Good morning and welcome to Apollo Investment Corporation’s Earnings Conference Call for the period ended March 31, 2018. At this time, all participants have been placed in a listen-only mode. The call will be opened for a question-and-answer session following the speakers’ prepared remarks. [Operator Instructions] I'll now turn the call over to Elizabeth Besen, Investor Relations Manager for Apollo Investment Corporation.

Thank you, operator, and thank you everyone for joining us today. Speaking on today’s call are Jim Zelter; Howard Widra; Tanner Powell; and Greg Hunt. I’d like to advise everyone that today’s call and webcast are being recorded. Please note that they’re the property of Apollo Investment Corporation and that any unauthorized broadcast in any form is strictly prohibited. Information about the audio replay of this call is available in our earnings press release. I’d also like to call your attention to the customary Safe Harbor disclosure in our press release regarding forward-looking information. Today’s conference call and webcast may include forward-looking statements. Forward-looking statements involve risks and uncertainties, including, but not limited to, statements as to our future results, our business prospects and the prospects of our portfolio companies. You should refer to our registration statement and shareholder reports for risks that apply to our business and that may adversely affect any forward-looking statements we make. We do not undertake to update our forward-looking statements or projections unless required by law. To obtain copies of our SEC filings, please visit our Web site at www.apolloic.com. I’d also like to remind everyone that we posted a supplemental financial information package on our Web site, which contains information about the portfolio as well as the Company’s financial performance. At this time, I’d like to turn the call over to Jim Zelter.

Thank you, Elizabeth. As you’ve seen in today's press release, we have a variety of important announcements. To start, I’m happy to announce that Howard Widra, who has served as President of AINV since 2016 -- June 2016 has been appointed Chief Executive Officer as I step down from this role. Howard has also joined the Board of Directors of the Corporation. I will continue to serve as the Director for the company and as Co-President of Apollo Global Management, and as such will continue to be involved with AINV in its strategic capacity. In addition, Tanner Powell has been appointed President of the company, filling the vacancy created by Howard's appointment. Tanner will also continue to serve as Chief Investment Officer to the company's investment advisor. These appointments reflect Howard and Tanner's ongoing contributions to the successful execution of the company's portfolio repositioning plan over the past two years and their work at Apollo over many, many years. I look forward to continuing to work closely with Howard and Tanner as they continue to execute the company's strategic initiatives. Congratulations to both of you. With that, I will turn the call over to Howard to discuss our other announcements.

Thanks, Jim. I will begin today's call by discussing the changes to our fee structure, followed by an overview of our go forward strategy, in light of our Board's recent approval to reduce our asset coverage requirement. Following my remarks, Tanner will discuss the market environment, our continued progress repositioning the portfolio, and our fourth quarter investment activity. Greg will then review our financial results for the period. We'll then open the call to questions. Beginning with the fee structure, we are pleased to announce several changes to our fee structure, which we believe greatly enhances the alignment of interests between our manager and our shareholders. First, the base management fee has been permanently reduced and we have adopted a tier fee structure whereby management fees decreased as assets grow. The base management fee has been reduced from an annual rate of 2% of the company's gross assets to 1.5% of gross assets up to 1x debt-to-equity ratio, and reduced to 1% of gross assets in excess of 1x debt-to-equity. For purposes of calculating the base management fee, the definition of gross assets excludes cash and cash equivalents. Second, the calculation of the incentive fee on income has been revised to include a total return requirement with a rolling twelve quarter look-back beginning from April 1, 2018. The incentive fee rate and hurdle remain 20% and 7%, respectively. And there is no change to the catch up provision. The incentive calculation with the total return requirement will be put into effect on January 1, 2019. For the period between April 1, 2018 through December 31, 2018, the incentive fee rate will be waived to a flat 15%, subject to the 7% hurdle rate. I refer you to the 8-K that we filed this morning for the amended and restated investment…

