Current Report · Items 1.01, 2.03, 9.01 · 8-K
Apollo Debt Solutions BDC
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01. Entry into a Material Definitive Agreement. On January 23, 2026, Apollo Debt Solutions BDC (the “ Fund ”) and U.S. Bank Trust Company, National Association (the “ Trustee ”) entered into a Sixth Supplemental Indenture (the “ Sixth Supplemental Indenture ” and, together with the Base Indenture (defined herein), the “ Indenture ”) related to the $ 750,000,000 in aggregate principal amount…
Filed Jan 23, 2026Accepted Jan 23, 2026, 4:23 PM ESTCIK 1837532Accession 0001193125-26-021081
Disclosure sections
Items 1.01, 2.03, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On January 23, 2026, Apollo Debt Solutions BDC (the “
Fund
”) and U.S. Bank Trust Company, National Association (the “
Trustee
”) entered into a Sixth Supplemental Indenture (the “
Sixth Supplemental Indenture
” and, together with the Base Indenture (defined herein), the “
Indenture
”) related to the $
750,000,000
in aggregate principal amount of its 5.700% notes due 2031 (
the “
Notes
”
), which supplements that certain Base Indenture, dated as of March 21, 2024 (as may be further amended, supplemented or otherwise modified from time to time, the “
Base Indenture
”).
The Notes will mature on January 23, 2031 and may be redeemed in whole or in part at the Fund’s option at any time or from time to time at the redemption prices set forth in the Indenture.
The
Notes bear interest at a rate of 5.700% per year payable semi-annually on January 23 and July 23 of each year, commencing on July 23, 2026. The Notes are general unsecured obligations of the Fund that rank senior in right of payment to all of the Fund’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank
pari passu
with all existing and future unsecured unsubordinated indebtedness issued by the Fund, rank effectively junior to any of the Fund’s secured indebtedness (including unsecured indebtedness that the Fund later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Fund’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Fund to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and to the Trustee if the Fund is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “Change of Control Repurchase Event,” as defined in the Indenture, the Fund will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to, but not including, the repurchase date.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, filed as an exhibit hereto and incorporated by reference herein.
The Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “
Securities Act
”), and to certain
non-U.S.
persons outside the United States pursuant to Regulation S under the Securities Act (the “
Notes Offering
”). The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Notes Offering closed on January 23, 2026. The net proceeds to the Fund were approximately $742.2 million, after deducting the initial purchaser discount and estimated offering expenses. The Fund expects to use the net proceeds of the offering for general corporate purposes of it and its subsidiaries and/or to repay indebtedness, including under the Fund’s revolving credit facility.
Registration Rights Agreement
In connection with the Notes Offering, the Fund entered into a Registration Rights Agreement, dated as of January 23, 2026 (the “
Registration Rights Agreement
”), with BofA Securities, Inc., BNP Paribas Securities Corp., J. P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, as the representatives of the Initial Purchasers of the Notes. Pursuant to the Registration Rights Agreement, the Fund is obligated to file with the Securities and Exchange Commission a registration statement relating to an offer to exchange the Notes for new notes issued by the Fund that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Fund is not able to effect the exchange offer, the Fund will be obligated to file a shelf registration statement covering the resale of the Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Fund fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, filed as an exhibit hereto and incorporated by reference herein. Terms used in the foregoing paragraphs have the meanings set forth in the Registration Rights Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form
8-K
is incorporated herein by reference.
Filed exhibits (2)
EX-4.2 (by filename) d93600dex42.htmExhibit 4.2
E XECUTION V ERSION
SIXTH SUPPLEMENTAL INDENTURE
between
APOLLO DEBT
SOLUTIONS BDC
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
DATED AS OF
JANUARY 23, 2026
SIXTH SUPPLEMENTAL INDENTURE
THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of January 23, 2026 (the
“Issue Date”), is between Apollo Debt Solutions BDC, a Delaware statutory trust (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). All capitalized
terms used herein shall have the meaning set forth in the Base Indenture (as defined below) unless otherwise defined herein.
RECITALS
OF THE COMPANY
The Company and the Trustee executed and delivered a Base Indenture, dated as of March 21, 2024 (the “Base
Indenture”), as amended and supplemented by this Sixth Supplemental Indenture, dated as of January 23, 2026 (the “Sixth Supplemental Indenture,” together with the Base Indenture, the “Indenture”),
to provide for the issuance by the Company from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Base
I…
Open exhibit ↗EX-4.4 (by filename) d93600dex44.htmExhibit 4.4
E XECUTION V ERSION
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
APOLLO DEBT
SOLUTIONS BDC
AND
BOFA
SECURITIES, INC.
BNP PARIBAS SECURITIES CORP.
J.P. MORGAN SECURITIES LLC
MORGAN STANLEY & CO. LLC
Dated as of January 23, 2026
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 23, 2026, by and
among Apollo Debt Solutions BDC, a Delaware statutory trust (the “Company”), and BofA Securities, Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as the representatives
(together, the “Representatives”) to the other several initial purchasers (collectively, the “Initial Purchasers”) of $750,000,000 aggregate principal amount of the Company’s 5.700% Notes due
2031 (the “Notes”) listed on Schedule A to the Purchase Agreement (as defined below).
This Agreement is made
pursuant to the Purchase Agreement, dated as of January 15, 2026 (the “Purchase Agreement”), among the Company and the Representatives on behalf of the Initial Purchasers (i) for the benefit of the Initial
Purchasers and (ii) for the benefit of the holders from time to time of the Registrable No…
Open exhibit ↗