Apollo Asset Backed Credit Co. LLC

11/14/2025 | Press release | Distributed by Public on 11/14/2025 05:09

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report"). In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in "Item 1A. Risk Factors" in our Annual Report.

Overview

Apollo Asset Backed Credit Company LLC ("the Company") was formed as a Delaware limited liability company on September 22, 2023. The Company commenced operations on May 3, 2024 and was formed to acquire, control and manage large, diversified pools of hard assets and/or contracted cash flows, further enhanced by platform equity investments ("Asset-Backed Finance Assets") globally. The Company formed separate Series pursuant to Sections 18-215(c) and 18-218(c)(1) of the Delaware Limited Liability Company Act (as amended from time to time, the "LLC Act"), and although the IRS has only issued proposed regulations relating to series entities, each Series is intended to be treated as a separate entity for U.S. federal income tax purposes. Although the Series are separate legal entities, they are expected to invest, directly or indirectly, in the same Asset-Backed Finance Assets on a pro ratabasis, with equal voting rights with respect thereto. While it is the Company's intention that the Series will generally hold pro rataeconomic interests in each Asset-Backed Finance Asset, such economic interests may not be pro ratain all instances. The Company expects that deviations from this pro rataholding intention would be a result of cash flows into the Series and different tax obligations between the Series. The Series will conduct the business of the Company jointly and although they have the ability and intention to contract in their own names, they expect to do so jointly and in coordination with one another. Each Series is overseen by the Company's Board of Directors (the "Board") and managed by Apollo Manager, LLC (the "Operating Manager"). As a Delaware limited liability company with two different series, to the extent the records maintained for a Series account for the assets associated with a Series separately from the assets of the Company or any other Series, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such Series are segregated and enforceable only against the assets of such Series and not the assets of the Company generally or of any other Series, as provided under Delaware law. Each of Series I and Series II is intended to be treated as a separate entity for U.S. federal income tax purposes. Series I has elected to be treated as a corporation for U.S. federal income tax purposes and Series II is intended to be treated as a partnership for U.S. federal income tax purposes. The state tax treatment of a limited liability company, and of different series in a series limited liability company, depends on the laws of each state. Although there is no direct authority on point, we generally expect that the vast majority of states will follow the U.S. federal tax treatment. However, it is possible that a state may classify Series I and/or Series II differently than the IRS does for U.S. federal income tax purposes. The state tax treatment of a series limited liability company depends on the laws of each state, and it is possible that a particular state may treat Series I and Series II as a single entity for state tax purposes or may treat Series I or Series II as separate entities but classified differently than the IRS does for U.S. federal income tax purposes.

Consistent with Apollo's broader approach to investing, the Company pursues a disciplined, value-oriented approach to building a portfolio of Asset-Backed Finance Assets. The Company deploys capital across a spectrum of Asset-Backed Finance Assets to maximize relative value and generate attractive risk-adjusted rates of return in all market environments. None of Apollo's results can be attributed to the Company and there is no guarantee of similar results for the Company.

The Company employs an acquisition approach centered around Asset-Backed Finance Assets across six key pillars: (1) consumer finance, (2) residential mortgage loans, (3) commercial real estate, (4) financial assets, (5) hard assets and (6) Capital Solutions. We believe we can focus on where the best risk-adjusted opportunities lie at any given point in time and consistently execute on compelling opportunities at attractive valuations.

We fund, finance and structure Asset-Backed Finance Assets across our six key pillars. We rely on Apollo Asset Management, Inc.'s (together with its subsidiaries, "Apollo") asset-backed finance platform to source and manage these Asset-Backed Finance Assets. Our executive officers, with the assistance of our Operating Manager, are responsible for making capital allocation decisions proposed by the Operating Manager and overseeing the management of the Company.

We are conducting a continuous private offering of our shares on a monthly basis to (i) accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) and (ii) in the case of shares sold outside the United States, to persons that are not "U.S. persons" (as defined in Regulation S under the Securities Act) in reliance on exemptions from the registration requirements of the Securities Act (the "Private Offering"). We currently offer ten types of Investor Shares in Series I and eleven types of Investor Shares in Series II. For Series I, these are: S Shares, I Shares, T-S Shares, T-I Shares, P-S Shares, P-I Shares, F-S Shares, F-I Shares, A-I Shares and A-II Shares (collectively, the "Series I Investor Shares"). For Series II, there are: S Shares, I Shares, T-S Shares, T-I Shares, P-S Shares, P-I Shares, F-S Shares, F-I Shares, BD Shares, A-I Shares and A-II Shares (collectively,

the "Series II Investor Shares" and, together with the Series I Investor Shares, (the "Investor Shares")). We may offer additional types of Investor Shares in the future. The share types have different upfront selling commissions and ongoing distribution and shareholder servicing fees.

Basis of Presentation

Our financial statements are prepared in accordance with U.S. GAAP, which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Our financial statements are prepared using the accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial Services-Investment Companies ("ASC Topic 946").

Results of Operations

We are dependent upon the proceeds from our continuous Private Offering in order to conduct our business. We intend to continue to acquire Asset-Backed Finance Assets with the capital received from our continuous Private Offering and any indebtedness that we may incur in connection with such activities.

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Revenues

We generate revenues primarily from the management of our Asset-Backed Finance Assets held through our subsidiaries and to a lesser extent strategic opportunities in Asset-Backed Finance Assets, which may consist of interest income, net realized gains or losses and net change in unrealized appreciation or depreciation of Asset-Backed Finance Assets.

For the three months ended September 30, 2025, Series I, Series II and the Company generated revenues of $6,201, $22,108 and $28,309, respectively, which includes interest income of $2,517, $8,990 and $11,507, respectively, dividend income of $1,002, $3,560 and $4,562, respectively, $2,845, $10,437 and $13,282 of net change in unrealized appreciation/(depreciation), respectively, and $(163), $(879) and $(1,042) of net realized gains/(losses), respectively, on Asset-Backed Finance Assets and derivatives over the period. Such revenues were generated from our Asset-Backed Finance Assets, fixed income and debt assets.

