Apollo Sets $4.10 per Share as Initial Liquidating Distribution Ahead of NYSE Delisting
Key Facts
Apollo Commercial Real Estate Finance approved dissolving the company, liquidating its assets and winding down its business following a shareholder vote on September 29, 2026. The company announced an initial cash liquidating distribution of $4.10 per share, payable on October 29 to shareholders of record on October 20. But the disclosure sets the distribution’s payment date and does not itself confirm that the amount was actually paid. October 30 was the ex-distribution trading date, after the period in which the stock traded with the distribution right ended at the close of trading on October 29. The stock thus entered a phase in which holders’ rights are changing alongside the anticipated liquidation and delisting procedures.
The vote recorded in a Form 8-K filed with the U.S. Securities and Exchange Commission showed broad support for the plan: 72,217,727 shares voted in favor, compared with 799,088 votes against and 439,400 abstentions. The special shareholder meeting was held on September 29, the same date the plan to dissolve the company and liquidate its assets was approved. The approval sets the company on a path from its usual investment activity to selling assets, settling liabilities and returning what remains to shareholders. The initial distribution of $4.10 provides a cash payment as part of that process, but does not necessarily represent the full amount that may be returned to shareholders. Any additional distributions remain contingent on asset sale proceeds and the amounts needed to cover liabilities.
The company set the due-bill period from the October 20 record date through the close of trading on the New York Stock Exchange on October 29. During this period, the stock traded with the distribution right; therefore, according to the company’s statement, anyone who sold shares before the period ended also sold the right to the distribution. Shareholders seeking to receive the amount had to hold the stock through the payment date set for October 29. Trading on October 30 took place after the rights period ended, underscoring the importance of distinguishing between the record date, the payment date and the ex-distribution trading date. These dates provide a framework for understanding the stock’s transition to the period after the initial distribution, without by themselves establishing the size or cause of any price movement.
Before shareholders approved the liquidation plan, the company operated as a real estate investment trust focused primarily on originating, acquiring and managing first mortgage loans, subordinate financings and other commercial real estate-related debt investments. The company now intends to sell its remaining assets in an orderly manner, then return net sale proceeds and available cash to shareholders after paying liabilities and establishing necessary reserves. The liquidation proceeds will therefore depend on what is actually realized from asset sales and what is allocated to cover the company’s claims. The company said it plans to sell the assets "in an orderly manner" and return net proceeds and available cash, subject to liabilities and reserves. It also warned that unexpected costs or liabilities could affect the timing of sales and the amounts distributed.
Under the announced timeline, the company expected to file a Form 25 on or about October 27, with November 6 expected to be the last day of trading on the New York Stock Exchange. After the delisting, it intends to transfer the remaining assets and liabilities to a statutory liquidation trust established under Maryland law, and expects to terminate its registration with the Securities and Exchange Commission on November 9. The company intends to distribute one beneficial interest in the trust for each share, but those interests will not be listed or traded on an exchange and generally will not be transferable except under limited exceptions. The trust will be used to wind up the company’s affairs and sell its remaining assets, then distribute the assets or proceeds after liabilities have been satisfied or provisions made for them. The trust’s board of trustees alone will determine the amount and timing of any additional liquidating distributions; the company also cautioned that forward-looking statements are not predictions of certain events.