Related Party Considerations |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Considerations | Related Party Considerations Initial Capital Contribution On April 12, 2023, the Company issued 40 V Shares of each of Series I and Series II at the aggregate issue prices of $1 and $1, respectively, to an affiliate of the Company. Infrastructure Assets On May 14, 2024, the Company acquired an additional indirect interest in Novus Holdings Parent, L.P. from an affiliate of the Operating Manager. On March 28, 2025, the Company acquired indirect interests in CN Jackalope Holdings LLC, Caledonia Holdings LLC, Tawhiri Power Holdings LLC, and Pipeline Funding Company LLC from a fund managed by an affiliate of the Operating Manager. Operating Agreement Pursuant to the Operating Agreement, the Operating Manager is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making recommendations to the Board related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations. Pursuant to the Operating Agreement, the Operating Manager is entitled to receive a management fee (the “Management Fee”). The Management Fee is payable monthly in arrears in an amount equal to (i) 1.25% per annum of the month-end NAV attributable to S Shares and I Shares, (ii) 1.00% per annum of the month-end NAV attributable to F-S Shares and F-I Shares, (iii) 0.75% per annum of the month-end NAV attributable to the A-I Shares until December 31, 2026 and 1.00% per annum of the month-end NAV attributable to the A-I Shares thereafter and (iv) 0.50% per annum of the month-end NAV attributable to the A-II Shares. In calculating the Management Fee, we will use our NAV before giving effect to accruals for the Management Fee, Performance Fee (as defined below), combined annual distribution fee and shareholder servicing fee or distributions payable on our Shares. We do not pay the Operating Manager a Management Fee on the Shares held by Apollo, and as a result, it is an expense specific to Investor Shares at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares. Any net consulting (including management consulting) or monitoring fees (including any early termination fee or acceleration of any such management consulting fee on a one-time basis that is approved by the Board), break-up fees, directors’ fees, closing fees and merger and acquisition transaction advisory services fees related to the negotiation of the acquisition of an Infrastructure Asset (other than debt investments or investments with respect to which Apollo does not exercise direct control with respect to the decision to engage the services giving rise to the relevant fees, costs and expenses) and similar fees, whether in cash or in kind, including options, warrants and other non-cash consideration paid to the Operating Manager or any of its affiliates or any employees of the foregoing in connection with actual or contemplated acquisitions or investments (and allocable to the Company) (collectively, the “Special Fees”) that are allocable to those Shareholders who bear Management Fees, will be applied to reduce the Management Fees paid by such Management Fee-bearing Shareholders. The Management Fee payable in any monthly period is subject to reduction, but not below zero, by an amount equal to any Special Fees allocable to Investor Shares pursuant to the terms of the Operating Agreement. For the three months ended June 30, 2025, the Operating Manager earned gross Management Fees of $563, $1,182, and $1,745 from Series I, Series II, and the Company, respectively, with a Special Fees offset of $111, $291, and $402, from Series I, Series II, and the Company, respectively, resulting in net Management Fees of $452, $891, and $1,343 from Series I, Series II, and the Company, respectively. For the six months ended June 30, 2025, the Operating Manager earned gross Management Fees of $973, $2,169, and $3,142 from Series I, Series II and the Company, respectively, with a Special Fees offset of $260, $631, and $891, from Series I, Series II and the Company respectively, resulting in net Management Fees of $713, $1,538, and $2,251 from Series I, Series II and the Company, respectively. For the three months ended June 30, 2024, the Operating Manager earned gross Management Fees of $153, $442, $595, and from Series I, Series II, and the Company, respectively, with a Special Fees offset of $153, $442, and $595, from Series I, Series II, and the Company, respectively, resulting in no net Management Fees from Series I, Series II, and the Company, respectively. For the six months ended June 30, 2024 , the Operating Manager earned gross Management Fees of $244, $772, and $1,016 from Series I, Series II and the Company, respectively, with a Special Fees offset of $190, $562, and $752, from Series I, Series II and the Company, respectively, resulting in net Management Fees of $54, $210, and $264 from Series I, Series II and the Company, respectively. The Operating Manager or an affiliate may rebate, waive, or reduce the Management Fee charged to certain shareholders at the sole discretion of the Operating Manager or such affiliate. Any such rebate, waiver or reduction may be effected either by way of purchase of additional Shares by the Operating Manager or such affiliate for the shareholder or by way of rebate to the relevant shareholder’s account.As of June 30, 2025 and 2024, there were no rebates or waivers of the Management Fees. So long as the Operating Agreement has not been terminated, the Operating Manager is entitled to receive a performance fee (the "Performance Fee") equal to (i) 12.5% of the total return with respect to S Shares or I