Apollo Infrastructure 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

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