For the nine months ended September 30, 2025, Series I, Series II and the Company generated revenues of $12,878, $41,853 and $54,731, respectively, which includes interest income of $5,945, $19,361 and $25,306, respectively, dividend income of $2,127, $6,924 and $9,051, respectively, $4,966, $16,593 and $21,559 of net change in unrealized appreciation/(depreciation), respectively, and $(160), $(1,025) and $(1,185) of net realized gains/(losses), respectively, on Asset-Backed Finance Assets and derivatives over the period. Such revenues were generated from our Asset-Backed Finance Assets, fixed income and debt assets.

For the three months ended September 30, 2024, Series I, Series II and the Company generated revenues of $256, $1,344 and $1,600, respectively, which includes interest income of $234, $1,186 and $1,420, respectively, dividend income of $-, $- and $-, respectively, $(5), $13 and $8 of net change in unrealized appreciation/(depreciation), respectively, and $27, $145 and $172 of net realized gains/(losses), respectively, on Asset-Backed Finance Assets and derivatives over the period. Such revenues were generated from our Asset-Backed Finance Assets.

For the nine months ended September 30, 2024, Series I, Series II and the Company generated revenues of $256, $1,629 and $1,885, respectively, which includes interest income of $234, $1,511 and $1,745, respectively, dividend income of $-, $- and $-, respectively, $(5), $(27) and $(32) of net change in unrealized appreciation/(depreciation), respectively, and $27, $145 and $172 of net realized gains/(losses), respectively, on Asset-Backed Finance Assets and derivatives over the period. Such revenues were generated from our Asset-Backed Finance Assets.

For the three months ended September 30, 2025, Series I revenues increased by $2,402, consisting of an increase of $506 of interest income, $128 of dividend income, $2,042 of net change in unrealized appreciation/(depreciation) and $(274) of net realized gains/(losses). Series II revenues increased by $11,011, consisting of an increase of $3,011 of interest income, $953 of dividend income, $8,143 of net change in unrealized appreciation/(depreciation) and $(1,096) of net realized gains/(losses). The Company revenues increased by $13,413, consisting of an increase of $3,517 of interest income, $1,081 of dividend income, $10,185 of net change in unrealized appreciation/(depreciation) and $(1,370) of net realized gains/(losses). The net increases were due to the acquisition of asset-backed finance assets, fixed income and debt assets subsequent to June 30, 2025, that are generating revenue.

For the nine months ended September 30, 2025, Series I revenues increased by $6,201, consisting of an increase of $2,517 of interest income, $1,002 of dividend income, $2,845 of net change in unrealized appreciation/(depreciation) and $(163) of net realized gains/(losses). Series II revenues increased by $22,108, consisting of an increase of $8,990 of interest income, $3,560 of

dividend income, $10,437 of net change in unrealized appreciation/(depreciation) and $(879) of net realized gains/(losses). The Company revenues increased by $28,309, consisting of an increase of $11,507 of interest income, $4,562 of dividend income, $13,282 of net change in unrealized appreciation/(depreciation) and $(1,042) of net realized gains/(losses). The net increases were due to the acquisition of asset-backed finance assets, fixed income and debt assets subsequent to June 30, 2025, that are generating revenue.

Expenses

The below description of expenses applies with respect to each Series and is the same for each Series unless otherwise indicated.

Management Fee

Pursuant to the second amended and restated operating agreement entered into with the Operating Manager on October 25, 2024 ("Operating Agreement"), the Operating Manager is entitled to receive a management fee ("Management Fee"). The Management Fee is payable monthly in arrears in an amount equal to (i) 1.00% per annum of the month-end NAV attributable to S Shares and I Shares, (ii) 0.85% per annum of the month-end NAV attributable to the Founder Shares, (iii) 1.00% per annum of the month-end NAV attributable to the T-S Shares and T-I Shares commencing November 1, 2025, (iv) 1.00% per annum of the month-end NAV attributable to the P-S Shares and P-I Shares commencing November 1, 2025, (v) 1.00% per annum of the month-end NAV attributable to the BD Shares commencing November 1, 2025, (vi) 0.80% per annum of the month-end NAV attributable to the A-I Shares from inception through December 31, 2027 and 0.85% per annum of the month-end NAV attributable to the A-I Shares thereafter and (vii) 0.75% per annum of the month-end NAV attributable to the A-II Shares; provided, that this Management Fee will be reduced by any applicable Special Fees; provided, however, that this Management Fee will not be reduced for any Other Fees. In calculating the Management Fee, we will use our NAV before giving effect to accruals for the Management Fee, Performance Fee, combined annual distribution fee and shareholder servicing fee or distributions payable on our Shares. We do not pay the Operating Manager a Management Fee on the Apollo Shares, and as a result, it is an expense specific only to Investor Shares at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares and will result in differences in NAV among the types of Shares. For the three months ended September 30, 2025, the Operating Manager earned Management Fees of $252, $690 and $942 for Series I, Series II and the Company, respectively. For the nine months ended September 30, 2025, the Operating Manager earned Management Fees of $517, $1,365 and $1,882 for Series I, Series II and the Company, respectively. For the three months ended September 30, 2024, the Operating Manager earned Management Fees of $23, $35 and $58 for Series I, Series II and the Company, respectively. For the nine months ended September 30, 2024, the Operating Manager earned Management Fees of $23, $35 and $58 for Series I, Series II and the Company, respectively.

Management Fees increased by $92, $279 and $371 for Series I, Series II and the Company, respectively, for the three months ended September 30, 2025. Management Fees increased by $252, $690 and $942 for Series I, Series II and the Company, respectively, for the nine months ended September 30, 2025. The increase was due to an increase in net asset value subsequent to June 30, 2025, which was primarily driven by capital raises and revenue generated from the Asset backed Finance assets, fixed income and debt assets.

