Apollo Business Actual Property Finance agreed to promote its mortgage portfolio to Athene for a purchase order value equal to 99.7% of whole mortgage commitments (excluding two loans totaling $146 million), and expects the deal to go away ARI with a typical fairness ebook worth per share of about $12.05 and roughly $1.4 billion of internet money.
Administration says the sale—which carries a 23% premium to latest buying and selling ranges and has no financing contingency—is designed to shut a long-running valuation hole; the transaction features a 25-day go-shop, requires stockholder approval, and is anticipated to shut within the second quarter.
Put up-close, ARI will retain about $466 million of internet fairness in actual property, stay a REIT, intends to pay a $0.25 Q1 dividend and goal an ~8% annualized yield, whereas Apollo agreed to a 50% discount in its annual administration payment (paid in inventory) and to reimburse as much as $10 million; administration will pursue strategic choices, together with M&A or potential dissolution if no plan is adopted by year-end.
Apollo Business Actual Property Finance (NYSE:ARI) outlined plans to promote its mortgage portfolio to Athene in a transaction that Chief Government Officer Stuart Rothstein described as “transformational” for the corporate and its widespread stockholders. Administration mentioned the deal is meant to deal with a persistent low cost between ARI’s public market valuation and the underlying worth of its property.
Rothstein mentioned ARI entered right into a definitive settlement with Athene to promote ARI’s mortgage portfolio for a purchase order value of 99.7% based mostly on whole mortgage commitments, internet of asset-specific CECL reserves. The acquisition value excludes two loans with a principal stability of $146 million which might be anticipated to be repaid previous to closing.
After compensation of “considerably all” financing services and different indebtedness, and after estimated transaction bills, the corporate expects to have a widespread fairness ebook worth per share of roughly $12.05, in response to Rothstein.
Rothstein mentioned the mortgage portfolio is being offered to Athene, which he known as a “excessive conviction purchaser,” noting Athene’s familiarity with the portfolio and its “aligned place” within the capital construction alongside ARI throughout practically 50% of the loans.
ARI expects the transaction to ship roughly $1.4 billion of internet money. Rothstein added that ARI will retain all internet fairness pursuits in actual property properties held by the corporate, which he mentioned totaled roughly $466 million as of Sept. 30, 2025.
Following the closing, administration mentioned ARI intends to proceed to qualify as a REIT for tax functions. Rothstein mentioned the corporate expects to pay a first-quarter dividend of $0.25 per share, per the latest quarterly dividend stage, topic to board approval. He additionally mentioned ARI intends to proceed paying a quarterly dividend, topic to board approval, focusing on an roughly 8% annualized yield based mostly on post-transaction ebook worth per share.
Rothstein mentioned ARI’s widespread inventory, together with most industrial mortgage REIT friends, has traded at a median of about 0.76 of internet ebook worth for various years, regardless of what he characterised as enhancing underlying credit score high quality and the portfolio’s cash-generating nature. He mentioned “the intrinsic worth” of ARI’s funding portfolio has not been mirrored within the public inventory value.
He additionally pointed to robust private-market demand for “engaging yield-generating property” like ARI’s, calling such property “extremely valued” and “in brief provide.” Rothstein mentioned the transaction is designed to monetize the portfolio in a single sale and “validate ebook worth,” and he emphasised that the deal contains no financing contingency, which he mentioned delivers certainty of execution.
Administration mentioned the acquisition value represents a “significant” 23% premium to ARI’s latest buying and selling ranges and multiyear common price-to-book ratio, noting that over the previous 4 years ARI shares have traded at a median of roughly 0.77 occasions ebook worth.
Rothstein mentioned ARI’s administration crew and board will use the rest of the yr to judge industrial actual estate-related methods designed to reposition the corporate and unlock extra worth. He mentioned ARI expects to leverage Apollo’s broader funding platform and origination capabilities because it considers new approaches, and in addition highlighted potential strategic M&A alternatives, topic to stockholder approval the place required.
In response to analyst questions, Rothstein mentioned administration plans to take a broad view of doable methods whereas sustaining the will to maintain ARI an actual property car and a REIT for tax functions. He mentioned curiosity in approaches that will mix credit score with “credit-adjacent fairness methods” or “hybrid methods,” and mentioned ARI has traditionally sought methods to develop past a lender mannequin the place returns are restricted to principal plus curiosity.
Rothstein additionally mentioned that if a brand new asset technique or strategic transaction just isn’t recognized by year-end, Apollo intends to suggest that ARI’s board discover all strategic options, together with dissolution.
The CEO mentioned the transaction was accredited by ARI’s board following the unanimous advice of a particular committee comprised of three impartial administrators, suggested by impartial authorized and monetary advisors. Completion of the deal is topic to stockholder approval.
As a part of the post-transaction analysis interval, Rothstein mentioned Apollo agreed to a 50% discount in ARI’s annual administration payment price, with the payment paid in shares of ARI widespread inventory. He additionally mentioned Apollo agreed to reimburse as much as $10 million of ARI’s transaction bills.
Rothstein mentioned the deal features a 25-day go-shop interval throughout which the particular committee will solicit extra curiosity within the portfolio. That course of will probably be adopted by a proxy assertion submitting and a stockholder vote. Assuming approval and customary closing situations, Rothstein mentioned the corporate expects the transaction to shut within the second quarter.
In the course of the Q&A, Rothstein mentioned particulars of the method and any competing curiosity can be addressed within the proxy, noting that the go-shop interval stays underway.
Apollo Business Actual Property Finance, Inc (NYSE: ARI) is an actual property finance firm structured as an actual property funding belief (REIT). The corporate focuses on originating, buying and managing a diversified portfolio of economic actual property debt and most popular fairness investments. As an externally managed car, ARI leverages the experience and sources of an affiliate of Apollo International Administration, a number one world various funding supervisor.
ARI’s funding technique is centered on offering first mortgage loans, mezzanine debt financing, bridge loans and most popular fairness throughout a broad vary of property sorts, together with workplace, retail, industrial and multifamily property.