Thanks, Howard. Beginning with the environment, middle market lending remains very competitive. Middle market loan issuance was slow during the quarter, while private credit fund raising remained robust. Slight demand imbalances continue to pressure deal structures and spreads. We believe the combination of our strong origination platform, broad product suite and deep sponsor relationships, allows us to see a wide array of opportunities. We believe that given our size relative to our funnel of investment opportunities, we can find attractive opportunities in today's competitive market. That said, we expect to only put capital to work if it makes sense for our shareholders in the long-term. We remain focused on credit selection, while patiently deploying capital. We continue to be pleased with our progress executing on our portfolio repositioning strategy. In this competitive environment, we are focused on opportunities to capitalize on Apollo's scale and areas of expertise and can also take advantage of our ability to co-invest with other funds and entities managed by Apollo. During the quarter, we deployed $243 million in 8 new portfolio companies and 9 existing companies. The weighted average yield of debt investments made was 9.7%, $114 million or approximately 47% of total deployment was in co-investment, of which $72 million was in an asset based transaction for Genesis Healthcare, the largest skilled nursing facility operator in the U.S. This investment is a great example of the benefits we are deriving from our ability to co-invest. The benefits of scale as AINV and MidCap combined underwrote the entire $555 million facility. It's worth mentioning that AINV's current exposure to Genesis is less than $50 million and given the company's revolver availability, we expect our exposure to remain near this level. Other notable co-investment transactions during the quarter included Crown Automotive, Partner Therapeutics and V Power…

Thank you, Tanner. Revenue for the quarter was $61.5 million, down 5% quarter-over-quarter due to lower recurring interest income and lower dividend income. Interest income declined primarily due to a lower average portfolio and the placement of our investment in spread on nonaccrual. Dividend income increased quarter-over-quarter, primarily due to a lower dividend from Merx and lower dividends from structured credit investments as we have reduced our exposure to this asset class. Prepayment income rose during the quarter consistent with the increase in repayment activity. Prepayment income was $3.5 million in the quarter compared to $2.8 million in the December quarter. Fee income declined slightly to $1.3 million in the quarter compared to $1.5 million in the December quarter. Expenses for the December quarter totaled -- for the March quarter totaled $29.5 million compared to $30.8 million in the December quarter. Expenses were down primarily due to lower management and incentive fees. The decline in management fees was due to the decrease in the portfolio -- side of the portfolio. The incentive fee for the quarter was 15% and the incentive fees for the quarter also included $1.8 million reversal of previously accrued incentive fees related to PIK income from our investments in Solarplicity and Sprint Industrial. Net investment income was $31.9 million or $0.15 per share for the quarter. This compares to $34 million or $0.16 per share for the December quarter. For the quarter, the net loss on the portfolio totaled a $11.3 million or approximately $0.05 per share compared to a net loss of $28 million or $0.13 per share for the December quarter. Given the increase in the oil -- price of oil, there was a $0.04 per share positive impact on our oil investments during the quarter, which was offset by a $0.04 loss per…

Thank you. [Operator Instructions] Our first question comes from the line of Jonathan Bock of Wells Fargo Securities.

Good morning, guys. Fin O'Shea in for Jonathan Bock this morning. Thanks for taking our question and appreciate your leadership on the leverage issue with the breakpoint there, and all the color you provided on that. Just for a little more on that matter, with the incremental the 1% breakpoint going after one-to-one, the thing we noticed today is that your leverage is net 55 debt-to-equity. So can you kind of walk us through the incremental assets from here to one-to-one, are they going to be similar to what we see today and then go lower risk or will it be full on lower spread assets?

I think -- the way we think about it, and obviously it depends on particular assets as they come through. But the way we think about it is that we expected to operate between 0.7, 0.75 prior to this leverage change, assets that are consistent with what we see before and we -- and we still expect that to be sort of the base of the business in terms of building where the earnings stream is from and then layering on top of that. The assets fits into the range that we talked about just now, meaning first lien assets between L 500 and L 700. So there is sort of two parts embedded in your question, and so if you go from 0.7 to 1.4 of leverage, that’s about between $900 million and $1 billion of assets, which is why we said we thought it took 18 to 24 months based on sort of the flow that we’ve seen consistently over the last few years and continue to see to build that out. So we expect to get back to 0.7, even though in the normal course without regard to that new origination, at anytime and the reason why I say it anytime is without Solarplicity paying off this, this past quarter we would have been very close to there, right? We’ve big positions paying off and we're not putting on as many big positions. And so, for example, if we were to exit Spotted Hawk our leverage would go down, we’d view that as positive, and it may take a little while to climb back to 0.7, but we expect to get there in the normal course. We will put on top of that in somewhat -- anyone's guess is as good as ours, but in somewhat linear fashion, that additional $900 million to $1 billion book.

Okay. I appreciate that color. And then, on the 2,043 notes you just commented on that you will no longer call in July, is that just a pause with all things under consideration or do you now view that structure makes sense on your balance sheet in light of the S&P and higher leverage?

No, it's just a pause at this point as we kind of look at our capital structure with the resources of financing going forward.

Okay. Thank you. And then just one more sort of market question. We are trying to understand here, CLOs as you know are experiencing cash pressure given the GAAP on a 3-month and 1-month LIBOR. On middle market direct lending assets, is the optionality to the issuer between the 3-month and 1-month is that typical on the structure?