As of July 31, 2025, the Company indirectly invested $38,000 into the equity of RRH, which is an affiliate of Operating Manager. RRH pays management, credit research, and administrative fees, plus a special allocation (performance fee) to Apollo and its affiliates. The Operating Manager has reduced Management Fees payable by the Company through a reduction in the net asset value used to calculate the Management Fee equivalent to the fair value of the Company's investment in RRH.

Selling Commissions and Ongoing Distribution and Servicing Fees

Apollo Global Securities, LLC (the "Dealer Manager" or "AGS") is entitled to receive selling commissions of up to 3.0%, and dealer manager fees of up to 0.5%, of the transaction price of each S Share, F-S Share, T-S Share and P-S Share. Any participating broker-dealers are compensated from such amounts by reallowance from the Dealer Manager; providedthat the sum of such reallowed amounts and the selling commissions do not exceed 3.5% of the transaction price. The Dealer Manager will receive a combined annual distribution fee and shareholder servicing fee of 0.85% per annum of the aggregate NAV of the Company's outstanding S Shares, T-S Shares and F-S Shares and 0.25% per annum of the aggregate NAV of the Company's outstanding P-S Shares. There will not be a combined annual distribution fee and shareholder servicing fee, upfront selling commission or dealer manager fee with respect to the Anchor Shares, I Shares, P-I Shares, F-I Shares or BD Shares, which will result in differences in NAV from the types of Shares that do bear such fees. The Dealer Manager anticipates that all or a portion of selling commissions and dealer manager fees will be reallowed to participating broker-dealers.

Apollo Shares will not incur any upfront selling costs or ongoing servicing costs.

For the three months ended September 30, 2025, Series I, Series II and the Company incurred annual distribution fees and shareholder servicing fees of $114, $246 and $360, respectively. For the nine months ended September 30, 2025, Series I, Series II and the Company incurred annual distribution fees and shareholder servicing fees of $254, $513 and $767, respectively. For the three months ended September 30, 2024, Series I, Series II and the Company incurred annual distribution fees and shareholder servicing fees of $-, $- and $-, respectively. For the nine months ended September 30, 2024, Series I, Series II and the Company incurred annual distribution fees and shareholder servicing fees of $-, $- and $-, respectively.

Annual distribution fees and shareholder servicing fees increased by $29, $65 and $94 for Series I, Series II and the Company, respectively, for the three months ended September 30, 2025. Annual distribution fees and shareholder servicing fees increased by $114, $246 and $360 for Series I, Series II and the Company, respectively, for the nine months ended September 30, 2025. The increase was due to an increase in capital activity subsequent to September 30, 2024.

Special Fees

100% of any net consulting (including management consulting) or monitoring fees (including any early termination fee or acceleration of any such management consulting fee on a one-time basis that is approved by the Board), break-up fees (including, if applicable, the portion thereof described in the Annual Report under "Item 1A. Risk Factors-Additional Risks Related to the Operation of the Company Generally-Our business may be affected by offering Co-Investments or opportunities to provide debt financing to any person"), directors' fees, closing fees and merger and acquisition transaction advisory services fees related to the negotiation of the structuring of an Asset-Backed Finance Asset (other than debt investments or investments with respect to which Apollo does not exercise direct control with respect to the decision to engage the services giving rise to the relevant fees, costs and expenses) and similar fees (including bridge financing fees), whether in cash or in kind, including options, warrants and other non-cash consideration paid to the Operating Manager or any of its affiliates or any employees of the foregoing in connection with actual or contemplated acquisitions or investments (and allocable to the Company) (collectively, "Special Fees") that are allocable to those shareholders who bear Management Fees, will be applied to reduce the Management Fees paid by such Management Fee-bearing shareholders. As such, the portion of such Special Fees attributable to Apollo's investment or to the investments of shareholders that do not pay Management Fees will be retained by Apollo. In practice, the only fees that are expected to be accrued and would be paid and treated as Special Fees are mergers and acquisition transaction fees payable in connection with an acquisition and management consulting fees payable thereafter.

For both the three and nine months ended September 30, 2025, there were no Special Fees allocable to the Company that were received by an affiliate of the Operating Manager.

For both the three and nine months ended September 30, 2024, there were no Special Fees allocable to the Company that were received by an affiliate of the Operating Manager.

Performance Fee

So long as the Operating Agreement has not been terminated, the Operating Manager is entitled to receive a Performance Fee equal to (i) 10.0% of the Total Return (as defined below) with respect to S Shares, I Shares, P-S Shares, P-I Shares, T-S Shares, T-I Shares or BD Shares (ii) 7.5% of the Total Return with respect to F-S Shares or F-I Shares, (iii) 5.0% of the Total Return from inception through December 31, 2027 and 7.5% thereafter with respect to A-I Shares and (iv) 5.0% of the Total Return with respect to A-II Shares, in each case, subject to a 5.0% Hurdle Amount and a High Water Mark with respect to such type of Shares, with a Catch-Up (each term as defined below) (the "Performance Fee"). Such fee will be paid annually and accrue monthly. The Performance Fee is not paid on E Shares and V Shares of Series I and Series II (collectively, the "Apollo Shares"), and as a result, it is an expense specific only to Investor Shares at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares and will result in differences in NAV among the types of Shares.

