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As filed with the U.S. Securities and Exchange Commission on July 8, 2021

Registration No. 333-255858

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Tango Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   6282   86-3155788
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (IRS Employer
Identification No.)

9 West 57th Street, 43rd Floor

New York, New York 10019

(212) 515-3200

(Address, including Zip Code, and Phone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

John J. Suydam, Esq.

President and Secretary

Tango Holdings, Inc.

c/o Apollo Global Management, Inc.

9 West 57th Street, 43rd Floor

New York, New York 10019

(212) 515-3200

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

Copies to:

 

Catherine L. Goodall, Esq.
John M. Scott, Esq.
Tracey A. Zaccone, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
 

Todd E. Freed, Esq.
Jon A. Hlafter, Esq.
Michael K. Hoffman, Esq.
Skadden, Arps, Slate,

Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000

  John L. Golden, Esq.
General Counsel
Athene Holding Ltd.
Second Floor, Washington House,
16 Church Street,
Hamilton HM 11, Bermuda
(441) 279-8400
  Samir A. Gandhi, Esq.
Perry J. Shwachman, Esq.
John H. Butler, Esq.
Jeremy C. Watson, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300
  A. Peter Harwich, Esq.
Robert M. Katz, Esq.
Charles K. Ruck, Esq.
Max N. Schleusener, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer     Non-accelerated filer    

Smaller reporting company

 
             Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A) MAY DETERMINE.

 

 

 


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The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities of Tango Holdings, Inc. has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY—SUBJECT TO COMPLETION—DATED JULY 8, 2021

Tango Holdings, Inc.

Joint Letter to the Stockholders of Apollo Global Management, Inc. and Shareholders of Athene Holding Ltd.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

On behalf of the boards of directors of Apollo Global Management, Inc. (“AGM”) and Athene Holding Ltd. (“AHL”), we are pleased to enclose a joint proxy statement/prospectus relating to the transactions contemplated by the Agreement and Plan of Merger (the “merger agreement”), by and among AGM, AHL, Tango Holdings, Inc. (“HoldCo”), Blue Merger Sub, Ltd. and Green Merger Sub, Inc., including the amendment and restatement of AGM’s certificate of incorporation (the “AGM charter amendment”) to implement certain previously announced corporate governance updates, and including a statutory merger agreement (the “statutory merger agreement” as required by Section 105 of the Companies Act, 1981 (as amended) of Bermuda (the “Companies Act”)). We are requesting that you take certain specific actions as a holder of AGM’s Class A common stock, par value $0.00001 per share (the “AGM Class A Shares”), AGM’s Class B common stock, par value $0.00001 per share (the “AGM Class B Share”), and/or AGM’s Class C common stock, par value $0.00001 per share (the “AGM Class C Share” and, together with the AGM Class A Shares and the AGM Class B Share, the “AGM Common Stock”), or a holder of AHL’s Class A common shares, par value $0.001 per share (the “AHL Common Shares”) and AHL’s preferred shares (as described further in the accompanying joint proxy statement/prospectus) (the “AHL Preferred Shares”).

The transactions contemplated by the merger agreement will combine two growth companies providing products and services that are in high demand—asset management and retirement services. The stronger capital base and complete alignment will position HoldCo to rapidly scale asset and liability origination, broaden distribution channels and act as a leading global solutions provider.

HoldCo will operate in an environment powered by strong market and demographic trends. We believe that the transactions contemplated by the merger agreement will benefit both the AGM stockholders and the holders of AHL Common Shares and AHL Preferred Shares, and we ask for your support in voting for each of the proposals at our respective special meetings.

Upon the terms and subject to the conditions of the merger agreement, which has been approved by the boards of directors of both companies (other than AHL directors Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM), as well as the conflicts committee of AGM’s board and a special committee of certain disinterested members of the board of directors of AHL (the “AHL special committee”), upon completion of the transactions contemplated by the merger agreement, each of your issued and outstanding (A) AHL Common Shares will be converted automatically into the right to receive 1.149 duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $0.00001 per share, of HoldCo (the “HoldCo Shares”) and cash paid in lieu of any fractional HoldCo Shares, (B) AHL Preferred Shares, shall under applicable Bermuda law automatically become an equivalent preferred share of AHL, the surviving company in the AHL Merger (as defined in the accompanying joint proxy statement/prospectus) and (C) AGM Class A Shares will be converted automatically into the right to receive one HoldCo Share. Additionally, each outstanding unit of the Apollo Operating Group (as defined in AGM’s certificate of incorporation) (each an “AOG unit”), other than those held indirectly by AGM and those held indirectly by AHL, will be exchanged prior to or concurrent with the closing of the transactions contemplated by the merger agreement into one AGM Class A Share, which will automatically be converted into one HoldCo Share at the completion of the AGM

 

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Merger (as defined in the accompanying joint proxy statement/prospectus). At the closing of the mergers, it is intended that the AOG units held by subsidiaries of AHL will be exchanged for HoldCo Shares on a one-for-one basis.

The market value of the consideration will fluctuate with the price of the AGM Class A Shares. Based on the closing price of the AGM Class A Shares on March 5, 2021, the last trading day before the public announcement of the signing of the merger agreement, the value of the per share merger consideration payable to holders of AHL Common Shares upon completion of the merger was approximately $56.94. Based on the closing price per share of the AGM Class A Shares of $62.41 per share on June 29, 2021, the last practicable date before the date of the joint proxy statement/prospectus accompanying this notice, the value of the per share merger consideration payable to holders of AHL Common Shares upon completion of the merger was approximately $10,425 million. The holders of AHL Common Shares and AHL Preferred Shares should obtain current stock price quotations for the AGM Class A Shares and the AHL Common Shares. The AGM Class A Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “APO,” and the AHL Common Shares are listed on the NYSE under the symbol “ATH.” After completion of the transactions contemplated by the merger agreement, HoldCo will be the parent entity to AGM and AHL, and will be renamed Apollo Global Management, Inc. The HoldCo Shares will be listed on the NYSE under the symbol “APO.”

The special general meeting of holders of AGM Class A Shares, the AGM Class B Share and the AGM Class C Share will be held virtually on                ,              at                , Eastern Time (the “AGM special meeting”). At the AGM special meeting, AGM stockholders will be asked to consider and vote on, among other things, a proposal to adopt (a) the merger agreement (the “AGM merger agreement proposal”), which must be adopted by (1) the consent of the holder of the AGM Class C Share and (2) the affirmative vote of a majority in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on such proposal, voting together as a single class and (b) the AGM charter amendment (the “AGM charter amendment proposal”), which must be adopted by (1) the consent of the holder of the AGM Class C Share, (2) the affirmative vote of the AGM Class B Share, voting as a single class and (3) the affirmative vote of a majority in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on such proposal, voting together as a single class. As described in the accompanying joint proxy statement/prospectus, each of the AGM Class B Share and the AGM Class C Share, has significant voting power, which may limit the ability of the holders of the AGM Class A Shares to influence the outcome of the votes at the AGM special meeting. As of June 25, 2021, Leon Black, Marc Rowan and Joshua Harris (the “Principals”, and each a “Principal”) held approximately 50.0% of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class (or 58.1% after giving effect to the Principals’ right to vote the Tiger AGM Shares (as defined herein) pursuant to the Tiger Proxy (as defined herein)), and 91.4% of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share, voting together as a single class (or 92.8% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy). The Principals have agreed to use reasonable best efforts to vote in favor of the AGM merger agreement proposal and to give effect to the AGM charter amendment proposal as described in the accompanying joint proxy statement/prospectus. As a result, the AGM charter amendment proposal is expected to be approved at the AGM special meeting.

The special general meeting of holders of AHL Common Shares and AHL Preferred Shares will be held virtually on                ,             , at                , Eastern Time (the “AHL special meeting”). At the AHL special meeting, (a) holders of AHL Common Shares and AHL Preferred Shares will be asked to consider and vote on, among other things, a proposal to approve the merger of AHL and Blue Merger Sub, Ltd. (the “AHL Merger”), the statutory merger agreement and the merger agreement (the “AHL merger agreement proposal”) and a proposal to approve the adjournment of the AHL special meeting to solicit additional proxies if there are not sufficient votes at the time of the AHL special meeting to approve the AHL merger proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus accompanying this notice is timely provided to holders of the AHL Common Shares and AHL Preferred Shares (the “AHL adjournment proposal”), which, in each case must be adopted by the affirmative vote of a majority of the total votes attributable to all AHL

 

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Common Shares and AHL Preferred Shares cast at the AHL special meeting, and (b) holders of the AHL Common Shares will be asked to consider and vote on, on a non-binding advisory basis, certain compensation (the “AHL executive officer compensation”) that may be paid or become payable to AHL’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (“the AHL non-binding compensation advisory proposal”), which must be adopted by the affirmative vote of a majority of the total votes attributable to all AHL Common Shares issued and outstanding cast at the AHL special meeting. The voting rights of an AHL shareholder’s AHL Common Shares or AHL Preferred Shares are subject to adjustment in accordance with the Thirteenth Amended and Restated Bye-Laws of AHL, effective February 28, 2020 (the “AHL bye-laws”) as described in the section titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89 of the accompanying joint proxy statement/prospectus.

Additionally, following the transactions contemplated by the merger agreement and the charter amendment, each of the issued and outstanding shares of the series of preferred shares of AGM will remain issued and outstanding as preferred shares of the surviving company of the AGM Merger. At the closing of the mergers, each of the AHL Preferred Shares, shall under applicable Bermuda law automatically become an equivalent preferred share of AHL, the surviving company in the AHL Merger. Holders of AHL Preferred Shares will not receive anything different if the mergers are completed as the AHL Preferred Shares were issued to a depositary and holders who hold interests in the AHL Preferred Shares hold such interests in the form of depositary shares that evidence such interests and such depositary shares will not be varied in any way if the mergers are completed. Holders of the preferred shares of AGM are not entitled to, and are not requested to, vote at the AGM special meeting. By contrast, AHL Preferred Shares will be entitled to vote on the AHL merger agreement proposal and the AHL adjournment proposal to the extent and in the manner described in the accompanying joint proxy statement/prospectus. See the section of the joint proxy statement/prospectus titled “AHL Special Meeting” beginning on page 88.

Information about these meetings and the transactions contemplated by the merger agreement is contained in the joint proxy statement/prospectus accompanying this notice. In particular, see the section of the accompanying joint proxy statement/prospectus titled “Risk Factors” beginning on page 49. We urge you to read the joint proxy statement/prospectus accompanying this notice carefully and in its entirety.

Whether or not you plan to attend your company’s respective special meeting, please submit a proxy to vote your shares as soon as possible to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank, trustee or other nominee, please follow the instructions provided to you by such record holder. If AGM stockholders do not vote, it will have the same effect as voting “AGAINST” the AGM merger agreement proposal and “AGAINST” the AGM charter amendment proposal. If holders of AHL Common Shares and AHL Preferred Shares do not vote, it will not have the effect of a vote “FOR” or “AGAINST” the AHL merger agreement proposal or the AHL non-binding compensation advisory proposal, but will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting.

