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ARI > SEC Filings for ARI > Form 8-K on 6-May-2014All Recent SEC Filings

Show all filings for APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.

Form 8-K for APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.


6-May-2014

Entry into a Material Definitive Agreement, Financial


Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On April 30, 2014, Apollo Commercial Real Estate Finance, Inc. (the "Company) entered into an underwriting agreement (the "Underwriting Agreement"), by and among the Company, ACREFI Management, LLC, the Company's external manager (the "Manager"), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. (the "Underwriters"). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth in the Underwriting Agreement, an aggregate of 9,000,000 shares of the Company's common stock, par value $0.01 per share (the "Shares"). In addition, the Company granted to the Underwriters a 30-day option to purchase up to an additional 1,350,000 Shares.

The public offering, expected to close on May 6, 2014, will generate net proceeds of approximately $146.9 million, after deducting estimated transaction expenses. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

The preceding description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 1.1*     Underwriting Agreement dated April 30, 2014, by and among the Company,
          the Manager, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce,
          Fenner & Smith Incorporated and Citigroup Global Markets Inc., as
          representatives of the several Underwriters listed on Schedule 1
          attached thereto

 5.1*     Opinion of Clifford Chance US LLP regarding the legality of the shares
          of common stock

 8.1*     Opinion of Clifford Chance US LLP regarding certain tax matters

23.1      Consent of Clifford Chance US LLP (included in Exhibit 5.1)

23.2      Consent of Clifford Chance US LLP (included in Exhibit 8.1)

* Filed herewith.


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