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SEC Filings
424B5
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. filed this Form 424B5 on 11/08/2017
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ADDITIONAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of additional U.S. federal income tax considerations applicable to “U.S. Holders” or “Non-U.S. Holders” (as such terms are defined below) relating to the purchase, ownership and disposition of the notes offered pursuant to this prospectus supplement and provides certain additional U.S. federal income tax considerations with respect to our taxation as a REIT and ownership of the shares of our common stock into which the notes may be converted. Prospective holders of the notes should review the discussion in the accompanying prospectus under the heading “U.S. Federal Income Tax Considerations,” as supplemented below, for a more detailed summary of the U.S. federal income tax consequences of the purchase, ownership and disposition of our common stock and our election to be subject to U.S. federal income tax as a REIT. Terms not otherwise defined herein have the meaning assigned to them in the Prospectus.

This issuance of notes is intended to be treated as a “qualified reopening” of the initial notes for purposes of applicable Treasury Regulations. Accordingly, the notes are intended to be treated as being fungible with the initial notes for U.S. federal income tax purposes and will be treated as part of the same “issue” as the initial notes, and will have the same “issue date” and “issue price” as the initial notes for U.S. federal income tax purposes.

This summary is for general information only, and does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular holder of the notes in light of its investment or tax circumstances or to holders subject to special tax rules, such as:

 

    U.S. expatriates;

 

    persons who mark-to-market the notes or our common stock;

 

    subchapter S corporations;

 

    U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

 

    financial institutions;

 

    insurance companies;

 

    broker-dealers;

 

    regulated investment companies;

 

    trusts and estates;

 

    holders who receive the notes or our common stock through the exercise of employee stock options or otherwise as compensation;

 

    persons holding notes or our common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;

 

    persons subject to the alternative minimum tax provisions of the Internal Revenue Code;

 

    holders of notes who do not acquire the notes in this offering for cash at the price set forth on the cover of this prospectus supplement; and

 

    except to the extent discussed below, tax-exempt organizations and Non-U.S. Holders (as defined below).

This summary deals only with holders of our common stock and holders of notes that hold such stock or notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code.

You are urged both to review the following discussion and to consult with your tax advisor to determine the effect of ownership and disposition of the notes and the conversion of notes into shares of our common stock on your individual tax situation, including any state, local, or non-U.S. tax consequences.

 

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