Shares, (ii) 9.0% of the total return with respect to F-S Shares or F-I Shares, (iii) 7.5% of the total return from inception through December 31, 2026 and 9.0% thereafter with respect to A-I Shares and (iv) 5.0% of the total return with respect to A-II Shares, in each case subject to a 5.0% hurdle amount and a high water mark with respect to such type of Shares, with a catch-up. Such fee will be paid annually and accrue monthly. The Performance Fee is not paid on Apollo Shares, and as a result, it is an expense specific only to Investor Shares at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares. For the three months ended June 30, 2025, the Operating Manager earned Performance Fees of $418, $876, and $1,294 from Series I, Series II and the Company, respectively. For the six months ended June 30, 2025, the Operating Manager earned Performance Fees of $707, $1,550, and $2,257 from Series I, Series II and the Company, respectively. For the three months ended June 30, 2024, the Operating Manager earned Performance Fees of $186, $532, and $718 from Series I, Series II and the Company, respectively. For the six months ended June 30, 2024, the Operating Manager earned Performance Fees of $269, $819, and $1,088 from Series I, Series II and the Company, respectively. Various affiliates of the Operating Manager are potentially involved in transactions with the Company’s investments in Infrastructure Assets, and whereby affiliates of the Operating Manager may earn fees in, including but not limited to, structuring, underwriting, arrangement, placement, syndication, advisory or similar services (collectively, “Capital Solution” services”). For the three and six months ended June 30, 2025, $25 and $256, respectively, of fees allocable to the Company were paid by the Company’s Infrastructure Assets to consolidated affiliates of the Operating Manager for Capital Solution services, which has been excluded from Special Fees for Series I, Series II, and the Company. For the three and six months ended June 30, 2024, $367 and $1,017, respectively, of fees allocable to the Company were paid by the Company’s Infrastructure Assets to affiliates of the Operating Manager for Capital Solution services, which has been excluded from Special Fees for Series I, Series II, and the Company.The Company’s Infrastructure Assets may have directly or indirectly paid Capital Solution Fees to non-consolidated affiliates of the Operating Manager. The Company incurred certain operating expenses related to services provided by personnel of the Operating Manager and/or its affiliates. For the three months ended June 30, 2025, these expenses were $86, $213, and $299, for Series I, Series II and the Company, respectively; and for the six months ended June 30, 2025, these expenses were $195, $508, and $703, for Series I, Series II and the Company, respectively. The Company incurred certain operating expenses related to services provided by personnel of the Operating Manager and/or its affiliates. For the three months ended June 30, 2024, these expenses were $112, $335, and $447, for Series I, Series II and the Company, respectively; and for the six months ended June 30, 2024, these expenses were $239, $794, and $1,033, for Series I, Series II and the Company, respectively.These expenses are included in general and administration expenses in the Consolidated Statement of Operations.
In February 2025, the Company engaged Lyra Client Solutions Holdings, LLC (“Lyra”), an end-to-end client service platform affiliated with Apollo. Lyra provides administration, data management, trade operations, investor onboarding and servicing, technology and other similar services to institutional, global wealth, global family office and retail investors. During the three and six months ended June 30, 2025, the Company incurred expenses of $18, $44 and $62 for Series I, Series II, and the Company, respectively. These expenses are included in general and administration expenses in the Consolidated Statement of Operations. An affiliate of Apollo was issued 1,849,495 of A-II Shares within Series II on April 1, 2025, for an aggregate consideration of $50,000. The said affiliate elected to reinvest its distributions. An affiliate of Apollo was issued 1,523,194 of A-II Shares within Series II on October 1, 2024, for an aggregate consideration of $40,000. The said affiliate elected to reinvest its distributions. Company Expense Support and Conditional Reimbursement of the Operating Manager The Operating Manager may elect to pay certain of our expenses, including certain Organizational and Offering Expenses on the Company's behalf (each, an “Expense Support”) in accordance with the Expense Support and Conditional Reimbursement Agreement. It is expected that following any calendar month in which the Specified Expenses are below 0.60% of the Company’s net assets on an annualized basis, the Company shall reimburse the Operating Manager, fully or partially, for the Expense Supports, but only if and to the extent that Specified Expenses plus any “Reimbursement Payments” (defined below) do not exceed 0.60% of the Company’s net assets at the end of each calendar month on an annualized basis, until such time as all Expense Supports made by the Operating Manager to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company in the prior sentence shall be referred to herein as a “Reimbursement Payment.” “Specified Expenses” is defined to include all expenses incurred in the business of the Company with the exception of (i) the Management Fee, (ii) the Performance Fee, (iii) the combined annual distribution fees and shareholder