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CORRESP
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CORRESP

 Simpson Thacher & Bartlett LLP

900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:
+1-202-636-5500

FACSIMILE:
+1-202-636-5502

 Direct Dial Number

 (202) 636-5863

 E-mail Address

david.blass@stblaw.com

 October 26, 2021

 Via
EDGAR

 Raymond A. Be, Esq., Attorney-Adviser

 Securities
and Exchange Commission

 Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

Re:      Apollo Debt Solutions BDC

Registration Statement on Form N-2

File No.: 333-258155

Dear Mr. Be:

 I am writing on behalf of
Apollo Debt Solutions BDC (the “Fund”), which intends to elect to become a business development company (“BDC”), to provide the following responses to comments issued by the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) telephonically on August 23, 2021 and September 17, 2021, relating to the above-referenced registration statement for common shares of the Fund (the
“Registration Statement”), filed publicly with the Commission on July 23, 2021. The Fund previously submitted first and second amended registration statements to the Commission on March 25, 2021 and June 17, 2021 for
confidential non-public review pursuant to the Jumpstart Our Business Startups Act of 2012.

 For
convenience of reference, the Staff’s comments have been reproduced herein. Please note that all page numbers in our responses are references to the page numbers of the Registration Statement. All capitalized terms used but not defined in this
letter have the meanings given to them in the amended Registration Statement.

 Prospectus – Investment Objective and Strategies – Warehousing
Transaction

 1. Please provide an analysis of whether the Warehousing Transaction – whereby (i) the Fund has entered into a Facility
Agreement with the Financing Provider that obligates the Fund or an affiliate of the Fund to make certain purchases from the Financing Provider, and (ii) the affiliate of the Fund in turn has entered into a guaranty agreement with the Financing
Provider – constitutes a “joint enterprise or other joint arrangement” within the meaning of Rule 17d-1 under the Investment Company Act of 1940, as amended (the “1940 Act”).

 NEW YORK

BEIJING

HONG KONG

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

TOKYO

Raymond A. Be, Esq.

October 26, 2021

 Response:

A. Summary Response.

 We
are of the continued and strong view that the Warehousing Transaction does not constitute a “joint enterprise or other joint arrangement” within the meaning of Rule 17d-1 under the 1940 Act. We
provide a detailed analysis in the sections that follow, and wish to bring the following relevant points to your attention:

•

 The Financing Provider is Goldman Sachs Bank USA, which is not affiliated with the Fund.

•

 The Warehouse Facility is important and highly beneficial to the Fund and its ultimate investors. This is because
the Warehouse Facility allows the Fund, in a cost-effective manner, to hold a basket of Portfolio Investments (the “Portfolio Investments”) at the time of its initial public offering (“IPO”), and avoid being viewed
as a “blind pool” by IPO investors. Further, it is a one-way guaranty with no recourse to the Fund.

•

 The Fund’s Adviser derives no financial benefit from the Warehouse Facility, other than enhancing its
ability to successfully launch the Fund. To ensure the Financing Provider’s services, the Adviser has agreed to “guarantee” the acquisition of the Portfolio Investments in the Warehouse Facility if the Fund does not raise sufficient
funds to acquire them.

•

 The guaranty is a one-sided commitment from the Adviser to the Financing
Provider for the benefit of the Fund. The guaranty avoids the Financing Provider (or any other party, including the Adviser) having any recourse to the Fund if the Fund determines not to acquire the Portfolio Investments. The guaranty is unsecured
with respect to the Fund and the Adviser has no recourse whatsoever to the Fund. At most, the guaranty could be analogized to an unsecured loan by the Adviser to the Fund, which is permitted under the 1940 Act. But it is not a loan, because the Fund
is not required to repay any amounts to, or otherwise compensate, the Adviser with respect to the guaranty.

•

 More fundamentally, the guaranty is better viewed as a form of investment allocation – the Fund has first
rights to the Portfolio Investments held in the Warehouse Facility. If the Fund does not wish to acquire them (which would only occur if it does not raise sufficient funds to do so), the Portfolio Investments will become available to other private
funds managed by the Adviser or its affiliates. The Fund incurs no expense if the Fund does not acquire the Portfolio Investments.

