DEFM14A: Apollo Global Management to Acquire Bridge Investment Group in Stock Deal

Bridge Investment Group Holdings Inc. is set to be acquired by Apollo Global Management, Inc. in a stock-for-stock transaction, pending stockholder approval.

Summary

• Bridge Investment Group Holdings Inc. has entered into a merger agreement with Apollo Global Management, Inc. where Apollo will acquire Bridge.
• Merger Sub Inc., a subsidiary of Apollo, will merge with Bridge, with Bridge surviving as a wholly-owned subsidiary of Apollo.
• Merger Sub LLC, another Apollo subsidiary, will merge with Bridge Investment Group Holdings LLC, which will also become a wholly-owned subsidiary of Apollo.
• Bridge Class A common stockholders will receive 0.07081 shares of Apollo common stock for each share they hold.
• Bridge Class B common stockholders will receive 0.00006 shares of Apollo common stock for each share, subject to adjustments to ensure the value does not exceed $0.01 per share.
• Bridge LLC Class A common unit holders will receive a number of Apollo common stock shares equal to the Class A exchange ratio for each unit held.
• Former Bridge stockholders are expected to own approximately 1.7% of the outstanding Apollo common stock after the mergers, based on Apollo's outstanding common stock as of May 9, 2025.
• The Bridge Board of Directors recommends stockholders vote in favor of adopting the merger agreement.
• A special meeting of Bridge stockholders is scheduled for June 17, 2025, to vote on the merger agreement.
• The transaction is expected to close in the third quarter of 2025, subject to customary closing conditions, including regulatory approvals and stockholder approval.

Sentiment

Score: 7

Explanation: The document is a formal announcement of a merger agreement, so the sentiment is neutral to positive. The deal is recommended by the board, suggesting a positive outlook for shareholders.

Positives

• Bridge stockholders will receive shares of a larger, more diversified company, Apollo Global Management.
• The Bridge Board of Directors recommends stockholders vote in favor of the merger agreement.
• The special committee and the Bridge Board believe that the merger agreement and the transactions contemplated thereby are fair to Bridge stockholders (including its unaffiliated stockholders).

Negatives

• The market value of the merger consideration will fluctuate with the market price of Apollo common stock until the transactions are complete.
• Bridge stockholders will own a small percentage (approximately 1.7%) of the combined company.
• If the mergers are not completed, Bridge stockholders will not receive any consideration for their shares of Bridge common stock.

Risks

• The mergers are subject to conditions, some of which may not be satisfied.
• If the Corporate Merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code, Bridge stockholders may be required to pay substantial U.S. federal income taxes.
• The merger agreement contains provisions that limit Bridges ability to pursue alternatives to the mergers.
• Each party is subject to business uncertainties and contractual restrictions while the contemplated mergers are pending, which could adversely affect each partys business and operations.
• The mergers are subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Bridge and/or Apollo following the transaction or that could delay, prevent or increase the costs associated with completion of the mergers.
• The exchange ratios are fixed and will not be adjusted in the event of any change in either Apollos or Bridges stock price.
• Members of the Bridge Board and Bridges executive officers have interests in the mergers that are different from, or in addition to, those of other stockholders.
• The opinions of Bridges and the special committees financial advisors will not reflect changes in circumstances between the signing of the merger agreement and the completion of the mergers.
• Bridge may be unable to attract or retain key employees during the pendency of the mergers.
• Potential litigation against Apollo and Bridge could result in substantial costs, an injunction preventing the completion of the mergers and/or a judgment resulting in the payment of damages.
• Completion of the mergers may trigger change in control or other provisions in certain agreements (including agreements with certain portfolio investments of Bridge sponsored funds) to which Bridge or a subsidiary or affiliated entity is a party, or result in the assignment of the investment management agreements between Bridge and the funds and other accounts Bridge manages, which, in each case, may have an adverse impact on Apollos business and results of operations after the mergers.
• Bridge stockholders are not entitled to appraisal rights in connection with the mergers.
• The shares of Apollo common stock to be received by Bridge stockholders and holders of Bridge LLC Class A common units upon completion of the Corporate Merger will have different rights from shares of Bridge common stock and Bridge LLC Class A common units.
• Bridge stockholders will have a significantly reduced ownership and voting interest after the mergers and will exercise less influence over the policies of Apollo following the transaction than they now have on the policies of Bridge.
• Apollo may not achieve the intended benefits and the mergers may disrupt its current plans or operations.
• The market price of Apollo common stock may decline as a result of the mergers.
• The mergers may result in a loss of clients and other business partners and may result in the termination of existing contracts.
• Apollos certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain legal actions between Apollo and its stockholders, which could limit Apollo stockholders ability to obtain a judicial forum viewed by the stockholders as more favorable for disputes with Apollo or Apollos directors, officers or employees, and the enforceability of the exclusive forum provision may be subject to uncertainty.

Future Outlook

Apollo and Bridge expect that the transactions will be completed in the third quarter of 2025.

Management Comments

• The Bridge Board, acting upon the unanimous recommendation of a special committee, determined that the merger agreement and the transactions contemplated thereby are fair to, advisable and in the best interests of Bridge and its stockholders.
• The Bridge Board recommends that Bridge stockholders vote FOR the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the mergers and FOR the proposal to adjourn the special meeting, if necessary or appropriate.

Industry Context

This announcement reflects a trend of consolidation in the asset management industry, as firms seek to expand their capabilities and reach a broader range of investors.

Comparison to Industry Standards

• The document does not provide specific details on how the deal compares to global benchmarks in terms of valuation multiples or deal structure.
• However, it mentions comparable companies used in financial analyses by J.P. Morgan, including Blackstone, KKR, Apollo, Brookfield Asset Management, Ares Management Corporation, EQT Corporation, Blue Owl Capital Inc., TPG Inc., The Carlyle Group Inc., Antin Infrastructure Partners, and DigitalBridge Group, Inc.

Stakeholder Impact

• Bridge stockholders will receive Apollo common stock and cash in lieu of fractional shares.
• Bridge employees will have their equity awards converted into Apollo equity awards.
• The merger may impact relationships with Bridge clients and other business partners.

Next Steps

• Bridge stockholders will vote on the merger proposal at a special meeting on June 17, 2025.
• Apollo and Bridge will work to obtain the necessary regulatory approvals.
• The parties will work to satisfy the other closing conditions outlined in the merger agreement.
• Apollo expects to offer to prepay all $450 million aggregate principal amount of Bridge LLCs outstanding notes.
• Apollo expects Bridge to repay all outstanding borrowings under the Credit Agreement, dated as of June 3, 2022.

Key Dates

Keywords

merger, acquisition, Apollo Global Management, Bridge Investment Group, stockholders, merger agreement, common stock, subsidiary, transactions, voting, proxy, consideration, units, regulatory, financial