Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of March 31, 2021 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Management’s Report on Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting, which is contained in “Item 8. Financial Statements and Supplementary Data” of this report, is incorporated by reference herein.
Attestation Report of the Independent Registered Public Accounting Firm
Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an attestation report on the Company’s internal control over financial reporting, which is contained in “Item 8. Financial Statements and Supplementary Data” of this report.
Changes in Internal Control Over Financial Reporting
Management has not identified any change in the Company’s internal control over financial reporting that occurred during the fourth fiscal quarter of 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this item will be contained in the Company’s definitive Proxy Statement for its 2021 Annual Stockholder Meeting, to be filed with the SEC within 120 days after March 31, 2021, and is incorporated herein by reference.
Item 11. Executive Compensation
Information required by this item will be contained in the Company’s definitive Proxy Statement for its 2021 Annual Stockholder Meeting, to be filed with the SEC within 120 days after March 31, 2021, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item will be contained in the Company’s definitive Proxy Statement for its 2021 Annual Stockholder Meeting, to be filed with the SEC within 120 days after March 31, 2021, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this item will be contained in the Company’s definitive Proxy Statement for its 2021 Annual Stockholder Meeting, to be filed with the SEC within 120 days after March 31, 2021, and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information required by this item will be contained in the Company’s definitive Proxy Statement for its 2021 Annual Stockholder Meeting, to be filed with the SEC within 120 days after March 31, 2021, and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
i. Financial Statements – See the Index to Financial Statements in Item 8 of this report.
ii. Financial Statement Schedules – None.
iii. Exhibits – The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC (according to the number assigned to them in Item 601 of Regulation S-K):
3.1(a) Articles of Amendment (1)
3.1(b) Articles of Amendment and Restatement (8)
3.1(c) Articles of Amendment (12)
3.1(d) Articles of Amendment (14)
3.2 Fifth Amended and Restated Bylaws (9)
4.1 Form of Stock Certificate (4)
4.2 In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the Registrant have been omitted but will be furnished to the SEC upon request.
4.3 Indenture, dated as of October 9, 2012, between the Registrant and U.S. Bank National Association, as Trustee (7)
4.4 Fourth Supplemental Indenture, dated as of March 3, 2015, relating to the 5.250% Notes due 2025, between the Registrant and U.S. Bank National Association, as Trustee (7)
4.5 Form of 5.250% Notes due 2025 (contained in the Fourth Supplemental Indenture filed as Exhibit 4.8 hereto) (7)
4.6 Description of Apollo Investment Corporation’s Registered Securities (15)
10.1 Third Amended and Restated Investment Advisory Management Agreement between the Registrant and Apollo Investment Management, L.P. (10)
10.2 Second Amended and Restated Administration Agreement between the Registrant and Apollo Investment Administration, LLC (3)
10.3 Dividend Reinvestment Plan (4)
10.4 Custodian Agreement (2)
10.5 Amended and Restated Trademark License Agreement between the Registrant and Apollo Management Holdings, L.P., dated as of May 14, 2012 (6)
10.6 Form of Transfer Agency and Service Agreement (2)
10.7 Amended and Restated Senior Secured Revolving Credit Agreement, dated December 22, 2020 (11)
10.10 Fee Offset Agreement, dated as of January 16, 2019 (13)
11.1 Computation of Per Share Earnings (included in the notes to the financial statements contained in this annual report)
12.1 Computation of Ratios (included in the notes to the financial statements contained in this annual report)
14.1 Amended and Restated Code of Ethics (5)
21.1 Subsidiaries of the Registrant (included in the notes to the financial statements contained in this annual report)
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
99.1 Audited Financial Statements of Merx Aviation Finance LLC as of and for the year ended March 31, 2021*
99.2 Consent of Independent Registered Public Accounting Firm*
99.3 Consent of Independent Auditors*
_________________________
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* Filed herewith.
(1) Incorporated by reference from the Registrant’s pre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on June 20, 2005.
(2) Incorporated by reference from the Registrant’s pre-effective Amendment No. 3 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on April 1, 2004.
(3) Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-K, filed on May 18, 2018.
(4) Incorporated by reference from the Registrant’s pre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on March 12, 2004.
(5) Incorporated by reference from the Registrant’s Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on October 7, 2008.
(6) Incorporated by reference from the Registrant’s Form 10-K, filed on May 23, 2012.
(7) Incorporated by reference to Exhibit 4.1 as applicable, to the Registrant’s Form 8-K, filed on March 3, 2015.
(8) Incorporated by reference from the Registrant’s post-effective amendments No.1 to the Registration Statement under the Securities Act of 1933, as amended, on form N-2, filed on August 14, 2006.
(9) Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed on May 18, 2018.
(10) Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on August 10, 2018.
(11) Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on December 22, 2020.
(12) Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on December 3, 2018.
(13) Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q, filed on February 6, 2019.
(14) Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K, filed on July 22, 2019.
(15) Incorporated by reference to Exhibit 4.6 to Registrant’s From 10k, Filed May 21, 2020
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 20, 2021.
APOLLO INVESTMENT CORPORATION
By:
/s/ HOWARD WIDRA
Howard Widra
Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ HOWARD WIDRA /s/ GREGORY W. HUNT
Howard Widra Gregory W. Hunt
Chief Executive Officer Chief Financial Officer and Treasurer
(Principal Executive Officer) (Principal Financial Officer)
May 20, 2021 May 20, 2021
/s/ AMIT JOSHI /s/ JOHN J. HANNAN
Amit Joshi John J. Hannan
Chief Accounting Officer and Assistant Treasurer Chairman of the Board of Directors, Director
(Principal Accounting Officer) May 20, 2021
May 20, 2021
/s/ R. RUDOLPH REINFRANK /s/ BARBARA MATAS
R. Rudolph Reinfrank Barbara Matas
Director Director
May 20, 2021 May 20, 2021
/s/ BRADLEY J. WECHSLER /s/ JEANETTE W. LOEB
Bradley J. Wechsler Jeanette W. Loeb
Director Director
May 20, 2021 May 20, 2021
/s/ ELLIOT STEIN, JR. /s/ FRANK C. PULEO
Elliot Stein, Jr. Frank C. Puleo
Director Director
May 20, 2021 May 20, 2021
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