EFTA00613223.pdf

SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2017 4.6 PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus dated May 6, 2016) •g "ID 0 erj ch APOLLO 0 < ▪ to) Apollo Global Management, LLC ur C.' Shares C. t o ..0 % Series A Preferred Shares 0 •-• -0 6. C e, We are offering of our % Series A Preferred Shares (the "Series A Preferred Shares" or the "shares"). When, as, and if declared by AGM Management, LLC, our manager, distributions on the Series A Preferred Shares will be eE payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning June 15, 2017, at a rate per annum equal 0 "6 to %. Distributions on the shares are non-cumulative. If our manager does not declare a distribution before the scheduled record date for any distribution period, we will not make a distribution in that distribution period, whether or not distributions on the Series A 17 •: 1.2 Preferred Shares are declared or paid for any future distribution period. C 2 At any time or from time to time on or after March 15, 2022, we may, at our option, redeem the Series A Preferred Shares, in 3 gipel). whole or in part, at a price of 425.00 per Series A Preferred Share plus declared and unpaid distributions, if any. See "Description of the pro E Series A Preferred Shares—Optional Redemption." If a Change of Control Event (as defined herein) or if a Tax Redemption Event (as defined herein) occurs prior to March 15, 2022, we may, at our option, redeem the Series A Preferred Shares, in whole but not in part, at a price of $25.25 per Series A Preferred Share plus declared and unpaid distributions, if any. If (i) a Change of Control Event occurs > oc) o (whether before, on or after March 15, 2022) and (ii) we do not give notice prior to the 31st day following the Change of Control Event to 5%. =.1 redeem all the outstanding Series A Preferred Shares, the distribution rate per annum on the Series A Preferred Shares will increase by tg 5.00%, beginning on the 31st day following such Change of Control Event. See "Description of the Series A Preferred Shares—Change of Cl Cu to Control Redemption." The shares will rank equally with each other series of our parity shares, junior to our senior shares and senior to our E g o • V 2 junior shares (as such terms are defined herein) with respect to payment of distributions and distribution of our assets upon our liquidation, O CI L.0 dissolution or winding up. See "Description of the Series A Preferred Shares—Ranking." The shares will not have any voting rights, except .--...0 0 as set forth under "Description of the Series A Preferred Shares—Voting Rights." E -tc e Investing in the Series A Preferred Shares involves risks. See "Risk Factors" beginning on page S-19. E ck.. 0 ..0 We intend to apply to list the Series A Preferred Shares on the New York Stock Exchange (the "NYSE") under the symbol 0 e ." If the application is approved, we expect trading of the Series A Preferred Shares on the NYSE to begin within 30 days after D.C. 0 the Series A Preferred Shares are first issued. CO : c 0..0 • cl Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these ua g a. Pc securities or determined if this prospectus supplement or the related prospectus is truthful or complete. Any representation to the contrary is a. co a criminal offense. E o cc: Per Share Total • o • •-• • C Public offering price(1) S S 0 Underwriting discounts and commissions(2) S 5 -5 6 Proceeds to us before expenses(3) S 5 ( 1) Plus declared and unpaid distributions, if any, from , 2017 if initial settlement occurs after that date. a, (2) The underwriting discount will be 5 per Series A Preferred Share for retail orders and S per Series A Preferred E E O E 0 Share for institutional orders. (3) Assumes no exercise of the underwriters' over-allotment option described below. 13-t— • Cl VI 60 C 0 We have granted the underwriters the option to purchase, exercisable within 30 days of the date of this prospectus supplement, up 5 „ to additional Series A Prefened Shares on the same terms and conditions set forth above, solely to cover over-allotments. 0.0 .0 The underwriters expect that the shares will be delivered to purchasers in global form through the book-entry delivery system of 0 The Depository Trust Company on or about , 2017. 0.,, p., CI a • E e cy, Joint Book-Running Managers 50 BofA Merrill Lynch Morgan Stanley UBS Investment Bank Wells Fargo Securities •,„.._ °s • o , 2017 EFTA00613223  TABLE OF CONTENTS Prospectus Supplement Page About This Prospectus Supplement viii Valuation and Related Data viii Incorporation of Documents by Reference ix Where You Can Find More Information Special Note Regarding Forward-Looking Statements xi Summary S-I Risk Factors 5.19 Ratio of Earnings to Combined Fixed Charges and Preferred Equity Distributions 5.29 Use of Proceeds 5.30 Capitalization 5-31 Description of the Series A Preferred Shares S-32 Book-Entry, Delivery, and Form S-42 Material U.S. Federal Income Tax Considerations S-44 Certain Erisa Considerations S-57 Underwriting S-60 Legal Matters S-66 Independent Registered Public Accounting Firm S-66 Prospectus About This Prospectus Incorporation of Documents by Reference vi Where You Can Find More Information vii Special Note Regarding Forward-Looking Statements the Company viii The Company Risk Factors 3 Ratio of Earnings to Fixed Charges 4 Use of Proceeds 5 Description of Debt Securities 6 Description of Shares 17 Description of Depositary Shares 29 Description of Warrants 31 Description of Subscription Rights 33 Description of Purchase Contracts and Purchase Units 34 Material U.S. Federal Tax Considerations 35 Plan of Distribution 50 Legal Matters 54 Experts 54 This prospectus supplement, the accompanying prospectus and the information incorporated or deemed incorporated herein, have been prepared using a number of stylistic conventions, which you should consider when