AGM’s board of directors strongly supports and unanimously recommends that holders of AGM Class A Shares, the AGM Class B Share, and the AGM Class C Share, vote “FOR” each of the proposals to be considered at the AGM special meeting. AHL’s board of directors (other than, with respect to the AHL board of directors, Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM) and the AHL special committee strongly support and unanimously recommend that holders of AHL Common Shares and AHL Preferred Shares, vote “FOR” each of the proposals to be considered at the AHL special meeting.

 

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Marc Rowan    James Belardi
Director and Chief Executive Officer    Chairman of the Board and Chief Executive Officer
Apollo Global Management, Inc.    Athene Holding Ltd.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the transactions contemplated by the merger agreement or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the transactions contemplated by the merger agreement are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either AGM or AHL, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The joint proxy statement/prospectus accompanying this notice is dated      ,             , and is first being mailed to holders of AGM Class A Shares, the holder of the AGM Class B Share, the holder of the AGM Class C Share, the holders of AHL Common Shares and the holders of AHL Preferred Shares on or about                ,            .

 

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LOGO

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON                 ,             

Notice is hereby given that Apollo Global Management, Inc. will hold a special meeting of its stockholders, which is referred to as the “AGM special meeting”. The AGM special meeting will be held on                 ,             , at                 , Eastern Time and will be a completely virtual meeting of stockholders. Online check-in will begin at                 , Eastern Time and you should allow ample time for the check-in procedures. You will be able to attend and participate in the AGM special meeting online, vote your shares electronically, submit your questions prior to and during the AGM special meeting and access the list of AGM stockholders entitled to vote at the AGM special meeting during the AGM special meeting by visiting                 at the meeting date and time stated above. To attend the meeting, you will need the password for the meeting and the control number included on your proxy card.

The purpose of the AGM special meeting is for the AGM stockholders to consider and vote upon the following proposals:

 

  1.

to adopt the Agreement and Plan of Merger, by and among AGM, AHL, HoldCo, Blue Merger Sub, Ltd. and Green Merger Sub, Inc. which, as it may be amended from time to time, is referred to as the “merger agreement” and which proposal is referred to as the “AGM merger agreement proposal”;

 

  2.

to adopt an amended and restated certificate of incorporation of AGM, which is referred to as the “AGM charter amendment” and which proposal is referred to as the “AGM charter amendment proposal”; and

 

  3.

to approve the adjournment of the AGM special meeting to solicit additional proxies if there are not sufficient votes at the time of the AGM special meeting to approve the AGM merger agreement proposal or the AGM charter amendment proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus accompanying this notice is timely provided to AGM stockholders, which is referred to as the “AGM adjournment proposal”.

AGM will transact no other business at the AGM special meeting except such business as may properly be brought before the AGM special meeting or any adjournment or postponement thereof. The joint proxy statement/prospectus accompanying this notice, including the merger agreement attached thereto as Annex A and the AGM charter amendment attached thereto as Annex B contains further information with respect to these matters.

Only holders of record of AGM Class A Shares, the AGM Class B Share and the AGM Class C Share at the close of business on                 ,              (the “record date”) are entitled to vote at (and only the holders of AGM’s outstanding shares of capital stock as of such record date are entitled to notice of) the AGM special meeting and any adjournments or postponements thereof. AGM stockholders who (i) virtually attend the AGM special meeting at                 , or (ii) complete and submit a legal proxy, will be considered present “in person” for purposes of establishing a quorum and for all other purposes.

Pursuant to the organizational documents of AGM, assuming a quorum is present, the approval of the AGM merger agreement proposal requires (a) the consent of the holder of the AGM Class C Share, which was delivered on March 7, 2021 and (b) the affirmative vote at the AGM special meeting of the holders of a majority in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on such proposal, voting together as a single class. As of June 25, 2021, the Principals, who have agreed to vote in favor of the AGM merger agreement as described in the section of this joint proxy statement/prospectus titled “Voting Agreements—Principals Voting Agreement” beginning on page 208, held approximately 50.0% of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class (or 58.1% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy).

 

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Pursuant to the organizational documents of AGM, assuming a quorum is present, the approval of the AGM charter amendment proposal requires (a) the consent of the holder of the AGM Class C Share, which was delivered on                 ,             , (b) the affirmative vote at the AGM special meeting of the holder of the outstanding AGM Class B Share and (c) the affirmative vote of the holders of a majority in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on such proposal, voting together as a single class. The AGM certificate of incorporation provides that the holder of the AGM Class C Share shall be entitled to such number of votes as shall equal the difference of (A) nine and nine-tenths (9.9) times the aggregate number of votes entitled to be cast by the holders of AGM Class A Shares and full voting preferred stock, minus (B) the Aggregate AGM Class B Vote, which is the number of votes equal to the aggregate number of AOG units outstanding as of the relevant record date, less the number of AGM Class A Shares outstanding as of the same relevant record date (the “AGM Class C Vote”); provided that the Aggregate AGM Class B Vote shall not exceed 9% of the total votes entitled to be cast by holders of all shares of capital stock entitled to vote thereon. If the number of votes entitled to be cast by the holders of the AGM Class A Shares which are free float, as determined by AGM in reliance upon the guidance issued by FTSE Russell (the “AGM Class A Free Float”), equals less than 5.1% of the votes entitled to be cast by the holders of all shares of capital stock entitled to vote thereon as of the relevant record date: (1) the AGM Class C Vote shall be reduced to equal such number as would result in the total number of votes cast by holders of the AGM Class A Free Float being equal to 5.1% of the votes entitled to be cast by the holders of all shares of capital stock entitled to vote thereon, voting together as a single class (the “AGM Class A Free Float Adjustment”); and (2) if, after giving effect to the AGM Class A Free Float Adjustment, the Aggregate AGM Class B Vote would be in excess of 9% of the total number of the votes entitled to be cast thereon by the holders of all outstanding shares of capital stock, (x) the Aggregate AGM Class B Vote shall be reduced to 9% of such total number and (y) the AGM Class C Vote, as calculated after giving effect to the AGM Class A Free Float Adjustment, shall be increased by a number of votes equal to the number of votes by which the Aggregate AGM Class B Vote was reduced pursuant to the foregoing clause (x). As of June 25, 2021, the AGM Class A Shares, the AGM Class B Share and the AGM Class C Share represented 9.2%, 8.0% and 82.8%, respectively, of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class. As of June 25, 2021, the Principals, who have agreed to vote in favor of the AGM charter amendment proposal as described in the section of this joint proxy statement/prospectus titled “Corporate Governance Updates” beginning on page 212 held 91.4% of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class (or 92.8% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy). As a result, the AGM charter amendment proposal is expected to be approved at the AGM special meeting.

Pursuant to the organizational documents of AGM, the approval of the AGM adjournment proposal requires the affirmative vote of the holders of a majority in voting power of the shares of AGM common stock present in person or represented by proxy at the AGM special meeting and entitled to vote thereon.

The board of directors of AGM as well as the conflicts committee of AGM’s board have unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement on the terms and subject to the conditions set forth in the merger agreement, as well as the AGM charter amendment. The AGM board of directors unanimously recommends that you vote “FOR” the AGM merger agreement proposal, “FOR” the AGM charter amendment proposal and “FOR” the AGM adjournment proposal.

The approval of the AGM charter amendment would allow AGM to implement its previously announced corporate governance updates. The approval of the AGM charter amendment proposal, and the implementation of the corporate governance updates, are not conditioned on the approval of the AGM merger agreement proposal and, vice versa, the approval of the AGM merger agreement proposal is not conditioned on the approval of the AGM charter amendment proposal. If the AGM stockholders do not approve the AGM merger agreement proposal or the holders of AHL Common Shares and AHL Preferred Shares do not approve the AHL merger agreement proposal or the mergers are otherwise not consummated, but the AGM stockholders approve the AGM

 

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charter amendment, (x) the corporate governance updates contemplated in the AGM charter amendment will be implemented at AGM, and (y) AGM and AHL will not consummate the mergers. Alternatively, if the AGM stockholders approve the AGM merger agreement proposal and the holders of AHL Common Shares and AHL Preferred Shares approve the AHL merger agreement proposal and the mergers are consummated, upon the closing of the mergers, the corporate governance updates will be implemented at, and will affect the corporate governance of, HoldCo and will not be implemented at AGM, which will become a wholly-owned subsidiary of HoldCo. The certificate of incorporation and bylaws of HoldCo that will be in effect following the consummation of the mergers and give effect to the corporate governance updates are attached as Annex D and Annex E, respectively, to the joint proxy statement/prospectus accompanying this notice.

Your vote is very important, regardless of the number of shares of AGM common stock you own. We cannot complete the transactions contemplated by the merger agreement without approval of the AGM merger agreement proposal. We cannot adopt the AGM charter amendment without the approval of the AGM charter amendment proposal.

Whether or not you plan to attend the AGM special meeting virtually, we urge you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope or authorize the individuals named on the proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

If you have any questions, please contact AGM at (212) 515-3200 or write to Apollo Global Management, Inc., Attention: Secretary, 9 West 57th Street, 43rd Floor, New York, New York 10019.

If you have any questions about how to vote or direct a vote in respect of your shares of AGM common stock, you may contact AGM’s proxy solicitor,                 , toll-free at                 or banks and brokers may call or via email at                  .

 

By Order of the Board of Directors,

John J. Suydam

Chief Legal Officer

New York, New York
Dated:             ,            

 

Your vote is important. AGM stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes electronically through the Internet or by telephone.

 

 

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LOGO

NOTICE OF THE SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON                ,             

Notice is hereby given that Athene Holding Ltd. will hold a special general meeting of its shareholders, which is referred to as the “AHL special meeting”. The AHL special meeting will be held on                 ,             , at                 , Eastern Time, and will be a completely virtual meeting of shareholders. Online check-in will begin at                 Eastern Time and you should allow ample time for the check-in procedures. You will be able to attend and participate in the AHL special meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting                 at the meeting date and time stated above. To attend the meeting, you will need the password for the meeting and the control number included on your proxy card to access the meeting.

The purpose of the AHL special meeting is for the holders of AHL Common Shares and AHL Preferred Shares to consider and vote upon the following proposals:

 

  1.

to approve the merger of AHL and Blue Merger Sub, Ltd. (the “AHL Merger”) and the Agreement and Plan of Merger, by and among Apollo Global Management, Inc., AHL, Tango Holdings, Inc. (“HoldCo”), Blue Merger Sub, Ltd. and Green Merger Sub, Inc. (which, as it may be amended from time to time, we refer to as the “merger agreement”), and the statutory merger agreement (the “statutory merger agreement”) required by Section 105 of the Companies Act, 1981 (as amended) of Bermuda (the “Companies Act”), which proposal is referred to as the “AHL merger agreement proposal”; and

 

  2.

to approve the adjournment of the AHL special meeting to solicit additional proxies if there are not sufficient votes at the time of the AHL special meeting to approve the AHL merger agreement proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus accompanying this notice is timely provided to holders of AHL Common Shares and AHL Preferred Shares, which is referred to as the “AHL adjournment proposal.”

