Apollo Debt Solutions Bought 33.9% of Shares Tendered in Its Third-Quarter Offer, Its Third Prorated Quarter in a Row
Holders of the non-traded BDC tendered 86.7 million shares against an offer for 29.4 million. Through December 2025 the fund had bought every share tendered; in 2026 it has bought between 29.8% and 45.2%, and Apollo estimates most of the latest requests were re-tenders.
Key facts
5- Final amendment to the tender offer statement filed November 5, 2026 (accession 0001193125-26-449932): 86,655,453 shares validly tendered by the September 14, 2026 expiration; 29,368,950 accepted 'on a pro rata basis', representing 5% of shares outstanding at June 30, 2026.
- Accepted holders first received non-interest-bearing, non-transferable promissory notes; the fund then paid $698,301,158 under them on or about October 30, 2026, at $23.78 a share (the net asset value of the accepted shares, $698,346,639, less the early repurchase deduction where it applied).
- Apollo's shareholder letter furnished with an 8-K of September 22, 2026 had said holders requested repurchase of approximately 14.7% of shares outstanding, that the fund would honor 5%, and that Apollo estimated 'the vast majority of third-quarter requests reflect investors re-tendering unfulfilled requests from prior quarters'.
- Earlier final amendments: offers expiring December 2024 through December 2025 bought 100% of shares tendered (2,513,327 to 28,217,058 shares); March 2026 bought 30,261,082 of 66,882,332 (45.2%); June 2026 bought 30,224,152 of 101,541,297 (29.8%).
- 10-Q for September 30, 2026 (filed November 5, 2026): net assets $13,512,315 thousand against $14,770,208 thousand at December 31, 2025; 568,261,073 shares outstanding against 605,221,633. On November 5 the board adopted a Sixth Amended and Restated Declaration of Trust removing the requirement of approval by a majority of the board, including a majority of the independent trustees, 'with consideration of an independent appraisal', before the fund acquires assets in exchange for its shares.
Apollo Debt Solutions BDC bought 29,368,950 of the 86,655,453 shares its holders tendered in the quarterly offer that expired September 14, 2026, or 33.89%, according to the final amendment to its tender offer statement filed November 5, 2026. The accepted shares were 5% of the shares outstanding at June 30, 2026, the size of the offer, and the fund bought them pro rata from every tendering holder. It was the third quarter in a row in which tenders exceeded the offer.
Eight quarters of tender results
Through the offer that expired in December 2025, the fund bought every share tendered. Tenders then rose above the 5% offer, peaking at 101.5 million shares in June 2026, and fell to 86.7 million in September. Because the offer stayed at 5% of shares outstanding and the fund used all of it each time, the share of tenders bought moved with the volume of tenders: 45.2% in March, 29.8% in June and 33.9% in September.
| Offer expired | Shares tendered | Shares bought | Share of tenders bought |
|---|---|---|---|
| December 16, 2024 | 2,513,327 | 2,513,327 | 100% |
| March 17, 2025 | 5,281,642 | 5,281,642 | 100% |
| June 16, 2025 | 8,422,632 | 8,422,632 | 100% |
| September 15, 2025 | 16,281,024 | 16,281,024 | 100% |
| December 15, 2025 | 28,217,058 | 28,217,058 | 100% |
| March 16, 2026 | 66,882,332 | 30,261,082 | 45.2% |
| June 15, 2026 | 101,541,297 | 30,224,152 | 29.8% |
| September 14, 2026 | 86,655,453 | 29,368,950 | 33.9% |
Source: the fund's final Schedule TO-I/A amendments on EDGAR. Percentages are shares bought divided by shares tendered, rounded.
What Apollo said in September, and what the final filing adds
The outcome was signposted. In a shareholder letter furnished with an 8-K on September 22, 2026, Apollo said the fund had 'received shareholder requests to repurchase approximately 14.7% of shares outstanding' for the third quarter and would 'honor repurchase requests for 5% of shares outstanding', which it estimated at about $0.7 billion. It added that requests had 'declined sequentially across both U.S. onshore and offshore investors' and that, by its estimate, 'the vast majority of third-quarter requests reflect investors re-tendering unfulfilled requests from prior quarters'. The November 5 amendment confirms the settlement: the exact share counts, the price and the amount paid.
Payment came in two steps. Holders whose shares were accepted first received non-interest-bearing, non-transferable promissory notes; the fund then paid $698,301,158 under those notes on or about October 30, 2026, at $23.78 a share, the net asset value at September 30, 2026, less the 2% early repurchase deduction that this offer applied to shares issued after October 1, 2025. The net asset value of the accepted shares was $698,346,639. Shares that were tendered but not bought stay with their holders, who can tender them again in a later offer.
The fund's 10-Q for September 30, 2026, filed the same day, reports net assets of $13.51 billion against $14.77 billion at December 31, 2025, and 568,261,073 shares outstanding against 605,221,633. The three offers of 2026 bought 89,854,184 shares.
A change to the declaration of trust
Separately, the 10-Q reports that on November 5, 2026 the board adopted a Sixth Amended and Restated Declaration of Trust that removes 'the provision that required approval by a majority of the Board, including a majority of the Independent Trustees, with consideration of an independent appraisal, before the Company could acquire assets in exchange for its shares'. It took effect on approval. The filing does not say whether a specific transaction is planned.
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What the filings do not show
The final amendments do not break tenders or acceptances out by share class, and the re-tender estimate is Apollo's, not a figure the filings compute. The fund has not yet filed its offer for the fourth quarter of 2026, so its size and terms are not known.
Sources
- Apollo Debt Solutions BDC, Schedule TO-I/A (final amendment), filed November 5, 2026 — SEC EDGAR
- Apollo Debt Solutions BDC, Form 8-K with shareholder letter, filed September 22, 2026 — SEC EDGAR
- Apollo Debt Solutions BDC, Schedule TO-I, filed August 14, 2026 — SEC EDGAR
- Apollo Debt Solutions BDC, Schedule TO-I/A (final amendment), filed August 6, 2026 — SEC EDGAR
- Apollo Debt Solutions BDC, Schedule TO-I/A (final amendment), filed May 6, 2026 — SEC EDGAR
- Apollo Debt Solutions BDC, Schedule TO-I/A (final amendment), filed February 13, 2026 — SEC EDGAR
- Apollo Debt Solutions BDC, Form 10-Q for the quarter ended September 30, 2026 — SEC EDGAR
