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CLIFFORD CHANCE US LLP
31 WEST 52ND STREET NEW YORK, NY 10019-6131
TEL +1 212 878 8000 FAX +1 212 878 8375
www.cliffordchance.com |
April 22, 2022
VIA EDGAR
Ruairi Regan, Esq.
Pam Long, Esq.
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549-0404
| Re: | Apollo Realty Income Solutions, Inc. |
Draft Registration Statement on Form S-11
Submitted September 30, 2021
CIK No. 0001882850
Response to Staff comment made by letter dated October 27, 2021
Dear Mr. Regan and Ms. Long:
On behalf of our client, Apollo Realty Income Solutions, Inc. (the “Company”), set forth below is the response of the Company to a comment made by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated October 27, 2021 (the “Comment Letter”) in connection with the Company’s Registration Statement on Form S-11 (the “Registration Statement”), which was submitted on September 30, 2021 to the SEC on a confidential basis pursuant to Title I, Section 106 of the Jumpstart Our Business Startups Act of 2012.
Net Asset Value Calculation and Valuation Guidelines, page 118
| 1. | Please provide us, on a supplemental basis, with your template for future NAV disclosures. |
In response to the Staff’s comment, the Company supplementally advises the Staff that its future NAV disclosures will be in a form similar to the draft attached as Exhibit A hereto.
Should the Staff have any additional questions or comments regarding any of the foregoing, please do not hesitate to contact the undersigned at (212) 878-8324 or Andrew S. Epstein at (212) 878-8332.
| Sincerely, |
| /s/ Jason D. Myers |
| Jason D. Myers |
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CLIFFORD CHANCE US LLP |
| cc: | Apollo Realty Income Solutions, Inc. |
Stuart A. Rothstein
Jessica L. Lomm
Clifford Chance US LLP
Andrew S. Epstein
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CLIFFORD CHANCE US LLP |
Exhibit A
APOLLO REALTY INCOME SOLUTIONS, INC.
SUPPLEMENT NO. X DATED XX, 20XX
TO THE PROSPECTUS DATED XX, 20XX
We are providing this supplement no. X to you in order to supplement our prospectus dated [MONTH] XX, 20XX (as supplemented to date, the “Prospectus”). This supplement provides information that shall be deemed part of, and must be read in conjunction with, the Prospectus. The purpose of this supplement is to disclose information related to our monthly net asset value (“NAV”) per share for our Class S, Class I, Class D, Class F-S, Class F-I, Class F-D, and Class E shares for the month of XX 20XX. Capitalized terms shall have the same meanings as set forth in the Prospectus, unless otherwise noted. References herein to the “company,” “we,” “us,” or “our” refer to Apollo Realty Income Solutions, Inc. and its subsidiaries unless the context specifically requires otherwise.
NAV per share is calculated in accordance with the valuation guidelines approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at XXXXXXX and is made available on our toll-free, automated telephone line at (XXX) XXX-XXXX. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for important information about how our NAV is determined. The Adviser is ultimately responsible for determining our NAV.
The NAV presented in the following tables includes the NAV of our Class S, Class I, Class D, Class F-S, Class F-I, Class F-D, and Class E common stockholders. The following table provides a breakdown of the major components of our NAV as of the last calendar day of [MONTH] ($ and shares/units in thousands):
| Components of NAV |
Date | |||
| Investment in real properties |
$ | |||
| Investments in real estate debt |
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| Cash |
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| Other assets |
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| Debt obligations |
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| Other liabilities |
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| Net asset value |
$ | |||
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| Number of outstanding shares/units |
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CLIFFORD CHANCE US LLP |
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of the last calendar day of [MONTH] ($ and shares/units in thousands, except per share/unit data):
| NAV Per Share/Unit |
Class S Shares |
Class I Shares |
Class D Shares |
Class F-S Shares |
Class F-I Shares |
Class F-D Shares |
Class E Shares |
Total | ||||||||||||||||||||||||
| Net asset value |
$ | $ | $ | $ | $ | $ | $ | $ | — | |||||||||||||||||||||||
| Number of outstanding shares/units |
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| NAV Per Share/Unit as of XXXXX |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
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The following table provides a breakdown of the major components of our NAV as of the last calendar day of [PRIOR MONTH] ($ and shares/units in thousands):
| Components of NAV |
Date | |||
| Investment in real properties |
$ | |||
| Investments in real estate debt |
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| Cash |
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| Other assets |
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| Debt obligations |
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| Other liabilities |
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| Net asset value |
$ | |||
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| Number of outstanding shares/units |
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CLIFFORD CHANCE US LLP |
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of the last calendar day of [PRIOR MONTH] ($ and shares/units in thousands, except per share/unit data):
| NAV Per Share/Unit |
Class S Shares |
Class I Shares |
Class D Shares |
Class F-S Shares |
Class F-I Shares |
Class F-D Shares |
Class E Shares |
Total | ||||||||||||||||||||||||
| Net asset value |
$ | $ | $ | $ | $ | $ | $ | $ | — | |||||||||||||||||||||||
| Number of outstanding shares/units |
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| NAV Per Share/Unit as of XXXXX |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
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Set forth below are the weighted averages of the key assumptions used in valuation based on property types as of the last calendar day of [MONTH]. Once we own more than one property in additional property types, we will include the key assumptions for these property types.
| Property Type | Discount Rate | Exit Capitalization Rate | ||
| XX |
XX | XX |
These assumptions are determined by the Adviser and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values as of the last calendar day of [MONTH]:
| Input | Hypothetical Change |
[Property Type] Investment |
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| Discount Rate |
XX decrease | XX | ||||
| (weighted average) |
XX increase | XX | ||||
| Exit Capitalization Rate |
XX decrease | XX | ||||
| (weighted average) |
XX increase | XX | ||||
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CLIFFORD CHANCE US LLP |
Set forth below are the weighted averages of the key assumptions used in valuation based on property types as of the last calendar day of [PRIOR MONTH]. Once we own more than one property in additional property types, we will include the key assumptions for these property types.
| Property Type | Discount Rate | Exit Capitalization Rate | ||
| XX |
XX | XX |
These assumptions are determined by the Adviser and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values as of the last calendar day of [MONTH]:
| Input | Hypothetical Change |
[Property Type] Investment Values |
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| Discount Rate |
XX decrease | XX | ||||
| (weighted average) |
XX increase | XX | ||||
| Exit Capitalization Rate |
XX decrease | XX | ||||
| (weighted average) |
XX increase | XX | ||||
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