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Apollo Commercial Real Estate Finance, Inc. Announces Pricing of Public Offering of Convertible Senior Notes

October 2, 2018

NEW YORK--(BUSINESS WIRE)--Oct 2, 2018--Apollo Commercial Real Estate Finance, Inc. (the “Company” or “ARI”) (NYSE:ARI) today announced the pricing of its public offering of $200 million aggregate principal amount of Convertible Senior Notes due 2023 (the “Notes”). The Notes were priced at 98.5% of their principal amount, plus accrued interest, if any, from, and including, October 5, 2018. The Company has granted to the underwriters a 13-day option to purchase up to an additional $30 million aggregate principal amount of the Notes at the public offering price, less the underwriting discount, plus accrued interest, if any. The Notes will bear interest at a rate equal to 5.375% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2019. The conversion rate will initially equal 48.7187 shares of common stock per $1,000 principal amount of Notes, which is equivalent to a conversion price of approximately $20.53 per share of common stock, representing an approximate 10% conversion premium based on the closing price of the Company’s common stock of $18.66 per share on October 2, 2018. The initial conversion rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The Notes will mature on October 15, 2023. The offering is expected to close on or about October 5, 2018, subject to customary closing conditions.

ARI intends to use the net proceeds from the offering for general corporate purposes, which may include the repurchase, redemption or exchange of its outstanding debt and equity securities from time to time, the acquisition or origination of its target assets, which include performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments, and for working capital. Pending such uses, ARI may use a portion of the net proceeds from the offering to temporarily reduce borrowings under its repurchase agreements.

Goldman Sachs & Co. LLC, Deutsche Bank Securities, and J.P. Morgan are the joint book-running managers for the offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission and become effective under the Securities Act of 1933, as amended. The offering will be made only by means of a prospectus supplement and accompanying prospectus. A copy of the preliminary prospectus supplement (and, when available, the final prospectus supplement) and the accompanying prospectus related to the offering can be obtained by contacting Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by email at Prospectus-ny@ny.email.gs.com; Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, or by telephone at (800) 503-4611, or by email at prospectus.CPDG@db.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, or by calling 866-803-9204.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Apollo Commercial Real Estate Finance, Inc.

Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI) is a real estate investment trust that primarily originates, acquires, invests in and manages performing commercial real estate mortgage loans, subordinate financings and other commercial real estate-related debt investments. The Company is externally managed and advised by ACREFI Management, LLC, a Delaware limited liability company and an indirect subsidiary of Apollo Global Management, LLC, a leading global alternative investment manager with approximately $269.5 billion of assets under management at June 30, 2018.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These forward-looking statements include information about possible or assumed future results of the Company’s business, financial condition, liquidity, results of operations, plans and objectives. When used in this release, the words believe, expect, anticipate, estimate, plan, continue, intend, should, may or similar expressions, are intended to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: the return on equity; the yield on investments; the ability to borrow to finance assets; the Company’s ability to deploy the proceeds of its capital raises or acquire its target assets; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. For a further list and description of such risks and uncertainties, see the reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements, and other risks, uncertainties and factors are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

View source version on businesswire.com:https://www.businesswire.com/news/home/20181002006113/en/

CONTACT: Apollo Commercial Real Estate Finance, Inc.

Hilary Ginsberg

Investor Relations

(212) 822-0767

KEYWORD: UNITED STATES NORTH AMERICA NEW YORK

INDUSTRY KEYWORD: PROFESSIONAL SERVICES REIT BANKING FINANCE CONSTRUCTION & PROPERTY COMMERCIAL BUILDING & REAL ESTATE

SOURCE: Apollo Commercial Real Estate Finance, Inc.

Copyright Business Wire 2018.

PUB: 10/02/2018 06:10 PM/DISC: 10/02/2018 06:10 PM

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