Specifically, the Operating Manager will be entitled to receive a Performance Fee in an amount equal to:

First, if the Total Return with respect to S Shares, I Shares, T-S Shares, T-I Shares, P-S Shares, P-I Shares, F-S Shares, F-I Shares, BD Shares, A-I Shares and A-II Shares for the applicable period exceeds the sum, with respect to such relevant type of Shares, of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (as defined below) (any such excess, "Excess Profits"), 100% of such Excess Profits until the total amount allocated to the Operating Manager with respect to such type of Shares equals 10.0% (with respect to S Shares, I Shares, T-S Shares, T-I Shares, P-S Shares, P-I Shares or BD Shares), 7.5% (with respect to F-S Shares or F-I Shares), 5.0% from inception through December 31, 2027 and 7.5% thereafter (with respect to A-I Shares) and 5.0% (with respect to A-II Shares) of the sum of (x) the Hurdle Amount with respect to such type of Shares for that period and (y) any
amount allocated to the Operating Manager with respect to such type of Shares pursuant to this clause (this is commonly referred to as a "Catch-Up"); and
Second, to the extent there are remaining Excess Profits (i) with respect to S Shares, I Shares, T-S Shares, T-I Shares, P-S Shares, P-I Shares or BD Shares, 10.0% of such remaining Excess Profits, (ii) with respect to F-S Shares or F-I Shares, 7.5% of such remaining Excess Profits, (iii) 5.0% from inception through December 31, 2027 and 7.5% thereafter with respect of A-I Shares and (iv) 5.0% with respect to A-II Shares.

"Total Return" with respect to any Shares for any period since the end of the prior calendar year shall equal the sum of:

(i)
all distributions accrued or paid (without duplication) on such Shares plus; and
(ii)
the change in aggregate NAV of such Shares since the beginning of the year, before giving effect to (w) applicable taxes for the year, (x) changes resulting solely from the proceeds of issuances of additional Shares, (y) any fee/accrual to the Performance Fee and (z) applicable combined annual distribution fee and shareholder servicing fee expenses (including any payments made to us for payment of such expenses) allocable to such Shares.

For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the NAV of any relevant Shares issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Shares.

"Hurdle Amount" with respect to any Shares means, for any period during a calendar year, that amount that results in a 5.0% annualized internal rate of return on the NAV of such Shares outstanding at the beginning of the then-current calendar year and such Shares issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such Shares and all issuances of any such Shares over the period and calculated in accordance with recognized industry practices. The ending NAV of such Shares used in calculating the internal rate of return will be calculated before giving effect to any fee/accrual to the Performance Fee and applicable combined annual distribution fee and shareholder servicing fee expenses and applicable taxes; provided that the calculation of the Hurdle Amount for any period will exclude any such Shares repurchased during such period, which Shares will be subject to the Performance Fee upon repurchase.

"Loss Carryforward Amount" with respect to any Shares shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return with respect to such Shares and decrease by any positive annual Total Return with respect to such Shares; provided that each Loss Carryforward Amount shall at no time be less than zero; provided, further, that the calculation of each Loss Carryforward Amount will exclude the Total Return related to any relevant Shares repurchased during such year, which Shares will be subject to the Performance Fee upon repurchase. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the Operating Manager's Performance Fee. This is referred to as a "High Water Mark."

For the three months ended September 30, 2025, the Operating Manager accrued Performance Fees of $431, $1,534 and $1,965 for Series I, Series II and the Company, respectively. For the nine months ended September 30, 2025, the Operating Manager accrued Performance Fees of $903, $2,788 and $3,691 for Series I, Series II and the Company, respectively. For the three months ended September 30, 2024, the Operating Manager accrued Performance Fees of $10, $18 and $28 for Series I, Series II and the Company, respectively. For the nine months ended September 30, 2024, the Operating Manager accrued Performance Fees of $10, $18 and $28 for Series I, Series II and the Company, respectively. For the quarter ended September 30, 2025, the Company has paid $9 of accrued Performance Fees.

Performance Fees earned by the Operating Manager increased by $166, $816 and $982 for Series I, Series II and the Company, respectively, for the three months ended September 30, 2025. Performance Fees earned by the Operating Manager increased by $431, $1,534 and $1,965 for Series I, Series II and the Company, respectively, for the nine months ended September 30, 2025. The increases were due to an increase in the revenues from the asset-backed finance assets, fixed income and debt assets.

As of July 31, 2025, the Company indirectly invested $38,000 into the equity of RRH, which is an affiliate of the Operating Manager. RRH pays management, credit research, and administrative fees, plus a special allocation (performance fee) to Apollo and its affiliates. As a result, the Operating Manager has reduced the Performance Fees payable by the Company through a reduction in the Total Return used to calculate the Performance Fee equivalent to the Company's profit from its investment in RRH.

Other Fees

From time to time, the Operating Manager or its affiliates (including Atlas Securitized Products, other service providers affiliated with Apollo and other affiliates and portfolio companies of Apollo, Athene and other Apollo Clients (collectively, "Affiliated Service Providers")) provide services to certain persons or entities, including the Company and the Series, potential and existing Asset-Backed Finance Assets (including with respect to the Company's acquisitions thereof). For example, an insurance company owned by an Apollo Client and/or alternative investment vehicles, could provide insurance products and services to the Company. Fees are retained by, and for the benefit of, the Operating Manager and/or such affiliates and Affiliated Service Providers, and are in most instances not applied to reduce the Management Fee.

For the avoidance of doubt, an Asset-Backed Finance Asset may, on such terms as such Asset-Backed Finance Asset determines to be in its best interest, provide services to another Asset-Backed Finance Asset or Apollo Client (or receive services from another Asset-Backed Finance Asset or Apollo Client), and may pay or receive related compensation, without the approval of the Board or any investor of the Company.