In addition, the purpose of the AHL special meeting is also for the holders of the AHL Common Shares to consider and vote upon the following proposal:

 

  3.

to approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to AHL’s named executive officers, pursuant to arrangements with AHL, that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the “AHL non-binding compensation advisory proposal.”

AHL will transact no other business at the AHL special meeting except such business as may properly be brought before the AHL special meeting or any adjournment or postponement thereof. The joint proxy statement/prospectus accompanying this notice, including the merger agreement attached thereto as Annex A, and the draft statutory merger agreement attached thereto as Annex E, contains further information with respect to these matters.

Only holders of record of AHL Common Shares and AHL Preferred Shares at the close of business on                 ,              (the “record date”), are entitled to notice of and to vote on the matters on which they are entitled to vote at the AHL special meeting and any adjournments or postponements thereof.

The holders of AHL Common Shares and AHL Preferred Shares who (i) virtually attend the AHL special meeting at                  , or (ii) complete and submit a legal proxy, will be considered present “in person” for purposes of establishing a quorum and for all other purposes.

 

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Assuming a quorum of at least two persons holding or representing by proxy more than one-third of the issued AHL Common Shares and AHL Preferred Shares present at the AHL special meeting, (taking into account the adjustments set forth in AHL bye-law 4.3 as described in the section titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89 of the accompanying joint proxy statement/prospectus) the approval of the AHL merger agreement proposal requires the affirmative vote (in person or by proxy) of a majority of the Total Voting Power (as defined in the AHL bye-laws) attributable to the holders of the AHL Common Shares and the AHL Preferred Shares cast at the AHL special meeting in favor of the approval of the AHL merger agreement proposal.

Assuming a quorum of the holders of a majority in voting power of the outstanding AHL Common Shares and AHL Preferred Shares entitled to vote at the AHL special meeting (taking into account the adjustments set forth in AHL bye-law 4.3 as described in the section titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89 of the accompanying joint proxy statement/prospectus) is present at the AHL special meeting, the AHL adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the Total Voting Power attributable to all AHL Common Shares and AHL Preferred Shares cast at the AHL special meeting in favor of the approval of the AHL adjournment proposal.

Assuming a quorum of the holders of a majority in voting power of the outstanding AHL Common Shares entitled to vote at the meeting is present at the AHL special meeting, the approval of the AHL non-binding compensation advisory proposal requires the affirmative vote (in person or by proxy) of a majority of the Total Voting Power attributable to all AHL Common Shares cast at the AHL special meeting in favor of the approval of the AHL non-binding compensation advisory proposal.

For the purposes of establishing a quorum and voting at the AHL special meeting, subject to the adjustments set forth in AHL bye-law 4.3 (as described in the section titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89 of the accompanying joint proxy statement/prospectus), with respect to the AHL merger agreement proposal and the AHL adjournment proposal, each AHL Common Share and each AHL Preferred Share is entitled to one vote, and in the aggregate AHL Preferred Shares and Restricted Common Shares (as defined in the AHL bye-laws) shall, collectively, represent 0.1% of the total votes attributable to all shares of AHL that are issued and outstanding (such voting power allocated equally among such Restricted Common Shares and AHL Preferred Shares).

The board of directors of AHL (other than Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM) and the AHL special committee (defined below) have unanimously approved and declared advisable the merger agreement, the statutory merger agreement and the transactions contemplated by the merger agreement on the terms and subject to the conditions set forth in the merger agreement (including the statutory merger agreement). The AHL board of directors (other than Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM) and the AHL special committee unanimously recommend that you vote “FOR” the AHL merger agreement proposal, “FOR” the AHL non-binding compensation advisory proposal and “FOR” the AHL adjournment proposal.

Your vote is very important, regardless of the number of AHL Common Shares and/or AHL Preferred Shares you own. We cannot complete the transactions contemplated by the merger agreement without approval of the AHL merger agreement proposal.

Whether or not you plan to attend the AHL special meeting virtually, we urge you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope or authorize the individuals named on the proxy card to vote your shares by calling the toll-free telephone number or by using the

 

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Internet as described in the instructions included with the proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

The AHL board of directors (other than Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM) and a special committee of certain disinterested members of the board of directors of AHL (the “AHL special committee”) considers the fair value for each (1) AHL Common Share to be the right to receive 1.149 duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $0.00001 per share, of Tango Holdings, Inc. (the “HoldCo Shares”) and cash paid in lieu of any fractional HoldCo Shares, and (2) AHL Preferred Share to be the right to receive an equivalent preferred share of AHL, the surviving company in the AHL Merger, with the same dividend and other relative rights, preferences, limitations and restrictions as are now provided by its certificate of designation.

The holders of AHL Common Shares and AHL Preferred Shares who are not satisfied that they have been offered fair value for their shares and who do not vote in favor of the AHL merger agreement proposal may exercise their appraisal rights under the Companies Act of Bermuda, to have the fair value of their shares appraised by the Supreme Court of Bermuda (the “Bermuda Court”). The holders of AHL Common Shares and AHL Preferred Shares intending to exercise appraisal rights MUST file their application for appraisal of the fair value of their shares with the Bermuda Court within ONE MONTH of the giving of the notice convening the AHL special meeting.

If you have any questions, please contact AHL at (441) 279-8400 or write to Athene Holding Ltd., Attention: Secretary, Second Floor, Washington House, 16 Church Street, Hamilton HM 11, Bermuda. If you have any questions about how to vote or direct a vote in respect of your shares of AHL Common Shares or AHL Preferred Shares, as applicable, you may contact AHL’s proxy solicitor,                 , toll-free at                 or banks and brokers may call or via email at                 .

 

By Order of the Board of Directors,

Natasha Scotland Courcy

Secretary

Hamilton, Bermuda
Dated:             ,             

 

Your vote is important. The holders of AHL Common Shares and AHL Preferred Shares are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes electronically through the Internet or by telephone.

 

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ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about AGM and AHL from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the U.S. Securities and Exchange Commission (the “SEC”) website at http://www.sec.gov or by requesting them in writing or by telephone at the appropriate address below:

 

if you are an AGM stockholder:

 

Apollo Global Management, Inc.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

Attention: Secretary

  

if you are an AHL shareholder:

 

Athene Holding Ltd.

Second Floor, Washington House,

16 Church Street,

Hamilton HM 11, Bermuda

Telephone: (441) 279-8400

Attention: Secretary

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of AGM common stock requesting documents must do so by                 ,              in order to receive them before the AGM special meeting, and holders of AHL Common Shares and AHL Preferred Shares requesting documents must do so by                 ,              in order to receive them before the AHL special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated                  ,             , and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to holders of AGM common stock or holders of AHL Common Shares and AHL Preferred Shares nor the issuance by HoldCo of HoldCo Shares in connection with the transactions contemplated by the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding AGM has been provided by AGM and information contained in, or incorporated by reference into, this document regarding AHL has been provided by AHL.

For further information, see the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392 of this joint proxy statement/prospectus.

 

 

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TABLE OF CONTENTS

 

     Page  

QUESTIONS AND ANSWERS

     1  

SUMMARY

     20  

The Parties to the Mergers (pages 73 to 75)

     20  

Corporate Governance Updates (page 212)

     22  

The Mergers, the Merger Agreement and the Statutory Merger Agreement (pages 101 and 181 and Annex A and Annex F)

     22  

Merger Consideration (page 101)

     22  

Treatment of AGM Preferred Stock and AHL Preferred Shares (page 178)

     23  

Treatment of AGM Equity Awards (page 190)

     23  

Treatment of AHL Equity Awards (page 191)

     24  

AGM’s Reasons for the Merger (page 117)

     25  

AHL’s Reasons for the Merger (page 122)

     25  

Summary Historical Financial and Other Data of AGM (page 66)

     26  

Summary Historical Financial and Other Data of AHL (page 69)

     28  

Summary Unaudited Pro Forma Condensed Combined Financial Information (page 356)

     30  

Summary Unaudited Combined Non-GAAP Adjusted Operating Earnings (page 381)

     31  

Opinion of AGM’s Financial Advisor (page 126 and Annex G)

     34  

Opinions of the AHL Special Committee’s Financial Advisors (page 137 and Annexes H and I)

     35  

Proxy Solicitation Costs (page 81 and 94)

     35  

The AGM Special Meeting (page 76)

     36  

The AHL Special General Meeting (page 88)

     38  

Interests of AGM’s Directors and Executive Officers in the Transactions (page 166)

     39  

Interests of AHL’s Directors and Executive Officers in the Transactions (page 168)

     40  

Efforts to Complete the Mergers (page 193)

     40  

Certain Beneficial Owners of AGM Common Stock (page 347)

     41  

Certain Beneficial Owners of AHL Common Shares (page 352)

     42  

Appraisal Rights (page 333)

     42  

Conditions to Completion of the Mergers (page 182)

     42  

Adverse Recommendation Change; No Solicitation of Takeover Proposals (page 185)

     43  

Termination of the Merger Agreement (page 195)

     45  

Expenses and Termination Fee (page 196)

     45  

Voting Agreements (page 208)

     45  

Accounting Treatment of the Mergers (page 177)

     46  

Material Tax Consequences of the Mergers (page 335)

     46  

Regulatory Approvals and Clearances Required for the Mergers (page 177)

     47  

Comparison of Stockholders’ Rights (page 234)

     47  

Listing of HoldCo Shares; Delisting and Deregistration of AGM Common Stock and AHL Common Shares (page 179)

     48  

Expected Timing of Corporate Governance Updates (page 212)

     48  

Expected Timing of the Mergers (page 101)

     48  

Risk Factors (page 49)

     48  

RISK FACTORS

     49  

Risks Relating to the Mergers

     49  

Risks Relating to the HoldCo

     56  

Risks Relating to AGM’s Business

     61  

Risks Relating to AHL’s Business

     61  

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     62  

SELECTED FINANCIAL DATA OF AGM

     66  

SELECTED FINANCIAL DATA OF AHL

     69  

THE PARTIES TO THE MERGER

     73  

Tango Holdings, Inc.

     73  

Apollo Global Management, Inc.

     73  

Athene Holding Ltd.

     73  

Blue Merger Sub, Ltd.

     74  

Green Merger Sub, Inc.

