425: Apollo Global Management to Acquire Bridge Investment Group Holdings in Merger Deal

Apollo Global Management is set to acquire Bridge Investment Group Holdings, with the transaction expected to close in the third quarter of 2025.

Summary

• Apollo Global Management will acquire Bridge Investment Group Holdings Inc.
• The merger agreement was signed on February 23, 2025.
• The transaction is expected to close in the third quarter of 2025.
• Bridge LLC Class A common unitholders will receive 0.07081 shares of Apollo common stock for each unit.
• The exchange ratio is fixed but may be adjusted for certain capital changes.
• Apollo will appoint an exchange agent to handle the exchange of units for Apollo stock.
• Shares of Apollo common stock received in the mergers will be freely tradable, with some exceptions for affiliates and those with lock-up agreements.
• A Second Amended and Restated Tax Receivable Agreement will become effective prior to the merger, modifying tax benefit payments.
• The exchange of Bridge LLC Class A common units for Apollo common stock is intended to be a taxable event.
• Bridge LLC Class A common unitholders will continue to receive allocations of income, gain, loss, and deduction from Bridge LLC prior to the Closing.
• Bridge LLC Class A common unitholders will continue to receive quarterly tax distributions from Bridge LLC prior to the Closing.

Sentiment

Score: 7

Explanation: The document is largely factual and informative, outlining the terms of the merger. The sentiment is neutral to slightly positive, as the acquisition is presented as a beneficial transaction for both companies and their stakeholders.

Positives

• Bridge LLC Class A common unitholders will receive shares of Apollo common stock in the merger.
• Shares of Apollo common stock received in the mergers will be freely tradable for most unitholders.
• The Second A&R Tax Receivable Agreement ensures continued payments for tax benefits.
• Bridge LLC Class A common unitholders will continue to receive allocations of income, gain, loss, and deduction from Bridge LLC prior to the Closing.
• Bridge LLC Class A common unitholders will continue to receive quarterly tax distributions from Bridge LLC prior to the Closing.

Negatives

• The exchange of Bridge LLC Class A common units for Apollo common stock is intended to be a taxable event for holders of Bridge LLC Class A common units.
• Some Bridge LLC Class A common unitholders may be subject to lock-up agreements, restricting the sale of Apollo stock.
• Certain Bridge LLC Class A common unitholders are party to a voting agreement with Apollo, pursuant to which and on the terms and subject to the conditions thereof, among other things, such unitholder has agreed to (i) vote (or cause to be voted) all of the Bridge Class A common stock, Bridge Class B common stock and Bridge LLC Class A common units of which they are the sole or shared record and/or beneficial owner (the covered shares), among other things, in favor of the merger proposal and the adjournment proposal, as applicable, and (ii) not sell any of their respective covered shares prior to the Closing (subject to certain limited exceptions).

Risks

• The transaction is subject to conditions beyond the companies' control, which could delay or prevent completion.
• The ultimate outcome of the proposed transaction between Apollo and Bridge, including the possibility that Bridges stockholders will not adopt the merger agreement in respect of the proposed transaction.
• Difficulties in retaining and hiring key personnel and employees.
• The ability to maintain favorable business relationships with customers and other business partners.
• The occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement and the proposed transaction.
• The anticipated or actual tax treatment of the proposed transaction.
• The ability to satisfy closing conditions to the completion of the proposed transaction (including the adoption of the merger agreement in respect of the proposed transaction by Bridges stockholders).
• Global market, political and economic conditions, including in the markets in which Apollo and Bridge operate.
• The ability to secure government regulatory approvals on the terms expected, at all or in a timely manner.
• The global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates, and potential recessionary or depressionary conditions.
• Cyber-attacks, information security and data privacy.
• The impact of public health crises, such as pandemics and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets.
• Litigation and regulatory proceedings, including any proceedings that may be instituted against Apollo or Bridge related to the proposed transaction.
• Disruptions of Apollos or Bridges information technology systems.

Future Outlook

Apollo and Bridge expect the mergers to be completed in the third quarter of 2025, subject to conditions beyond their control.

Industry Context

This acquisition reflects a trend of consolidation in the asset management industry, as larger firms seek to expand their capabilities and market reach.

Comparison to Industry Standards

• Blackstone's acquisition of Equity Office Properties and Brookfield Asset Management's acquisition of Oaktree Capital Management are comparable transactions in the asset management space.
• The exchange ratio of 0.07081 shares of Apollo common stock per Bridge LLC Class A common unit is within the typical range for similar transactions, reflecting market conditions and company valuations.

Stakeholder Impact

• Bridge LLC Class A common unitholders will receive Apollo common stock.
• TRA Members will receive payments under the Second A&R Tax Receivable Agreement.
• Employees may be affected by the integration of the two companies.

Next Steps

• Bridge stockholders need to adopt the merger agreement.
• Apollo will file a definitive prospectus and Bridge will file a definitive proxy statement.
• Bridge will commence mailing the definitive proxy statement/prospectus to stockholders.
• The exchange agent will send a letter of transmittal to holders of Bridge LLC Class A common units.
• Holders of Bridge LLC Class A common units will surrender their units to the exchange agent.

Key Dates

Keywords

Apollo Global Management, Bridge Investment Group, Merger, Acquisition, Class A Common Units, Tax Receivable Agreement, Stock Exchange, Delaware, Merger Agreement