"Other Fees" means:

(i)
fees, costs and expenses that comprise or constitute Organizational and Offering Expenses or Operating Expenses (defined below);
(ii)
salary, fees, expenses or other compensation of any nature paid by an Asset-Backed Finance Asset to any individual (or to the Operating Manager or any of its affiliates with respect to such individual) who acts as an officer of, or in an active management role at, such Asset-Backed Finance Asset (including industry executives, advisors, consultants (including operating consultants and sourcing consultants)), operating executives, subject matter experts or other persons acting in a similar capacity engaged or employed by Apollo;
(iii)
without limiting the foregoing items (i) and (ii), fees, costs or expenses paid to or in respect of Apollo or any industry executives, advisors, consultants (including operating consultants and sourcing consultants), operating executives, subject matter experts or other persons acting in a similar capacity who provide services to the Company or its Asset-Backed Finance Assets (including allocable overhead or other amounts or compensation of Apollo, including all costs and expenses on account of compensation and benefits of its employees);
(iv)
payments, fees, costs, expenses and other liabilities, allocable overhead or other amounts or compensation (such as arranger, brokerage, placement, syndication, solicitation, underwriting, agency, origination, sourcing, group purchasing, structuring, collateral management, special purpose vehicle (including any special purpose vehicle of an Asset-Backed Finance Asset), capital markets syndication and advisory fees (including underwriting and debt advisory fees) or subsidiary management or administration, operation, asset service, advisory, commitment, facility, float, insurance or other fees, discounts, retainers, spreads, commissions and concessions or other fees associated with the effectuation of any securities or financing transactions, but not merger and acquisition transaction advisory services fees related to the negotiation of the acquisition of an Asset-Backed Finance Asset) earned by or paid (whether in cash or in kind) to an Affiliated Service Provider, or another person with respect to services rendered by such Affiliated Service Provider or other person; providedthat if such Affiliated Service Provider is engaged in the relevant activity or service on a for-profit basis, as determined by the Operating Manager in good faith, then, unless approved by the Board, the applicable fees paid to it for such services will be on terms as determined by the Operating Manager which the Operating Manager determines are not materially less favorable to the Company or the applicable Asset-Backed Finance Asset than the fees that could be paid to a third party with commensurate skill, expertise or experience (to the extent applicable), in each case, as determined by the Operating Manager in good faith;
(v)
amounts earned by or for the account of any Apollo Client (directly or indirectly through an expense offset mechanism);
(vi)
fees, costs and expenses for any and all services whatsoever (including merger and acquisition transaction advisory services fees related to the negotiation of the structuring of an investment) paid or otherwise borne by any Asset-Backed Finance Asset or issuer of any securities or other financial instruments that constitute debt opportunities or opportunities with respect to which the Operating Manager does not exercise control with respect to the decision to engage the services giving rise to such fees, costs and expenses;
(vii)
fees, costs and expenses or other amounts or compensation earned by any person or otherwise borne with respect to Asset-Backed Finance Assets or transactions that are otherwise consented to or approved by a committee of the Board's independent directors; it being understood that in connection with obtaining such consent or approval, the Operating
Manager will furnish or make available to the Board all material information, then actually known and available to the Operating Manager, that the Operating Manager determines in good faith is reasonably necessary for the Board to provide such consent or approval on a reasonably informed basis;
(viii)
any fees, costs or expenses paid to any Affiliated Service Provider, including where such fees, costs or expenses are structured as a performance fee;
(ix)
fees, costs and expenses or other amounts or compensation (including management fees, operating expenses and performance fees) earned by any person or otherwise borne with respect to Asset-Backed Finance Assets managed by the Operating Manager or any of its affiliates that are acquired by the Company in the secondary market; and
(x)
any fees, costs or expenses determined by the Operating Manager in good faith to be similar in nature to any of the foregoing.

Organizational and Offering Expenses

The Company and the Series incurred and may continue to incur organizational and offering expenses in connection with the formation and organization of the Company and the Series, and the offering of shares to investors, including legal, accounting, printing, mailing and filing fees and expenses, taxes, due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design, website and electronic database expenses, fees and expenses of our escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and reimbursements for customary travel, lodging and meals and other similar fees, costs and expenses but excluding upfront selling commissions, dealer manager fees and the combined annual distribution fees and shareholder servicing fees (collectively, the "Organizational and Offering Expenses").

Series I, Series II and the Company incurred organizational expense of $-, $- and $-, respectively, for the three months ended September 30, 2025. Series I, Series II and the Company incurred organizational expense of $25, $77 and $102, respectively, for the nine months ended September 30, 2025.

Series I, Series II and the Company incurred organizational expense of $3, $22 and $25, respectively, for the three months ended September 30, 2024.

Series I, Series II and the Company incurred organizational expense of $(311), $1,210 and $899, respectively, for the nine months ended September 30, 2024.

Series I, Series II and the Company amortized offering expenses of $35, $125 and $160, respectively, for the three months ended September 30, 2025. Series I, Series II and the Company amortized offering expenses of $115, $365 and $480, respectively, for the nine months ended September 30, 2025. The remaining amounts are deferred and reflected on the Consolidated Statements of Assets and Liabilities in the consolidated financial statements of the Company.

Series I, Series II and the Company amortized offering expenses of $23, $134 and $157, respectively, for the three months ended September 30, 2024. Series I, Series II and the Company amortized offering expenses of $23, $234 and $257, respectively, for the nine months ended September 30, 2024.

Amortized offering expenses increased/(decreased) by $(5), $5 and $- for Series I, Series II and the Company, respectively, for the three months ended September 30, 2025. Amortized offering expenses increased by $35, $125 and $160 for Series I, Series II and the Company, respectively, for the nine months ended September 30, 2025.

Operating Expenses

Each Series pays or otherwise bears its proportionate portion of the operating expenses. Operating expenses includes payments, fees, costs and expenses and other liabilities and obligations resulting from, related to, associated with, arising from or incurred in connection with the Company's operations (collectively, the "Operating Expenses"). For all purposes of the definition of "Operating Expenses," references therein to payments, fees, costs, expenses and other liabilities related to, associated with, arising from or incurred in connection with, an Asset-Backed Finance Asset includes all payments, fees, costs, expenses and other liabilities related to, associated with, arising from or incurred in connection with, potential or unconsummated Asset-Backed Finance Assets. Each Series will also bear any other fees, costs and expenses and other liabilities that arise in connection with an unconsummated Asset-Backed Finance Asset but that generally would not arise in connection with a consummated Asset-Backed Finance Asset (such as reverse break-up fees).