     74  

THE AGM SPECIAL MEETING

     76  

Date, Time and Place of the AGM Special Meeting

     76  

Matters to be Considered at the AGM Special Meeting

     76  

Recommendation of the AGM Board of Directors

     76  

Record Date for the AGM Special Meeting and Voting Rights

     77  

Quorum; Abstentions and Broker Non-Votes

     77  

Required Votes; Vote of AGM’s Directors and Executive Officers

     78  

Methods of Voting

     80  

How to Ask Questions at the AGM Special Meeting

     80  

What to Do If You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website

     80  

What to Do If You Cannot Virtually Attend the AGM Special Meeting

     80  

Revocability of Proxies

     81  

Proxy Solicitation Costs

     81  

Attending the AGM Special Meeting

     82  

Householding

     82  

Tabulation of Votes; Results of the AGM Special Meeting

     82  

Adjournments

     82  

Assistance

     83  

AGM PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

     84  

AGM PROPOSAL 2: ADOPTION OF CHARTER AMENDMENT

     85  

AGM PROPOSAL 3: ADJOURNMENT OF THE AGM SPECIAL MEETING

     87  

THE AHL SPECIAL GENERAL MEETING

     88  

Date, Time and Place of the AHL Special Meeting

     88  

Matters to be Considered at the AHL Special Meeting

     88  

Recommendation of the AHL Board of Directors

     88  

Record Date for the AHL Special Meeting and Voting Rights

     89  

Quorum; Abstentions and Broker Non-Votes

     91  

Required Votes; Vote of AHL’s Directors and Executive Officers

     92  

Methods of Voting

     93  

How to Ask Questions at the AHL Special Meeting

     93  

What to Do if You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website

     93  

What to Do if You Cannot Virtually Attend the AHL Special Meeting

     93  

Revocability of Proxies

     93  

Proxy Solicitation Costs

     94  

Attending the AHL Special Meeting

     94  

Householding

     95  

Tabulation of Votes; Results of the AHL Special Meeting

     95  

Adjournments

     95  

Assistance

     95  

AHL PROPOSAL 1: APPROVAL OF THE AHL MERGER AGREEMENT PROPOSAL

     97  

AHL PROPOSAL 2: ADJOURNMENT OF THE AHL SPECIAL MEETING

     98  

 

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AHL PROPOSAL 3: ADVISORY VOTE ON AHL’S NAMED EXECUTIVE OFFICER COMPENSATION

     99  

THE MERGERS

     101  

Terms of the Mergers

     101  

Merger Consideration

     101  

Background of the Mergers

     101  

Recommendation of the AGM Board of Directors; AGM’s Reasons for the Merger

     117  

Recommendation of the AHL Board of Directors; AHL’s Reasons for the Merger

     122  

Opinion of AGM’s Financial Advisor

     126  

Opinions of the AHL Special Committee’s Financial Advisors

     137  

Opinion of Lazard Frères & Co. LLC

     137  

Opinion of Houlihan Lokey Capital, Inc.

     148  

AGM Unaudited Financial Projections

     160  

AHL Unaudited Financial Projections

     163  

Interests of AGM Directors and Executive Officers in the Transactions

     166  

Interests of AHL’s Directors and Executive Officers in the Transactions

     168  

Accounting Treatment

     177  

Regulatory Approvals and Clearances Required for the Mergers

     177  

Treatment of AGM Preferred Stock and AHL Preferred Shares

     178  

Stock Exchange Listings

     179  

Appraisal or Dissenters’ Rights in the Merger

     179  

THE MERGER AGREEMENT

     181  

The Mergers

     181  

Closing; Effective Time

     181  

Conditions to Completion of the Mergers

     182  

Efforts to Obtain Required Stockholder and Shareholder Approvals

     185  

Voting Matters

     185  

Adverse Recommendation Change; No Solicitation of Takeover Proposals

     185  

Effects of the Mergers

     189  

AHL Dissenting Shares

     190  

Treatment of AGM Equity Awards

     190  

Treatment of AHL Equity Awards

     191  

Treatment of the AGM Preferred Stock and AHL Preferred Shares

     192  

Treatment of the AHL Warrants

     192  

Adjustments to Prevent Dilution

     192  

Efforts to Complete the Mergers

     193  

Termination of the Merger Agreement

     195  

Expenses and Termination Fee

     196  

Conduct of Business Pending the Completion of the Mergers

     197  

Facility Option

     201  

Board of Directors of HoldCo

     202  

Indemnification; Directors’ and Officers’ Insurance

     202  

Employee Matters

     202  

Amendment and Waiver

     203  

No Third-Party Beneficiaries

     204  

Remedies; Specific Enforcement

     204  

Representations and Warranties

     204  

Credit Facilities

     206  

Other Covenants and Agreements

     206  

Governing Law; Jurisdiction

     207  

 

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THE VOTING AGREEMENTS

     208  

Principals Voting Agreement

     208  

Athene Voting Agreement

     211  

CORPORATE GOVERNANCE UPDATES

     212  

MANAGEMENT

     219  

Current Management

     219  

Management Following the Mergers

     219  

Director Nominees of HoldCo

     219  

Director Independence

     225  

Board Composition

     225  

Board Committees

     226  

Audit Committee

     226  

Compensation Committee

     226  

Nominating and Corporate Governance Committee

     226  

Executive Committee

     227  

Code of Business Conduct and Ethics

     227  

Board Leadership Structure and Board’s Role in Risk Oversight

     227  

Management of HoldCo

     227  

DESCRIPTION OF HOLDCO CAPITAL STOCK

     228  

COMPARISON OF STOCKHOLDERS’ RIGHTS

     234  

Stockholders’ Rights of AGM

     234  

Shareholders’ Rights of AHL

     303  

APPRAISAL RIGHTS

     333  

MATERIAL TAX CONSEQUENCES OF THE MERGERS

     335  

CERTAIN BENEFICIAL OWNERS OF AGM COMMON STOCK

     347  

Security Ownership of AGM Directors and Executive Officers

     347  

Security Ownership of Other Beneficial Owners

     350  

CERTAIN BENEFICIAL OWNERS OF AHL COMMON SHARES

     352  

Security Ownership of AHL Directors and Executive Officers

     352  

Security Ownership of Other Beneficial Owners

     354  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     356  

RECONCILIATION OF FINANCIAL MEASURES

     375  

AGM

     375  

AHL

     376  

Unaudited Combined Non-GAAP Adjusted Earnings

     381  

STOCKHOLDER AND SHAREHOLDER PROPOSALS

     388  

HoldCo

     388  

AGM

     388  

AHL

     388  

HOUSEHOLDING OF PROXY MATERIALS

     390  

LEGAL MATTERS

     391  

EXPERTS

     391  

AGM

     391  

AHL

     391  

WHERE YOU CAN FIND MORE INFORMATION

     392  

ANNEX A- AGREEMENT AND PLAN OF MERGER

     A-1  

ANNEX B- AGM CHARTER AMENDMENT

     B-1  

ANNEX C- AGM BYLAW AMENDMENT

     C-1  

ANNEX D- FORM OF HOLDCO CERTIFICATE OF INCORPORATION

     D-1  

ANNEX E- FORM OF HOLDCO BYLAWS

     E-1  

ANNEX F- THE STATUTORY MERGER AGREEMENT

     F-1  

ANNEX G- OPINION OF BARCLAYS

     G-1  

ANNEX H- OPINION OF LAZARD FRERES & CO LLC

     H-1  

ANNEX I- OPINION OF HOULIHAN LOKEY CAPITAL, INC.

     I-1  

ANNEX J- BERMUDA APPRAISAL STATUTE

     J-1  

 

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QUESTIONS AND ANSWERS

The following are some questions that you, as a stockholder of Apollo Global Management, Inc. (“AGM”) or a shareholder of Athene Holding Ltd. (“AHL”), may have regarding the mergers and the other matters being considered at the special meeting of each company and brief answers to those questions. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

 

Q:

Why am I receiving this joint proxy statement/prospectus?

 

A:

You are receiving this joint proxy statement/prospectus because AGM and AHL have agreed to combine their respective businesses in an all-stock merger transaction through: (a) the merger of Blue Merger Sub, Ltd., a Bermuda exempted company and a direct subsidiary of Tango Holdings, Inc. (“HoldCo”) (“AHL Merger Sub”), with and into AHL (the “AHL Merger”), with AHL as the surviving entity in the AHL Merger and a direct subsidiary of HoldCo and (b) the merger of Green Merger Sub, Inc., a Delaware corporation and a direct subsidiary of HoldCo (“AGM Merger Sub” and, together with AHL Merger Sub, the “Merger Subs”), with and into AGM (the “AGM Merger” and, together with the AHL Merger, the “mergers”) with AGM as the surviving entity in the AGM Merger and a direct subsidiary of HoldCo. The mergers are intended to become effective concurrently and, upon the consummation of the mergers, AGM and AHL will be direct subsidiaries of HoldCo. The merger agreement governs the terms of the business combination and mergers, and is attached to this joint proxy statement/prospectus as Annex A. In addition, the statutory merger agreement governs the AHL Merger as required by Section 105 of the Companies Act, 1981 (as amended) of Bermuda and is attached to this joint proxy/prospectus as Annex F.

In order to complete the mergers, among other things:

 

  •  

AGM stockholders must adopt the merger agreement in accordance with Delaware General Corporation Law, referred to as the “DGCL”, which proposal is referred to as the “AGM merger agreement proposal;” and

 

  •  

Holders of AHL Common Shares and AHL Preferred Shares must approve the AHL Merger, the statutory merger agreement, and the merger agreement, which proposal is referred to as the “AHL merger agreement proposal.”

In order to adopt the AGM charter amendment, AGM stockholders must adopt the amendment and restatement of AGM’s certificate of incorporation, which is referred to as the “AGM charter amendment” and which proposal is referred to as the “AGM charter amendment proposal.”

AGM is holding a special meeting of its stockholders, which is referred to as the “AGM special meeting,” to obtain approval of the AGM merger agreement proposal and the AGM charter amendment proposal. AGM stockholders will also be asked to approve the proposal to adjourn the AGM special meeting to solicit additional proxies if there are not sufficient votes at the time of the AGM special meeting to approve the AGM merger agreement proposal and the AGM charter amendment proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to AGM stockholders, which is referred to as the “AGM adjournment proposal.”

AHL is holding a special general meeting of its shareholders, which is referred to as the “AHL special meeting,” to obtain the approval of the holders of AHL Common Shares and AHL Preferred Shares to the AHL merger agreement proposal and the approval of the holders of the AHL Common Shares on a non-binding advisory basis, certain compensation that may be paid or become payable to AHL’s named

 

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executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the “AHL non-binding compensation advisory proposal.” The holders of AHL Common Shares and AHL Preferred Shares will also be asked to approve the proposal to adjourn the AHL special meeting to solicit additional proxies if there are not sufficient votes at the time of the AHL special meeting to approve the AHL merger agreement proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of AHL Common Shares and AHL Preferred Shares, which is referred to as the “AHL adjournment proposal.”

Your vote is very important.

 

Q:

When and where will each of the special meetings take place?

 

A:

The AGM special meeting will be held on                 ,              at                 , Eastern Time, virtually at                  . The AGM special meeting will be held online only and you will not be able to attend in person. Online check-in will begin at                 , Eastern Time and you should allow ample time for the check-in procedures. You will be able to attend and participate in the AGM special meeting online, vote your shares electronically and submit your questions prior to and during the AGM special meeting by logging in to the website listed above using the 16-digit control number included in your proxy card.

The AHL special meeting will be held on                ,              at                , Eastern Time, virtually at                . The AHL special meeting will be held online only and you will not be able to attend in person. Online check-in will begin at                , Eastern Time and you should allow ample time for the check-in procedures. You will be able to attend and participate in the AHL special meeting online, vote your shares electronically and submit your questions prior to and during the AHL special meeting by logging in to the website listed above using the 16-digit control number included in your proxy card.

Even if you plan to attend your respective company’s special meeting, AGM and AHL recommend that you submit a proxy to vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.

 

Q:

What matters will be considered at each of the special meetings?

