Apollo Transfers Assets to Liquidating Trust and Cancels Shares After NYSE Delisting
Key Facts
Apollo Commercial Real Estate Finance completed the transfer of its remaining assets and liabilities to its liquidating trust on November 9, 2026, and canceled its outstanding common shares, according to a company statement on the trust’s website. The move converts shareholders’ holdings from shares listed on the New York Stock Exchange into beneficial interests in a trust that will continue the liquidation. Under the plan, each shareholder receives one unit for each common share held. The company had filed a formal notice with the U.S. Securities and Exchange Commission on October 27 to remove its shares from listing and registration. The transfer of assets and cancellation of shares were completed on the date the company had previously announced as expected.
The completion followed trading and regulatory steps the company announced in an earlier filing. It set November 6, 2026, as the expected last day of trading for its shares on the New York Stock Exchange, then expected to transfer its remaining assets and liabilities and cancel its registration with the SEC on November 9. The Form 25 filed by the company on October 27 was the formal step to delist the shares and deregister them. The transfer to the liquidating trust addressed the remaining assets and liabilities as part of the dissolution and liquidation plan. Shareholders therefore no longer hold the company’s listed shares, but instead hold trust units allocated to them under the plan.
The cancellation of the shares does not mean the liquidation is complete; the trust will manage the remaining assets and settle liabilities before making any future distributions. The beneficial interests do not trade on any exchange and are generally nontransferable, subject to limited exceptions set out in the plan. This differs from the shares listed in New York, since the units do not give shareholders access to a comparable trading market. The trust’s board of trustees will determine, in its sole discretion, the amount and timing of any future distribution. The company has not set a timetable for those distributions, so no payment date has been announced.
The company announced on October 9 an initial liquidating cash distribution of $4.10 per share, payable on October 29 to shareholders of record on October 20. That cash payment is separate from the trust units distributed in the subsequent asset transfer. In its proxy statement, the company estimated total liquidating distributions to shareholders of between $7.75 and $8.50 per share, excluding the distribution announced in July, assuming the liquidation is completed in the first half of 2028. It also estimated total book value returned to shareholders, including the July 15 distribution, at between $11.50 and $12.25 per share on the same timing assumption. The company said these estimates are not guaranteed, and said it expects one or more additional liquidating distributions after the remaining assets are sold, liabilities and known expenses are paid, and reserves are established for contingent liabilities, though it could not determine the amount with certainty.
The wind-down follows a gradual exit from the company’s real estate business. Before shareholders approved the liquidation plan, the company operated as a real estate investment trust focused primarily on originating, acquiring and managing senior commercial mortgage loans, subordinate financings and commercial real estate-related debt investments. After completing the sale of its loan portfolio in April 2026, the company said it held approximately $0.9 billion in real estate assets for investment. Those assets included a hotel in Washington, a residential project in Brooklyn, a hotel in Atlanta, and interests in a joint venture that owns two former hospitals in Massachusetts. Liquidating these assets and settling the remaining liabilities will be among the trust’s responsibilities before any additional distributions.
The trust remains subject to periodic disclosure requirements with the SEC under the announced plan. The company said it will file annual reports on Form 10-K containing unaudited financial statements, along with current reports on Form 8-K. These filings provide a framework for tracking the liquidation after the shares are canceled and the assets transferred. Future cash distributions remain dependent on the sale of remaining assets, settlement of liabilities and known expenses, and the establishment of reserves. The trust’s board of trustees will decide the amount and timing of those distributions, with no timetable announced.