The Operating Manager and its affiliates are entitled to reimbursement from each Series, in its proportionate share, for any Operating Expenses or Organizational and Offering Expenses paid or incurred by them on behalf of, or in relation to, such Series.

If any Operating Expenses are incurred for the account or for the benefit of each Series and one or more other Apollo Clients, the Operating Manager will allocate such Operating Expenses among such Series and each such other Apollo Client in proportion to the size of the investment made by each in the activity or entity to which such Operating Expenses relate, to the extent applicable, or in such other manner as the Operating Manager in good faith determines is fair and reasonable.

Series I, Series II and the Company incurred Operating Expenses of $677, $2,408 and $3,085, respectively, for the three months ended September 30, 2025. For the nine months ended September 30, 2025, these expenses were $1,938, $6,167 and $8,105, for Series I, Series II and the Company, respectively. These expenses relate to general and administration expenses and director fees.

Series I, Series II and the Company incurred Operating Expenses of $198, $1,191 and $1,389, respectively, for the three months ended September 30, 2024. Series I, Series II and the Company incurred Operating Expenses of $198, $2,361 and $2,559, respectively, for the nine months ended September 30, 2024. These expenses relate to general and administration expenses and director fees.

Operating expenses increased/(decreased) by $(53), $215 and $162 for Series I, Series II and the Company, respectively, for the three months ended September 30, 2025. Operating expenses increased by $677, $2,408 and $3,085 for Series I, Series II and the Company, respectively, for the nine months ended September 30, 2025. The increase was due to an increase in the net asset value and transaction activity.

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").

Following any calendar month in which the Specified Expenses are below 0.75% 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" (as defined below) do not exceed 0.75% 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) expenses related to any Asset-Backed Finance Asset, (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 items (as determined in the sole discretion of the Operating Manager) and (xi) extraordinary expenses (as determined in the sole discretion of the Operating Manager).

For the three months ended September 30, 2025, the Operating Manager elected to provide Expense Support of $(282), $(1,001) and $(1,283) for expenses incurred by Series I, Series II and the Company, respectively. For the nine months ended September 30, 2025, the Operating Manager agreed to provide Expense Support of $(1,158), $(3,666) and $(4,824) for expenses incurred by Series I, Series II and the Company, respectively.

For the three months ended September 30, 2024, the Operating Manager elected to provide Expense Support of $(205), $(1,238) and $(1,443) for expenses incurred by Series I, Series II and the Company, respectively. For the nine months ended September 30, 2024, the Operating Manager agreed to provide Expense Support of $109, $(3,557) and $(3,448) for expenses incurred by Series I, Series II and the Company, respectively.

Expense Support provided by the Operating Manager increased by $222, $528 and $750 for Series I, Series II and the Company, respectively, for the three months ended September 30, 2025. Expense Support provided by the Operating Manager increased/(decreased) by $(282), $(1,001) and $(1,283) for Series I, Series II and the Company, respectively, for the nine months ended September 30, 2025.

Hedging

The Company and/or its operating subsidiaries may employ hedging in support of financing techniques or that is designed to reduce the risks of adverse movements in interest rates, securities prices, commodities prices and currency exchange rates, as well as other risks. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks, including counterparty default, convergence and other related risks. Thus, while the Company and/or its operating subsidiaries may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, commodities prices or currency exchange rates or other events related to hedging activities could result in a poorer overall performance for the Company and/or its operating subsidiaries than if it or its operating subsidiaries had not entered into such hedging transactions.

The Company uses SOFR futures and interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate debt. The Company uses foreign currency forward contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities. The Company uses credit default swaps to hedge against the risk of counterparty default. See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Significant Accounting Policies", "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 4. Derivative Instruments" and our consolidated condensed schedule of investments for additional disclosure regarding our accounting for derivative instruments.

As of September 30, 2025, Series I, Series II and the Company had derivative assets, at fair value of $8, $30 and $38, respectively, and derivative liabilities, at fair value of $1,337, $4,799 and $6,136, respectively, reflected on the Consolidated Statements of Assets and Liabilities. For the three months ended September 30, 2025, Series I, Series II and the Company generated net realized gain (loss) on derivatives of $(367), $(1,309) and $(1,676), respectively, and net change in unrealized gain (loss) on derivatives of $1,477, $5,362 and $6,839, respectively, reflected on the Consolidated Statements of Operations. For the nine months ended September 30, 2025, Series I, Series II and the Company generated net realized gain (loss) on derivatives of $45, $(195) and $(150), respectively, and net change in unrealized gain (loss) on derivatives of $(1,803), $(4,476) and $(6,279), respectively, reflected on the Consolidated Statements of Operations.

As of December 31, 2024, Series I, Series II and the Company had derivative assets, at fair value of $3,099, $7,562 and $10,661, respectively, and derivative liabilities, at fair value of $38, $93 and $131, respectively, reflected on the Consolidated Statements of Assets and Liabilities. For the three months ended September 30, 2024, Series I, Series II and the Company generated net realized gain (loss) on derivatives of $-, $- and $-, respectively, and net change in unrealized gain (loss) on derivatives of $(58), $ (350) and $(408), respectively, reflected on the Consolidated Statements of Operations. For the nine months ended September 30, 2024, Series I, Series II and the Company generated net realized gain (loss) on derivatives of $-, $- and $-, respectively, and net change in unrealized gain (loss) on derivatives of $(58), $(420) and $(478), respectively, reflected on the Consolidated Statements of Operations.

