Athene Holding Ltd. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on December 31, 2021, and January 1, 2022. The primary event is the completion of merger transactions on January 1, 2022 (the "Merger Effective Date"), pursuant to which Athene Holding Ltd. ("AHL") and Apollo Asset Management, Inc. ("AAM") became direct subsidiaries of Apollo Global Management, Inc. ("AGM").
Key Financial Metrics and Transactions
- Dividend Declaration: On December 31, 2021, the Board declared a cash dividend of $750 million payable to holders of Class A Common Shares. The record and payment dates are set to follow the completion of the Mergers.
- Warrant Exchange: Outstanding warrants for Class A Common Shares were amended to be automatically exchanged for approximately 7.75 million shares of AGM common stock, valued using the Black-Scholes Option Pricing Model.
- Reinsurance Restructuring: A restructuring of Athene Co-Invest Reinsurance Affiliate 1A Ltd. ("ACRA 1A") was completed, creating a new holding company ("ACRA HoldCo"). Athene Life Re Ltd. retains 36.55% of economic interests and 100% of voting interests, while Apollo/Athene Dedicated Investment Program funds hold the remaining 63.45%.
- Business Retrocession: Effective January 1, 2022, a quota share of certain retail annuity business will be retroceded to a subsidiary of ACRA 1A.
Material Changes Versus Prior Period
- Change in Control: AHL is no longer an independent public company but is now a direct subsidiary of AGM.
- Corporate Governance: The Company adopted the Fourteenth Amended and Restated Bye-laws, eliminating the 9.9% voting cutback and tax restrictions applicable to non-Apollo Group equity holders. A new Code of Business Conduct and Ethics was also adopted.
- Accounting Firm Change: PricewaterhouseCoopers LLP ("PwC") was dismissed as the independent registered public accounting firm for the fiscal year ending December 31, 2022. Deloitte & Touche LLP ("Deloitte") was appointed to replace PwC, aligning with AGM's auditor. PwC will complete the audit for the fiscal year ended December 31, 2021.
Guidance, Outlook, and Risks
This filing does not contain forward-looking financial guidance, revenue projections, or margin outlooks. The document focuses on the structural completion of the merger and related corporate actions. Risks and contingencies are primarily related to the integration of the merger, the execution of the reinsurance restructuring, and the transition of the independent auditor. The filing notes that the reports of PwC for 2019 and 2020 contained no adverse opinions, disclaimers, or disagreements regarding accounting principles.
Investor Verification Checklist
- Verify the exact record date and payment date for the $750 million dividend following the merger closing.
- Confirm the final number of AGM shares issued in exchange for the outstanding warrants (currently estimated at 7.75 million).
- Review the full text of the Fourteenth Amended and Restated Bye-laws (Exhibit 3.2) for specific changes to shareholder voting procedures.
- Monitor the transition of audit responsibilities from PwC to Deloitte for the 2022 fiscal year.
- Check the upcoming Form 10-K for the full text of the Amended and Restated Master Framework Agreement and Shareholders Agreement regarding the ACRA restructuring.