Apollo Commercial Real Estate Finance Shareholders Approve Liquidation—But $7.75–$8.50 Distribution Remains An Estimate

The Print Apollo Commercial Real Estate Finance, Inc. (NYSE:ARI) shareholders approved the company’s plan of complete liquidation and dissolution at a Sept. 29 special meeting. The dissolution proposal received 72,217,727 votes for, 799,088 against and 439,400 abstentions. A total of 73,456,215 shares were represented, about 57.1% of the 128,544,353 common shares outstanding on the Aug. 21 record date. Three per-share figures now sit beside each other, but they do not describe the same thing: a $3.75 dividend declared in June, an estimated $7.75–$8.50 of liquidating distributions, and an estimated $11.50–$12.25 of total book value per share returned. On Sept. 29, ARI, its subsidiary ACREFI Operating, LLC and ACREFI Management, LLC also entered into a termination agreement. The management agreement will terminate when Maryland accepts ARI’s articles of dissolution and they become effective. The manager waived its right to a termination fee, while accrued unpaid compensation and reimbursable expenses remain payable under the agreement. Three Numbers, Three Meanings The first number is $3.75 per common share. ARI declared that dividend on June 15 for holders of record on June 30, payable July 15. The company said the payment would be predominately classified as a return of capital. The second number is $7.75–$8.50 per share. ARI’s August proxy calls this the Estimated Total Stockholder Distributions Range. It is stated on a fully diluted basis, includes the anticipated initial cash distribution and explicitly excludes the $3.75 July dividend. ARI anticipates an initial cash distribution of $3.70–$4.00 per share within approximately 30 days after stockholder approval. That amount is already inside the $7.75–$8.50 range. The proxy says later distributions depend on selling remaining assets, paying known liabilities and expenses, and making reasonable provision for contingent liabilities. The estimate was based on 130,764,290 fully diluted shares as of July 9. It also assumes complete liquidation by the first half of 2028. The third number, $11.50–$12.25, is ARI’s estimate of total book value per share returned. It combines the $3.75 July dividend with the $7.75–$8.50 estimated liquidation range. The arithmetic is direct: $7.75 plus $3.75 equals $11.50, while $8.50 plus $3.75 equals $12.25. What Is Left On The Balance Sheet The liquidation follows a major balance-sheet change earlier in 2026. On April 24, ARI closed the sale of its commercial real estate loan portfolio to Athene Holding Ltd., a subsidiary of Apollo Global Management, Inc. The closing 8-K reported approximately $8.6 billion of cash consideration, based on 99.7% of the total commitment amount of the loans sold and subject to adjustments. The later proxy describes the sale price as approximately $9 billion. At June 30, ARI reported $1.239 billion of cash and cash equivalents, $856.97 million of real estate owned and $2.136 billion of total assets. Debt related to real estate owned was $371.43 million, while total liabilities were $881.44 million. The April closing also changed the debt stack. ARI repaid its term loan and revolving credit obligations and deposited sufficient funds to redeem all $500 million of its 4.625% Senior Secured Notes due 2029 on June 15. The June 30 10-Q shows no balance remaining on those senior secured notes. The proxy says sale proceeds were also used to repay a Barclays private securitization and approximately $1.4 billion of financing facilities and other indebtedness. It describes the post-sale balance sheet as roughly $1.3 billion of cash, $0.9 billion of real estate owned and $0.4 billion of related debt, and reports book value per share of $12.15 after considering the preferred-stock liquidation preference. Approval Does Not Fix The Final Cash Amount The Sept. 29 vote changed the status of the plan from proposed to approved. It did not fix the final amount or timing of every liquidating distribution. ARI describes the $7.75–$8.50 range as an estimate based on management’s evaluation and discussions with its advisers. The proxy also says the estimate was derived from data and information evaluated as of July 9 and does not take into account interest-rate, market or other changes since that date. The company further says it cannot predict liquidating distributions with certainty. Its wind-down cost assumptions are based on completing the liquidation by the first half of 2028, and those costs may be greater if the process takes longer. The estimate also does not include estimated costs or liabilities from future litigation, while estimates for pending litigation may differ from actual results. The manager’s termination-fee waiver removes one potential contractual payment, but accrued compensation, reimbursable expenses and other liquidation costs remain. The $3.75 July dividend sits outside the $7.75–$8.50 estimated liquidation range. The $11.50–$12.25 figure combines them. Shareholders approved the liquidation plan; the distribution range remains an estimate built from a July 9 set of assumptions. Source: Apollo Commercial Real Estate Finance, Inc. Form 8-K filed Sept. 29, 2026; definitive proxy statement filed Aug. 24, 2026; Form 10-Q for the quarter ended June 30, 2026; Form 8-K filed April 24, 2026; Form 8-K filed June 16, 2026 (period of report June 15, 2026). Per-share ranges are company estimates as defined in the proxy. Per-share sums calculated by Dividend Forensics Bureau. The author holds no position in any security mentioned. Structural research, not personalized investment advice. Further dividend structure research is published at dividendforensics.com. Benzinga Disclaimer: This article is from an unpaid external contributor. It does not represent Benzinga’s reporting and has not been edited for content or accuracy.