Apollo and Athene agree to merge
Bermudian-based Athene Holdings Ltd and Apollo Global Management have entered into a definitive agreement to merge in an all-stock transaction that implies a total equity value of approximately $11 billion for Athene, the companies announced.
The companies said the merger combines two growth companies providing products and services that are in high demand – investment returns and retirement income. The stronger capital base and complete alignment will allow the company to rapidly scale asset and liability origination, broaden distribution channels and act as a leading global solutions provider. The company will operate in an environment powered by strong market and demographic trends.
Marc Rowan, Apollo co-founder and incoming CEO, said: “This merger is all about alignment between Apollo and Athene, amongst Apollo’s stockholders and with our limited partners. For Apollo and Athene, we will have total alignment to optimise our strategy and allocate capital efficiently, which will include rapidly scaling our capability to originate attractive risk/reward assets, which are the limiter of growth for both firms.
“We have also created alignment among all our stockholders who will share in the upside of a larger, more liquid company with leading corporate governance. And it further aligns interests with our fund investors, giving us a bigger balance sheet to invest alongside clients in our various fund products.”
Jim Belardi, Athene chairman and CEO, said: “Today’s announcement reflects the strength and strategic nature of our longstanding mutually beneficial relationship with Apollo – one which has already created enormous value for each other and our respective constituents.
“After carefully reviewing Athene’s options to unlock value for shareholders, Athene and Apollo determined that the potential of a fully aligned business would be significantly greater than a sum-of-the-parts. Coming together in this merger is a logical and exciting next step that will simplify our relationship while driving significant strategic and financial benefits in both the immediate and long-term future.”
The companies said transaction highlights are:
• 100 per cent stock-for-stock, intended to qualify as a tax-free transaction for US federal income tax purposes
• Substantially accretive transaction, strengthening earnings power of the combined company to more than double Apollo’s reported earnings in 2020
• Full alignment between Apollo and Athene, with all stockholders participating in the upside
• $1.60 annual dividend following closing with increase based on growth of the business
• Apollo proceeds with conversion to simplified structure, with single class of voting stock and equal voting rights for each share
• Creates $29 billion pro forma market cap company (valued as of March 5 close); company expected to be eligible for S&P 500 inclusion, with transparent, best-in-class governance
• Establishes permanency of Athene’s AUM to Apollo and organic integration of Apollo’s value-add services to Athene, enabling both businesses to thrive symbiotically
• Low execution risk between complementary businesses and management teams
• Positive for credit rating agencies and policyholders across both companies
The combined company will be led by incoming Apollo CEO Marc Rowan.
Apollo’s business will continue to be led by co-presidents Scott Kleinman and James Zelter.
Athene will continue to be led by CEO Jim Belardi with his current management team and full workforce.
The transaction is expected to close in January 2022. It requires the approval of shareholders of both Apollo and Athene, and is subject to, among other things, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, other antitrust and regulatory approvals, and other customary closing conditions, the companies said.
Under the terms of the transaction, each outstanding Class A common share of Athene will be exchanged for a fixed ratio of 1.149 shares of Apollo common stock. Upon closing of the merger, current Apollo shareholders will own approximately 76 per cent of the combined company on a fully diluted basis, and Athene shareholders will own approximately 24 per cent.