13,900,000 Shares COMMON STOCK Apollo Residential Mortgage, Inc. is a residential real estate finance company that invests in, finances and manages mortgagebacked securities, residential mortgage loans and other residential mortgage assets in the United States. We are externally managed and advised by ARM Manager, LLC, or our Manager, a Delaware limited liability company and an indirect subsidiary of Apollo Global Management, LLC, which, together with its subsidiaries, we refer to as Apollo. We are offering 13,900,000 shares of our common stock as described in this prospectus. All of the shares of our common stock offered by this prospectus are being sold by us. Our common stock is listed on the New York Stock Exchange under the symbol AMTG. The underwriters have agreed to purchase our common stock from us at a price of $18.00 per share, which will result in approximately $249.5 million of total net proceeds to us after deducting offering expenses to us. The underwriters propose to offer the shares of common stock from time to time for sale in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. See Underwriting. On April 16, 2012, the last reported sales price for our common stock on the New York Stock Exchange was $19.13 per share. We intend to elect and qualify to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 2011. We believe that we have been organized and have operated in a manner that allows us to qualify for taxation as a REIT under the Internal Revenue Code commencing with our taxable year ended December 31, 2011, and we intend to continue to be organized and operate in such a manner. To assist us in qualifying as a REIT, among other purposes, stockholders are generally restricted, subject to certain exceptions, from owning more than 9.8% by value or number of shares, whichever is more restrictive, of the outstanding shares of our common or capital stock. In addition, our charter contains various other restrictions on the ownership and transfer of our common stock, see Description of Capital Stock Restrictions on Ownership and Transfer. We have granted the underwriters the right to purchase up to 2,085,000 additional shares of our common stock from us at the public offering price, less the underwriting discount, within 30 days after the date of this prospectus. Investing in our common stock involves risks. See Risk Factors beginning on page 15 of this prospectus. You should also read carefully the risk factors described in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, before investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The shares of common stock sold in this offering will be ready for delivery on or about April 20, 2012. Morgan Stanley Credit Suisse J.P. Morgan JMP Securities Nomura Stifel Nicolaus Weisel RBS The date of this prospectus is April 17, 2012
TABLE OF CONTENTS Prospectus Summary... 1 Risk Factors... 15 Forward-Looking Statements... 18 Use of Proceeds... 19 Price Range of Common Stock and Dividend Payments... 20 Distribution Policy... 21 Capitalization... 22 Management s Discussion and Analysis of Financial Condition and Results of Operations... 23 Quantitative and Qualitative Disclosures About Market Risk... 24 Our Manager and the Management Agreement... 27 Our Management... 37 Principal Stockholders... 47 Certain Relationships and Related Transactions... 49 Description of Capital Stock... 52 Shares Eligible for Future Sale... 57 Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws... 59 U.S. Federal Income Tax Considerations... 64 Underwriting... 89 Legal Matters... 93 Experts... 94 Incorporation by Reference... 95 Where You Can Find More Information... 96 Financial Statements... 97 Appendix I Assets Under Management... 98 You should rely only on the information contained in this prospectus, any free writing prospectus prepared by us or information to which we have referred you. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. You should assume that the information appearing in this prospectus and any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in these documents. Our business, financial condition, results of operations and prospects may have changed since those dates. i
[THIS PAGE INTENTIONALLY LEFT BLANK]
PROSPECTUS SUMMARY This summary highlights some of the information in this prospectus. It does not contain all of the information that you should consider before investing in our common stock. You should read carefully the more detailed information set forth under Risk Factors and the other information included in this prospectus, and the information incorporated by reference into this prospectus, including our audited consolidated financial statements and the accompanying notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Except where the context suggests otherwise, the terms company, we, us and our refer to Apollo Residential Mortgage, Inc., a Maryland corporation, together with its consolidated subsidiaries; references in this prospectus to Apollo refer to Apollo Global Management, LLC, together with its subsidiaries; and references in this prospectus to our Manager refer to ARM Manager, LLC, a Delaware limited liability company and an indirect subsidiary of Apollo Global Management, LLC. References in this prospectus to assets under management refer to assets under management as defined in Appendix I. Unless indicated otherwise, the information in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional 2,085,000 shares of our common stock. The following defines certain of the commonly used terms: Agency or Agencies refer to a federally chartered corporation, such as Fannie Mae or Freddie Mac, or an agency of the U.S. Government, such as Ginnie Mae; references to RMBS refer to residential mortgage-backed securities; references to Agency RMBS refer to RMBS issued or guaranteed by the Agencies while non-agency RMBS refer to RMBS that are not issued or guaranteed by the Agencies; references to ARMs refers to adjustable rate mortgages; references to Agency Derivatives refer to interestonly and inverse interest-only securities used to collateralize Agency RMBS; and Alt-A mortgage loans means residential mortgage loans made to borrowers whose qualifying mortgage