Liquidity and Capital Resources

A subsidiary of Apollo has made initial capital contributions of $1,000 in cash, in exchange for 40 Series I V Shares and $1,000 in cash, in exchange for 40 Series II V Shares. On May 3, 2024, a subsidiary of Apollo, for $50,000,000 in cash, purchased 2,000,000 E Shares in Series II. For the three months ended September 30, 2025, the Company issued shares for an aggregate consideration of $75,778,330, $352,099,606 and $427,877,936 for Series I, Series II and the Company, respectively. For the nine months ended September 30, 2025, the Company issued shares for an aggregate consideration of $189,226,551, $719,245,572 and $908,472,123 for Series I, Series II and the Company, respectively. Apollo currently holds all of the Company's outstanding Series I and Series II V Shares. The V Shares may be transferred to an Apollo affiliate or Apollo Client. If an Apollo affiliate or Apollo Client become the holder of a majority of the V Shares, that entity would have majority control over the Company, including the right to vote for the appointment of the Company's directors. While the LLC Agreement permits transfer of the V Shares to a third party, the Company does not currently anticipate that any such transfer would take place. In the event of such a transfer in the future however, if Apollo or its affiliates cease to own a majority of V Shares, any expected benefits derived by the Company and Shareholders from such involvement by Apollo, including access to personnel and other resources, could be lost or otherwise affected.

We expect to generate cash primarily from (i) the net proceeds of our continuous Private Offering, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities. We believe that cash provided by such means will be sufficient to satisfy our anticipated cash requirements for the next twelve months and foreseeable future.

Our primary use of cash is for (i) acquisition of asset-backed finance assets, (ii) the cost of operations (including the Management Fee and Performance Fee), (iii) debt service of any borrowings, (iv) periodic repurchases, including under the

Repurchase Plan (as described herein) and (v) cash distributions (if any) to the holders of our Shares to the extent declared by the Board.

The minimum initial purchase amount is $2,500 for S Shares, I Shares, P-S Shares, P-I Shares, T-S Shares, T-I Shares, BD Shares, F-S Shares, F-I Shares, A-I Shares and A-II Shares. The minimum subsequent purchase amount is $500 for each type of Shares, except for additional purchases pursuant to the distribution reinvestment plan ("DRIP"), which are not subject to a minimum purchase amount. The minimum purchase amount for each type of Shares can be modified or waived in the sole discretion of the Company or the Dealer Manager, including for certain financial firms that submit orders on behalf of their customers, our officers and directors and certain employees of Apollo, including its affiliates, and vehicles controlled by such employees and their extended family members. The Company and the Dealer Manager each reserves the right to designate and re-designate the T Share Intermediary, P Share Intermediary, Founder Intermediary or Anchor Intermediary status of financial intermediaries in its sole discretion (as described in further detail in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

Share Repurchases

For the three months ended September 30, 2025, the Company repurchased the following Shares:

For the Three Months ended Sep 30, 2025

Series I

Series II

Total

Shares

Consideration Amount

Shares

Consideration Amount

Shares

Consideration Amount

A-I Shares:

Repurchase of shares

-

$

-

-

$

-

-

-

BD Shares:

Repurchase of shares

-

$

-

-

$

-

-

-

E Shares:

Repurchase of shares

-

$

-

(4,091

)

$

(102,955

)

(4,091

)

(102,955

)

F-I Shares:

Repurchase of shares

-

$

-

-

$

-

-

-

F-S Shares:

Repurchase of shares

-

$

-

-

$

-

-

-

P-I Shares:

Repurchase of shares

-

$

-

-

$

-

-

-

P-S Shares:

Repurchase of shares

-

$

-

-

$

-

-

-

T-I Shares:

Repurchase of shares

(19,897

)

$

(511,244

)

-

$

-

(19,897

)

(511,244

)

T-S Shares:

Repurchase of shares

(97,187

)

$

(2,493,948

)

(20,657

)

$

(532,921

)

(117,844

)

(3,026,869

)

V Shares:

Repurchase of shares

-

$

-

-

$

-

-

-

Total Repurchase of Shares

(117,084

)

(3,005,192

)

(24,748

)

(635,876

)

(141,832

)

(3,641,068

)

For the nine months ended September 30, 2025, the Company repurchased the following Shares:

For the Nine Months ended Sep 30, 2025

Series I

Series II

Total

Shares

Consideration Amount

Shares

Consideration Amount

Shares

Consideration Amount

A-I Shares:

Repurchase of shares

(3,945

)

(99,864

)

(19,818

)

(499,329

)

(23,763

)

(599,193

)

BD Shares:

Repurchase of shares

-

-

-

-

-

-

E Shares:

Repurchase of shares

(1,359

)

(35,004

)

(4,091

)

(102,955

)

(5,450

)

(137,959

)

F-I Shares:

Repurchase of shares

(173,364

)

(4,397,134

)

-

-

(173,364

)

(4,397,134

)

F-S Shares:

Repurchase of shares

-

-

-

-

-

-

P-I Shares:

Repurchase of shares

-

-

-

-

-

-

P-S Shares:

Repurchase of shares

-

-

-

-

-

-

T-I Shares:

Repurchase of shares

(32,185

)

(826,812

)

(1,943

)

(49,601

)

(34,128

)

(876,413

)

T-S Shares:

Repurchase of shares

(409,417

)

(10,500,670

)

(21,642

)

(558,040

)

(431,060

)

(11,058,710

)

V Shares:

Repurchase of shares

-

-

-

-

-

-

Total Repurchase of Shares

(620,271

)

(15,859,483

)

(47,494

)

(1,209,924

)

(667,765

)

(17,069,408

)

We expect that each Series will continue to conduct quarterly Share repurchases (each, a "Share Repurchase") for up to 5.0% of the aggregate NAV of our outstanding Investor Shares and E Shares of each Series (measured collectively across both Series) at a price based on the NAV per Share as of the last business day of the quarter prior to the commencement of a Share Repurchase (the "Repurchase Plan"). Due to tax considerations and other factors, the NAV between each Series will differ and, because of differential fees and other factors, the NAV between Share types will differ, but all NAV calculations are expected to be based on the joint underlying economic interests of both Series in the assets underlying its Asset-Backed Finance Assets.