Yes, it is and predominantly it's -- as those two entities work closer together, there was a bias for 3-month. We’ve seen a little bit gravitation to 1-month, but generally speaking they do have that flexibility.

Okay. Yes, and of course we would -- you would see less of an impact given much slower rates of leverage, but it was something that we're trying to come to grips with as LIBOR goes up and those benefits accrue to you. And that’s all for us this morning and thank you so much.

Thank you.

Our next question comes from the line of Kyle Joseph of Jefferies.

Good morning, guys. Thanks for taking my questions. Congratulations, Howard and Tanner.

Thanks.

I just want to -- in terms of the core investments you guys were making, just wondering about EBITDA and revenue growth trends you're seeing there and any sort of changes since we last talked?

No, I don’t think -- Kyle, I don't think that there's been a material change. You obviously have a dynamic in the credit book where some of your outperformers are the ones that are the highest propensity to get sold out to get refinanced out. We see it as still positive growth environment, but relatively muted as it relates -- and so that goes to earnings trend. In terms of specific leverage, our leverage was relatively flat owing to the fact that the deals we were doing were relatively higher leverage and also note I think it's something that we and our peers see as there's a greater proportion of sponsored deals are executing on roll up strategies and a lot of time those acquisitions are leveraging as well. But to answer the question more specifically, definitely positive, but muted in terms of the magnitude of that underlying earnings growth.

Got it. And then can you update us on your appetite for share repurchase, given -- the changes in leverage you addressed earlier?

I think we have the same appetite. We’ve done it consistently when we think it's the right value. The increase in leverage certainly doesn’t change that, because it creates more capital available on less equity. So I think we’ve the same appetite when it's a good investment from a return perspective for the shareholders versus making the additional loans we will continue to do it.

Great. Thanks very much for answering my questions.

Our next question comes from the line of Rick Shane of JP Morgan.

Hey, guys. Thanks for taking my questions this morning. Look, we are at an interesting inflection point. We are clearly late in the cycle, though the cycle can continue indefinitely in terms of good credit. We are seeing -- we have seen empirically and anecdotally heightened competition. We see that in terms of spread, we see that in terms of covenant. Now there is potentially an increase in supply of capital coming in as leverage limits are increased. I’m just curious both strategically and tactically how you think about this over the next 12 or 24 months? Presumably, credit is always been tight, so what are the next dials to turn?

Well -- so, something we talk about consistently and the change of BDC leverage, one, because it's lagging over time; and two, because it's only part of the capital formation in this competitive environment and it has been building everywhere, is figuring out how to differentiate without competing on credit or on pricing. And it has sort of become increasingly clear that size is the thing that does that. And so we have been very focused on having as much capital as possible available for the safest part of the capital structure in buyouts to be able to speak for as much as possible. And given MidCap's presence in that market and increasing capital available, we have been able to sort of create a product that’s not unique, but far more differentiated than the vast majority of the people we compete with and think that sort of that trend will continue. So that’s the first thing and as it continues to get competitive, you want to make sure that you have enough of the differentiation where you’re not chasing the market, you can offer something that allows you to get the best pick. The other is to be invested in origination and have as broad and as deep a set of origination team as possible. We have a lot of people in the sponsor space. And then outside of the sponsor space, we’ve probably as much origination resources across asset based lending and lender finance and life sciences and aviation and an opportunistic credit across all the Apollo -- even whole Apollo universe as anybody. And so, you certainly have to be more selective. You certainly have to be aware of that. You have to have some lines you to draw, but the best defense is to have something, product that most people don’t have.

Got it. Okay. And as we are in this rising rate environment, this question we’ve asked a couple of times, I’m curious if you are helping your borrowers help themselves by asking them to take swaps and hedge out some of the risk that they’re taking on the floating rate, liabilities that they’re incurring. Is that part of the strategy for you guys?

Well, you know, it was a convention in the sponsor market, when LIBOR was at 5-years and years ago to have people hedge or at least hedge half that exposure, that convention has not returned. And so, it's a challenge because if it returns for one person in the market, no one else does it then you’re not going to win your transactions. So, but it is an important thing to consider, so for example the underwriting is underwritten with a LIBOR curve [ph] and what they can cover not just sort of flat LIBOR, and the importance of them making sure that they have the cash flow available either through a hedge or their cash flow to pay their interest is part of the underwriting. And I think it's a great question. I think you will probably see in the market that starting to return over the next 12 to 24 months as rates continue to creep up.

