13D·WATCH Activist + Insider Intelligence Live feed Blog About Pilot
SCHEDULE Filed 2025-09-02 Event 2025-09-02 SEC 0000950170-25-112541 →

Morse Robert Randolph Bridge Investment Group Holdings Inc.

Stake: Shares: CUSIP: 10806B100 Class: Class A Common Stock

Item 4 — Purpose of Transaction

Consummation of the Mergers On September 2, 2025, the Issuer, Apollo Global Management, Inc., a Delaware corporation ("Parent"), Bridge Investment Group Holdings LLC, a Delaware limited liability company and subsidiary of the Issuer ("OpCo"), Aspen PubCo Merger Sub 1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub Inc.") and Aspen Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub LLC" and, together with Merger Sub Inc., the "Merger Subs"), completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated February 23, 2025 (the "Merger Agreement"), by and among the Issuer, Parent, OpCo, the Merger Subs, and, solely for purposes of Section 6.16 thereof, Adam O'Farrell as the OpCo Representative. Upon the consummation of the transactions contemplated by the Merger Agreement (the "Closing"), Merger Sub Inc. merged with and into the Issuer (the "Corporate Merger"), with the Issuer surviving such merger as the surviving corporation and a wholly owned subsidiary of Parent (the "Surviving Corporation") and Merger Sub LLC merged with and into OpCo with OpCo surviving such merger as the surviving limited liability company and a wholly owned subsidiary of Parent (the "LLC Merger" and, together with the Corporate Merger, the "Mergers"). Each capitalized term used herein but not otherwise defined has the meaning given to it in the Merger Agreement. The Corporate Merger became effective at the time the Certificate of Merger was filed with the Delaware Secretary of State on September 2, 2025 (the "Effective Time") and the LLC Merger became effective at the time the OpCo Certificate of Merger was filed with the Delaware Secretary of State on September 2, 2025 (the "LLC Merger Effective Time"). On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any shares of Common Stock (as defined below) that were owned directly by Parent, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Issuer) was cancelled and extinguished and automatically converted into the right to receive from Parent a number of validly issued, fully paid and nonassessable shares of Parent common stock equal to 0.07081 (the "Class A Exchange Ratio") and cash in lieu of fractional shares of Parent common stock, if any, in each case, in accordance with the procedures set forth in the Merger Agreement and without interest (the "Class A Corporate Merger Consideration"), payable to the holder thereof, without interest, in accordance with the terms of the Merger Agreement, (ii) each share of Class B common stock, $0.01 par value per share, of the Issuer (the "Class B Common Stock," and together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the Effective Time was, by virtue of the Corporate Merger, and without any action on the part of the holder thereof (but excluding any shares of Common Stock that were owned directly by Parent, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Issuer), cancelled and extinguished and automatically converted into the right to receive from Parent a number of validly issued, fully paid and nonassessable shares of Parent common stock equal to 0.00006 (subject to such adjustments as may be required to ensure that the value of the Class B Corporate Merger Consideration received at the Effective Time in respect of one share of Class B Common Stock does not exceed $0.01, the "Class B Exchange Ratio"), and cash in lieu of fractional shares of Parent common stock, if any, in each case, in accordance with the procedures set forth in the Merger Agreement and without interest (the "Class B Corporate Merger Consideration," and together with the Class A Corporate Merger Consideration, the "Corporate Merger Consideration"), payable to the holder thereof, without interest, in accordance with the terms of the Merger Agreement, and (iii) each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time was converted into and became one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. On the terms and subject to the conditions set forth in the Merger Agreement, at the LLC Merger Effective Time, (i) each OpCo Class A Common Unit issued and outstanding immediately prior to the LLC Merger Effective Time (but excluding any OpCo Units that were owned directly by Parent, Merger Sub LLC or any of their subsidiaries, OpCo Units that were held in treasury of OpCo immediately prior to the LLC Merger Effective Time, OpCo Class A Common Unit

Cross-References

Insider Activity (last 365d)
0 transactions
0 buys · 0 sales · 0 awards/exercises
Issuer Cluster
6 13D/G filings on this issuer
5 other filings besides this one
Filer Track Record
4 filings by this filer
3 other filings in the data moat
Short Interest
Not in latest FINRA snapshot

Other 13D/G Filings on Bridge Investment Group Holdings Inc.

FiledFormFilerStakeShares
2025-02-25 SCHEDULE Morse Robert Randolph 47.90% 38,244,047 view →
2025-01-03 SCHEDULE Morse Robert Randolph 48.40% 38,381,195 view →
2024-01-05 SC Bridge Investment Group Holdings Inc. view →
2023-07-05 SC Bridge Investment Group Holdings Inc. view →
2022-01-07 SC Morse Robert Randolph view →

Other Filings by Morse Robert Randolph

FiledFormIssuerStakeShares
2025-02-25 SCHEDULE Bridge Investment Group Holdings Inc. 47.90% 38,244,047 view →
2025-01-03 SCHEDULE Bridge Investment Group Holdings Inc. 48.40% 38,381,195 view →
2022-01-07 SC Bridge Investment Group Holdings Inc. view →

Want this depth on every filing the moment it hits SEC EDGAR?

Full feed access · API · daily intelligence brief · custom alerts. $1,500/mo. Pilots welcome.

Request a pilot →