characteristics do not conform to Agency underwriting guidelines and generally, Alt-A mortgage loans allow homeowners to qualify for a mortgage loan with reduced or alternate forms of documentation. Our Company Apollo Residential Mortgage, Inc. is a residential real estate finance company that invests in residential mortgage assets in the United States. Our principal objective is to provide attractive risk-adjusted returns to our stockholders over the long term, primarily through dividend distributions and secondarily through capital appreciation. We pursue this objective by selectively constructing a portfolio of assets that currently consists of Agency RMBS and non-agency RMBS whose underlying collateral includes fixed rate mortgages, ARMs and Agency Derivatives, and that over time we may invest in a broader range of other residential mortgage assets, including residential mortgage loans, reaching a fully diversified portfolio over the course of 2012 and the first half of 2013. We believe that the initial focus of investing in Agency RMBS and to a lesser extent non-agency RMBS has enabled us to take advantage of favorable market conditions that currently exist for these asset classes. We believe that the diversification of our portfolio of assets over time, our Manager s expertise within our target asset classes and the flexibility of our strategy will enable us to achieve attractive risk-adjusted returns under a variety of market conditions and economic cycles. We refer to the assets we target for acquisition as our target assets. We are externally managed and advised by ARM Manager, LLC, or our Manager, an indirect subsidiary of Apollo Global Management, LLC. We utilize and leverage the extensive expertise of our Manager, and its management team. Founded in 1990, Apollo is a leading global alternative investment manager with a contrarian and value-oriented investment approach, with total assets under management of approximately $75 billion as of December 31, 2011. Apollo has significant and longstanding experience in residential real estate markets through a number of investments made by Apollo managed funds. We believe that utilizing and leveraging the extensive expertise of our Manager allows us to differentiate our company from our peers in the acquisition of our target 1
assets. Specifically, we believe that our Manager s deep understanding of RMBS market fundamentals, as well as its ability to analyze, model and set value parameters around the individual mortgages that collateralize Agency RMBS and non-agency RMBS, enables our Manager to selectively acquire assets for us that present attractive risk-adjusted return profiles and the potential for capital appreciation. We are led by our Chief Executive Officer, Michael A. Commaroto, who has over 25 years of experience in the residential mortgage market. In addition, to Mr. Commaroto, our Manager s personnel is comprised of an experienced team of senior residential mortgage trading and finance professionals, including Stuart A. Rothstein, who serves as our Chief Financial Officer. Messrs. Commaroto and Rothstein are supported by Keith Rosenbloom, our Manager s Agency RMBS portfolio manager, Paul Mangione, our Manager s non-agency RMBS portfolio manager, and a team of other senior personnel who have significant experience investing in, financing and managing residential mortgage assets. Our Manager also draws upon the extensive transactional, financial, managerial and investment skills of Apollo s private equity, capital markets and real estate investment professionals. We believe our relationship with Apollo provides us with significant advantages in sourcing, evaluating, underwriting and managing investments in our target assets. We completed our initial public offering, or IPO, and a related private placement, or the Private Placement, on July 27, 2011, pursuant to which we raised an aggregate gross proceeds of approximately $205 million. We also use leverage to increase potential returns to our stockholders. We use leverage for the primary purpose of financing our portfolio and not for the purpose of speculating on changes in interest rates. Through December 31, 2011, we entered into master repurchase agreements with 17 counterparties representing over $3.6 billion of potential funding capacity, and are in discussions with a number of other financial institutions in order to potentially provide us with additional repurchase agreement capacity. As of December 31, 2011, we held a diversified portfolio comprised of Agency RMBS with a principal balance of approximately $1.2 billion and an amortized cost of approximately $1.1 billion and non-agency RMBS with a principal balance of approximately $198 million and an amortized cost of approximately $114 million. We financed this portfolio with approximately $1.1 billion of repurchase agreement borrowings at December 31, 2011 collateralized by approximately $1.1 billion of Agency RMBS and $111 million of non-agency RMBS. We had entered into interest rate swap agreements to effectively fix the floating interest rate of $345 million of borrowings under our repurchase agreements at December 31, 2011. We are organized as a Maryland corporation and intend to elect and qualify to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 2011. We generally will not be subject to U.S. federal income tax on our net taxable income to the extent that we annually distribute all of our taxable income to stockholders and maintain our intended qualification as a REIT. We also intend to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended, or the 1940 Act. 2