Got it. And then, again, look I do want to acknowledge you guys breaking ground in terms of approaching your management fee structure at increased leverage, I think that's an important signal for the market. So thank you guys.

Thanks.

[Operator Instructions] Our next question comes from the line of Doug Mewhirter of SunTrust.

Hi. Good morning. Two questions. First, on the higher leverage and your origination strategy, it sound like the way you described that most of the incremental loans will be more directly originated mainly for the MidCap platform. And it sounds like there's some sort of pent-up demand, which explains why you’re fairly confident you can sort of lever up in a relatively quick manner in the grand scheme of things. I guess would you consider or that part of strategy to the extent that may be there would be some air pockets in the origination environment where you wouldn’t be able to ramp-up that you would add tradable credit to that pile, so first lien loans, that you would buy up a trading desk that you saw were right or are you going to stick to directly originating for this higher leverage bucket?

Yes, I think the plan is to lien into the direct origination platform that Howard has built at MidCap. I think what we said historically is that from time-to-time there are those names that may be are in that -- in another region of traded versus originated that still may compose a portion of our book. But as it relates to our intention going forward, it should be disproportionately from the MidCap portfolio, and again senior secured floating rate asset.

Let me just make one point. The sponsor origination that we have and have built over the last 2-year it's not just MidCap, it's Apollo sponsored origination. Their sponsor originations are both -- from both places. It's all coordinated through one team and we’ve gone to market by offering what AINV could historically offer and what MidCap can historically offer as well as other products to sponsors and that has been what we felt like, in addition to size has helped us get additional wallet share from sponsors. All that this does now is basically say, there is more of these loans that MidCap and its managed accounts and its third-parties have syndicated to, there's now a portion of that, that AINV can take a piece of. But it's already been part that flow and it's already sort of a coordinated institutionalized sponsor coverage effort, as Apollo. It just so happens that MidCap was the centerpiece of that, because it has the most capital and the most unique product.

Okay. That’s very helpful. Shifting gears a bit for my second and final question. The -- your energy investments, your -- it looks like with higher oil prices that is definitely a good thing for your energy investments, but now they’re sort of in a -- in sort of a gray area in terms of what management might want to do with the companies or what you might want management to do with the companies and I was trying to get on an idea where their heads are at in terms of -- oil prices are up, so let's go by some more properties and grow our way out of the problem versus take an attractive offer from a bigger oil and gas company and get it off our balance sheet. So it sounds like you would want to reduce your noncore assets as long as you get good prices, but I know that management generally likes -- the management of the companies would generally want to sort of grow themselves. I’m not quite sure where the balance is at this point in time?

Yes, sure. I would answer it this way. And you mentioned it has and continues to be our intention to reduce our exposure to noncore assets including oil and gas and that is a strategic priority for us. That said, we have -- every situation is unique and we are interested at -- we are not interested in moving those assets at fire sale prices. And as we’ve alluded -- as we alluded to in our prepared remarks, from time-to-time have put in money to support development activities within those companies and we will continue to do so. So to your specific question, I would say, yes, it is still our strategic priority to try to reduce. We are amenable and working closely with management teams to accomplish the -- to put ourselves in a position to best execute and derive value from the situation which includes from time-to-time continued support of those assets.

Okay. Thanks. That’s all my questions.

Our next question comes from Robert Dodd of Raymond James.

Hopefully you can hear me. The line seems noisy right now. But just focusing on -- almost following up to Rick's question, but less about the next 12 to 24 months and more about today. I mean, the new assets you’re talking about the potential new assets L+500 to 700, in today's market that seems like a -- to cover a wide landscape kind of assets. I mean, can you give us a bit more color on the kind of things we are looking at? Is L+5 is a noncyclical healthcare ABL or something like that and 700 is a stretch senior for decent size company, etcetera, but that does touch a lot of landscape there.

Right, agreed. So let me try to sort of narrow it a little bit. Even prior to this change, we’ve been focused on to the extent that the size and yield meet to do asset based lending and life sciences lending that yield -- what we’ve said at 10%, which is really sort of like L 750 with fees. And we will continue -- we expect to continue to do that the other thing that changed there is we potentially have a little higher hold sizes, because they’re -- our overall book is bigger, so we can be a little bit more concentrated there or we can have bigger loans with the same concentration. With regards to sort of the leverage loans, what we are referencing is basically first lien either senior or senior stretch loans between two sponsors, between L 500 and L 700. The L 500 deal I agree looks way different than the L 700 deal. The L 700 deal is few and far between. So I would focus more on deals that are between 4x and 5x leverage that are L 550 to L 600. I think that's sort of narrows it more and those are sponsor buyout deals or recaps for companies that are moving sort of slightly above leverage from the bank market, traditional non-bank sponsored finance loans that are first lien. Obviously, there are liens getting down in those markets that are L 450, deals getting done in those markets that are L 450 that those wouldn’t qualify. And so why did those deals get done at L 450 and other ones at L 550? Sometimes its speed of execution, sometimes it's size, sometimes it's more stable cash flow, sometimes its lower leverage. It's all of those things and obviously price follows credit. But you should think of it as pretty standard first lien sponsor lending, and not other things that are sort of outside of that.

