Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On September 19, 2024, Apollo Debt Solutions BDC (the "Fund") issued $350 million aggregate principal amount of 6.900% Notes due 2029 (the " ") under the Fund's indenture with U.S. Bank Trust Company, National Association (the " "), dated as of March 21, 2024, and first supplemental indenture, dated as of March 21, 2024 (together, the " "). The New Notes were issued at a price equal to 104.031% of the face value, plus accrued interest from March 21, 2024, resulting in an effective yield to maturity of 5.864%. The New Notes were issued as "Additional Notes" under the Indenture and have identical terms to the Fund's $650 million of aggregate principal amount of 6.900% Notes due 2029 that were issued on March 21, 2024 (the " " and, together with the New Notes, the " "), other than the issue date and the issue price. The New Notes will be treated as a single class of notes with the Existing Notes for all purposes under the Indenture.

The Notes will mature on April 13, 2029 and may be redeemed in whole or in part at the Fund's option at any time or from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 6.900% per year payable semi-annually on April 13 and October 13 of each year, commencing on October 13, 2024. The Notes are the general unsecured obligations of the Fund that rank senior in right of payment to all of the Fund's existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank with all existing and future unsecured unsubordinated indebtedness issued by the Fund, rank effectively junior to any of the Fund's secured indebtedness (including unsecured indebtedness that the Fund later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Fund's subsidiaries, financing vehicles or similar facilities.

The Indenture conta certain covenants, including covenants requiring the Fund to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Fund is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, on the occurrence of a "Change of Control Repurchase Event," as defined in the Indenture, the Fund will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to, but not including, the repurchase date.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, filed as exhibits hereto and incorporated by reference herein.

The Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the " "), and to certain persons outside the United States pursuant to Regulation S under the Securities Act (the " "). The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Notes Offering closed on September 19, 2024. The net proceeds to the Fund (excluding accrued interest) were approximately $360.5 million, after deducting the initial purchaser discount and estimated offering expenses. The Fund expects to use the net proceeds of the offering for general corporate purposes of it and its subsidiaries and/or to repay indebtedness, including under the Fund's revolving credit facility.

Registration Rights Agreement

In connection with the Notes Offering, the Fund entered into a Registration Rights Agreement, dated as of September 19, 2024 (the " "), with BofA Securities, Inc., BNP Paribas Securities Corp., and SMBC Nikko Securities America, Inc., as the representatives of the Initial Purchasers of the Notes. Pursuant to the Registration Rights Agreement, the Fund is obligated to file with the Securities and Exchange Commission a registration statement relating to an offer to exchange the Notes for new notes issued by the Fund that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Fund is not able to effect the exchange offer, the Fund will be obligated to file a shelf registration statement covering the resale of the Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Fund fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, filed as an exhibit hereto and incorporated by reference herein.