Bridge Investment Group Announces Merger Agreement with Apollo Global Management

Bridge Investment Group Holdings Inc. (NYSE: BRDG) announced on February 23, 2025 that it has entered into an Agreement and Plan of Merger with Apollo Global Management, Inc. and related parties. The agreement, executed by Bridge Investment Group Holdings Inc., its subsidiary Bridge Investment Group Holdings LLC, and Apollo Global Management’s affiliated merger subsidiaries, outlines a two-pronged transaction structure consisting of a “Corporate Merger” and an “LLC Merger.”

Under the Corporate Merger, Apollo’s subsidiary, Aspen PubCo Merger Sub I, Inc., will merge with and into Bridge Investment Group Holdings Inc. with Bridge surviving as a wholly owned subsidiary of Apollo. As part of the conversion, each share of Bridge’s exposed Class A common stock will be cancelled and automatically converted into a combination of Apollo common stock and cash based on a pre-determined conversion ratio. Similarly, each share of Bridge Class B common stock will be converted into Apollo common stock or, in the case of fractional shares, cash in lieu thereof.

In addition, the LLC Merger involves the merger of Apollo’s Aspen Second Merger Sub, LLC with Bridge’s operational subsidiary (OpCo). During this process, existing OpCo units will be transformed—Class A Common Units, for example, will be converted into Apollo common stock at the established exchange ratio, while Class B Common Units will be retired upon conversion.

The transaction further includes provisions addressing the treatment of unvested stock awards and restricted units, whereby outstanding awards will convert into equivalent awards involving Apollo’s common stock. Bridge’s board of directors, acting on the unanimous recommendation of a special committee comprised solely of independent directors, endorsed the terms of the agreement and recommended that shareholders approve the merger transaction. The Company’s management also approved the merger as the manager of its operational subsidiary.

Notably, the Merger Agreement sets forth customary representations, warranties, covenants, and conditions—including obtaining stockholder approval, regulatory approvals, and the satisfaction of other closing conditions. The agreement outlines various circumstances under which either party may terminate the transaction, including an adverse recommendation change or failure to achieve the necessary shareholder vote before the stipulated deadline. A termination fee of $45 million, payable by Bridge in specific termination scenarios, is also included in the agreement.

Additionally, the filing disclosed that, concurrently with the Merger Agreement, several significant stockholders entered into voting agreements committing their shares to support the transaction. These arrangements, along with the related key individual agreements involving employment, restrictive covenants, and lock-up arrangements, are designed to support the swift and orderly execution of the merger.

A joint press release issued on February 24, 2025, provided further details on the merger and will serve as the basis for subsequent investor communications. As stated in the filing, the full text of the Merger Agreement and related exhibits are available as part of the SEC filing and provide additional insights into the terms and conditions of the transaction.

Investors are reminded that forward-looking statements are contained in the filing, and actual results may differ due to a variety of risks and uncertainties detailed in the company’s SEC filings.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Bridge Investment Group’s 8K filing here.

Bridge Investment Group Company Profile

Bridge Investment Group Holdings Inc engages in the real estate investment management business in the United States. It manages capital on behalf of approximately hundred global institutions and 6,500 individual investors across approximately 25 investment vehicles. The company was founded in 2009 and is headquartered in Salt Lake City, Utah.