KBRA Assigns Preliminary Ratings to the Class A-1 Notes, Class A-2 Notes, Class A-3 Loans, Class B Notes, and Class C Notes Issued by AMAPS 5 LLC
11 Jun 2026 | New York
KBRA assigns preliminary ratings of ‘A’ to the Class A-1 Notes, Class A-2 Notes, and Class A-3 Loans (collectively, the “Class A Debt”), ‘BBB+’ to the Class B Notes, and ‘BB+’ to the Class C Notes (collectively, the “Rated Debt”) issued by AMAPS 5 LLC (the “Issuer” or the “Fund”). The Issuer intends to issue $3.75 billion of Class A Debt, $500 million of Class B Notes, $250 million of Class C Notes, and $500 million of Equity Interests at initial LTVs of 75%, 85%, and 90% on the Class A Debt, Class B Notes, and Class C Notes, respectively.
AMAPS (Apollo Multi-Asset Prime Securities) is Apollo's multi-asset investment strategy, which aims to provide diversified exposure to corporate credit, asset-backed finance, private and broadly syndicated lending, and opportunistic investments, subject to portfolio guidelines targeting a minimum of 40% investment grade collateral and at least 90% combined investment grade and high yield investments. At issuance, the portfolio’s look-through exposure is expected to encompass more than 500 obligors. Upon full deployment, the Manager expects the portfolio to comprise approximately 750–1,000 obligors. Proceeds from the issuance of the Rated Debt and Equity Interests will be used to acquire LP interests in four Apollo-managed evergreen funds, as well as to acquire assets held directly or indirectly by the Issuer through a Separately Managed Account (SMA).
Key Credit Considerations
- Asset Coverage: The Class A Debt, Class B Notes, and Class C Notes will be issued at initial LTVs of 75%, 85%, and 90%, respectively. This is commensurate with asset coverage ratios of 133.3% for the Class A Debt, 117.6% for the Class B Notes, and 111.1% for the Class C Notes.
- Credit Quality: The Issuer plans to invest in four Apollo-managed funds and a Separately Managed Account (SMA), with a target minimum of 40% of Investment Grade Assets and target minimum of 90% of combined Investment Grade Assets and High Yield Assets. Although the Manager expects the initial portfolio to be broadly in line with long-term allocations, the portfolio is expected to evolve over time, and actual allocations may shift in response to market conditions and investment opportunities. Additionally, these are guidelines rather than binding concentration limits, and as such, the Manager retains more discretion in adjusting allocations than would be the case under a contractual concentration framework. See Key Credit Consideration below titled “Broad Investment Mandate, Separate Accounts Holdings and Investment Committee” for more detail. As a partially mitigating factor, the transaction has a defined Reinvestment Period of five years from the First Quarterly Payment Date, limiting the period of active portfolio repositioning and the extent to which portfolio composition may change over time. KBRA’s assessment of credit quality of the initial portfolio looks to KBRA ratings, other NRSRO ratings, and certain internal ratings of the Manager following an assessment of the underwriting process and ratings relative to KBRA ratings. On a weighted average basis, KBRA views the asset quality of the portfolio to be consistent with ‘b’ credit risk.
- Redemption and Gating Mechanisms: Since the Underlying Funds are perpetual vehicles with no set maturity date, repayment of the Rated Debt depends on the redemption of the Issuer’s LP Interests in each of these funds. However, such redemptions are subject to fund-level gates (averaging approximately 26.6% quarterly) and one fund is additionally subject to a 12.5% quarterly investor-level gate. The Issuer’s proportionate share of the investor base and aggregate redemption requests within each Underlying Fund at any given point in time is uncertain, which may affect the timing and amount of cash flows available to the Issuer. As a partially mitigating factor, an in-kind distribution from each respective Underlying Fund may be triggered at the earlier of (a) at any time after the Reinvestment Period End Date, (1) the Manager fails to submit any redemption request to an Underlying Fund, (2) an Underlying Fund fails to satisfy any valid redemption request for the longer of four consecutive redemption dates or 12 consecutive months, or (3) the Manager determines that such exercise with respect to one or more of the Underlying Funds is necessary or advisable to ensure repayment of principal on the Rated Debt and (b) the Anticipated Repayment Date.