Our Portfolio As of December 31, 2011, we held a diversified portfolio comprised of Agency RMBS with a principal balance of approximately $1.2 billion and an amortized cost of approximately $1.1 billion and non-agency RMBS with a principal balance of approximately $198 million and an amortized cost of approximately $114 million. As illustrated in the following table, the estimated fair value of the Agency RMBS and non-agency RMBS at December 31, 2011 was approximately $1.1 billion and $112.3 million, respectively and the average weighted yield on these purchases as of December 31, 2011 was 2.7% and 13.0%, respectively. The following table also sets forth certain additional information regarding our investments at December 31, 2011: (in thousands, except percentages) Principal Balance Unamortized Premium (Discount) Amortized Cost (1) Unrealized Gain (Loss) Estimated Fair Value (1) Net Weighted Average Coupon (2) Weighted Average Yield (3) Agency RMBS: 15 year fixed-rate... $ 107,878 $ 5,055 $ 112,933 $ 953 $ 113,886 3.5% 2.4% 30 year fixed-rate... 721,605 46,587 768,192 5,959 774,151 4.5 2.9 ARM... 214,438 10,127 224,565 (143) 224,422 2.8 1.5 Agency Derivatives... 125,099 (108,901) 16,198 (531) 15,667 4.4 13.2 Total Agency RMBS... 1,169,020 (47,132) 1,121,888 6,238 1,128,126 4.1 2.7 Non-Agency RMBS... 198,257 (84,275) 113,982 (1,636) 112,346 1.0 13.0 Total... $1,367,277 ($131,407) $1,235,870 $ 4,602 $1,240,472 3.6% 3.7% (1) Includes unsettled purchases with an aggregate cost of $121,019 and estimated fair value of $121,294 at December 31, 2011. (2) Net weighted average coupon is presented net of servicing and other fees. (3) Weighted average yield incorporates future prepayment and loss assumptions. Distributions to stockholders To date, our board of directors has authorized and we have declared the following dividends: Declaration Date Record Date Payment Date Amount per Share December 15, 2011 December 31, 2011 January 12, 2012 $ 0.30 March 6, 2012 March 31, 2012 April 30, 2012 $ 0.75 Our Manager and Apollo Our Manager is an indirect subsidiary of Apollo Global Management, LLC. Our Manager is a direct subsidiary of Apollo Capital Management, L.P., a registered investment adviser. Pursuant to the terms of a management agreement between us and our Manager, our Manager is responsible for administering our business activities and day-to-day operations and provides us with our management team and appropriate support personnel. Our Manager at all times is subject to the supervision and oversight of our board of directors and has only such functions and authority as we delegate to it. We do not have employees. Our Manager has access to Apollo s senior management team, which has extensive experience in identifying, financing, analyzing, hedging and managing real estate and real estate-related equity, debt and mezzanine investments, as well as a broad spectrum of other private equity and capital markets investments. Our Manager has formed an Investment Committee which advises and consults with our Manager s senior management team with respect to our investment strategy, investment portfolio holdings, sourcing, financing and 3
leverage strategies and investment guidelines. In addition to Messrs. Commaroto and Rothstein, our Manager s Investment Committee consists of senior executives of Apollo, including Marc E. Becker (Partner of Apollo s private equity business), Frederick N. Khedouri (Partner of Apollo Management International LLP), Eileen Patrick (Principal, Strategic Planning and Development of Apollo s capital markets business), Justin Stevens (Principal of Apollo s private equity business) and James Zelter (Managing Partner of Apollo s capital markets business). Our Manager s Investment Committee has over 115 years of investment experience in the aggregate. Founded in 1990, Apollo is a leading global alternative investment manager with a contrarian and value-oriented investment approach in private equity, credit-oriented capital markets and real estate. Apollo has a flexible mandate that enables it to invest opportunistically across a company s capital structure throughout economic cycles. Apollo s contrarian nature is reflected in (1) many of the businesses in which it invests, which are often in industries that its competitors typically avoid, (2) the often complex structures Apollo employs in some of its investments and (3) its experience in investing during periods of uncertainty or distress in the economy or financial markets when many of its competitors reduce their investment activity. Apollo has a long-standing presence in the real estate market and extensive relationships with the real estate investment, corporate, lending and brokerage communities. Apollo s experience and these relationships are valuable sources for deal flow and real estate market intelligence. Apollo is led by its managing partners, Leon Black, Joshua Harris and Marc Rowan, who have worked together for more than 20 years and lead a team of 548 employees, including 201 investment professionals as of December 31, 2011. This team possesses a broad range of transactional, financial, managerial and investment skills. Apollo has offices in New York, Los Angeles, Houston, London, Frankfurt, Singapore, Luxembourg, Hong Kong and Mumbai. We believe that Apollo s integrated approach towards investing distinguishes it from other alternative asset managers. Apollo had total assets under management of approximately $75 billion as of December 31, 2011. We believe our relationship with Apollo provides us with significant advantages in sourcing, evaluating, underwriting and managing investments. Apollo has long-standing relationships with its investors, as well as extensive corporate finance and lending relationships, all of which we believe facilitate attractive and creative means to originate transactions and finance our business. Our Business Strengths and Competitive Advantages The following summarizes the key strengths and competitive advantages of our business: Experienced management team Our Manager s personnel is comprised of an experienced team of senior residential mortgage trading and finance professionals, including Michael A. Commaroto, who serves as our Chief Executive Officer, and Stuart A. Rothstein, who serves as our Chief Financial Officer. Messrs. Commaroto and Rothstein are supported by Keith Rosenbloom, our Manager s Agency RMBS portfolio manager, Paul Mangione, our Manager s non-agency RMBS portfolio manager, and a team of other senior personnel who have significant experience investing in, financing and managing residential mortgage assets. Our Manager also draws upon the extensive transactional, financial, managerial and investment skills of Apollo s private equity, capital markets and real estate investment professionals. We believe our relationship with Apollo provides us with significant advantages in sourcing, evaluating, underwriting and managing investments in our target assets. Opportunistic and flexible investment strategy Our Manager s investment team is opportunistic and flexible, which enables us to adapt to shifts in economic, real estate and capital market conditions and to exploit inefficiencies in the residential mortgage market as attractive investment opportunities arise. Consistent with this strategy, our investment decisions 4
