| Item 1.01 | Entry into a Material Definitive Agreement. |
Operating Agreement
On October 25, 2024, Apollo Asset Backed Credit Company LLC (the “Company”) entered into a Second Amended and Restated Operating Agreement (the “Second A&R Operating Agreement”) with Apollo Manager, LLC (the “Manager”), which amended and restated the Company’s Amended and Restated Operating Agreement, dated as of June 28, 2024. The amendment and restatement effects certain changes, including the addition of T-S Shares and T-I Shares (which shares are described further in Item 5.03 of this Current Report on Form 8-K).
The Manager is a wholly-owned subsidiary of Apollo Asset Management, Inc. (together with its subsidiaries, “Apollo”) and an affiliate of the Company.
The foregoing summary description of the Second A&R Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the Second A&R Operating Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Dealer Manager Agreement
On October 25, 2024, the Company entered into a Second Amended and Restated Dealer Manager Agreement (“Second A&R Dealer Manager Agreement”) with Apollo Global Securities, LLC (the “Dealer Manager”), an affiliate of Apollo and the Company, to account for the authorization and the addition of T-S Shares and T-I Shares (which shares are described further in Item 5.03 of this Current Report on Form 8-K).
The foregoing summary description of the Second A&R Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the Second A&R Dealer Manager Agreement, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
On October 25, 2024, the Company executed its Third Amended and Restated Limited Liability Company Agreement (the “Third A&R LLCA”), which amended and restated the Company’s Second Amended and Restated Limited Liability Company Agreement, dated as of June 28, 2024.
The amendment and restatement effects certain changes, including the addition of T-S Shares and T-I Shares (together, the “T Shares”), as described in further detail below.
T Shares
T Shares are being offered to clients of certain intermediaries designated in the Company’s sole discretion.
T Shares have equal rights and privileges with the Company’s S Shares, I Shares, P-S Shares, P-I Shares, F-S Shares, F-I Shares, A-I Shares, A-II Shares and E Shares, except that S Shares, F-S Shares, P-S Shares and T-S Shares pay a sales load, may be subject to a dealer manager fee, and pay an annual distribution fee and a shareholder servicing fee; I Shares, F-I Shares, A-I Shares, A-II Shares, E Shares, P-I Shares and T-I Shares do not pay a sales load, dealer manager fees or distribution fees or servicing fees; and as compared to the aforementioned share types, T Shares, P Shares, F-S Shares, F-I Shares, A-I Shares, A-II Shares and E Shares pay a lower or no management fee, as applicable.
T Shares pay a lower management fee rate insofar as T Shares will not be subject to a management fee for the first six months after the initial closing of third-party capital through a T Share intermediary and, thereafter, will be subject to the same management fee as P Shares, which benefit from a similar six month grace period with respect to management fees, S Shares and I Shares.