 

A:

At the AGM special meeting, the stockholders of AGM will be asked to consider and vote on the following proposals:

 

  •  

AGM Proposal 1: the AGM Merger Agreement Proposal. To adopt the merger agreement;

 

  •  

AGM Proposal 2: the AGM Charter Amendment Proposal. To adopt the AGM charter amendment; and

 

  •  

AGM Proposal 3: the AGM Adjournment Proposal. To approve an adjournment of the AGM special meeting if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve the AGM merger agreement proposal or the AGM charter amendment proposal at the special meeting or to ensure that any supplement or amendment to the joint proxy statement/prospectus accompanying this notice is timely provided to AGM stockholders.

At the AHL special meeting, shareholders of AHL will be asked to consider and vote on the following proposals:

 

  •  

AHL Proposal 1: the AHL Merger Agreement Proposal. To approve the AHL Merger, the merger agreement and the merger agreement; and

 

  •  

AHL Proposal 2: the AHL Adjournment Proposal. To approve an adjournment of the AHL special meeting if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve the AHL merger agreement proposal at the AHL special meeting or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of AHL Common Shares and AHL Preferred Shares.

 

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At the AHL special meeting, the holders of the AHL Common Shares will be asked to consider and approve the following proposal:

 

  •  

AHL Proposal 3: the AHL Non-Binding Compensation Advisory Proposal. To approve, on a non-binding advisory basis, certain compensation, pursuant to written arrangements with AHL, that may be paid or become payable to AHL’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.

The approval of the AGM merger agreement proposal and the AHL merger agreement proposal are conditions to the obligations of AGM and AHL, respectively, to complete the mergers. None of the approvals of the AGM charter amendment, the AGM adjournment proposal, the AHL non-binding compensation advisory proposal or the AHL adjournment proposal are conditions to the obligations of AGM and AHL to complete the mergers.

 

Q:

Does my vote matter?

 

A:

Yes, your vote is very important. The mergers cannot be completed unless the AGM Merger and the merger agreement is adopted by the AGM stockholders and the AHL Merger and the statutory merger agreement are adopted by the holders of AHL Common Shares and AHL Preferred Shares.

For AGM stockholders, whether or not you plan to attend the AGM special meeting, please take the time to complete, date, sign and return the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or through the Internet. We ask that you do so as promptly as possible to ensure that your shares of AGM common stock may be represented and voted at the AGM special meeting. If you do not return or submit your proxy or vote at the AGM special meeting as provided in this joint proxy statement/prospectus, the effect will be the same as a vote “AGAINST” the AGM merger agreement proposal and the AGM charter amendment proposal, but your failure to return or submit your proxy or vote at the AGM special meeting will have no effect on the AGM adjournment proposal. The AGM board of directors unanimously recommends that you vote “FOR” the AGM merger agreement proposal, “FOR” the AGM charter amendment proposal and “FOR” the AGM adjournment proposal.

For the holders of AHL Common Shares and AHL Preferred Shares, whether or not you plan to attend the AHL special meeting, please take the time to complete, date, sign and return the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or through the Internet. We ask that you do so as promptly as possible to ensure that your shares may be represented and voted at the AHL special meeting. If you do not return or submit your proxy or vote at the AHL special meeting as provided in this joint proxy statement/prospectus, it will not have the effect of a vote “FOR” or “AGAINST” the AHL merger agreement proposal, the AHL adjournment proposal or the AHL non-binding compensation advisory proposal, but will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting. The AHL board of directors (other than Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM) and the AHL special committee unanimously recommend that you vote “FOR” the AHL merger agreement proposal, “FOR” the AHL non-binding compensation advisory proposal and “FOR” the AHL adjournment proposal.

 

Q:

What will I receive if the mergers are completed?

 

A:

If the mergers are completed, (A) each of your issued and outstanding Class A common shares of AHL, par value $0.001 per share (“AHL Common Shares”) will be converted automatically into the right to receive 1.149 (the “exchange ratio”) duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $0.00001 per share, of HoldCo (the “HoldCo Shares”) and any cash paid in lieu of fractional HoldCo Shares, and (B) each of your issued and outstanding shares of Class A common stock, par value $0.00001 per share, of AGM (the “AGM Class A Shares”) will be converted automatically into one HoldCo Share.

 

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Note that, upon the terms and subject to the conditions of the AGM charter amendment, each outstanding unit in the Apollo Operating Group (as defined in AGM’s certificate of incorporation) (the “AOG units”), other than those held indirectly by AGM and those held indirectly by AHL, will be exchanged prior to or concurrent with the closing of the transactions contemplated by the merger agreement into one AGM Class A Share, which will automatically be converted into one HoldCo Share at the closing of the AGM Merger. At the closing of the mergers, it is intended that the AOG units held by subsidiaries of AHL will be exchanged for HoldCo Shares on a one-for-one basis.

Following the mergers, each of the issued and outstanding shares of AGM preferred stock will remain issued and outstanding as preferred stock of AGM. In the AHL Merger, each of the issued and outstanding AHL Preferred Shares, shall under applicable Bermuda law automatically become an equivalent preferred share of AHL, the surviving company in the AHL Merger. These preferred shares shall be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and qualifications, limitations and restrictions set forth in the existing certificates of designations relating to the respective series of AHL Preferred Shares and will continue in effect the AHL Preferred Shares. As a holder of AHL Preferred Shares, you will not receive anything different if the mergers are completed as the AHL Preferred Shares were issued to a depositary and holders who hold interests in the AHL Preferred Shares hold such interests in the form of depositary shares that evidence such interests and such depositary shares will not be varied in any way if the mergers are completed.

The market value of the consideration will fluctuate with the price of the AGM Class A Shares. Based on the closing price of the AGM Class A Shares on March 5, 2021, the last trading day before the public announcement of the signing of the merger agreement, the value of the per share merger consideration payable to holders of AHL Common Shares upon completion of the merger was approximately $56.94. Based on the closing price of the AGM Class A Shares on June 29, 2021, the last practicable date before the date of this joint proxy statement/prospectus, the value of the merger consideration payable to holders of AHL Common Shares upon completion of the merger was approximately $10,425 million. The holders of AHL Common Shares and AHL Preferred Shares should obtain current stock price quotations for the AGM Class A Shares and the AHL Common Shares. The AGM Class A Shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “APO,” and the AHL Common Shares are listed on the NYSE under the symbol “ATH.” After completion of the transactions contemplated by the merger agreement, HoldCo will be the parent entity of AGM and AHL and successor corporation to AGM, and will be renamed Apollo Global Management, Inc. The HoldCo Shares will be listed on the NYSE under the symbol “APO.”

For more information regarding the merger consideration, see the section of this joint proxy statement/prospectus titled “The Mergers—Merger Consideration” beginning on page 101.

 

Q:

Will AGM equity awards be affected by the mergers?

 

A:

Prior to the effective time of the AGM Merger, AGM’s board (or, if appropriate, any duly-authorized committee administering AGM’s equity incentive plans) will adopt such resolutions and take such other actions to adjust the terms of all AGM equity awards to provide that, immediately following the effective time of the AGM Merger:

 

  •  

each outstanding option to acquire AGM Class A Shares (an “AGM Option”), whether vested or unvested, will be converted into an option to purchase a number of HoldCo Shares (a “HoldCo Option”) equal to the number of AGM Class A Shares subject to such AGM Option immediately prior to the effective time of the AGM Merger, with an exercise price equal to the exercise price of such AGM Option. Each such HoldCo Option will otherwise be subject to the same terms and conditions as were applicable under the related AGM Option immediately prior to the effective time of the AGM Merger (including, for the avoidance of doubt, the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo Options through net settlement);

 

  •  

each outstanding award of restricted (including transfer-restricted) AGM Class A Shares (an “AGM RSA”) that is subject solely to time-based vesting requirements and not performance-based vesting requirements (an “AGM Fixed RSA”) and each outstanding AGM RSA that is not an AGM Fixed RSA

 

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(an “AGM Performance RSA”) will be converted into a number of restricted HoldCo Shares (“HoldCo RSAs”) equal to the number of AGM Class A Shares subject to such AGM RSA immediately prior to the effective time of the AGM Merger. Each such HoldCo RSA will otherwise be subject to the same terms and conditions as were applicable under the related AGM RSA immediately prior to the effective time of the AGM Merger (including with respect to any dividends accrued thereunder, any performance-based vesting requirements applicable to an AGM Performance RSA immediately prior to the effective time of the AGM Merger, and the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo RSAs through net settlement); and

 

  •  

each outstanding right to obtain the value of an AGM Class A Share (either in the form of an AGM Class A Share, cash, other property or a combination thereof) (an “AGM RSU”) that is subject solely to time-based vesting requirements and not performance-based vesting requirements (an “AGM Fixed RSU”) and each AGM RSU that is not an AGM Fixed RSU (an “AGM Performance RSU”) will be converted into a restricted share unit with respect to a number of HoldCo Shares (“HoldCo RSUs”) equal to the number of AGM Class A Shares subject to such AGM RSU immediately prior to the effective time of the AGM Merger. Each such HoldCo RSU will otherwise be subject to the same terms and conditions as were applicable under the related AGM RSU immediately prior to the effective time of the AGM Merger (including with respect to any dividend equivalents accrued thereunder, any performance-based vesting requirements applicable to an AGM Performance RSA immediately prior to the effective time of the AGM Merger, and the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo RSUs through net settlement).

 

Q:

Will AHL equity awards be affected by the mergers?

 

A:

Prior to the effective time of the AHL Merger, the board of directors of AHL (or, if appropriate, any duly-authorized committee administering AHL’s share incentive plans) will adopt such resolutions and take such other actions to adjust the terms of all AHL equity awards to provide that, immediately following the effective time of the AHL Merger:

 

  •  

each outstanding option to acquire AHL Common Shares (an “AHL Option”), whether vested or unvested, will be converted into a number of HoldCo Options (rounded down to the nearest whole HoldCo Share) equal to the product of (i) the exchange ratio multiplied by (ii) the number of AHL Common Shares subject to such AHL Option immediately prior to the effective time of the AHL Merger (rounded down to the nearest whole share), with an exercise price equal to the quotient of (x) the exercise price of such AHL Option divided by (y) the exchange ratio (rounded up to the nearest whole cent). Each such HoldCo Option will otherwise be subject to the same terms and conditions as were applicable under the related AHL Option immediately prior to the effective time of the AHL Merger (including with respect to the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo Options through net settlement, and any accelerated vesting in connection with a termination of service);

 

  •  

each outstanding award of restricted AHL Common Shares (an “AHL RSA”) that is subject solely to time-based vesting requirements and not performance-based vesting requirements (an “AHL Fixed RSA”), except for AHL Fixed RSAs held by a non-employee director of AHL, and each AHL RSA that is not an AHL Fixed RSA (an “AHL Variable RSA”), will be converted into a number of HoldCo RSAs (rounded down to the nearest whole HoldCo Share) equal to (i) the exchange ratio multiplied by (ii) the number of AHL Common Shares subject to such AHL RSA immediately prior to the effective time of the AHL Merger; provided, that in the case of any AHL Variable RSA, (A) for purposes of clause (ii) above, the number of AHL Common Shares in respect of such AHL Variable RSA immediately prior to the effective time of the AHL Merger will be based on the applicable target level of performance and (B) the HoldCo RSAs will be subject only to the time vesting conditions that applied to the AHL Variable RSA and will vest at the end of the applicable performance period. Each such HoldCo RSA will otherwise be subject to the same terms and conditions as were applicable under