depend on prevailing market conditions and may change over time in response to opportunities available in different economic and capital market conditions. We believe this approach allows us to identify undervalued opportunities in all market cycles across our target assets, often before other investors identify such opportunities. Significant benefits from our relationship with Apollo Apollo generally operates its global franchise as an integrated investment platform with a free flow of information across its businesses. Apollo s investment professionals interact frequently across its businesses on a formal and informal basis. We believe Apollo s integrated investment model offers us deep industry relationships, market intelligence and execution capabilities that support the implementation and growth of our business. Our Manager also draws upon the experience of Apollo s operating partners which we believe provides us with differentiated expertise. Apollo s managing partners have worked together for more than 20 years and lead a team of 201 investment professionals as of December 31, 2011. This team possesses a broad range of transactional, financial, managerial and investment expertise, including the creation of publicly traded vehicles. Our Manager is able to leverage Apollo s perspective and expertise in debt capital markets. As of December 31, 2011, Apollo s credit-oriented capital markets funds had total assets under management of approximately $31.9 billion. As of December 31, 2011, these vehicles include distressed and event-driven hedge funds, mezzanine funds, senior credit funds, and a European non-performing loan fund. We believe that Apollo s broad participation in real estate and debt capital markets provides our Manager with insights to evaluate opportunities across the spectrum of our target assets, including Agency RMBS, non-agency RMBS and residential mortgage loans, and identify those opportunities offering the most compelling risk-return profile. Comprehensive investment process and risk management Our Manager s senior personnel have extensive experience analyzing and managing the interest rate risk, maturity risk, prepayment risk and liquidity risk associated with owning a leveraged portfolio of residential mortgage assets. Our Manager s expertise includes the ability to effectively finance these assets in order to enhance the returns from our target assets and appropriately hedge our financing to protect against adverse changes in interest rates. Consistent with Apollo s credit-oriented investment approach, the foundation of our investment strategy is based on a deep understanding of the collateral that we purchase as part of residential mortgage loan pools as well as the collateral underlying our non-agency RMBS. We believe that access to portfolio companies of funds managed by Apollo and deep industry knowledge and relationships provides our Manager with an informed perspective when evaluating the fundamental drivers impacting our business. We believe that this investment approach provides an advantage relative to many of our competitors and enables us to better identify attractive investment opportunities and assess the performance, risk and returns that we should expect from any particular investment. Superior sourcing capabilities Our Manager utilizes Apollo s extensive proprietary relationships in the public and private real estate ownership, development, financing and services communities. These relationships are complemented by those with Apollo s corporate private equity and capital markets operating partners in multiple industry categories. We believe this and other relationships provide us with additional means to source investments in our target assets and originate residential mortgage loans to the extent we expand our investment strategy to include the origination of such loans. We also expect our Manager s relationship with Apollo to provide us with access to 5
Apollo s deep, longstanding relationships with major U.S. financial institutions and we expect to be able to access residential mortgage asset and securitization opportunities from these relationships. We believe these relationships enable our Manager to identify new investment opportunities as we seek to deploy our capital and maximize our risk-adjusted returns. Portfolio of recent investments We have deployed substantially all of the proceeds from our IPO and the Private Placement. Our portfolio consists solely of investments which we acquired or originated since July 2011. We believe we have a competitive advantage relative to other existing comparable mortgage REITs and lenders because we do not have a legacy portfolio of lower-return or problem real estate assets that could potentially dilute our returns and distract our Manager s focus from our investment strategy. Alignment of Apollo s and our interests We have taken steps to structure our relationship with Apollo and our Manager so that our interests and those of Apollo, our officers and our Manager, are closely aligned. Concurrent with the consummation of our IPO, we completed the Private Placement in which Apollo and certain of its affiliates, including our officers, purchased 250,000 shares of our common stock at a purchase price of $20.00 per share for aggregate proceeds of $5 million. As a result of the Private Placement, Apollo and certain of its affiliates, including our officers, beneficially owned 2.4% of our outstanding common stock as of December 31, 2011, excluding shares of our common stock to be issued upon the settlement of outstanding and vested restricted stock units. Further, as of December 31, 2011, our independent directors, our officers, our Manager s personnel and our Manager