- Transaction Structure
- LTV Tests: The transaction has LTV tests that are tripped if the Collateral Value of the portfolio deteriorates relative to the outstanding balance of the Rated Debt. Class A, Class B, and Class C LTV triggers are set at 85.0%, 92.5%, and 95.0%, respectively. The triggers are positioned 10.0%, 7.5%, and 5.0% above the advance rates for the Class A Debt, Class B Notes, and Class C Notes, respectively. With respect to the application of current income proceeds, the LTV for each class is tested relative to its LTV trigger level after the payment of its current and deferred interest. As such, the wider cushions set for the more senior classes of debt permit current and deferred interest on all classes to continue being paid for a longer period of time before income proceeds must be redirected in accordance with the Debt Payment Sequence (see Priority of Payments). If the Class A LTV Ratio exceeds 85.0% for two consecutive collection periods, the Reinvestment Period will be temporarily suspended and will remain suspended until the Class A LTV Ratio is less than or equal to 75.0%. During a temporary suspension, limited trading is permitted if the Class A LTV Ratio is less than or equal to 80.0%, so long as the trading maintains or lowers the Class A LTV Ratio. These LTV tests are calculated using Collateral Value as the denominator, while redemptions from the Underlying Funds are based on the NAV of the Issuer’s LP Interests. Collateral Value is primarily driven by the par balance of performing credit assets (with non-debt positions and defaulted or impaired debt positions marked to market), whereas NAV reflects valuations on the underlying portfolio. Accordingly, during periods of market dislocation or spread widening, NAV may decline even if underlying assets remain performing and par balances are unchanged. Consequently, the Collateral Value–based LTV tests could continue to be met despite a decline in the portfolio’s NAV to levels below the Collateral Value. Relative to a structure in which all maintenance triggers are consistently NAV-based, this framework may permit greater equity distributions during periods of mark-to-market volatility and could delay deleveraging of the Rated Debt where declines in NAV are driven by valuation changes rather than realized credit losses.
- Debt Amortization Profile: During the Reinvestment Period, interest on the Rated Debt is paid quarterly, and principal is only repaid to the extent required to cure a breach of the LTV tests, in which case amounts are applied in accordance with the Debt Payment Sequence. Following the end of the Reinvestment Period (or during any suspension thereof), principal proceeds are no longer reinvested and are instead applied sequentially to repay the Rated Debt in accordance with the transaction waterfall. After the fifth anniversary of the First Quarterly Payment Date, the Manager is expected to submit periodic redemption requests to each Underlying Fund for the maximum amount permissible under their respective governing documents, provided that the Manager has discretion to refrain (in whole or in part) from submitting any required redemption requests if, in its reasonable judgment, it believes submitting such request (1) will not realize the full value of its investment in any such Underlying Fund; or (2) could result in an insufficient amount of funds available to pay all amounts due and payable with respect to the Rated Debt.An in-kind distribution from each respective Underlying Fund may be triggered at the earlier of (a) at any time after the Reinvestment Period End Date, (1) the Manager fails to submit any redemption request to an Underlying Fund, (2) an Underlying Fund fails to satisfy any valid redemption request for the longer of four consecutive redemption dates or 12 consecutive months, or (3) the Manager determines that such exercise with respect to one or more of the Underlying Funds is necessary or advisable to ensure repayment of principal on the Rated Debt and (b) the Anticipated Repayment Date.
- Broad Investment Mandate, Separate Accounts Holdings and Investment Committee: The investment guidelines permit a wide range of asset types and exposures, which may result in variability in portfolio composition over time. As a partial mitigant, approximately 26% of the portfolio—representing the portion of the SMA not allocated to MidCap or non-securitized ABF positions and consisting of directly held investments and cash and cash equivalents—may be utilized to adjust exposures and support alignment with the Portfolio Limits, as the Underlying Funds are not subject to the same investment guidelines applicable to the Issuer. This process is overseen by the Investment Committee, composed of senior members of Apollo and its affiliates, whose prior written consent is required for any trading that would negatively affect compliance with the Portfolio Limits when such limits are not met. In addition, upfront funding of the capital structure and visibility into the expected initial portfolio help constrain early portfolio variability, while the approximately five-year Reinvestment Period limits the period of active portfolio repositioning.