 2

•

 We understand that the Staff may have concerns that the guaranty may create conflicts of interest between itself
and the BDC. In an attempt to assuage the Staff’s potential concerns, we note that neither the Adviser nor any affiliate of the adviser (other than private funds) will be the ultimate holder of the Portfolio Investments. The Adviser will make
the Portfolio Investments available to other private funds managed by the Adviser or its affiliates, if the Fund does not acquire the Portfolio Investments. We do not believe there is any realistic conflict of interest remaining – the BDC and
its shareholder will always have first rights to the Investments held in the Warehouse Facility, subject only to its available capital. Even theoretical conflicts are not present. The Adviser has no incentive to dampen the BDC’s capital raise
to allow affiliated private funds to purchase a greater amount of Portfolio Investments. Indeed, the Adviser would be harmed to the extent the BDC does not have a successful capital raise, and the more funds raised by the BDC provides a significant
fallout benefit to the Adviser.

 For these reasons, and others discussed below, we do not believe the Warehousing
Transaction is a “joint enterprise or other joint arrangement” within the meaning of Rule 17d-1 under the 1940 Act. We discuss the purpose of the Warehouse Facility, and other salient points, in
greater detail below.

 B. Purpose of Warehouse Facility

The Warehouse Facility is a third-party financing arrangement that allows the Fund to establish a “seed portfolio” prior to its
launch and election to be regulated as a BDC under the 1940 Act. To establish the Warehouse Facility, the Fund entered into a warehouse facility agreement (“Facility Agreement”) with Goldman Sachs Bank USA, the Financing Provider.
As of the date of this letter, the seed portfolio in the Warehouse Facility consists of 21 Portfolio Investments, at a cost basis of $345.6 million, that have been selected by the Fund and purchased by the Financing Provider on the Fund’s
behalf.

 Without the benefit of the Warehouse Facility, the Fund would have been unable to purchase and hold investments in advance of its
launch and initial public offering, and would appear to investors as a “blind pool.” In the experience of the Fund’s Adviser, obtaining a seed portfolio prior to launch, rather than launching with a “blind pool,” provides
indispensable benefits to a prospective BDC and its prospective shareholders:

•

 First and most critically, the seed portfolio helps the Fund qualify to meet the asset diversification
requirements of the U.S. Internal Revenue Code of 1986, allowing the Fund to be taxed on a “pass through” basis as a “Regulated Investment Company,” or “RIC,” rather than as a corporation – one of the primary
benefits of the investment company structure and one obtained by virtually all BDCs and registered investment companies.

•

 Second, the seed portfolio allows investors to ascertain the Fund’s investment strategies and style with
specificity, and allows brokerages to market the Fund as a product with a defined and predictable strategy, which the Adviser views as essential for a successful launch. Indeed, the Fund has learned during its conversations with prospective
wirehouses and brokers that a seed portfolio is often considered a requirement of a successful launch.

 3

Raymond A. Be, Esq.

October 26, 2021

 C. The Role of the Financing Provider.

The Financing Provider, Goldman Sachs Bank USA, is neither an affiliate of the Fund nor an affiliate of the Adviser. As such, its role is that
of an unaffiliated third party that purchases and holds the seed portfolio assets at the request and on behalf of the Fund. The Financing Provider has the ability to approve or reject any request by the Fund to acquire any particular investment to
be held within the Warehouse Facility, in its sole and absolute discretion.

 The Facility Agreement allows the Fund to acquire a seed
portfolio of investments at advantageous prices and times in advance of the Fund’s official launch. In exchange for this valuable service, and as described in the Prospectus, the Financing Provider is compensated by way of (i) a facility
fee at an annual rate of LIBOR plus 1.77% multiplied by the cash amount paid by the Financing Provider for the investment (subject to certain adjustments), (ii) an unused fee at an annual rate of 0.50% of the unused Financing Amount minus the
greater of the Minimum Utilization Amount and the Funded Amount, and (iii) a minimum utilization fee at an annual rate of 1.77% of either 50% or 75% of the Financing Amount at such time, depending on the date (collectively, “Financing
Fees”). As applicable, such fees begin accruing when the respective Portfolio Investments are first acquired and held by the Financing Provider, but do not become payable by the Fund until, and only if, the Fund acquires the Portfolio
Investments from the Financing Provider.

 Before the Fund receives subscriptions for its shares of at least $600 million (the
“Capital Condition”), the Fund may, but has no obligation to, purchase the Portfolio Investments from the Warehouse Facility. Therefore, when the Fund breaks its escrow amount of $100 million (excluding any shares purchased by
its Adviser, affiliates, Trustees, and officers, but including any shares purchased in any private placements), it may begin purchasing Portfolio Investments from the Warehouse Facility to ensure that it obtains the benefits described above and that
Financing Fees no longer accrue on such portion of the Portfolio Investments. When the Fund purchases Portfolio Investments, it will purchase a pro rata share of each investment in the Warehouse Facility, to ensure there is no
“cherry-picking” risk on behalf of the Adviser. The purchase price for the Portfolio Investments will be cost plus the Financing Fee in relation to those Portfolio Investments. Once the Capital Condition is met, the Fund (or, if not the
Fund, the Guarantor) is obligated to purchase any Portfolio Investments remaining in the Warehouse Facility.