had been granted 51,250 shares of restricted common stock and/or restricted stock units under the Apollo Residential Mortgage, Inc. 2011 Equity Incentive Plan, or our 2011 equity incentive plan, and had acquired an additional 20,000 shares of our common stock which represented approximately 0.7% of the outstanding number of shares of our common stock. We believe that the significant investment in us by Apollo and certain of its affiliates, and our officers and our Manager s and its personnel s equity ownership in us, aligns our interests with those of Apollo and our officers and our Manager, which creates an incentive for Apollo, our officers and our Manager to maximize returns for our stockholders. Our Investment Strategy Our principal objective is to provide attractive risk-adjusted returns to our stockholders over the long term, primarily through dividend distributions and secondarily through capital appreciation. We pursue this objective by selectively constructing a portfolio of assets that currently consists of Agency RMBS and non-agency RMBS, and that over time we may invest in a broader range of other residential mortgage assets, including residential mortgage loans, reaching a fully diversified portfolio over the course of 2012 and the first half of 2013. We primarily expect to source residential mortgage loans through bulk acquisitions of pools of whole loans originated by third parties. Our plan is to finance these loan purchases primarily through securitizations we create as the private non-agency RMBS market begins to recover. We may, in the future, seek to originate these assets, leveraging the experience of Apollo s operating partners. Our Manager s senior personnel have proven expertise in both Agency and non-agency RMBS portfolio management, underwriting, due diligence and residential mortgage valuation, which enables us to identify and capitalize on a range of opportunities in RMBS and other residential mortgage asset classes. We believe that the diversification of our portfolio of assets over time, the expertise of our Manager within our target asset classes and the flexibility of our strategy will enable us to achieve attractive risk-adjusted returns under a variety of market conditions and economic cycles. 6
We rely on our Manager s expertise in identifying assets within the target assets described below and, to the extent that leverage is employed, efficiently financing those assets. Our Manager makes decisions based on a variety of factors, including expected risk-adjusted returns, credit fundamentals, liquidity, availability of adequate financing, borrowing costs and macroeconomic conditions, as well as maintaining our REIT qualification and our exemption from registration under the 1940 Act. In order to capitalize on the changing sets of investment opportunities that may be present in the various points of an economic cycle, we may expand or refocus our investment strategy by emphasizing investments in different parts of the capital structure and different sectors of real estate. Our investment strategy may be amended from time to time by our board of directors. We are not required to seek stockholder approval when amending our investment strategy. Our Target Assets The following is a summary of the assets that we target for investment: Asset classes Principal assets Agency RMBS... Agency RMBS, primarily whole pool Agency RMBS, and Agency CMOs. Non-Agency RMBS... Non-Agency RMBS, including highly rated, as well as noninvestment grade and unrated, tranches backed by Alt-A mortgage loans, subprime mortgage loans and prime mortgage loans, which may be adjustable-rate, hybrid or fixed-rate. Residential Mortgage Loans Prime mortgage loans, jumbo mortgage loans, Alt-A mortgage loans and subprime mortgage loans. These may be performing, subperforming and non-performing and may be adjustable-rate, hybrid or fixed-rate. Other Residential Mortgage Assets... Interest only and principal only Agency RMBS and non-agency RMBS, inverse floating rate and floating rate securities, and other Agency and non-agency RMBS derivative securities, as well as other financial assets, including common stock, preferred stock and debt of other real estate-related entities. In addition, in the future we may invest in assets other than our target assets, in each case subject to maintaining our qualification as a REIT for U.S. federal income tax purposes and our exemption from registration under the 1940 Act. Our Financing Strategy As described in detail below, we use conservative levels of borrowings as part of our financing strategy. Our financing sources include the net proceeds of this offering and borrowings in the form of repurchase agreements, warehouse facilities, securitizations, resecuritizations, bank credit facilities (including term loans and revolving facilities), and public and private equity and debt issuances, in addition to transaction or asset specific funding arrangements. We use leverage primarily for the purpose of financing our portfolio and to increase potential returns to our stockholders and not for the purpose of speculating on changes in interest rates. We are not required to maintain any particular debt-to-equity leverage ratio, the amount of leverage we employ for particular assets depend upon the availability of particular types of financing and our Manager s assessment of the credit, liquidity, price volatility and other risks of those assets and financing counterparties. We have initially financed our RMBS with repurchase agreement financing. At December 31, 2011, we had entered into master repurchase agreements with 17 counterparties representing over $3.6 billion of potential funding capacity, and are in discussions with 7
