M&A - Bridge Investment Group Holdings Inc.

Form Type: 8-K

Filing Date: 2025-06-18

Corporate Action: Merger

Type: New

Accession Number: 000119312525142724

Filing Summary: On June 17, 2025, Bridge Investment Group Holdings Inc. held a special meeting of stockholders to vote on two proposals. The primary proposal was the adoption of the Agreement and Plan of Merger dated February 23, 2025, involving Bridge, Bridge Investment Group Holdings LLC, Apollo Global Management, and certain subsidiaries. This Merger Proposal was approved with 746,161,161 votes for and 110,642 votes against. The second proposal was to approve the adjournment of the meeting to solicit additional proxies if needed, which was also approved. The meeting achieved a quorum with the presence of stockholders representing approximately 89.26% of the voting power of outstanding shares. The decisions made during this meeting align with Bridge's strategic plans for the merger.

Form Type: 425

Filing Date: 2025-06-11

Corporate Action: Merger

Type: New

Accession Number: 000119312525138740

Filing Summary: On June 11, 2025, Bridge Investment Group Holdings Inc. reported significant developments regarding its planned merger with Apollo Global Management, Inc. An agreement (the 'Merger Agreement') was previously disclosed, outlining the terms under which Bridge will be merged with a subsidiary of Apollo. This merger would see Bridge becoming a wholly-owned subsidiary of Apollo. The SEC has already declared effective the related registration statement on Form S-4. Furthermore, as part of the merger process, Bridge has initiated steps to solicit proxies from shareholders through a Joint Proxy Statement/Prospectus. However, two complaints have surfaced from purported shareholders alleging that the Joint Proxy Statement/Prospectus contains material misstatements and omissions. The complaints seek to enjoin the merger until these alleged deficiencies are addressed. Despite receiving these complaints and additional shareholder demands, Bridge maintains that the claims lack merit and has chosen to supplement the disclosures in the Joint Proxy Statement/Prospectus voluntarily to mitigate risks associated with the pending litigation. The document also describes the extensive financial analyses performed by advisers in conjunction with the merger, including cash flow forecasts and valuations, potentially impacting the price per share substantially. Key figures such as transaction fees and ongoing obligations to financial advisors were also highlighted, indicating significant monetary implications for the company concerning the merger.

Form Type: 8-K

Filing Date: 2025-06-11

Corporate Action: Merger

Type: Update

Accession Number: 000119312525138735

Filing Summary: On June 11, 2025, Bridge Investment Group Holdings Inc. reported significant developments regarding its planned merger with Apollo Global Management, Inc. The merger agreement outlines that Merger Sub Inc. will merge with Bridge, making it a wholly-owned subsidiary of Apollo, while Merger Sub LLC will merge with Bridge LLC, also making it a subsidiary of Apollo. A registration statement on Form S-4 was filed and declared effective on May 14, 2025, and a definitive proxy statement was filed for stockholders to vote on the merger, scheduled for June 17, 2025. Subsequently, complaints were filed against Bridge alleging modifications in the proxy statement were necessary due to omissions. The complaints seek to halt the merger until the alleged deficiencies are addressed. However, Bridge maintains that the claims are unfounded and intends to supplement the proxy statement voluntarily to minimize litigation risks. This summary includes an additional litigation-related disclosure and other relevant financial analyses, alongside the company's ongoing commitment to ensuring compliance with the SEC’s regulations during the merger process.

