Athene Holding Ltd. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated March 8, 2021, discloses that Athene Holding Ltd. (Athene) has entered into a definitive Agreement and Plan of Merger with Apollo Global Management, Inc. (AGM). The transaction is structured as an all-stock merger to combine the two businesses under a new holding company, HoldCo, which will be renamed Apollo Global Management, Inc. upon closing.
Key Financial Metrics and Transaction Terms
The filing details the financial structure of the proposed merger rather than Athene's standalone operating results for a specific period.
- Merger Consideration: Each outstanding Athene Class A common share will be converted into the right to receive 1.149 shares of HoldCo Class A common stock.
- Preferred Shares: Outstanding Athene preferred shares (Series A, B, C, and D) will automatically convert into equivalent preferred shares of the surviving company.
- Ownership Structure: Upon closing, current AGM stockholders will own approximately 76% of HoldCo on a fully diluted basis, while Athene shareholders will own approximately 24%.
- Termination Fee: If the AGM Board changes its recommendation and the merger is terminated due to a failure to obtain AGM stockholder approval, AGM will pay Athene a termination fee of $81.9 million in cash.
- Equity Awards: Athene equity awards will generally convert into HoldCo equity awards, adjusted for the exchange ratio.
Note: This filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for Athene. Investors should refer to Athene's most recent Form 10-K for these metrics.
Material Changes and Governance
The primary material change is the entry into the Merger Agreement, subject to customary conditions including shareholder approval and regulatory clearance.
- Board Composition: The post-merger HoldCo Board will consist of no more than 18 directors, including the current AGM directors and four directors from Athene (three of whom must be independent).
- Voting Agreements: Athene has entered into a voting agreement with AGM founders (Leon Black, Joshua Harris, and Marc Rowan) covering approximately 58% of AGM's aggregate voting power to support the transaction.
- Timeline: The agreement includes an "Outside Date" of June 30, 2022, which may be automatically extended to September 30, 2022, if regulatory conditions remain the only unmet closing conditions.
Outlook, Risks, and Contingencies
The transaction is contingent upon several key factors:
- Shareholder Approval: Affirmative votes from a majority of voting power present at meetings for both Athene and AGM.
- Regulatory Approvals: Receipt of necessary domestic and foreign regulatory approvals and the absence of governmental restraints.
- SEC Filings: Effectiveness of the Form S-4 registration statement.
- Tax Opinions: Receipt of opinions confirming the tax-free nature of the mergers.
Risks: The filing includes a safe harbor for forward-looking statements, noting risks such as failure to obtain approvals, unanticipated integration difficulties, disruptions to business operations, and changes in the regulatory environment. The filing explicitly states that representations and warranties in the Merger Agreement are for risk allocation and should not be relied upon as factual characterizations.
Key Facts for Investor Verification
- Verify the exchange ratio of 1.149 HoldCo shares for each Athene share and the resulting 24% ownership stake for Athene shareholders.
- Confirm the status of the $81.9 million termination fee payable by AGM under specific breach scenarios.
- Monitor the filing and effectiveness of the Form S-4 and the Joint Proxy Statement for detailed transaction terms.
- Review the voting agreement details regarding the AGM founders' commitment to support the merger.
- Check for any updates on regulatory approvals required for the transaction to close by the Outside Date.