additional financial institutions in order to potentially provide us with additional repurchase agreement capacity. As of December 31, 2011, we had approximately $1.1 billion outstanding under our repurchase facilities. Over time, as market conditions change, in addition to these financings, we may use other forms of leverage, including warehouse facilities, securitizations, resecuritizations, bank credit facilities (including term loans and revolving facilities), and public and private equity and debt issuances, in addition to transaction or asset-specific funding arrangements. We may, however, be limited or restricted in the amount of leverage we may employ by the terms and provisions of our financings or other agreements that we may enter into in the future, and we may be subject to margin calls as a result of our financing activity. In addition to these financings, we may use other forms of leverage over time as market conditions change. Our Hedging Strategy Subject to maintaining our qualification as a REIT for U.S. federal income tax purposes, we pursue various hedging strategies to seek to reduce our exposure to adverse changes in interest rates. Our hedging activity varies in scope based on the level and volatility of interest rates, the type of assets held and other changing market conditions. As of December 31, 2011, we had entered into interest rate swap agreements designed to mitigate the effects of increases in interest rates under a portion of our repurchase agreements. These interest rate swap agreements provide for fixed interest rates indexed off of LIBOR and effectively fix the floating interest rates on approximately $345 million of borrowings under our repurchase agreements as of December 31, 2011. We record derivative and hedging transactions in accordance with accounting principles generally accepted in the U.S., or GAAP. We chose not to pursue hedge accounting for these interest rate swaps and will record the change in estimated fair value related to interest rate swap agreements in earnings. As a result, our operating results may suffer because losses, if any, on these interest rate swaps may not be offset by a change in the fair value of the related hedged transaction or item. Investment Process Our investment strategy is implemented through a highly disciplined investment process that will extend to asset sourcing, screening and risk management, initial due diligence and underwriting, evaluation and approval by our Manager s Investment Committee and asset management and portfolio monitoring. Summary Risk Factors An investment in shares of our common stock involves various risks. You should consider carefully the risks discussed below and under the heading Risk Factors in this prospectus, as well under the heading Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2011, which is incorporated by reference into this prospectus, before purchasing our common stock. If any of such risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment. We depend on our Manager and its key personnel for our success and upon their access to Apollo s investment professionals and partners. We may not find a suitable replacement for our Manager if our management agreement is terminated, or if key personnel leave the employment of our Manager or Apollo or otherwise become unavailable to us. Our management agreement was negotiated between related parties and its terms, including fees payable to our Manager, may not be as favorable to us as if they had been negotiated with an unaffiliated third party. 8
The termination of our management agreement may be difficult and require payment of a substantial termination fee or other amounts, including in the case of termination for unsatisfactory performance, which may adversely affect our inclination to end our relationship with our Manager. Our Manager manages our portfolio pursuant to very broad investment guidelines and our board of directors does not approve each investment decision made by our Manager, which may result in our making riskier investments. There are various conflicts of interest in our relationship with Apollo which could result in decisions that are not in the best interests of our stockholders. We have limited operating history and may not be able to operate our business successfully, find suitable investments, or generate sufficient revenue to make or sustain distributions to our stockholders. We operate in a competitive market for investment opportunities and future competition may limit our ability to acquire desirable investments in our target assets and could also affect the pricing of these securities. We may change our operational policies (including our investment guidelines, strategies and policies and the targeted assets in which we invest) with the approval of our board of directors but without stockholder consent or notice at any time, which may adversely affect the market value of our common stock and our ability to make distributions to our stockholders. We use leverage as part of our investment strategy but we do not have a formal policy limiting the amount of debt we may incur. Our board of directors may change our leverage policy without stockholder consent. We cannot at the present time predict the unintended consequences and market distortions that may stem from far-ranging governmental intervention in the economic and financial system or from regulatory reform of the oversight of financial markets. Loss of our exemption under the 1940 Act would adversely affect us, the market price of shares of our common stock and our ability to distribute dividends, and could result in the termination of the management agreement with our Manager. We may depend on repurchase agreements, warehouse facilities, securitizations, resecuritizations and bank credit facilities (including term loans and revolving facilities) to execute our business plan, and our inability to access funding could have a material adverse effect on our results of operations, financial condition and business. We intend to rely on short-term financing and thus are especially exposed to changes in the availability of financing. We may enter into hedging transactions that could expose us to contingent liabilities in the future and adversely impact our financial condition. The mortgage loans that we will acquire, and the mortgage and other loans underlying the RMBS, respectively, that we will acquire, are subject to delinquency, foreclosure and loss, which could result in losses to us. The lack of liquidity of our assets may adversely affect our business, including our ability to value and sell our assets. We cannot assure you of our ability to make distributions in the future. Although we currently do not intend to do so, we could be required to sell assets, borrow funds, make a portion of our distributions in the form of a taxable stock distribution or distribution of debt securities, or utilize a portion of the net proceeds of this offering to fund our distributions. 9
Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, and our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local tax, which would reduce the amount of cash available for distribution to our stockholders. Complying with REIT requirements may force us to liquidate or forego otherwise attractive investments. Conflicts of Interest We do not have any employees and we rely completely on our Manager to provide us with investment and advisory services. Our Chairman, Chief Executive Officer and Chief Financial Officer also serve as officers of our Manager. Our management agreement with our Manager was negotiated between related parties and its terms, including fees, expense reimbursements and other amounts payable to our Manager, may not be as favorable to us as if it had been negotiated at arm s length between unaffiliated third parties. Certain of our officers and directors, and the officers and other personnel of our Manager, also serve or may serve as officers, directors or partners of Apollo as well as Apollo sponsored funds, including new affiliated potential pooled investment vehicles or managed accounts not yet established, whether managed or sponsored by Apollo s affiliates or our Manager (we refer to all of the foregoing as Other Apollo Vehicles). Accordingly, the ability of our Manager and its officers and other personnel to engage in other business activities may reduce the time our Manager spends managing our business. In addition, officers and other personnel of our Manager may have obligations to those entities, the fulfillment of which might not be in the best interests of us or our stockholders. Our Manager and Apollo Global Management, LLC have agreed that, for so long as our management agreement is in effect and Apollo Global Management, LLC controls our Manager, neither they nor any entity controlled by Apollo Global Management, LLC will sponsor or manage any U.S. publicly traded REIT that invests primarily in the asset classes described in Our Target Assets other than us. However, our Manager, Apollo Global Management, LLC and their respective affiliates may sponsor or manage another U.S. publicly traded REIT that invests generally in real estate assets but not primarily in our target assets. In September 2009, Apollo launched Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI), or ARI, which originates, acquires, invests in and manages performing commercial first mortgage loans, commercial mortgage-backed securities, mezzanine financings and other commercial real estate-related debt investments in the United States. A private equity fund managed by Apollo has made an investment in and controls Vantium Capital Markets, L.P., or Vantium, an entity that invests in residential mortgages and other related assets. Vantium is in the process of winding down its existing portfolio of mortgage assets and has ceased acquiring assets. In addition, another affiliate of Apollo manages through certain separate accounts a portfolio of RMBS and other mortgage related assets. Other than Vantium and this separate account, no existing Other Apollo Vehicle currently focuses on our target asset classes as part of its core investment strategy and no existing Other Apollo Vehicle currently holds significant investments in our target assets. However, it is possible that in the future such Other Apollo Vehicles as well as existing or future separate accounts managed by Apollo may from time to time acquire our target assets as a part of their larger business strategies. To the extent such Other Apollo Vehicles or such other separate accounts that may be organized in the future seek to acquire our target assets, the scope of opportunities otherwise available to us may be adversely affected and/or reduced. Our Manager and Apollo have an investment allocation policy in place that is intended to ensure that every Apollo vehicle, including our company, is treated in a manner that, over time, is fair and equitable. According to this policy, investments may be allocated by taking into account factors, including but not limited to, available capital and net asset value of the investment vehicles, suitability of the investment, order size, investment objectives, permitted leverage and available financing, current income expectations, the size, liquidity and duration of the available investment, seniority and 10
other capital structure considerations and the tax implications of an investment. In certain circumstances, the allocation policy provides for the allocation of investments pursuant to a pre-defined arrangement that is other than pro-rata. The investment allocation policy may be amended by our Manager and Apollo at any time without our consent. In addition to the fees payable to our Manager under the management agreement, our Manager and its affiliates may benefit from other fees paid to it in respect of our investments. For example, if we seek to securitize our residential mortgage loans, Apollo and/or our Manager may act as collateral manager. In addition, an affiliate of Apollo may act as servicer for some of our mortgage loans or for any securitization vehicles we may establish. In any of these or other capacities, Apollo and/or our Manager may receive market based fees for their roles, but only if approved by a majority of our independent directors. We may, in the future, invest in, acquire or sell assets to joint ventures with affiliates of Apollo or co-invest with, purchase assets from, sell assets to or arrange financing from or provide financing to Other Apollo Vehicles. Any such transactions will require approval by a majority of our independent directors under our management agreement. In certain instances we may invest alongside Other Apollo Vehicles in different parts of the capital structure of the same issuer. Depending on the size and nature of such investment, such transactions may require approval by a majority of our independent directors. To the