Introductory Note
On September 2, 2025, Bridge Investment Group Holdings Inc., a Delaware corporation (the “Company”), Apollo Global Management, Inc., a Delaware corporation (“Parent”), Bridge Investment Group Holdings LLC, a Delaware limited liability company and subsidiary of the Company (“OpCo”), Aspen PubCo Merger Sub I, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“Merger Sub Inc.”) and Aspen Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub LLC” and, together with Merger Sub Inc., the “Merger Subs”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated February 23, 2025 (the “Merger Agreement”), by and among the Company, Parent, OpCo, the Merger Subs, and, solely for purposes of Section 6.16 thereof, Adam O’Farrell as the OpCo Representative. Upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub Inc. merged with and into the Company (the “Corporate Merger”), with the Company surviving such merger as the surviving corporation and a wholly owned subsidiary of Parent (the “Surviving Corporation”) and Merger Sub LLC merged with and into OpCo with OpCo surviving such merger as the surviving limited liability company and a wholly owned subsidiary of Parent (the “LLC Merger” and, together with the Corporate Merger, the “Mergers,” and the Mergers, collectively with all other transactions contemplated by the Merger Agreement, the “Transactions”). Each capitalized term used herein but not otherwise defined has the meaning given to it in the Merger Agreement.
The Corporate Merger became effective at the time the Certificate of Merger was filed with the Delaware Secretary of State on September 2, 2025 (the “Effective Time”) and the LLC Merger became effective at the time the OpCo Certificate of Merger was filed with the Delaware Secretary of State on September 2, 2025 (the “LLC Merger Effective Time”).
| Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, and 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
Effect of Corporate Merger on Capital Stock
On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i) each share of Class A common stock, $0.01 par value per share, of the Company (the “Class A Common Stock”) issued and outstanding immediately prior to the Effective Time (but excluding any shares of Company Common Stock that were owned directly by Parent, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Company) was cancelled and extinguished and automatically converted into the right to receive from Parent a number of validly issued, fully paid and nonassessable shares of Parent common stock equal to 0.07081 (the “Class A Exchange Ratio”) and cash in lieu of fractional shares of Parent common stock, if any, in each case, in accordance with the procedures set forth in the Merger Agreement and without interest (the “Class A Corporate Merger Consideration”), payable to the holder thereof, without interest, in accordance with the terms of the Merger Agreement, (ii) each share of Class B common stock, $0.01 par value per share, of the Company (the “Class B Common Stock,” and together with the Class A Common Stock, the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time was, by virtue of the Corporate Merger, and without any action on the part of the holder thereof (but excluding any shares of Company Common Stock that were owned directly by Parent, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Company), cancelled and extinguished and automatically converted into the right to receive from Parent a number of validly issued, fully paid and nonassessable shares of Parent common stock equal to 0.00006 (subject to such adjustments as may be required to ensure that the value of the Class B Corporate Merger Consideration received at the Effective Time in respect of one share of Class B Common Stock does not exceed $0.01, the “Class B Exchange Ratio”), and cash in lieu of fractional shares of Parent common stock, if any, in each case, in accordance with the procedures set forth in the Merger Agreement and without interest (the “Class B Corporate Merger Consideration,” and together with the Class A Corporate Merger Consideration, the “Corporate Merger Consideration”), payable to the holder thereof, without interest, in accordance with the terms of the Merger Agreement, and (iii) each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time was converted into and became one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
