The information in this preliminary prospectus supplement is not complete and may be
changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(5)
Registration No.
333-224695
Subject to completion, dated May 8, 2019
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 4,
2018)
15,000,000 SHARES
COMMON STOCK
Apollo
Commercial Real Estate Finance, Inc. is a real estate investment trust that primarily originates, acquires, invests in and manages performing commercial first mortgage loans, subordinate financings and other commercial real estate-related debt
investments. We are externally managed and advised by ACREFI Management, LLC, or our Manager, a Delaware limited liability company and an indirect subsidiary of Apollo Global Management, LLC, which, together with its subsidiaries, we refer to as
Apollo.
We are offering 15,000,000 shares of our common stock, $0.01 par value per share, to be sold in this offering. All of the shares
of our common stock offered pursuant to this prospectus supplement and the accompanying prospectus are being sold by us. Our common stock is listed on the New York Stock Exchange under the symbol ARI. The last reported sale price of our
common stock on the New York Stock Exchange, or NYSE, on May 7, 2019 was $19.05 per share.
The underwriters have agreed to purchase
our common stock from us at a price of $ per share, which will result in approximately $ million of net proceeds to us after deducting offering expenses
payable by us. The underwriters propose to offer the shares of common stock from time to time for sale in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. See Underwriting.
We were organized in 2009 and have elected to be taxed as a real estate investment
trust, or REIT, for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 2009. To assist us in qualifying as a REIT, among other purposes, stockholders are generally restricted, subject to certain exceptions,
from owning more than 9.8% by value or number of shares, whichever is more restrictive, of the outstanding shares of our common or our capital stock. In addition, our charter contains various other restrictions on the ownership and transfer of our
stock. See Restrictions on Ownership and Transfer in the accompanying prospectus.
We have granted the underwriters the right
to purchase up to 2,250,000 additional shares of our common stock from us at the public offering price, less the underwriting discount, within 30 days after the date of this prospectus supplement.
Investing in our common stock involves risks. See
Risk Factors
beginning on
page S-6
of this prospectus supplement and page 3 of the accompanying prospectus, and the risks set forth under the caption Item 1A. Risk Factors included in our Annual Report on Form
10-K
for the year ended December 31, 2018 and in our other filings under the Securities Exchange Act of 1934, as amended.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The shares of common stock sold in this offering will be ready for delivery on or about May , 2019.
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J.P. Morgan
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Morgan Stanley
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Citigroup
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Deutsche Bank Securities
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Goldman Sachs & Co. LLC
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The date of this prospectus supplement is May , 2019.