Form Type: DEFM14A

Filing Date: 2025-05-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525119880

Filing Summary: Bridge Investment Group Holdings Inc. is proposing a merger with Apollo Global Management, Inc. Under the merger agreement dated February 23, 2025, Merger Sub Inc. will merge with Bridge, making Bridge a wholly owned subsidiary of Apollo. Additionally, Bridge LLC will merge with Merger Sub LLC, also becoming a subsidiary of Apollo. Upon completion, holders of Bridge Class A common stock will receive 0.07081 shares of Apollo common stock per share held, along with cash for any fractional shares. Bridge Class B shares will convert under specific conditions related to their value. The completion of the mergers requires the affirmative vote from a majority of Bridge's stockholders, and a special meeting for this vote is scheduled for June 17, 2025. The document stresses the importance of stockholder participation in the vote, noting the strategic benefits of the merger to Bridge and its stockholders. The common stock of Bridge will be delisted following the merger, resulting in the company ceasing to be publicly traded.

Form Type: 425

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525118833

Filing Summary: Bridge Investment Group Holdings Inc. is engaged in a proposed merger with Apollo Global Management, Inc., whereby Bridge will merge into Apollo via a Corporate Merger, and its subsidiary, Bridge Investment Group Holdings LLC, will merge into another subsidiary of Apollo via an LLC Merger. The merger agreement dated February 23, 2025, includes details of the merger terms, which state that Bridge will become a wholly owned subsidiary of Apollo. As part of the merger, Bridge LLC Class A common units will convert into shares of Apollo common stock at a fixed exchange ratio of 0.07081. The document outlines anticipated timelines, tax implications for those holding Bridge LLC Class A common units, and restrictions on selling such units until the transaction closure. Furthermore, it lists ongoing communications for unitholders about redemption rights and tax consequences related to the exchange. The parties expect to complete the mergers in the third quarter of 2025, subject to conditions. Bridge and Apollo are committed to providing updates and additional information as the merger progresses.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-25

Corporate Action: Merger

Type: Update

Accession Number: 000185440125000056

Filing Summary: This document is an Amendment No. 6 to Schedule 13D for Bridge Investment Group Holdings Inc. (the 'Issuer') and focuses on a merger agreement entered into on February 23, 2025, between the Issuer and Apollo Global Management, Inc. The agreement includes provisions that dictate the terms of the merger, where Merger Sub Inc. will merge with the Issuer, resulting in the Issuer becoming a wholly-owned subsidiary of Parent. Furthermore, there will be a simultaneous merger of OpCo with Merger Sub LLC, also making OpCo a wholly-owned subsidiary of Parent. Shareholders will receive Parent common stock based on specified exchange ratios based on their Class A and Class B common stock holdings, alongside cash payments for fractional shares. The document details conditions preceding the merger, termination rights, and outlines voting agreements amongst stakeholders. It incorporates prior amendments and shares voting power dynamics amongst major shareholders who currently collectively hold 51.4% of the voting power of the Common Stock, underlining the importance of reaching the Required Issuer Stockholder Approval for the merger to proceed. Provisions relating to outstanding stock and equity awards are also addressed within the context of the merger, ensuring a smooth transition to Parent's governance structure after the merger is completed.

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525032827

Filing Summary: On February 23, 2025, Bridge Investment Group Holdings Inc. entered into a Merger Agreement with Apollo Global Management, Inc. and its subsidiaries, whereby Bridge will merge with Apollo's subsidiary, with the Company becoming a wholly-owned subsidiary of Apollo. The merger involves the conversion of shares of Bridge's Class A and Class B common stock into shares of Apollo common stock, based on specified exchange ratios. The corporate merger will take effect upon filing with the Delaware Secretary of State, following the approval by required stockholders and the satisfaction of customary closing conditions including approvals under antitrust laws. Key provisions include a recommendation by the Company’s Board for stockholders to approve the deal, a termination fee of $45 million under specific circumstances, and agreements for key individuals related to employment and stock transfer restrictions post-merger. A joint press release was issued by both companies on February 24, 2025 to inform stakeholders about the transaction.