Okay, got it.

So just to be clear, not to say that there can't be a loan that comes up every now and then, that fits those other categories, but the vast majority will be in that category.

Got it. Really helpful color. One of the other things which you mentioned the incremental borrowing could be secured bilateral and that rates lower than your cover and borrowing facilities. I mean, can you give us any more color on that, because obviously you’ve [indiscernible] cost effective revolver already, but I don’t know that traditional BDC type of revolvers have come down that much. So, I mean, is this a traditional revolver type structure, or is it more of a securitization structure or warehouse or something like that?

No, I mean, we are referencing not cheaper than our current revolver, but cheaper than unsecured debt.

Oh, okay. Got it. I understand. Okay. Okay. That’s so -- I just -- I missed it. Last question, if I can. I mean, one of the things, obviously is you can't go one-to-one until April on the BDC balance sheet. There are obviously ways around that of balance sheet warehouse facilities, [indiscernible] type structure, the BDC and then buying the assets. I mean, should we expect, for lack of a better term, you did that creative to manage -- because obviously the originations are happening at MidCap right now and they’ve been happening and you could potentially capture some of those and be ahead of the game, so to speak once the 1-year anniversary of the Board approval passes or is it just going to be kind of steady and no creative adjustments to how to capture that?

Yes, I mean, I don’t think we will do anything creative to fit with short-term problem of having too much origination that has long-term implications. There's not a whole lot of reason for that. I mean, obviously if we get -- if we’ve what .9 leverage in August that’s a good problem if we love all our loans and its granular and diverse. And we will deal with that when that happens, but we expect it to just sort of be -- everything we tried to do over the past two years, we are going to continued to try to do is to be sort of simple and vanilla [ph] and clear. And we will stay that way even at the expense of doing something sort of quick and creative that’s a short [indiscernible] a stock out.

Okay, got it. Thank you.

Our final question comes from the line of Jonathan Bock of Wells Fargo Securities.

Good morning. Thank you for taking my questions. We had -- Fin was kind enough to ask questions, because I’ve lost my voice. But I wanted to congratulate on the reduction, but then ask a follow-up. If you can understand me, and if not, I will do it over email. The question is, Howard, as you built out MidCap I would imagine you have a number of third-party funds that are -- have been in the works, SMAs, etcetera, because MidCap is -- which is certainly a large originator. The question is give us a sense of the funds that the L 550 loans will be shared with, and whether the available capacity on the BDC balance sheet is a third or a half in comparison to those other third-party funds that MidCap is now managing?

Well, it’s always changing, right, because we’re continuing to raise money. And then also sort of the allocation policy and the exemptive order take into account some of sort of priority. But I would say that it is for leverage lending itself, the BDC is probably about 15% to 20% of the capital available for those loans.

Okay. Okay, great.

And I would just add, Jon, from our perspective that flow as you can hear or the consistent being that the team has articulated this morning that’s what was there, so it just really -- it's just really a matter of turning on the larger faucet for the BDC to be able to buy those. So we feel we have plenty of capacity to increase ours without having a diminished impact [technical difficulty] on the overall, because we are going to still maintain a appropriate diversity and as Tanner mentioned in his notes and Howard as well, even in these syndications, we’re going to be consistent with our goal of 1% and 2% positions at most. So, the ability for -- on a several hundred million dollar underwriting for the BDC to take $30 million to $40 million, that’s totally appropriate and whatever the number -- the $25 million to $40 million, whatever the number may be, that number is clearly not going to drive the train, but we're bringing that capital to the overall front end, which is a critical aspect.

Got it. Thanks and congratulations and clearly understand. We appreciate the accretive math above one-to-one. So thank you very much.

And that was our final question. I would now like to turn the floor back over to management for any closing remarks.

Okay. Listen, thank you, operator. In behalf of the team, we thank you for your time today and your continued support. Please feel free to reach out to Greg, Elizabeth and the entire team and we look forward to talking to you in the future on various questions. Have a great day.

Thank you, ladies and gentlemen. This does conclude today's conference call. You may now disconnect and have a wonderful day.