United States securities and exchange commission logo
October 27, 2021
Stuart Rothstein
Chief Executive Officer, Apollo Commercial Real Estate Finance
Apollo Realty Income Solutions, Inc.
c/o Apollo Global Management, Inc.
9 West 57th Street, 43rd Floor
New York, New York 10019
Re: Apollo Realty
Income Solutions, Inc.
Draft Registration
Statement on Form S-11
Submitted September
30, 2021
CIK No. 0001882850
Dear Mr. Rothstein :
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-11
Cover Page
1. We note your disclosure
on page 2 that as a perpetual-life, publicly-offered REIT you may
consider a liquidity
event at any time in the future, you currently do not intend to
undertake such
consideration until seven years after you complete this offering and
you are not obligated
by your charter or otherwise to effect a liquidity event at any time.
Please revise your risk
factor bullet points on the cover page to disclose that you have no
requirement to ever
provide liquidity.
Stuart Rothstein
FirstName LastNameStuart Rothstein
Apollo Realty Income Solutions, Inc.
Comapany
October 27,NameApollo
2021 Realty Income Solutions, Inc.
October
Page 2 27, 2021 Page 2
FirstName LastName
2. Please add a risk factor bullet point here and include risk factor
disclosure in the
prospectus stating that you are a blind pool and that you have not
identified specific
investments to acquire with the proceeds of this offering.
Risk Factors, page 29
3. We note disclosure on the cover page and summary risk factors that
upon acquiring shares
in the offering, investors will experience immediate dilution in the
net tangible book value
of their investment. Please include a discussion of this risk under an
appropriate caption
in the risk factors.
Investment Objectives and Strategies, page 80
4. Given your disclosure regarding Apollo's assets under management and
experience in real
estate investing and your references to other Apollo accounts, please
provide the
disclosure referenced in Item 8 of Industry Guide 5, including any
relevant prior
performance tables, or provide us with a detailed analysis of why you
believe it is not
required. Please also refer to CF Disclosure Guidance: Topic No. 6 for
guidance.
Net Asset Value Calculation and Valuation Guidelines, page 118
5. Please provide us, on a supplemental basis, with your template for
future NAV
disclosures.
Share Repurchases, page 184
6. Please be advised that you are responsible for analyzing the
applicability of the tender
offer rules, including Rule 13e-4 and Regulation 14E, to your share
repurchase program.
We urge you to consider all the elements of your share repurchase
program in determining
whether the program is consistent with relief granted by the Division
of Corporation
Finance in prior no action letters. To the extent you are relying on
Blackstone Real Estate
Income Trust, Inc. (Letter dated September 12, 2016), Rich Uncles NNN
REIT, Inc.
(Letter dated December 21, 2016), Hines Global REIT II, Inc. (Letter
dated April 26,
2017), or Black Creek Diversified Property Fund Inc. (Letter dated
September 1, 2017)
please provide us with an analysis as to how your program is
consistent with such relief.
To the extent you have questions as to whether the program is entirely
consistent with the
relief previously granted by the Division of Corporation Finance, you
may contact the
Division s Office of Mergers and Acquisitions at 202-551-3440.
7. We note that you may conduct the share repurchase program during the
offering period of
the shares being registered under this registration statement. Please
be advised that you
are responsible for analyzing the applicability of Regulation M to
your share repurchase
program. We urge you to consider all the elements of your share
repurchase program in
determining whether the program is consistent with the class relief
granted by the Division
of Market Regulation in the class exemptive letter granted Alston &
Bird LLP dated
October 22, 2007. To the extent you have questions as to whether the
program is entirely
Stuart Rothstein
Apollo Realty Income Solutions, Inc.
October 27, 2021
Page 3
consistent with that class exemption you may contact the Division of
Trading and Markets
at 202-551-5777.
Supplemental Sales Material, page 189
8. Please submit all written sales material proposed to be transmitted to
prospective
investors, orally or in writing, including that intended for
broker-dealer use only. Please
be aware that we will need time to review such material. In addition,
note
that sales material must set forth a balanced presentation of the risks
and rewards to
investors and should not contain any information or disclosure that is
not contained in or
derived from the prospectus. For guidance, please refer to Item 19.D of
Industry Guide 5.
Please also confirm that you will continue to provide us sales material
prior to use for the
duration of the registered offering.
You may contact William Demarest at 202-551-3432 or Isaac Esquivel at
202-551-3395
if you have questions regarding comments on the financial statements and
related
matters. Please contact Ruairi Regan at 202-551-3269 or Pam Long at
202-551-3765 with any
other questions.
Sincerely,
FirstName LastNameStuart Rothstein
Division of
Corporation Finance
Comapany NameApollo Realty Income Solutions, Inc.
Office of Real
Estate & Construction
October 27, 2021 Page 3
cc: Jason D. Myers, Esq.
FirstName LastName