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525033479

Filing Summary: Bridge Investment Group Holdings Inc. has announced that it has agreed to be acquired by Apollo Global Management, Inc. This announcement follows the signing of a merger agreement dated February 23, 2025. The merger is expected to position Bridge as a standalone real estate equity platform within Apollo’s asset management business, with minimal disruption to existing operations. Post-merger, Bridge’s management and investment teams are anticipated to remain largely unchanged, and operations will continue as they have been. The merger is expected to close in the third quarter of 2025, subject to approval by Bridge's stockholders and other customary closing conditions. The merger aims to expand Bridge's profile as a leading real estate owner-operator and enhance both companies' strategic capabilities in the real estate equity markets. Details regarding the stockholder approval process and an investor call have been announced to disseminate further information about the merger.

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525033482

Filing Summary: Bridge Investment Group Holdings Inc. has filed a corporate action related to a proposed merger with Apollo Global Management, Inc. and affiliated entities. The agreement outlines the acquisition of Bridge Investment Group by Apollo, which will allow them to operate as a standalone real estate equity platform within Apollo's asset management business. This strategic move is designed to enhance Bridge's profile as a leading real estate owner-operator while providing Apollo with significant scale in real estate equity. The merger agreement, dated February 23, 2025, is subject to approval by Bridge's stockholders and regulatory approvals, and includes forward-looking statements regarding the anticipated benefits and potential risks associated with the transaction. Detailed information about the transaction will be included in a registration statement and joint proxy statement to be filed with the SEC, which investors are urged to read carefully once available.

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525033483

Filing Summary: Bridge Investment Group Holdings Inc. has announced a proposed merger agreement with Apollo Global Management, Inc., which marks a significant move towards expanding Bridge's profile as a leading real estate owner-operator. The merger is set out in an Agreement and Plan of Merger dated February 23, 2025. Bridge's values are said to align with Apollo's culture, and it is expected that after the merger, Bridge will operate as a standalone real estate equity platform within Apollo's overall business structure. This merger not only allows for increased market presence and investor base diversification but is also anticipated to enhance Apollo's existing real estate strategies. There is confidence in the merger as a strategic growth move, with expectations to close in the third quarter of 2025, pending standard closing conditions such as approvals from Bridge's stockholders and regulatory bodies. The merger action would result in Bridge no longer being a public company, with management structure remaining largely intact despite the transition to Apollo's integrated platform.

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525033484

Filing Summary: On February 24, 2025, Bridge Investment Group Holdings Inc. announced a definitive agreement for Apollo Global Management, Inc. to acquire Bridge in an all-stock transaction worth approximately $1.5 billion. The merger is aimed at expanding Apollo's origination capabilities in residential and industrial real estate, complementing Bridge's management of $50 billion in assets under management (AUM). Under the agreement, Bridge stockholders will receive 0.07081 shares of Apollo stock per share of Bridge common stock, valued at $11.50 each. The transaction is expected to close in the third quarter of 2025, pending regulatory approvals and stockholder voting. Bridge will continue to operate as a standalone platform within Apollo's asset management business, retaining its brand and management team. A special committee of independent directors at Bridge has recommended and approved the merger, asserting it to be in the best interests of its stockholders. Following the merger's completion, Bridge's stock will be delisted from the New York Stock Exchange and the company will become privately held.

Form Type: 8-K

Filing Date: 2025-02-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525032823

Filing Summary: On February 23, 2025, Bridge Investment Group Holdings Inc. entered into a Merger Agreement with Apollo Global Management, Inc. and its subsidiaries, facilitating the merger of the Company with Merger Sub Inc. as well as OpCo with Merger Sub LLC. The agreements lead to the Company becoming a wholly owned subsidiary of Apollo Global Management. Upon effective time, shares of Class A and Class B common stocks of the Company will be converted to shares of Parent's common stock at specified exchange ratios, with cash for fractional shares. The merger is subject to various conditions, including stockholder approval and regulatory approvals, and is projected to close within specific timelines post-condition satisfaction. Additionally, key individual agreements were executed concerning employee roles and restrictive covenants following the merger, with important voting agreements also established to secure necessary approvals from shareholders.