- Reinvestment Risk: While the Reinvestment Period is approximately five years, the Underlying Funds will reinvest perpetually unless a redemption request is satisfied or the in-kind distribution mechanic is triggered. This structure exposes the transaction to potential reinvestment at less favorable market conditions which may result in lower yields or higher defaults and could affect the overall cash flow and repayment of the Rated Debt.
- Established Market Valuation Approaches: Most investments in the Fund are valued based on quoted market prices and valuation models. Securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing recognized pricing services, market participants, or other sources. When market quotations are not available, Apollo uses a model-based approach to determine fair value. Given the nature of the investment portfolio, there is a great degree of price transparency with regard to the assets. However, Collateral Value, which is used for purposes of the LTV tests, is primarily based on the par balance of performing credit assets, with non-debt positions and defaulted or impaired assets marked to market. As a result, Collateral Value may diverge from NAV during periods of market volatility, particularly where spread widening or valuation changes are not accompanied by realized credit losses. In such cases, LTV tests may continue to be satisfied despite declines in the portfolio’s market value, which may reduce the responsiveness of the structure to changes in asset valuations and delay deleveraging of the Rated Debt.
- Manager Experience and Track Record: Apollo Capital Management, L.P. (the “Manager”) is a U.S. registered investment advisor that operates as part of Apollo Global Management, Inc. (“Apollo” or the “Firm”) (NYSE: APO), a global alternative investment manager founded in 1990 and publicly listed since 2011. Apollo operates through two primary business segments: asset management and retirement services under Athene. As of March 31, 2026, the Firm had approximately $1 trillion of assets under management (AUM). The asset management structure is divided into five strategies: credit, equity, real estate, capital solutions and financial services. Apollo Credit, with $834 billion in AUM, is the largest strategy within the Firm, comprising more than 590 professionals and maintaining relationships with more than 4,000 corporate issuers.
Rating Sensitivities
- Redemption Risk: A rating downgrade may occur if distributions from the Underlying Funds are delayed or reduced due to limitations on redemption capacity, including where fund-level gates restrict the amount that can be withdrawn in a given period or where redemption requests exceed available liquidity and are fulfilled only partially or over multiple periods. Additionally, if liquidity constraints lead to forced asset sales to meet redemption requests, any associated losses may negatively impact asset coverage metrics and the Issuer’s ability to meet debt service obligations.
- Underperformance of Fund Collateral and Manager Performance: A rating downgrade may occur if the investment portfolio exhibits sustained underperformance by way of defaults and/or devaluations. Another possible source of downward rating pressure could be a change in KBRA’s assessment of Apollo’s broader performance as manager, including, but not limited to, a change in investment strategy or key personnel which may adversely impact performance.
- Evolution of Fixed Income Market: The Fund and associated debt may be exposed to cyclical changes in the fixed income market, including but not limited to interest rates and credit performance. Adverse changes in these areas could have a negative impact on the ratings.
- Portfolio Composition or Leverage Use Inconsistent with Expectations: In the event the portfolio allocation does not reflect a similar size, diversity, yield, and credit profile as expected, KBRA’s view of the underlying asset quality may change, which may impact the ratings assigned. Additionally, KBRA’s assessment of the strength of the Rated Debt’s cash flow profiles and/or asset coverage may decline if the use of leverage exceeds expectations.
- Increase in Asset Coverage or Improvement in Credit Quality: A rating upgrade may occur if underlying asset performance exceeds expectations that leads to a growth in asset coverage relative to the respective outstanding balance of the Rated Debt or, if the underlying credit quality of the Fund Collateral, in KBRA’s view, is stronger than initial expectations.
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