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APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. filed this Form 424B5 on 11/08/2017
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Non-U.S. Holder provides us or our paying agent with a properly executed (1) IRS Form W-8ECI (or other applicable form) stating that interest paid on the Non-U.S. Holder’s notes is not subject to withholding tax because it is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (in which case such interest would be treated as described under “—U.S. Holders of the Notes—Interest on the Notes”), or (2) IRS Form W-8BEN, IRS Form W-8BEN-E, or other applicable form claiming an exemption from or reduction in this withholding tax under an applicable income tax treaty.

Adjustments to Conversion Rate

The conversion rate is subject to adjustment in certain circumstances. Any such adjustment (or failure to make an adjustment) could, in certain circumstances, give rise to a deemed distribution or other income to Non-U.S. Holders of the notes. See “—U.S. Holders of the Notes—Adjustments to Conversion Rate” above. In such circumstances, a Non-U.S. Holder will be deemed to have received constructive distributions from us, even though such Non-U.S. Holder has not received any cash or property as a result of such adjustments. The deemed distribution would be subject to the rules described under “U.S. Federal Income Tax Considerations—Taxation of Non-U.S. Stockholders” in the accompanying prospectus.

In the case of a deemed distribution, because such deemed distribution will not give rise to any cash from which any applicable U.S. federal withholding tax can be satisfied, the indenture provides that we may set off any withholding tax that we are required to collect with respect to any such deemed distribution against cash payments of interest or from cash or shares of our common stock otherwise deliverable to a holder upon a conversion of notes or a redemption or repurchase of a note. Non-U.S. Holders who are subject to withholding tax under such circumstances are urged to consult their tax advisors as to whether it can obtain a refund for all or a portion of the withholding tax.

Conversion, Sale or Other Disposition of Notes

Subject to the discussion below, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain realized on the conversion, sale, exchange, redemption, or other taxable disposition of the notes unless:


    the gain is effectively connected with the Non-U.S. Holder’s conduct of a U.S. trade or business, in which case, the gain will be taxed as discussed below under “—Income or Gains Effectively Connected with a U.S. Trade or Business”;


    the Non-U.S. Holder is an individual who is present in the United States for 183 or more days during the taxable year of the disposition and specific other conditions are met (in which case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by United States source capital losses, generally will be subject to U.S. federal income tax at a rate of 30% (or lower applicable treaty rate), even though the Non-U.S. Holder is not considered a resident alien under the Internal Revenue Code); or


    the rules of FIRPTA treat the notes as USRPIs (as such terms are defined below).

If the gain is described in the first bullet point above, the Non-U.S. Holder generally will be subject to U.S. federal income tax as described under “—Income or Gains Effectively Connected with a U.S. Trade or Business.” With respect to the third bullet point above, we do not expect that the notes will constitute USRPIs. However, even if our common stock constitutes a USRPI, a Non-U.S. Holder’s disposition of the notes generally will still not be subject to tax under FIRPTA as a disposition of a USRPI provided that (i) our common stock is “regularly traded” on an established securities market (as defined by applicable Treasury regulations) and (ii) the Non-U.S. Holder did not own, actually or constructively, notes whose total fair market value on the date they were acquired (and on the date or dates any additional notes were acquired) exceeded the fair market value on that date (and on the date or dates any additional notes were acquired) of 10% of all of our common stock or, if