reading the information herein or therein. When used in this prospectus supplement, unless the context otherwise requires: • "Apollo," "we," "us," "our" and the "Company" refer collectively to Apollo Global Management, LLC, a Delaware limited liability company, and its subsidiaries, including the Apollo Operating Group and all of its subsidiaries, or as the context may otherwise require; EFTA00613224  "AMH" refers to Apollo Management Holdings, M., a Delaware limited partnership, that is an indirect subsidiary of Apollo Global Management, LLC; "Apollo funds", "our funds" and references to the "funds" we manage, refer to the funds (including the parallel funds and alternative investment vehicles of such funds), partnerships, accounts, including strategic investment accounts or "SIAs," alternative asset companies and other entities for which subsidiaries of the Apollo Operating Group provide investment management or advisory services; • "Apollo Operating Group" refers to (i) the limited partnerships through which our Managing Partners currently operate our businesses and (ii) one or more limited partnerships formed for the purpose of, among other activities, holding certain of our gains or losses on ow principal investments in the funds, which we refer to as our "principal investments"; • "Assets Under Management", or "AUM", refers to the assets we manage or advise for the funds, partnerships and accounts to which we provide investment management or advisory services, including, without limitation, capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our AUM equals the sum of: the fair value of the investments of the private equity funds, partnerships and accounts we manage or advise plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments; (ii) the net asset value, or "NAV," of the credit funds, partnerships and accounts for which we provide investment management or advisory services, other than certain collateralized loan obligations ("CLOs") and collateralized debt obligations ("CDOs"), which have a fee generating basis other than the mark-to-market value of the underlying assets, plus used or available leverage and/or capital commitments; (iii) the gross asset value or net asset value of the real estate funds, partnerships and accounts we manage, and the structured portfolio company investments of the funds, partnerships and accounts we manage, which includes the leverage used by such structured portfolio company investments; (iv) the incremental value associated with the reinsurance investments of the portfolio company assets we manage or advise; and (v) the fair value of any other assets that we manage or advise for the funds, partnerships and accounts to which we provide investment management or advisory services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pm-qualification before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not othenvise included in the clauses above; Our AUM measure includes Assets Under Management for which we charge either no or nominal fees. In addition our AUM measure includes certain assets for which we do not have investment discretion. Our definition of AUM is not based on any definition of Assets Under Management contained in our limited liability company agreement or in any of our Apollo fund management agreements. We consider multiple factors for determining what should be included in ow definition of AUM. Such factors include but are not limited to (I) our ability to influence the investment decisions for existing and available assets; (2) our ability to generate income from the underlying assets in our funds; and (3) the AUM measures that we use internally or believe are used by other investment managers. Given the differences in the investment strategies and structures among other alternative investment managers, our calculation of AUM may differ from the calculations employed by other investment managers and, as a result, this measure may not be directly comparable to similar measures presented by other investment managers. Our calculation also differs from the manner in which our affiliates registered with the Securities and Exchange Commission (the "Commission") report "Regulatory Assets Under Management" on Form ADV and Form PF in various ways; EFTA00613225  "Fee-Generating AUM" consists of assets we manage or advise for the funds, partnerships and accounts to which we provide investment management or advisory services and on which we earn management fees, monitoring fees pursuant to management or other fee agreements on a basis that varies among the Apollo finds, partnerships and accounts we manage or advise. Management fees are normally based on "net asset value," "gross assets," "adjusted par asset value," "adjusted cost of all unrealized portfolio investments," "capital commitments," "adjusted assets," "stockholders' equity," "invested capital" or "capital contributions," each as defined in the applicable management agreement. Monitoring fees, also referred to as advisory fees, with respect to the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, are generally based on the total value of such structured portfolio company investments, which normally includes leverage, less any portion of such total value that is already considered in Fee-Generating AUM; "Non-Fee-Generating AUM" refers to AUM that does not produce management fees or monitoring fees. This measure generally includes the following: (i) fair value above invested capital for those funds that earn management fees based on invested capital; (ii) net asset values related to general partner and co-investment interests; (iii) unused credit facilities; (iv) available commitments on those funds that generate management fees on invested capital; (v) structured portfolio company investments that do not generate monitoring fees; and (vi) the difference between gross asset and net