Athene Holding Ltd. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Athene Holding Ltd. on December 2, 2021, regarding events occurring on November 30, 2021. The filing pertains to the proposed merger between Athene and Apollo Global Management, Inc. ("Apollo"), to be consummated under the Agreement and Plan of Merger dated March 8, 2021. The transaction involves the creation of a new holding company, Tango Holdings, Inc. ("HoldCo").
Key Financial Metrics
The filing does not provide specific historical revenue, profit, cash flow, or debt figures for Athene. Instead, it references the supplemental provision of unaudited pro forma condensed combined financial data for HoldCo as Exhibit 99.1. This data includes:
- Pro forma statements of operations for the nine months ended September 30, 2021, and the year ended December 31, 2020.
- Pro forma statement of financial condition as of September 30, 2021.
- Non-GAAP adjusted operating earnings reconciliations for the same periods.
These pro forma figures combine the historical results of Apollo and Athene, adjusted for the merger and related corporate governance updates.
Material Changes and Transaction Updates
On November 30, 2021, Athene provided consent to Apollo regarding two specific items under the Merger Agreement:
- Apollo's authorization and issuance of Restricted Stock Units (RSUs) to Apollo's Co-Presidents.
- Apollo's agreement to the issuance of HoldCo common shares following the merger consummation, in connection with a potential future acquisition.
The definitive joint proxy statement/prospectus regarding the transaction was mailed to stockholders on November 5, 2021.
Outlook, Risks, and Management Commentary
The filing emphasizes that the proposed transaction is subject to approval by the stockholders of Apollo and the shareholders of Athene. Management urges investors to read the definitive joint proxy statement/prospectus and other SEC filings carefully before making any voting or investment decisions. The document explicitly states it is for informational purposes only and does not constitute an offer to buy or sell securities.
Key Facts for Investor Verification
- Review Exhibit 99.1 for the unaudited pro forma financial data of the combined entity (HoldCo).
- Verify the terms of the RSU issuance to Apollo Co-Presidents and the potential issuance of HoldCo shares for future acquisitions.
- Consult the definitive joint proxy statement/prospectus for detailed transaction terms, risks, and voting procedures.
- Confirm the status of stockholder approvals required for the merger to close.