 

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the related AHL RSA immediately prior to the effective time of the AHL Merger (including with respect to the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo RSAs through net settlement, any dividends accrued thereunder, and any accelerated vesting in connection with a termination of service);

 

  •  

each outstanding right to obtain the value of an AHL Common Share (either in the form of an AHL Common Share, cash, other property or a combination thereof) (an “AHL RSU”) that is subject solely to time-based vesting requirements and not performance-based vesting requirements (an “AHL Fixed RSU”) and each AHL RSU that is not an AHL Fixed RSU (an “AHL Variable RSU”), will be converted into a number of HoldCo RSUs (rounded down to the nearest whole HoldCo Share) equal to (i) the exchange ratio multiplied by (ii) the number of AHL Common Shares subject to such AHL RSU immediately prior to the effective time of the AHL Merger; provided, that in the case of any AHL Variable RSU, (A) for purposes of clause (ii) above, the number of AHL Common Shares in respect of such AHL Variable RSU immediately prior to the effective time of the AHL Merger will be based on the applicable target level of performance and (B) the HoldCo RSUs will be subject only to the time vesting conditions that applied to the AHL Variable RSU and will vest at the end of the applicable performance period. Each such HoldCo RSU will otherwise be subject to the same terms and conditions as were applicable under the related AHL RSU immediately prior to the effective time of the AHL Merger (including with respect to any dividend equivalents accrued thereunder, any accelerated vesting in connection with a termination of service, and the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo RSUs through net settlement); and

 

  •  

each AHL Fixed RSA granted to a non-employee director of AHL, by virtue of the occurrence of the AHL Merger, and without any action on the part of the holder thereof, will vest upon the effective time of the AHL Merger.

 

Q:

How does the board of directors of AGM recommend that I vote at the AGM special meeting?

 

A:

The AGM board of directors unanimously recommends that you vote “FOR” the AGM merger agreement proposal, “FOR” the AGM charter amendment proposal and “FOR” the AGM adjournment proposal.

In considering the recommendations of the AGM board of directors, AGM stockholders should be aware that AGM’s directors and executive officers have interests in the mergers that are different from, or in addition to, their interests as AGM stockholders. For a more complete description of these interests, see the information provided in the section of this joint proxy statement/prospectus titled “Interests of AGM’s Directors and Executive Officers in the Transactions” beginning on page 166.

 

Q:

How does the board of directors of AHL recommend that I vote at the AHL special meeting?

 

A:

The AHL board of directors (other than Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM) and the AHL special committee, unanimously recommend that you vote “FOR” the AHL merger agreement proposal, “FOR” the AHL non-binding compensation advisory proposal and “FOR” the AHL adjournment proposal.

In considering the recommendations of the AHL board of directors, holders of AHL Common Shares and AHL Preferred Shares should be aware that the AHL directors and executive officers have interests in the mergers that are different from, or in addition to, their interests as holders of AHL Common Shares and AHL Preferred Shares. For a more complete description of these interests, see the information provided in the section of this joint proxy statement/prospectus titled “The Mergers—Interests of AHL’s Directors and Executive Officers in the Transactions” beginning on page 168.

 

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Q:

Who is entitled to vote at the AGM special meeting?

 

A:

Only holders of record of issued and outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share as of the close of business on                ,             , the record date for the AGM special meeting, are entitled to vote at, and only the holders of AGM’s outstanding shares of capital stock as of such record date are entitled to notice of the AGM special meeting or any adjournment or postponement of the AGM special meeting. Virtual attendance at the AGM special meeting is not required to have your shares voted at the AGM special meeting. See below and the section of this joint proxy statement/prospectus titled “The AGM Special General Meeting—Methods of Voting” beginning on page 80 for instructions on how to submit a proxy to vote your shares without attending the AGM special meeting. In addition, the stockholder list will be available for inspection during the AGM special meeting at                .

 

Q:

Who is entitled to vote at the AHL special meeting?

 

A:

Only holders of record of AHL Common Shares and AHL Preferred Shares at the close of business on                ,             , are entitled to notice of and to vote at the AHL special meeting and any adjournments or postponements thereof in respect of the AHL merger agreement proposal. Only holders of record of AHL Common Shares at the close of business on                ,              are entitled to notice of and to vote at the AHL special meeting and any adjournments or postponements thereof in respect of the AHL non-binding compensation advisory proposal. Virtual attendance at the AHL special meeting is not required to vote. See below and the section of this joint proxy statement/prospectus titled “The AHL Special Meeting—Methods of Voting” beginning on page 93 for instructions on how to vote your shares without attending the AHL special meeting. In addition, the shareholder list will be available for inspection during the AHL special meeting at                .

 

Q:

What is a proxy?

 

A:

A proxy is a stockholder’s or shareholder’s, as applicable, legal designation of another person, which is referred to as a “proxy”, to vote stock or shares of such stockholder’s stock at a stockholder meeting or shares of such shareholder at a shareholder meeting. The document used to designate a proxy to vote your shares of AGM common stock, AHL Common Shares or AHL Preferred Shares, as applicable, is referred to as a “proxy card.”

 

Q:

How many votes do I have for the AGM special meeting?

 

A:

AGM stockholders may cast one vote for each AGM Class A Share that AGM stockholders hold as of that record date. As of the close of business on the record date, there were                outstanding AGM Class A Shares, one outstanding AGM Class B share and one outstanding AGM Class C Share.

As of June 25, 2021, the AGM Class A Shares and the AGM Class B Share represented 53.4% and 46.6%, respectively, of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on the AGM merger agreement proposal, voting together as a single class.

As of June 25, 2021, the AGM Class A Shares, the AGM Class B Share and the AGM Class C Share represented 9.2%, 8.0% and 82.8%, respectively, of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class.

 

Q:

How many votes do I have for the AHL special meeting?

 

A:

Subject to the adjustments set forth in the AHL bye-laws, holders of AHL Common Shares and AHL Preferred Shares may cast one vote for each AHL Common Share and each AHL Preferred Share that holders of AHL Common Shares and AHL Preferred Shares owned as of the record date, in respect of the

 

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  AHL merger agreement proposal and the AHL adjournment proposal. In connection with the AHL merger agreement proposal, subject to the adjustments set forth in AHL bye-law 4.3, the AHL Preferred Shares together with all Restricted Common Shares (as defined in the AHL bye-laws) shall, in the aggregate, represent 0.1% of the total votes attributable to all AHL Common Shares that are issued and outstanding (such voting power allocated equally among such Restricted Common Shares and AHL Preferred Shares).

In connection with the AHL non-binding compensation advisory proposal, holders of AHL Common Shares may cast one vote for each AHL Common Share owned as of the record date. AHL Preferred Shares do not entitle the holder to vote in respect of the AHL non-binding compensation advisory proposal.

As of June 25, 2021, there were 191,912,454 outstanding AHL Common Shares and 95,300 outstanding AHL Preferred Shares.

See the section of this joint proxy statement/prospectus titled “The AHL Special General Meeting— Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89 for a more detailed discussion of the voting rights of AHL Common Shares and AHL Preferred Shares.

 

Q:

What constitutes a quorum for the AGM special meeting?

 

A:

The holders of a majority in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on the AGM merger agreement proposal at the AGM special meeting, voting together as a single class must be represented at the AGM special meeting in person or by proxy in order to constitute a quorum for the vote on the AGM merger agreement proposal.

The holders of a majority in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal at the AGM special meeting, voting together as a single class, and including the presence of the holder of the AGM Class B Share, must be represented at the AGM special meeting in person or by proxy in order to constitute a quorum for the vote on the AGM charter amendment proposal.

Virtual attendance at the AGM special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the AGM special meeting. Abstentions are considered present for purposes of establishing a quorum. Because none of the proposals to be voted on at the AGM special meeting are “routine” matters for which brokers may have discretionary authority to vote, we do not expect any broker non-votes at the AGM special meeting. Thus, if your shares are held in the name of a bank, broker or other nominee and you do not obtain a proxy to vote such shares at the AGM special meeting or provide voting instructions with respect to such shares, they will not be deemed present at the AGM special meeting for purposes of establishing a quorum.

 

Q:

What constitutes a quorum for the AHL special meeting?

 

A:

In respect of the AHL merger agreement proposal, two persons at least holding or representing by proxy more than one-third of the issued AHL Common Shares and AHL Preferred Shares must be present in order to constitute a quorum at the AHL special meeting.

In respect of the AHL adjournment proposal, the holders of a majority in voting power of the outstanding AHL Common Shares and AHL Preferred Shares entitled to vote at the AHL special meeting (taking into account the adjustments set forth in AHL bye-law 4.3 as described in the section of this joint proxy statement/prospectus titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89) must be represented at the AHL special meeting (in person or by proxy) in order to constitute a quorum at the AHL special meeting.

In respect of the AHL non-binding compensation advisory proposal, the holders of a majority in voting power of the outstanding AHL Common Shares entitled to vote at the meeting, must be represented at the AHL special meeting in person or by proxy in order to constitute a quorum at the AHL special meeting.

 

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Virtual attendance at the AHL special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the AHL special meeting. Abstentions are considered present for purposes of establishing a quorum. Because none of the proposals to be voted on at the AHL special meeting are “routine” matters for which brokers may have discretionary authority to vote, we do not expect any broker non-votes at the AHL special meeting. Thus, if your shares are held in the name of a bank, broker or other nominee and you do not obtain a proxy to vote such shares at the AHL special meeting or provide voting instructions with respect to such shares, they will not be deemed present at the AHL special meeting for purposes of establishing a quorum.

 

Q:

What will happen to AGM and AHL as a result of the mergers?

 

A:

Upon the completion of the transactions contemplated by the merger agreement, AGM and AHL will each become wholly-owned direct subsidiaries of HoldCo. Upon the completion of the AGM Merger, the AGM Class A Shares will be delisted from the NYSE and subsequently deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in accordance with applicable securities laws. Upon the completion of the AHL Merger, the AHL Common Shares will be delisted from the NYSE and subsequently deregistered under the Exchange Act in accordance with applicable securities laws.

Following the mergers, each of the issued and outstanding shares of AGM preferred stock will remain issued and outstanding as preferred stock of AGM and each of the issued and outstanding AHL Preferred Shares, shall under applicable Bermuda law automatically become an equivalent preferred share of AHL, the surviving company in the AHL Merger. These preferred shares shall be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and qualifications, limitations and restrictions set forth in the existing certificates of designations relating to the respective series of AHL Preferred Shares and will continue in effect the AHL Preferred Shares. As a holder of AHL Preferred Shares, you will not receive anything different if the mergers are completed as the AHL Preferred Shares were issued to a depositary and holders who hold interests in the AHL Preferred automatically become Shares hold such interests in the form of depositary shares that evidence such interests and such depositary shares will not be varied in any way if the mergers are completed. As a result, each of AGM and AHL will continue to have independent reporting obligations under the Exchange Act.

