Apollo Origination II (Levered) Capital Trust

Legal form and regulatory status

• Delaware statutory trust formed June 26, 2024.
• Non-diversified, closed-end management investment company.
• Elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940.
• Elected, and intends to qualify annually, as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code.

History and current structure

• Predecessor merger with AOP II Capital Trust One; the Company survived as a wholly owned subsidiary of its parent, Apollo Origination Partnership II (Levered AIV), L.P.
• Under the Reorganization Agreement, the Company acquired all membership interests in AOP II Origination Holdings (L), LLC (the Investment Portfolio HoldCo) from Intermediate HoldCo, an interest of the Parent.
• Name changed on March 26, 2025 from “Apollo Origination II (L) Capital Trust” to “Apollo Origination II (Levered) Capital Trust”; Certificate of Amendment filed March 27, 2025.

Investment objective and strategy

• Objective: Generate current income and, to a lesser extent, long-term capital appreciation.
• Primary focus: Private credit opportunities, principally originated, secured loans or debt securities issued to corporate borrowers with generally $100 million+ EBITDA.
• Geography: Primarily private U.S. companies; occasional investments in Europe and other non-U.S. jurisdictions are expected.
• Portfolio content: May include equity interests (common stock, preferred stock, warrants, options) as part of financing solutions; may invest in loans or securities whose proceeds refinance or repay debt owned by other Apollo funds; may co-invest with other Apollo funds.
• Leverage: Expects to use leverage up to the 1940 Act limit (currently up to a 2:1 debt-to-equity ratio).
• Credit focus: Emphasis on senior secured/first-lien loans; targets roughly 40–50% loan-to-value where feasible; may include CLOs or structured financing solutions and may securitize debt investments via wholly owned subsidiaries.
• Target allocation: At least 80% of the portfolio to large private U.S. borrowers (EBITDA $100 million+); up to ~20% in other private credit (including middle-market U.S. and European borrowers, syndicated loans, mezzanine, and similar).
• Industry scope: Broad; may invest across sectors where attractive opportunities arise.
• Sourcing and structuring: Uses Apollo’s scale and platform to source, diligence, and structure transactions; emphasizes downside protection and strong covenants; favors direct origination and bilateral negotiations with borrowers.

Portfolio management and valuation

• Valuation: The Adviser is the valuation designee under Rule 2a-5. Fair value determinations are made by the Adviser with input from independent valuation firms when needed. Investments without readily available public quotes are appraised in good faith by the Adviser with independent support.
• Monitoring: Ongoing portfolio monitoring with risk management embedded in Apollo’s platform; active engagement with portfolio company management teams and sponsors; enhanced monitoring if credit quality deteriorates.

Capital structure and funding

• Private offering: Common Shares were sold in a private offering. Initial Closing admitted one shareholder for $800 million in capital commitments.
• Subsequent drawdowns (capital calls):
  • Sept 11, 2025: 934,579 Shares issued; $25 million proceeds.
  • Nov 21, 2025: 1,101,726 Shares issued; $30 million proceeds.
  • Dec 19, 2025: 3,463,361 Shares issued; $95 million proceeds.
• Facilities and borrowings: Uses borrowings and facilities (e.g., AOP II Maple Credit Facility and AOP II Jasmine Credit Facility) to finance investments and operations. Facilities include revolving components, multi-year terms, and borrowings denominated in multiple currencies.
• Asset coverage and temporary borrowings: As a BDC, asset coverage is 150% (equivalent to up to 2:1 debt-to-equity). The Company may borrow up to 5% of total assets for temporary or emergency purposes without those borrowings being considered senior securities.