asset value for those funds that earn management fees based on net asset value; "Carry-Eligible AUM" refers to the AUM that may eventually produce carried interest income. All finds for which we are entitled to receive a carried interest income allocation are included in Carry- Eligible AUM, which consists of the following: (i) "Carry-Generating AUM," which refers to invested capital of the funds, partnerships and accounts we manage or advise, that is currently above its hurdle rate or preferred return, and profit of such funds, partnerships and accounts is being allocated to the general partner in accordance with the applicable limited partnership agreements or other governing agreements; (ii) "AUM Not Currently Generating Carry," which refers to invested capital of the funds, partnerships and accounts we manage or advise, that is currently below its hurdle rate or preferred return; and (iii) "Uninvested Carry-Eligible AUM," which refers to capital of the funds, partnerships and accounts we manage or advise that it is available for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements, which capital is not currently part of the NAV or fair value of investments that may eventually produce carried interest income allocable to the general partner, "AUM with Future Management Fee Potential" refers to the committed uninvested capital portion of total AUM not currently earning management fees. The amount depends on the specific terms and conditions of each fund; We use AUM as a performance measure of our funds' investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs. Non-Fee-Generating AUM includes assets on which we could earn carried interest income. iii EFTA00613226 • "Advisory" refers to certain assets advised by Apollo Asset Management Europe PC LLP, a wholly-owned subsidiary of Apollo Asset Management Europe LLP (collectively, "AAME"). The AAME entities are subsidiaries of Apollo; • "capital deployed" or "deployment" is the aggregate amount of capital that has been invested during a given period (which may, in certain cases, include leverage) by (i) our drawdown funds, (ii) SIAs that have a defined maturity date and (iii) funds and SlAs in ow real estate debt strategy; • "carried interest", "carried interest income" and "incentive income" refer to interests granted to Apollo by an Apollo fund that entitle Apollo to receive allocations, distributions or fees which are based on the performance of such fund or its underlying investments; • "Contributing Partners" refer to those of our partners and their related parties (other than ow Managing Partners) who indirectly beneficially own (through Holdings) Apollo Operating Group units; • "drawdown" refers to commitment-based funds and certain SlAs in which investors make a commitment to provide capital at the formation of such funds and SIAs and deliver capital when called as investment opportunities become available. It includes assets of Athene Holding Ltd. ("Athene Holding) and its subsidiaries (collectively "Athene") managed by Athene Asset Management, M. ("Athene Asset Management" or "AAM") that are invested in commitment- based funds; "gross IRR" of a private equity fund represents the cumulative investment-related cash flows (i) for a given investment for the fund or funds which made such investment, and (ii) for a given fund, in the relevant fund itself (and not any one investor in the fund), in each case, on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on December 31, 2016 or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, carried interest and certain other fund expenses (including interest incurred by the fund itself) and measures the returns on the fund's investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund's investors. In addition, gross IRRs at the fund level differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor; "gross IRR" of a credit fund represents the annualized return of a fund based on the actual timing of all cumulative fund cash flows before management fees, carried interest income allocated to the general partner and certain other fund expenses. Calculations may include certain investors that do not pay fees. The terminal value is the net asset value as of the reporting date. Non-U.S. dollar denominated ("USD") fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, gross IRRs at the fund level differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor; "gross IRR" of a real estate fund represents the cumulative investment-related cash flows in the fund itself (and not any one investor in the fund), on the basis of the actual timing of cash inflows and outflows (for unrealized investments assuming disposition on December 31, 2016 or other date specified) starting on the date that each investment closes, and the return is annualized and compounded before management fees, carried interest, and certain other fund expenses (including interest incurred by the fund itself) and measures the returns on the fund's investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund's investors. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, gross IRRs at the fund level differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor; iv EFTA00613227 • "gross return" of a credit or real estate fund is the monthly or quarterly time-weighted return that is equal to the percentage change in the value of a fund's portfolio, adjusted for all contributions and withdrawals (cash flows) before the effects of management fees, incentive fees allocated to the general partner, or other fees and expenses. Returns of Athene sub-advised portfolios and CLOs represent the gross returns on invested assets, which exclude cash. Returns over multiple periods are calculated by geometrically linking each period's return over time; • "Holdings" means AP Professional Holdings, M., a Cayman Islands exempted limited partnership through which our Managing Partners and Contributing Partners indirectly beneficially own their interests in the Apollo Operating Group units; • "inflows" represents (i) at the individual segment level, subscriptions, commitments, and other increases in available capital, such as acquisitions or leverage, net of inter-segment transfers, and (ii) on an aggregate basis, the sum of inflows across the private equity, credit and real estate segments; "IRS" refers to the Internal Revenue Service; • "liquid/performing" includes CLOs and other performing credit vehicles, hedge fund style credit funds, structured credit funds and SlAs, as well as sub-advised managed accounts owned by or related to Athene. Certain commitment-based SlAs are included as the underlying assets are liquid; • "Managing Partners" refer to Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and, when used in reference to holdings of interests in Apollo or Holdings, includes certain related parties of such individuals; • "net IRR" of a private equity fund means the gross IRR applicable to a fund, including returns for related parties which may not pay fees or carried interest, net of management fees, certain fund expenses (including interest incurred or earned by the fund itself) and realized carried interest all offset to the extent of interest income, and measures returns at the fund level on amounts that, if distributed, would be paid to investors of the fund. To the extent that a fund exceeds all requirements detailed within the applicable fund agreement, the estimated unrealized value is adjusted such that a percentage of up to 20.0% of the unrealized gain is allocated to the general partner of such fund, thereby reducing the balance attributable to fund investors. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor; "net IRR" of a credit fund represents the annualized return of a fund after management fees, carried interest income allocated to the general partner and certain other hind expenses, calculated on investors that pay such fees. The terminal value is the net asset value as of the reporting date. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor; "net IRR" of a real estate fund represents the cumulative cash flows in the fund (and not any one investor in the fund), on the basis of the actual timing of cash inflows received from and outflows paid to investors of the fund (assuming the ending net asset value as of December 31, 2016 or other date specified is paid to investors), excluding certain non-fee and non-carry bearing parties, and the return is annualized and compounded after management fees, carried interest, and certain other expenses (including interest incurred by the fund itself) and measures the returns to investors of the fund as a whole. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor; EFTA00613228 "net return" of a credit or real estate fund represents the gross return after management fees, incentive fees allocated to the general partner, or other fees and expenses. Returns of Athene sub-advised portfolios and CLOs represent the gross or net returns on invested assets, which exclude cash. Returns over multiple periods are calculated by geometrically linking each period's return over time; "our manager" means AGM Management, LLC, a Delaware limited liability company that is controlled by our Managing Partners; "permanent capital vehicles" refers to (a) assets that are owned by or related to Athene, (b) assets that are owned by or related to MidCap FinCo Limited ("MidCap") and managed by Apollo Capital Management, (c) assets of publicly traded vehicles managed by Apollo such as Apollo Investment Corporation ("AINV"), Apollo Commercial Real Estate Finance, Inc. ("ARI"), Apollo Tactical Income Fund Inc. ("AIF"), and Apollo Senior Floating Rate Fund Inc. ("AFT"), in each case that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law and (d) a non-traded business development company sub-advised by Apollo. The investment management arrangements of AINV, AIF and AFT have one year terms, are reviewed annually and remain in effect only if approved by the boards of directors of such companies or by the affirmative vote of the holders of a majority of the outstanding voting shares of such companies, including in either case, approval by a majority of the directors who are not "interested persons" as defined in the Investment Company Act of 1940. In addition, the investment management agreements of AINV, AIF and AFT may be terminated in certain circumstances upon 60 days' written notice. The investment management agreement of ARI has a one year term and is reviewed annually by ARI's board of directors and may be terminated under certain circumstances by an affinnative vote of at least two-thirds of ARI's independent directors. The investment management arrangements between MidCap and Apollo Capital Management, and Athene and Athene Asset Management, may also be terminated under certain circumstances; "private equity fund appreciation (depreciation)" refers to gain (loss) and income for the traditional private equity funds (as defined below), Apollo Natural Resources Partners, M. ("ANRP I"), Apollo Natural Resources Partners II, M. ("ANRP II"), Apollo Special Situations Fund, M. and AION Capital Partners Limited ("AION") for the periods presented on a total return basis before giving effect to fees and expenses. The performance percentage is determined by dividing (a) the change in the fair value of investments over the period presented, minus the change in invested capital over the period presented, plus the realized value for the period presented, by (b) the beginning unrealized value for the period presented plus the change in invested capital for the period presented. Returns over multiple periods are calculated by geometrically linking each period's return over time; "private equity investments" refer