Stockholders of Apollo Commercial Real Estate Finance voted on Sept. 29 to dissolve the company, closing out a New York-listed commercial mortgage REIT that five months earlier had sold its entire loan book to an affiliate for about $9 billion in cash.
The vote was lopsided. According to the company’s Form 8-K filed with the Securities and Exchange Commission, 72,217,727 shares were cast in favor of the Plan of Complete Liquidation and Dissolution, against 799,088 opposed and 439,400 abstentions. Holders of 73,456,215 shares, roughly 57.1% of the stock outstanding, were represented at the special meeting.
A separate advisory proposal on compensation that may become payable to named executive officers in connection with the plan also passed, 68,240,751 to 4,229,423, with 986,035 abstentions. A third item authorizing adjournment was never put to a vote because the dissolution proposal carried.
What is left to distribute
The company, which trades on the New York Stock Exchange as ARI and was incorporated in Maryland in 2009, no longer holds the business it was built around. On April 24 it sold its commercial real estate loan portfolio to Athene Holding Ltd., a subsidiary of its own parent Apollo Global Management, for cash consideration of approximately $9 billion. One loan with a $46 million principal balance was repaid after the closing; other loans had already paid off beforehand.
Proceeds went to retiring debt. The company’s definitive proxy statement, filed Aug. 24, says the sale paid off all of its secured credit facilities and a private securitization with Barclays Bank plc, plus roughly $1.4 billion in principal balance of financing facilities and other indebtedness, along with transaction expenses.
What remained immediately after the closing was a balance sheet of $1.3 billion in cash, $900 million in real estate owned and held for investment, and $400 million of debt tied to that real estate β a book value of $12.15 per share of common stock after accounting for the liquidation preference on preferred stock.
The proxy statement tells stockholders to expect an initial cash distribution within roughly 30 days of the vote, in a range of $3.70 to $4.00 per share on a fully diluted basis. Management estimates total liquidating distributions under the plan of $7.75 to $8.50 per share, assuming a complete liquidation by the first half of 2028. Including the $3.75-per-share dividend paid July 15 to holders of record June 30, the company estimates it will return $11.50 to $12.25 per share in book value.
Those ranges are estimates, and the filing says so plainly: “We cannot assure you that the actual amounts available for liquidating distribution to stockholders will not have material differences from the estimates prepared.” The per-share figures assume 130,764,290 shares outstanding on a fully diluted basis as of July 9.
The manager gives up its termination fee
Apollo Commercial was externally managed β a structure in which an affiliate of the sponsor runs the REIT for a fee rather than the REIT employing its own staff. On Sept. 29 the company, its operating subsidiary ACREFI Operating and its manager, ACREFI Management, signed a termination agreement ending the management agreement dated April 24, in a form the parties had agreed to on July 13.
The manager waived any right to a termination fee. It will still collect accrued but unpaid compensation and unreimbursed expenses. The termination takes effect when Maryland’s State Department of Assessments and Taxation accepts the articles of dissolution for record.
The mechanics from here
The plan authorizes the board to sell the remaining real estate owned, settle liabilities and distribute what is left. It also permits the company to dispose of its assets through a merger, business combination or other transaction β flexibility the board said it wanted rather than a commitment to any particular route.
The likely path runs through a liquidating trust. The board anticipates moving the remaining real estate, plus cash for a reserve fund covering contingent liabilities and known debt, into a Maryland or other trust and distributing beneficial interests in it to stockholders. The proxy says that step “will allow us to avoid most of the costs of operating as a public company.” If the board sets up a reserve fund, the final payout of whatever remains in it may not occur for up to three years after it is established.
At a date the board has not set, the company expects to delist from the NYSE and deregister the stock. It would continue filing 8-K and 10-K reports on the dissolution while dropping quarterly 10-Q filings. Shares will be canceled on the final liquidating distribution or when the trust is established.
Ahead of the vote, on Sept. 16, the company notified stockholders it had indefinitely suspended its direct stock purchase and dividend reinvestment plan effective Sept. 29, with the last purchases under the plan on Sept. 28. Future dividends will be paid in cash.
The wind-down lands in a sector that has been retrenching. DWS moved to liquidate RREEF Property Trust, its $203 million non-traded REIT, and peer lender Starwood Property Trust reported a 95% drop in second-quarter net income. CMBS distress reached a 2026 high of 10.91% in July, led by office loans.
The filings were signed by Stuart A. Rothstein, the company’s president and chief executive. More commercial real estate coverage is on our commercial page.
