taking into account Apollo's capital needs as well as actual and potential earnings and borrowings. Distribution to Our Managing Partners Prior to the Private Offering Transactions On April 20, 2007, AMH, one of the entities in the Apollo Operating Group, entered into a credit facility, or the "AMH credit facility," under whic

lect the disproportionate income allocation to our managing partners and contributing partners with respect to "built-in gain" assets at the time of the Private Offering Transactions. There may be circumstances under which we are restricted from paying distributions under applicable law or regulation (for example. due to Delaware

contributing partners. representing all of the undistributed earnings generated by the businesses contributed to the Apollo Operating Group prior to the Private Offering Transactions. For this purpose. income attributable to carried interest on private equity funds related to either carry-generating transactions that closed prior

Shareholders Agreement" in our 2015 Annual Report, which is incorporated by reference in this prospectus. Roll-Up Agreements Upon consummation of the Private Offering Transactions, we entered into roll-up agreements with the Contributing Partners and Holdings. See "Certain Relationships and Related Party Transactions—Roll-Up