 The current Warehouse
Facility end date is February 22, 2022. Prior to such date, the Guarantor cannot purchase any Portfolio Investments from the Warehouse Facility. If the Capital Condition is not met by such date, and the Fund has not purchased all of the
Portfolio Investments (or the Capital Condition is met and the Fund defaults on its obligation), the Guarantor – the Adviser or an affiliate of the Adviser – will become obligated to purchase the remaining Portfolio Investments at the same
purchase price that the Fund would have paid (cost plus the Financing Fee in relation to the Portfolio Investments so acquired). Accordingly, the Warehouse Facility has no recourse to the Fund. The Adviser has informed us that private funds managed
by the Adviser or its affiliate will be the parties that acquire the Portfolio Investments if the Fund does not do so.

 4

Raymond A. Be, Esq.

October 26, 2021

 To reiterate for clarity, the Financing Provider does not receive any Financing Fees until
such time as the Portfolio Investments are purchased from the Warehouse Facility. When Portfolio Investments are purchased, the Financing Provider will only receive Financing Fees in relation to such Portfolio Investments from the party that
acquires them. Accordingly, the Fund has no obligation whatsoever to pay any portion of any Financing Fee, except to compensate the Financing Provider for Portfolio Investments the Fund actually acquires.

D. The Adviser’s Interest in the Warehouse Facility is Solely Related to the Success of the Fund’s Launch.

The Adviser has an interest in successfully launching a BDC. This interest has two components. First, like all sponsors in the asset management
industry, the Adviser has a financial interest in eventually and potentially earning fees for managing the assets of the BDC. This is a pillar of the investment company industry, and one enshrined in Rule
17d-1 under the 1940 Act, which explicitly excludes advisory contracts from the list of arrangements constituting prohibited “joint transactions” requiring application to the Staff for an exemptive
order.

 Second, the Adviser has an indirect interest in the reputational gains or harms that may result from the successful or failed
launch of a major retail investment product. For this reason, the Guarantor has agreed to guarantee payment to the Financing Provider, and to acquire the Portfolio Investments from the Financing Provider itself in the event that the Fund does not.
This guaranty serves two important purposes that benefit the Fund and its prospective retail shareholders.

•

 First, it allows the Fund the opportunity to obtain the seed portfolio in the first place. Without the guaranty
of a credit-worthy firm, the Financing Provider would not be willing to sponsor the Warehouse Facility and the Fund would be unable to acquire the seed portfolio and the crucial benefits that come with it.

•

 Second, even if the Fund were to obtain a financing agreement from another provider – one willing to accept
the counterparty risk that comes with what is essentially an unsecured loan to an unaffiliated blind pool fund – the Financing Fees would be prohibitively high, to compensate the provider for taking on the counterparty risk.

 E. The Adviser and its Affiliates Receive No Compensation from the Warehouse Facility or the Financing Provider.

 The Adviser receives no compensation from the Fund or from the Financing Provider in connection with this Warehouse Facility. There
are no financial conditions, covenants, promises, or understandings resulting in the Adviser or the Guarantor receiving any financial benefit whatsoever in connection with the Financing Agreement. Indeed, the Financing Agreement could (and likely
should) be viewed as a financial risk undertaken by the Guarantor by guaranteeing the Fund without any direct financial benefit, and, conversely, as a windfall agreement for the Fund and its prospective retail shareholders.

 5

Raymond A. Be, Esq.

October 26, 2021

 F. The Adviser is Precluded from Disadvantaging the Fund by Influencing the Seed Portfolio
Composition.

 Since the portions of the seed portfolio to be purchased by the Fund are pro rata, there is no opportunity for the
Adviser or any other affiliate to select assets in the portfolio to be purchased or not purchased by the Fund or Guarantor. As such, there is no opportunity for the Adviser or any other Apollo affiliate to overreach the Fund by affecting the
composition of the seed portfolio.

 G. The Fund and the Guarantor are Never Jointly Required to Purchase Portfolio Investments.

 As described above, the terms of the Facility Agreement create a forward obligation for either the Fund or the Guarantor to
purchase the Portfolio Investments from the Financing Provider, but the Facility Agreement never obligates both the Fund and the Guarantor. In other words, there is no universe in which both the Fund and Guarantor may purchase Portfolio
Investments from the Warehouse Facility at the same time. The Warehouse Facility has been deliberately st