Management, administration, and fees

• Adviser: Apollo Credit Management, LLC (ACM), an SEC-registered investment adviser and affiliate of Apollo Global Management; ACM provides day-to-day investment management services.
• Administration: ACM also serves as Administrator, providing or overseeing administrative and compliance services, NAV calculation, regulatory reporting, and related functions; sub-administrators or custodians may be engaged.
• Fees:
  • Base management fee: 0.70% per year of the Company’s net assets, accrued monthly and paid quarterly in arrears.
  • Incentive fees (two components):
    • On Pre-Incentive Fee Net Investment Income: tied to quarterly returns above a hurdle rate (1.50% per quarter, 6.00% annualized) with a catch-up mechanism and a 10% share of excess returns above specified levels.
    • On Capital Gains: 10% of cumulative realized capital gains (net of realized losses and depreciation) from inception, measured annually. Accruals for unrealized gains are made but payments occur upon realization, consistent with Advisers Act restrictions.
• Fees charged by the Adviser and Administrator are borne by shareholders; detailed allocations and expense treatments are described in the offering materials.

Shareholder rights and liquidity

• Common Shares are not freely transferable and there are generally no redemption rights.
• Transfers require Adviser consent and are subject to conditions; shares are issued at NAV per share with drawdown-based pricing.
• The Company intends to distribute substantially all available earnings on a current basis (generally quarterly), with timing and amounts determined by the Board.

Governance and operations

• Board of Trustees: Three members, including two Independent Trustees; responsible for oversight of the Adviser and other service providers.
• Compliance and ethics: The Company and the Adviser maintain compliance programs, ethics policies, and risk and governance frameworks, with emphasis on managing conflicts of interest given the integrated Apollo platform.

Qualifying assets and U.S. tax status

• Qualifying assets: May invest in securities of eligible portfolio companies, cash equivalents, U.S. government securities, and high-quality short-term debt to meet the 70% Qualifying Asset test for BDC status.
• Tax: The Company intends to qualify as a RIC and must meet gross income and asset diversification tests. Distributions are structured to satisfy RIC requirements.

Risks and other considerations

• Performance depends on the Adviser’s ability to source, diligence, structure, and monitor investments; reliance on Apollo’s platform and personnel can create conflicts and concentration risk.
• The private offering structure and illiquid nature of many portfolio investments limit liquidity; issuance of additional equity could dilute existing shareholders if issued at a discount.
• The Company may use derivatives and securitizations (including potential CLOs) subject to regulatory limits and internal risk controls.
• The filing contains further risk disclosures covering market conditions, leverage, cyber risk, regulatory changes, and operational risks.

Notable numbers

• Initial Closing: 1 shareholder admitted for $800 million in capital commitments.
• Capital raises (drawdowns): $25 million (Sept 2025), $30 million (Nov 2025), $95 million (Dec 2025).
• Shares issued and proceeds:
  • 934,579 Shares for $25 million.
  • 1,101,726 Shares for $30 million.
  • 3,463,361 Shares for $95 million.
• Asset coverage and leverage: 150% asset coverage target; leverage up to 2:1 debt-to-equity; temporary borrowings up to 5% of total assets allowed.
• Portfolio allocation target: At least 80% in large private U.S. borrowers; up to 20% in other private credit and structured solutions.
• Management fee: 0.70% annual base fee on net assets.
• Incentive fees: Income-based incentive with hurdle and catch-up; capital gains incentive at 10% of cumulative realized gains.

Context within the Apollo platform

• Adviser and Administrator are part of Apollo’s broader platform. Apollo reported $938 billion of assets under management as of Dec 31, 2025, and operates a large global organization that includes affiliated teams such as Athene.
• The Company has no employees; investment and administrative services are provided by ACM and Apollo-affiliated teams.

Summary Apollo Origination II (Levered) Capital Trust is a corporate-credit-focused BDC/RIC that uses Apollo’s platform to source, structure, and monitor private debt investments—primarily senior secured loans to large U.S. borrowers—employing leverage, securitization options, and co-investment capabilities. It is funded via a private capital-commitment structure with ongoing drawdowns, targets a 150% asset coverage (2:1 leverage) framework, and charges base management and performance-based fees to shareholders.