servicing fees, (iv) the dealer manager fees (including selling commissions), (v) Infrastructure Asset related expenses, (vi) interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company; (vii) taxes; (viii) certain insurance costs, (ix) Organizational and Offering Expenses; (x) certain non-routine items (as determined in the sole discretion of the Operating Manager), and (xi) extraordinary expenses (as determined in the sole discretion of the Operating Manager). For the three months ended June 30, 2025, the Operating Manager did not provide expense support for expenses incurred by Series I, Series II, and the Company, respectively. For the six months ended June 30, 2025, the Operating Manager agree to provide Expense Support of $117, $319, and $436 for expenses incurred by Series I, Series II, and the Company, respectively. For the three months ended June 30, 2024, the Operating Manager agreed to provide Expense Support of $320, $955, and $1,275 for expenses incurred by Series I, Series II, and the Company, respectively. For the six months ended June 30, 2024, the Operating Manager agreed to provide Expense Support of $632, $2,110, and $2,742 for expenses incurred by Series I, Series II, and the Company, respectively. As of June 30, 2025 total Due from Operating Manager for total Expense Support outstanding was $2,475, $5,860, and $8,335 for Series I, Series II, and the Company, respectively, respectively, of which the Operating Manager’s ability to recoup 41% will expire in December 2026, 18% will expire in March 2027, 15% will expire in June 2027, 12% will expire in September 2027, 9% will expire in December 2027, and 5% will expire in March 2028. As of December 31, 2024, total Due from Operating Manager for total Expense Support outstanding was $2,083, $5,817, and $7,900 for Series I, Series II, and the Company, respectively, of which the Operating Manager’s ability to recoup 43% will expire in December 2026, 18% will expire in March 2027, 16% will expire in June 2027, 13% will expire in September 2027, and 10% will expire in December 2027. As of June 30, 2025, Series I, Series II, and the Company had an outstanding payable to Operating Manager of $2,475, $5,860, and $8,335, respectively, and as of December 31, 2024, Series I, Series II, and the Company had an outstanding payable to Operating Manager of $2,047, $5,713, and $7,760, respectively, for payments made on their behalf. Dealer Manager Agreement On December 22, 2023, the Company entered into a dealer manager agreement (“Dealer Manager Agreement”) with Apollo Global Securities, LLC (the “Dealer Manager”), an affiliate of the Operating Manager. The Dealer Manager is entitled to receive selling commissions of up to 3.0%, and dealer manager fees of up to 0.5%, of the transaction price of each S Share and F-S Share. Any participating broker-dealers are compensated from such amounts by reallowance from the Dealer Manager, provided that the sum of such reallowed amounts and the selling commissions do not exceed 3.5% of the transaction price. The Dealer Manager will receive a combined annual distribution fee and shareholder servicing fee of 0.85% per annum of the aggregate NAV of the Company’s outstanding S Shares and F-S Shares. There will not be a combined annual distribution fee and shareholder servicing fee, upfront selling commission or dealer manager fee with respect to the A-II Shares, I Shares or F-I Shares. The Dealer Manager anticipates that all or a portion of selling commissions and dealer manager fees will be reallowed to participating broker-dealers. The E Shares and V Shares will not incur any upfront selling costs or ongoing servicing costs. As of June 30, 2025 and December 31, 2024, neither Series paid the Dealer Manager for any annual distribution fees, shareholder servicing fees, upfront selling commission or dealer manager fees. Restricted Share Grants The Company's board of directors approved the Apollo Infrastructure Company LLC Restricted Share Plan for Independent Directors, pursuant to which, the Company's E Shares may be granted to independent directors. The following table summarizes the grants, vesting and forfeitures of restricted common shares during the six months ended June 30, 2025:
The fair value of these shares was determined using the most recent available NAV at issuance of the Restricted Stock and are subject to a one-year vesting period. During the six months ended June 30, 2025, the Company granted an aggregate of 7,289 Series II E Shares to the independent directors of the Company’s board of directors to cover the restricted stock portion of the annual base director’s fee for independent directors’ services to the Company. During the six months ended June 30, 2025, the Company recorded $29, $75, and $104 for Series I, Series II, and the Company, respectively, of restricted stock amortization as director fees in the Consolidated Statements of Operations. During the three months ended June 30, 2025, the Company recorded $15, $39, and $54 for Series I, Series II, and the Company, respectively, of restricted stock amortization as director fees in the Consolidated Statements of Operations. The remaining amortization related to the grants of restricted stock, which represents unrecognized compensation cost amounts to $57, $135 and $192 for Series I, Series II and the Company,respectively, as of June 30, 2025. During the three and six months ended June 30, 2024, the Company recorded $3, $9, and $12 for Series I, Series II, and the Company, respectively, of restricted stock amortization as director fees in the Consolidated Statements of Operations. |