 

Q:

Where will the common stock of HoldCo that I receive in the merger be publicly traded?

 

A:

The HoldCo Shares to be issued in the mergers will be listed for trading on the NYSE under the ticker symbol “APO.”

 

Q:

What happens if the mergers are not completed?

 

A:

If the AGM merger agreement proposal is not adopted by AGM stockholders and if the AHL Merger and the merger agreement proposal is not approved by the holders of AHL Common Shares and AHL Preferred Shares, or if the mergers are not completed for any other reason, AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares will not receive any merger consideration in connection with the mergers. Instead, AGM and AHL will each remain an independent public company. If the merger agreement is terminated under specified circumstances, AGM will be obligated to pay AHL a cash termination fee of $81,900,000. See the section of this joint proxy statement/prospectus titled “The Merger Agreement—Expenses and Termination Fee” beginning on page 196 for a more detailed discussion of the termination fee.

 

Q:

What happens if the AGM charter amendment proposal is approved but the AGM merger agreement proposal is not approved?

 

A:

The approval of the AGM charter amendment proposal would allow AGM to implement its previously announced corporate governance updates. The approval of the AGM charter amendment proposal, and the

 

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  implementation of the corporate governance updates, are not conditioned on the approval of the AGM merger agreement proposal and, vice versa, the approval of the AGM merger agreement proposal is not conditioned on the approval of the AGM charter amendment proposal. If the AGM stockholders do not approve the AGM merger agreement proposal or the holders of AHL Common Shares and AHL Preferred Shares do not approve the AHL merger agreement proposal or the mergers are otherwise not consummated, but the AGM stockholders approve the AGM charter amendment proposal, (x) the corporate governance changes contemplated in the AGM charter amendment will be implemented at AGM, and (y) AGM and AHL will not consummate the mergers. Alternatively, if the AGM stockholders approve the AGM merger agreement proposal and the holders of AHL Common Shares and AHL Preferred Shares approve the AHL merger agreement proposal and the mergers are consummated, upon the closing of the mergers, the corporate governance updates will be implemented at, and will affect the corporate governance of, HoldCo and will not be implemented at AGM, which will become a wholly-owned subsidiary of HoldCo. The certificate of incorporation and bylaws of HoldCo that will be in effect following the consummation of the mergers and give effect to the corporate governance updates are attached as Annex D and Annex E, respectively, to this joint proxy statement/prospectus.

 

Q:

What are the corporate governance updates?

 

A:

In connection with the previously announced changes to its corporate governance structure, on March 8, 2021, AGM entered into a binding governance term sheet (the “Term Sheet”) with Leon Black, Marc Rowan and Joshua Harris (collectively, the “Principals”). The Term Sheet sets forth a number of changes to AGM’s governance structure, which are referred to as the “corporate governance updates,” and a timeline for their implementation. Among others, the corporate governance updates provide that the board will use reasonable best efforts to maintain a two-thirds independent board and create a new executive committee of the board, provide each Principal with certain stockholder rights set forth in a stockholder agreement, and eliminate the AGM umbrella partnership C-corporation (the “Up-C”) structure. Implementation of the corporate governance updates remains subject to regulatory approval. See the section of this joint proxy statement/prospectus titled “Corporate Governance Updates” beginning on page 212.

 

Q:

What is a “broker non-vote”?

 

A:

Under NYSE rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently scheduled for consideration at the AGM special meeting and the AHL special meeting are “non-routine” matters.

Generally, a broker non-vote occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because none of the proposals to be voted on at the AGM special meeting or the AHL special meeting are “routine” matters for which brokers may have discretionary authority to vote, AGM and AHL do not expect any broker non-votes at the AGM special meeting or the AHL special meeting, respectively.

 

Q:

What stockholder vote is required for the approval of each proposal at the AGM special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the AGM special meeting?

 

A:

AGM Proposal 1: the AGM Merger Agreement Proposal. Assuming a quorum is present at the AGM special meeting, the approval of the AGM merger agreement proposal requires (a) the consent of the holder of the

 

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  AGM Class C Share, which was delivered on March 7, 2021 and (b) the affirmative vote at the AGM special meeting of the holders of a majority in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on such proposal, voting together as a single class. As of June 25, 2021, the AGM Class A Shares and the AGM Class B Share represented 53.4% and 46.6%, respectively, of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class. As of June 25, 2021, the Principals, who have agreed to vote in favor of the AGM merger agreement, as described in the section of this joint proxy statement/prospectus titled “The Voting Agreements—Principals Voting Agreement” beginning on page 208, held approximately 50.0% of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class (or 58.1% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy). A failure to vote, a failure to provide instructions with respect to your shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the AGM merger agreement proposal.

AGM Proposal 2: the AGM Charter Amendment Proposal. Assuming a quorum is present at the AGM special meeting, the approval of the AGM charter amendment proposal requires (a) the consent of the holder of the AGM Class C Share, which was delivered on                ,             , (b) the affirmative vote at the AGM special meeting of the holder of the outstanding AGM Class B Share and (c) the affirmative vote of the holders of a majority in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on such proposal, voting together as a single class. As of June 25, 2021, the AGM Class A Shares, the AGM Class B Share and the AGM Class C Share represented 9.2%, 8.0% and 82.8%, respectively, of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class. As of June 25, 2021, the Principals, who have agreed to use reasonable best efforts to take all actions necessary to give effect to the corporate governance updates as described in the section of this joint proxy statement/prospectus titled “Corporate Governance Updates” beginning on page 212, held 91.4% of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class (or 92.8% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy). As a result, the AGM charter amendment proposal is expected to be approved at the AGM special meeting. A failure to vote, failure to provide instructions with respect to your shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the AGM charter amendment proposal.

AGM Proposal 3: the AGM Adjournment Proposal. Whether or not there is a quorum present at the AGM special meeting, approval of the AGM adjournment proposal requires the affirmative vote of the holders of a majority in voting power of the shares of AGM common stock present in person or represented by proxy at the AGM special meeting and entitled to vote thereon. A stockholder’s (i) abstention on the AGM adjournment proposal or (ii) failure to vote on the AGM adjournment proposal while also attending the AGM special meeting or voting on one or more of the other proposals to come before the AGM special meeting will have the same effect as a vote “AGAINST” the AGM adjournment proposal. However, (i) the failure to attend the AGM special meeting and failure to vote on any of the proposals to be brought before the AGM special meeting or (ii) failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the proposal.

 

Q:

What shareholder vote is required for the approval of each proposal at the AHL special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the AHL special meeting?

 

A:

AHL Proposal 1: the AHL Merger Agreement Proposal. Assuming a quorum is present at the AHL special meeting, the AHL merger agreement proposal requires the affirmative vote (in person or by proxy) of a majority of the Total Voting Power (as defined in the AHL bye-laws) voting at the AHL special meeting in favor of the approval of the AHL merger agreement proposal. A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL merger agreement proposal, but will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting.

 

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AHL Proposal 2: the AHL Adjournment Proposal. Assuming a quorum is present at the AHL special meeting, the AHL adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the Total Voting Power voting at the AHL special meeting in favor of the approval of the AHL adjournment proposal. A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL adjournment proposal, but will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting.

AHL Proposal 3: the AHL Non-Binding Compensation Advisory Proposal. Assuming a quorum is present at the AHL special meeting, the AHL non-binding compensation advisory proposal requires the affirmative vote (in person or by proxy) of the Total Voting Power in favor of the approval of the AHL non-binding compensation advisory proposal. A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL non-binding compensation advisory proposal, but will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting.

 

Q:

What if I hold shares in both AGM and AHL?

 

A:

If you are both an AGM stockholder and an AHL shareholder, you will receive two separate packages of proxy materials. A vote cast as an AGM stockholder will not count as a vote cast as an AHL shareholder, and a vote cast as an AHL shareholder will not count as a vote cast as an AGM stockholder. Therefore, please submit separate proxies for your shares of AGM common stock and your AHL Common Shares and AHL Preferred Shares.

 

Q:

How do I vote?

 

A:

Record Holders. Shares held directly in your name as the stockholder of record of AGM or the shareholder of record of AHL, as applicable, may be voted in one of the following ways:

 

  •  

By Internet: Through the Internet by logging onto the website indicated on the enclosed proxy card and following the prompts using the control number located on the proxy card.

 

  •  

By Telephone: By calling (from the United States, Puerto Rico and Canada) using the toll-free telephone number listed on the enclosed proxy card.

 

  •  

By Mail: By completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

  •  

Voting Virtually at the AGM Special Meeting or the AHL Special Meeting, as applicable: Shares held directly in your name as stockholder of record of AGM may be voted virtually at the AGM special meeting and shares held directly in your name as shareholder of record of AHL may be voted virtually at the AHL special meeting.

Shares in “street name.” If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions you receive from your bank, broker or other nominee on how to vote your shares. Registered stockholders (and their duly authorized proxies) who attend the AGM special meeting and registered shareholders who attend the AHL special meeting may vote their shares personally even if they previously have submitted a proxy to vote their shares.

Even if you plan to attend the AGM special meeting or the AHL special meeting, as applicable, AGM and AHL recommend that you submit a proxy to vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective meeting.

Additional information on attending the special meetings can be found under the section of this joint proxy statement/prospectus titled “The AGM Special Meeting” beginning on page 76 and under the section of this joint proxy statement/prospectus titled “The AHL Special General Meeting” beginning on page 88.

 

Q:

How do I ask questions at my respective special meeting?

 

A:

The AGM special meeting allows stockholders to submit questions during the AGM special meeting in the question box provided at                . AGM will respond to as many inquiries at the AGM special meeting as time allows.

 

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The AHL special meeting allows shareholders to submit questions prior to and during the AHL special meeting in the question box provided at                . AHL will respond to as many inquiries at the AHL special meeting as time allows.

 

Q:

What if during the check-in time or during the respective special meeting I have technical difficulties or trouble accessing the virtual meeting website?

 

A:

AGM and AHL will each have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website log-in page at                for the AGM special meeting and                for the AHL special meeting.

 

Q:

How can I vote my shares without attending my respective special meeting?

 

A:

Whether you hold your shares directly as the stockholder of record of AGM or the shareholder of record of AHL or beneficially in “street name,” you may direct your vote by proxy without attending the AGM special meeting or the AHL special meeting, as applicable. You can submit a proxy to vote over the Internet, or by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

Additional information on voting procedures can be found under the section of this joint proxy statement/prospectus titled “The AGM Special Meeting” beginning on page 76 and under the section of this joint proxy statement/prospectus titled “The AHL Special General Meeting” beginning on page 88.

 

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?

 

A:

If your shares of common stock of AGM are registered directly in your name with American Stock Transfer & Trust Company, LLC, which is referred to as “American Stock”, the transfer agent of AGM, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote, or to grant a proxy to vote your shares directly to representatives of AGM or to a third party to vote your shares, at the AGM special meeting.