extent we co-invest with Other Apollo Vehicles, we will not be responsible for fees other than as set forth in our management agreement, except our proportionate share of fees if approved by a majority of our independent directors. We do not have a policy that expressly prohibits our directors, officers, security holders or affiliates from engaging for their own account in business activities of the types conducted by us. However, our code of business conduct and ethics contains a conflicts of interest policy that prohibits our directors and executive officers, as well as employees of our Manager, from engaging in any transaction that involves an actual conflict of interest with us except under guidelines approved by our board of directors. Directors, executive officers and personnel of the Manager who are employees of Apollo are also subject to Apollo s Code of Business Conduct and Ethics. Dividend Reinvestment Plan In the future, we intend to adopt a dividend reinvestment plan that will permit stockholders who elect to participate in the plan to have their cash dividends reinvested in additional shares of our common stock. Restrictions on Ownership and Transfer of Our Capital Stock To assist us in complying with the limitations on the concentration of ownership of a REIT imposed by the Internal Revenue Code, among other purposes, our charter prohibits, with certain exceptions, any stockholder from beneficially or constructively owning, applying certain attribution rules under the Internal Revenue Code, more than 9.8% by value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock, or 9.8% by value or number of shares, whichever is more restrictive, of the outstanding shares of our capital stock. Our board of directors may, in its sole discretion, subject to such conditions as it may determine and the receipt of certain representations and undertakings, waive the 9.8% ownership limit with respect to a particular stockholder if such ownership will not then or in the future jeopardize our qualification as a REIT. Our board of directors has established an exemption from this ownership limit which permits Apollo and certain of its affiliates to collectively hold up to 25% of our common stock. Our board of directors has also established an exemption from the ownership limit for another group of commonly controlled private funds (not affiliated with Apollo) to collectively hold up to the greater of 1,540,500 shares of our common stock or 15% of our common stock. Our charter also prohibits any person from, among other things, beneficially or constructively owning shares of our capital stock that would result in our being closely held under Section 856(h) of the Internal Revenue Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise cause us to fail to qualify as a REIT. 11
Our charter provides that any ownership or purported transfer of our capital stock in violation of the foregoing restrictions will result in the shares so owned or transferred being automatically transferred to a charitable trust for the benefit of a charitable beneficiary, and the purported owner or transferee acquiring no rights in such shares. If a transfer of shares of our capital stock would result in our capital stock being beneficially owned by fewer than 100 persons or the transfer to a charitable trust would be ineffective for any reason to prevent a violation of the other restrictions on ownership and transfer of our capital stock, the transfer resulting in such violation will be void. 12
Common stock offered by us... Common stock to be outstanding after this offering... THE OFFERING 13,900,000 shares (plus up to an additional 2,085,000 shares of our common stock that we may issue and sell upon the exercise of the underwriters option to purchase additional shares). 24,182,847 shares (excludes up to an additional 2,085,000 shares of our common stock that we may issue and sell upon the exercise of the underwriters option to purchase additional shares). Use of proceeds... We intend to contribute the net proceeds of this offering to our subsidiaries which in turn will use such proceeds to acquire Agency RMBS, non-agency RMBS and other residential mortgage assets included in our investment strategy and to the extent consistent with maintaining our REIT qualification. Until appropriate assets can be identified, our Manager may invest the net proceeds of this offering in interest-bearing short-term investments, including money market accounts, that are consistent with our intention to qualify as a REIT. These investments are expected to provide a lower net return than we will seek to achieve from our target assets. See Use of Proceeds. Distribution policy... We intend to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. We generally intend over time to pay quarterly dividends in an amount equal to our net taxable income. On December 15, 2011, we declared a dividend in respect of the fourth quarter of 2011 of $0.30 per share payable to stockholders of record on December 31, 2011, which was paid on January 12, 2012. On March 6, 2012, we declared a dividend of $0.75 per share, which is payable on April 30, 2012 to stockholders of record on March 31, 2012. Investors in this offering will not receive this dividend. We intend to make future regular quarterly distributions to holders of our common stock. However, any distributions we make in the future will be at the discretion of our board of directors and will depend upon, among other things, our actual results of operations. These results and our ability to pay distributions will be affected by various factors, including the net interest and other income from our portfolio, our operating expenses and any other expenditures. For more information, see Distribution Policy. NYSE symbol... AMTG Ownership and transfer restrictions... Toassist us in complying with the limitations on the concentration of ownership of a REIT imposed by the Internal Revenue Code, among other purposes, stockholders are generally restricted, subject to certain exceptions, from owning more than 9.8% by value or number of shares, whichever is more restrictive, of the outstanding shares of our common or capital stock. Different ownership limits apply to 13