Distributions

For the three months ended September 30, 2025, the Company declared distributions on the following types of outstanding shares in the amounts per share set forth below. Distributions are paid in cash or reinvested in shares of the Company for shareholders participating in the Company's distribution reinvestment plan:

For the Three Months ended Sep 30, 2025

Series I

Series II

Total

Distributions declared

Distributions declared

Distributions declared

A-I Shares:

$

434

$

977

$

1,411

BD Shares:

-

1,889

1,889

E Shares:

2

1,053

1,055

F-I Shares:

959

4,163

5,122

F-S Shares:

1

-

1

I Shares:

-

180

180

P-I Shares:

-

23

23

P-S Shares:

59

2,497

2,556

T-I Shares:

717

1,235

1,952

T-S Shares:

598

1,784

2,382

Total Distributions Declared:

$

2,770

$

13,801

$

16,571

For the nine months ended September 30, 2025, the Company declared distributions on the following types of outstanding shares in the amounts per share set forth below. Distributions are paid in cash or reinvested in shares of the Company for shareholders participating in the Company's distribution reinvestment plan:

For the Nine Months ended Sep 30, 2025

Series I

Series II

Total

Distributions declared

Distributions declared

Distributions declared

A-I Shares:

$

1,198

$

2,375

$

3,573

BD Shares:

-

1,907

1,907

E Shares:

7

3,082

3,089

F-I Shares:

2,015

7,793

9,808

F-S Shares:

1

-

1

I Shares:

-

194

194

P-I Shares:

-

38

38

P-S Shares:

134

5,767

5,901

T-I Shares:

1,911

2,394

4,305

T-S Shares:

1,516

3,794

5,310

Total Distributions Declared:

$

6,782

$

27,344

$

34,126

Cash Flows

The following table summarizes the changes to the Company's cash flows for the nine months ended September 30, 2025 ($ in thousands):

Cash flows from:

For the Nine Months ended Sep 30, 2025

Operating activities

(847,476

)

Financing activities

868,700

Net increase/(decrease) in cash and cash equivalents

21,224

Cash used in operating activities

Our cash flow used in operating activities was $(847,476) for the nine months ended September 30, 2025, which mostly relates to the acquisition of Asset-Backed Finance Assets.

Cash provided by financing activities

Our cash flow provided by financing activities was $868,700 for the nine months ended September 30, 2025, which reflects the proceeds from issuance of shares and notes borrowings.

Critical Accounting Estimates

Below is a discussion of the accounting policies that management believes are critical. We consider these policies critical because they involve significant judgments and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with U.S. GAAP. The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to use judgments in the application of such policies. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. In addition, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Investments, At Fair Value-ASC 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value. The Company recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transactions costs that may be incurred upon disposition of investments.

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 in the Consolidated Statements 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.

Valuation Guidelines

The Company's Asset-Backed Finance Assets are valued at fair value in a manner consistent with U.S. GAAP, including Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure ("ASC Topic 820"), issued by the Financial Accounting Standards Board. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

There is no single standard for determining fair values of assets that do not have a readily available market price and, in many cases, such fair values may be best expressed as a range of fair values from which a single estimate may be derived in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each acquisition while employing a valuation process that is consistently followed. Determinations of fair value involve subjective judgments and estimates.

When making fair value determinations for Asset-Backed Finance Assets that do not have readily available market prices, we consider industry-accepted valuation methodologies, primarily consisting of an income approach and market approach. The income approach derives fair value based on the present value of cash flows that a business, or security is expected to generate in the future. The market approach relies upon valuations for comparable public companies, transactions or assets, and includes making judgments about which companies, transactions or assets are comparable. A blend of approaches may be relied upon in arriving at an estimate of fair value, though there may be instances where it is more appropriate to utilize one approach. We also consider a range of additional factors that we deem relevant, including a potential sale of the Asset-Backed Finance Assets, macro and local market conditions, industry information and the relevant Asset-Backed Finance Asset's historical and projected financial data.

Asset-Backed Finance Assets are generally valued at the relevant transaction price initially; however, to the extent the Operating Manager does not believe an Asset-Backed Finance Asset's transaction price reflects the current market value, the Operating Manager will adjust such valuation. When making fair value determinations for Asset-Backed Finance Assets, the Operating Manager updates the prior month-end valuations by incorporating the then current market comparables and discount rate inputs, any material changes to the financial performance of the Asset-Backed Finance Assets since the prior valuation date, as well as any cash flow activity related to the Asset-Backed Finance Assets during the month. The Operating Manager values Asset-Backed Finance Assets using the valuation methodology it deems most appropriate and consistent with widely recognized valuation methodologies and market conditions.

When making fair value determinations for assets that do not have a reliable, readily available market price, which the Company expects to be the case for a significant number of its Asset-Backed Finance Assets, the Operating Manager may engage one or more independent valuation firms to provide positive assurance regarding the reasonableness of such valuations as of the relevant measurement date.

Because assets are valued as of a specified valuation date, events occurring subsequent to that date will not be reflected in the Company's valuations. However, if information indicating a condition that existed at the valuation date becomes available subsequent to the valuation date and before financial information is publicly released, it will be evaluated to determine whether it would have a material impact requiring adjustment of the final valuation.

At least annually, the Board, including our independent directors, will review the appropriateness of Apollo's valuation guidelines as adopted by the Board. From time to time, the Board, including our independent directors, may adopt changes to the valuation guidelines applicable to us on occasions in which it has determined or in the future determines that such changes are likely to result in a more accurate reflection of estimated fair value.

See Notes 2 and 3 to the unaudited consolidated financial statements included herein for additional information regarding the fair value of our investments.

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