Liabilities are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows: Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. Level 3 — Inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and an adjustment to the transactions or quoted prices may be necessary to estimate fair value. |
Income Taxes | Income Taxes Series II intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code and not a publicly traded partnership treated as a corporation. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that Series II will not meet the qualifying income exception, which would result in Series II being treated as a publicly traded partnership taxed as a corporation, rather than a partnership. If Series II does not meet the qualifying income exception, the holders of interests in Series II would then be treated as shareholders in a corporation, and Series II would become taxable as a corporation for U.S. federal income tax purposes. Series II would be required to pay income tax at corporate rates on its net taxable income. In addition, Series II intends to operate, in part, through subsidiaries that may be treated as corporations for U.S. and non-U.S. |
Calculation of NAV | Calculation of NAV |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Schedule of Subsequent Events | As of November 14, 2023, the Company has issued and sold the Type Number of Shares Sold Aggregate Consideration Series I A-II Shares 1,152,720 $ 28,818,000 Series II A-II Shares 5,397,200 $ 134,930,000 |
Organization - Additional infor
Organization - Additional information (Detail) - Class V Shares [Member] | Sep. 30, 2023 USD ($) shares |
Series I [Member] | |
Nature of Operations [Line Items] | |
Common units issued | 40 |
Series II [Member] | |
Nature of Operations [Line Items] | |
Common units issued | 40 |
Apollo Principal Holdings VI, L.P. [Member] | Series I [Member] | |
Nature of Operations [Line Items] | |
Common units issued | 40 |
Common units issuance value | $ | $ 1,000 |
Apollo Principal Holdings VI, L.P. [Member] | Series II [Member] | |
Nature of Operations [Line Items] | |
Common units issued | 40 |
Common units issuance value | $ | $ 1,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Accounting Policies [Line Items] | ||
Organizational expenses | $ 182,398 | $ 1,270,738 |
Series I [Member] | ||
Accounting Policies [Line Items] | ||
Organizational expenses | 91,199 | 635,369 |
Offering costs incurred but not paid | 37,090 | 927,414 |
Deferred tax liability | 0 | 0 |
Series II [Member] | ||
Accounting Policies [Line Items] | ||
Organizational expenses | 91,199 | 635,369 |
Offering costs incurred but not paid | $ 37,090 | $ 927,414 |
Related Party Considerations -
Related Party Considerations - Additional information (Detail) - Operating Agreement [Member] | 6 Months Ended |
Sep. 30, 2023 | |
Related Party Transaction [Line Items] | |
Specified expenses as a percentage of net assets maximum | 0.60% |
Specified expenses and reimbursement as a percentage of net assets maximum for payment to manager | 0.60% |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Subsequent Events (Detail) - Subsequent Event [Member] - Class A-II Shares [Member] | Nov. 14, 2023 USD ($) shares |
Series I [Member] | |
Subsequent Event [Line Items] | |
Number of Shares Sold | shares | 1,152,720 |
Aggregate Consideration | $ | $ 28,818,000 |
Series II [Member] | |
Subsequent Event [Line Items] | |
Number of Shares Sold | shares | 5,397,200 |
Aggregate Consideration | $ | $ 134,930,000 |