to (i) direct or indirect investments in existing and future private equity funds managed or sponsored by Apollo, (ii) direct or indirect co-investments with existing and future private equity funds managed or sponsored by Apollo, (iii) direct or indirect investments in securities which are not immediately capable of resale in a public market that Apollo identifies but does not pursue through its private equity funds, and (iv) investments of the type described in (i) through (iii) above made by Apollo funds; "Realized Value" refers to all cash investment proceeds received by the relevant Apollo fund, including interest and dividends, but does not give effect to management fees, expenses, incentive compensation or carried interest to be paid by such Apollo fund; "Remaining Cost" represents the initial investment of the general partner and limited partner investors in a fund, reduced for any return of capital distributed to date, excluding management fees, expenses, and any accrued preferred return; vi EFTA00613229 • "Strategic Investor" refers to the California Public Employees' Retirement System, or "CalPERS"; • "Total Invested Capital" refers to the aggregate cash invested by the relevant Apollo fund and includes capitalized costs relating to investment activities, if any, but does not give effect to cash pending investment or available for reserves; • "Total Value" represents the sum of the total Realized Value and Unrealized Value of investments; "traditional private equity funds" refers to Apollo Investment Fund I, M. ("Fund I"), AIF II, M. ("Fund II"), a mirrored investment account established to mirror Fund I and Fund II for investments in debt securities ("MIA"), Apollo Investment Fund III, M. (together with its parallel funds, "Fund III"), Apollo Investment Fund IV, M. (together with its parallel fund, "Fund IV"), Apollo Investment Fund V, M. (together with its parallel funds and alternative investment vehicles, "Fund V"), Apollo Investment Fund VI, M. (together with its parallel funds and alternative investment vehicles, "Fund VI"), Apollo Investment Fund VII, M. (together with its parallel funds and alternative investment vehicles, "Fund VII") and Apollo Investment Fund VIII, M. (together with its parallel funds and alternative investment vehicles, "Fund VIII"); "Unrealized Value" refers to the fair value consistent with valuations determined in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), for investments not yet realized and may include pay in kind, accrued interest and dividends receivable, if any. In addition, amounts include committed and funded amounts for certain investments; and "Vintage Year" refers to the year in which a fund's final capital raise occurred. vii EFTA00613230  ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is the accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus, together with additional information described under the heading "Where You Can Find More Information" in this prospectus supplement. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. Any statement made in this prospectus supplement, the accompanying prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. See "Where You Can Find More Information" in this prospectus supplement. We are responsible for the information contained in this prospectus supplement, the accompanying prospectus, any related free writing prospectus issued by us and the documents incorporated or deemed incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any other information that others may give you. This prospectus supplement may be used only where it is legal to sell the Series A Preferred Shares offered hereby. You should assume that the information in this prospectus supplement, the accompanying prospectus, any related free writing prospectus or any document incorporated or deemed incorporated herein by reference is accurate only as of the date on the front cover of those respective documents. Our business, financial condition, results of operations and prospects may have changed since such dates. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The laws of certain jurisdictions may restrict the distribution of this prospectus supplement and the offer and sale of the shares. Persons into whose possession this prospectus supplement or any of the shares come must inform themselves about, and observe, any such restrictions. Neither we nor our representatives, nor the underwriters or their representatives, are making any representation to you regarding the legality of any investment in the shares by you under applicable legal investment or similar laws or regulations. VALUATION AND RELATED DATA This prospectus supplement and the information incorporated by reference herein contains valuation data relating to the Apollo funds and related data that have been derived from such funds. When considering the valuation and related data presented in this prospectus supplement, you should bear in mind that the historical results of the private equity, credit and real estate funds that we have managed or sponsored in the past are not indicative of the future results that you should expect from the Apollo funds or from us. viii EFTA00613231  INCORPORATION OF DOCUMENTS BY REFERENCE The Commission allows us to "incorporate by reference" the information we file with the Commission, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus supplement and the accompanying prospectus. In all cases, you should rely on the later information over different information included in this prospectus supplement. We incorporate by reference the following documents which have been filed with the Commission: Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on February 13, 2017 (the "2016 Annual Report"); • Our Current Reports on Form 8-K filed with the Commission on January 6, 2017 and February 13, 2017; and • All documents