Apollo IG Core Replacement, L.P. 8-K

What Happened

• Apollo IG Core Replacement, L.P. announced on July 1, 2026 that it issued unregistered limited partnership interests for approximately $500.0 million in cash as part of its continuous private offering. The sale was exempt from registration under Section 4(a)(2) of the Securities Act (including Regulation D and/or Regulation S).
• On June 30, 2026, the fund entered into a Second Amended and Restated Agreement of Limited Partnership that adds two aggregator entities to the fund structure and restates the prior agreement dated August 1, 2025.
• The investment manager determined the fund’s net asset value (NAV) as of May 31, 2026 to be $1,836.8 million (reported July 1, 2026).

Key Details

• Issuance date and amount: approximately $500.0 million in unregistered limited partnership interests (issued July 1, 2026).
• Partnership Agreement: Second Amended and Restated Agreement dated June 30, 2026 adds two aggregator entities and fully restates the August 1, 2025 agreement.
• NAV reported: $1,836.8 million as of May 31, 2026 (determined and disclosed July 1, 2026).
• Regulatory treatment: interests sold in a continuous private offering exempt from registration under Section 4(a)(2) and applicable Regulation D and/or Regulation S provisions.

Why It Matters

• The $500M capital raise increases the fund’s invested capital and may affect available capital for investments, redemptions or fee bases. The updated partnership agreement changes the fund’s structure by adding aggregator entities, which could affect how investments and allocations are organized (document filed as Exhibit 3.1).
• The disclosed NAV of $1,836.8M gives investors a recent snapshot of the fund’s size and valuation (NAV statement filed as Exhibit 99.1). Both the capital raise and the amended partnership agreement are material operational developments investors should note.