filed by Apollo Global Management, LLC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this prospectus supplement and before the termination of the offering to which this prospectus supplement relates (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein). Upon request, we will provide to each person to whom a prospectus supplement is delivered a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with the prospectus supplement. You may request a copy of these filings or a copy of any or all of the documents referred to above which have been incorporated in this prospectus supplement by reference, at no cost, by writing or telephoning us at the following address: Apollo Global Management, LLC 9 West 57th Street, 43rd Floor New York, New York 10019 Telephone: (212) 515.3200 You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus that we authorize. We have not authorized any person, including any underwriter, salesperson or broker, to provide information other than that provided in this prospectus supplement, the accompanying prospectus or any free writing prospectus that we authorize. We have not authorized anyone to provide you with different information. We do not take responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are not making an offer of the securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus, any free writing prospectus that we authorize or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. Except as described above or elsewhere in this prospectus supplement, no other information is incorporated by reference in this prospectus supplement or the accompanying prospectus (including, without limitation, information on our website). ix EFTA00613232  WHERE YOU CAN FIND MORE INFORMATION We have filed with the Commission a registration statement on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares offered in this prospectus supplement. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement on Form S-3 and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the Commission. For further information about us and the shares, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus supplement or the accompany prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement. Anyone may inspect the registration statement on Form S-3 and its exhibits and schedules without charge at the public reference facilities the Commission maintains at 100 F Street, M., Washington, M. 20549. You may obtain copies of all or any part of these materials from the Commission upon the payment of certain fees prescribed by the Commission. You may obtain further information about the operation of the Commission's Public Reference Room by calling the Commission at l -800-SEC-0330. You may also inspect these reports and other information without charge at the website maintained by the Commission. The address of this website is www.sec.gov. We are subject to the informational requirements of the Exchange Act and are required to file reports and other information with the Commission. You can inspect and copy these reports and other information at the public reference facilities maintained by the Commission at the address noted above. You can also obtain copies of this material from the Public Reference Room as described above, or inspect them without charge at the Commission's website. We furnish our shareholders with annual reports containing consolidated financial statements audited by our independent registered public accounting firm. We maintain a website at Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus supplement forms a part, and you should not rely on any such information in making your decision whether to purchase our Series A Preferred Shares. No person has been authorized to give any information or to make any representation other than those contained in this prospectus supplement, the accompanying prospectus and any free writing prospectus, and, if given or made, any information or representations must not be relied upon as having been authorized. This prospectus supplement, the accompanying prospectus or any free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy these securities in any circumstances in which this offer or solicitation is unlawful. Neither the delivery of this prospectus supplement nor any sale made under this prospectus supplement shall, under any circumstances, create any implication that there has been no change in the affairs of Apollo Global Management, LLC since the date of this prospectus supplement. EFTA00613233  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus may contain forward looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, discussions related to Apollo's expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements arc based on management's beliefs, as well as assumptions made by, and information currently available to, management. When used in this prospectus supplement and the accompanying prospectus, the words "believe," "anticipate," "estimate," "expect," "intend" and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks relating to our dependence on certain key personnel, our ability to raise new private equity, credit or real estate funds, market conditions generally, our ability to manage our growth, fund performance, changes in our regulatory environment and tax status, the variability of our revenues, net income and cash flow, our use of leverage to finance our businesses and investments by our funds and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled "Risk Factors" in this prospectus supplement and the documents incorporated by reference herein, including the factors described in the Company's 2016 Annual Report, and other factors as may be described from time to time in our periodic filings with the Commission, which are accessible on the Commission's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the o