If your shares of AHL are registered directly in your name with Computershare Trust Company, N.A., which is referred to as “Computershare”, the transfer agent of AHL, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to vote, or to grant a proxy for your vote directly to AHL, as applicable, or to a third party to vote, at the AHL special meeting.

If your shares of AGM or AHL are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the stockholder of record with respect to those shares. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the AGM special meeting or the AHL special meeting, as applicable, however, you may not vote these shares through the Internet during the respective special meetings at                or                , as applicable, unless you obtain a signed legal proxy, executed in your favor, from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the applicable special meeting.

 

Q:

If my shares of AGM or AHL are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

 

A:

No. Your bank, broker or other nominee will only be permitted to vote your shares of AGM or AHL, as applicable, if you instruct your bank, broker or other nominee how to vote. You should follow the

 

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  procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under the rules of the NYSE, banks, brokers and other nominees who hold shares of AGM or AHL, as applicable, in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which includes all the proposals currently scheduled to be considered and voted on at each of the AGM and AHL special meetings. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

For AGM stockholders, whether or not you plan to attend the AGM special meeting, please take the time to complete, date, sign and return the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or through the Internet. We ask that you do so as promptly as possible to ensure that your shares of AGM common stock may be represented and voted at the AGM special meeting. The effect of not instructing your bank, broker or other nominee how you wish to vote your shares will be the same as a vote “AGAINST” the AGM merger agreement proposal and the AGM charter amendment proposal, but will not be counted as “FOR” or “AGAINST” and will have no effect on the AGM adjournment proposal and will not be counted as present for purposes of establishing a quorum at the AGM special meeting.

For holders of AHL Common Shares and AHL Preferred Shares, whether or not you plan to attend the AHL special meeting, please take the time to complete, date, sign and return the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or through the Internet. We ask that you do so as promptly as possible to ensure that your AHL Common Shares and AHL Preferred Shares may be represented and voted at the AHL special meeting. The effect of not instructing your bank, broker or other nominee how you wish to vote your shares will not have the effect of a vote “FOR” or “AGAINST” the AHL merger agreement proposal, the AHL adjournment proposal and the AHL non-binding compensation advisory proposal, but will reduce the number of votes cast and therefore increase the relative influence of the shareholders voting.

 

Q:

What should I do if I receive more than one set of voting materials for the same special meeting?

 

A:

If you hold shares of AGM or AHL in “street name” and also directly in your name as a stockholder of record or otherwise or if you hold shares of AGM or AHL in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or submit a proxy to cast your vote by telephone or Internet as provided on each proxy card or attend the applicable special meeting and vote your shares directly at such meeting) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of AGM or AHL are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to vote your shares.

 

Q:

If a stockholder or a shareholder gives a proxy, how are the shares of AGM or AHL voted?

 

A:

Regardless of the method you choose to submit a proxy to vote your shares, the individuals named on the enclosed proxy card will vote your shares of AGM or AHL, as applicable, in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of AGM or AHL, as applicable, should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the respective special meeting.

 

Q:

How will my shares of AGM be voted if I return a blank proxy?

 

A:

If you sign, date and return your proxy and do not indicate how you want your shares of AGM common stock to be voted, then your shares of AGM common stock will be voted “FOR” the AGM merger

 

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  agreement proposal, “FOR” the AGM charter amendment proposal and “FOR” the AGM adjournment proposal.

 

Q:

How will my shares of AHL be voted if I return a blank proxy?

 

A:

If you sign, date and return your proxy and do not indicate how you want your shares of AHL to be voted, then your shares of AHL will be voted “FOR” the AHL merger agreement proposal, “FOR” the AHL non-binding compensation advisory proposal (if you hold AHL Common Shares) and “FOR” the AHL adjournment proposal.

 

Q:

Can I change my vote after I have submitted my proxy?

 

A:

Any stockholder of AGM and shareholder of AHL, as applicable, giving a proxy has the right to revoke it before the proxy is voted at the applicable special meeting by any of the following:

 

  •  

subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) that is received by the deadline specified on the accompanying proxy card;

 

  •  

giving written notice of your revocation to the AGM secretary or AHL secretary, as applicable; or

 

  •  

you can virtually attend the applicable special meeting and vote through the Internet at the applicable special meeting by visiting                and                , for AGM and AHL respectively. To attend the meeting and vote, you will need the 16-digit control number included in your proxy card, and if you hold in “street name” you will need a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares at the applicable special meeting. Simply attending the meeting will not, by itself, revoke your proxy.

Execution or revocation of a proxy will not in any way affect your right to attend the applicable special meeting and vote. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed:

 

if you are an AGM stockholder:

Apollo Global Management, Inc.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

Attention: Secretary

  

if you are an AHL shareholder:

Athene Holding Ltd.

Second Floor, Washington House,

16 Church Street,

Hamilton HM 11, Bermuda

Telephone: (441) 279-8400

Attention: Secretary

 

Q:

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

 

A:

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

 

Q:

Where can I find the voting results of the special meetings?

 

A:

The preliminary voting results for each special meeting will be announced at that special meeting. In addition, within four business days following certification of the final voting results, each of AGM and AHL intends to file the final voting results of its respective special meeting with the SEC on a Current Report on Form 8-K.

 

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Q:

If I do not favor the transactions contemplated by the merger agreement what are my rights?

 

A:

Holders of AGM Class A Shares who dissent to the AGM Merger will not have rights to an appraisal of the fair value of their shares. Under the DGCL, appraisal rights are generally not available for the shares of any class or series listed on a national securities exchange or held of record by more than 2,000 holders if the holders thereof are required by the terms of an agreement of merger or consolidation to accept shares of stock of any other corporation that at the effective date of the merger will be either listed on a national securities exchange or held of record by more than 2,000 holders. The AGM Class A Shares are listed on the NYSE as of the record date, and holders of the AGM Class A Shares will receive HoldCo Shares pursuant to the merger agreement. The merger agreement provides that HoldCo and AGM shall use reasonable best efforts to cause the HoldCo Shares to be issued in the mergers to be approved for listing on the NYSE, subject to official notice of issuance, prior to the closing of the mergers.

Holders of AHL Common Shares or AHL Preferred Shares who do not vote in favor of the AHL merger agreement proposal and who are not satisfied that they have been offered fair value for their shares, may within one month of notice of the AHL special meeting to approve the AHL merger agreement proposal, apply to the Supreme Court of Bermuda (the “Bermuda Court”) to appraise the fair value of their shares. For a more complete description of the available appraisal rights of holders of AHL Common Shares and AHL Preferred Shares, see the section of this joint proxy statement/prospectus titled “Appraisal Rights” beginning on page 179.

Additionally, if AGM stockholders are not in favor of the transactions contemplated by the merger agreement, they may vote against the AGM merger agreement proposal, and if holders of AHL Common Shares and AHL Preferred Shares are not in favor of the transactions contemplated by the merger agreement they may vote against the AHL merger agreement proposal. Information about how AGM stockholders may vote on the proposals being considered in connection with the transactions contemplated by the merger agreement can be found under the section of this joint proxy statement/prospectus titled “The AGM Special Meeting” beginning on page 76. Information about how holders of AHL Common Shares and AHL Preferred Shares may vote on the proposals being considered in connection with the transactions contemplated by the merger agreement can be found under the section of this joint proxy statement/prospectus titled “The AHL Special General Meeting” beginning on page 88.

 

Q:

Are there any risks that I should consider in deciding whether to vote for the approval of the AGM merger agreement proposal, the approval of the AGM charter amendment proposal or the AHL merger agreement proposal?

 

A:

Yes. You should read and carefully consider the risk factors set forth in the section of this joint proxy statement/prospectus titled “Risk Factors” beginning on page 49. You also should read and carefully consider the risk factors of AGM and AHL contained in the documents that are incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

 

Q:

What happens if I sell my shares of AGM or AHL before the respective special meeting?

 

A:

The record date for AGM stockholders entitled to vote at the AGM special meeting is earlier than the date of the AGM special meeting, and the record date for holders of AHL Common Shares and AHL Preferred Shares entitled to vote at the AHL special meeting is earlier than the date of the AHL special meeting. If you transfer your shares of AGM common stock or AHL Common Shares after the respective record date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

 

Q:

Who will solicit and pay the cost of soliciting proxies?

 

A:

AGM has engaged                , which is referred to as                , to assist in the solicitation of proxies for the AGM special meeting. AGM estimates that it will pay                a fee of approximately $                plus costs

 

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  and expenses. AGM has agreed to indemnify                against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

AHL has engaged                , which is referred to as                , to assist in the solicitation of proxies for the AHL special meeting. AHL estimates that it will pay                a fee of approximately $                , plus reimbursement for certain fees and expenses. AHL has agreed to indemnify                against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

AGM and AHL also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of shares of AGM and AHL, respectively. AGM’s directors, officers and employees and AHL’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

What are the United States federal income tax consequences of the transactions contemplated by the merger agreement to AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares?

 

A:

HoldCo, AGM and AHL each intend that, subject to certain limitations and qualifications described in the section of this joint proxy statement/prospectus titled “Material Tax Consequences of the Mergers” beginning on page 335, the mergers, taken together, will qualify as a transaction described in Section 351 of the Code (as defined herein). The obligation of AGM to complete the mergers is conditioned upon the receipt by AGM of an opinion from either Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”) or Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden Arps”), co-counsel to AGM, to the effect that for U.S. federal income tax purposes, the AGM Merger, the AHL Merger and the exchange of the AOG units, taken together, will qualify as a transaction described in Section 351 of the Code. The obligation of AHL to complete the mergers is conditioned upon the receipt by AHL of an opinion from either Latham & Watkins LLP (“Latham”) or Sidley Austin LLP (“Sidley Austin”), co-counsel to AHL, to the effect that for U.S. federal income tax purposes, the AGM Merger, the AHL Merger and the exchange of the AOG units, taken together, will qualify as a transaction described in Section 351 of the Code. If such treatment applies, U.S. Holders (as defined herein) of the AGM Class A Shares and AHL Common Shares will generally not recognize gain or loss upon the exchange of their AGM Class A Shares or AHL Common Shares for HoldCo Shares in the mergers.

You should read the section of this joint proxy statement/prospectus titled “Material Tax Consequences of the Mergers” beginning on page 335 for a more complete discussion of the U.S. federal income tax consequences related to the transactions contemplated by the merger agreement, including a discussion of such consequences to U.S. Holders of AHL Preferred Shares.

 

Q:

When are the transactions contemplated by the merger agreement expected to be completed?

 

A:

Subject to the satisfaction or waiver of the closing conditions described in the section of this joint proxy statement/prospectus titled “The Merger Agreement—Conditions to Completion of the Mergers” beginning on page 182, including the adoption of the merger agreement by AGM stockholders at the AGM special meeting and the approval of the AHL Merger and the approval of the statutory merger agreement by holders of AHL Common Shares and AHL Preferred Shares at the AHL special meeting, the transactions contemplated by the merger agreement are expected to close in January 2022. However, neither AGM nor AHL can predict the actual date on which these transactions will be completed, or if the transactions will be completed at all, because completion is subject to conditions and factors outside the control of both companies. AGM and AHL intend to complete the transactions contemplated by the merger agreement as soon as reasonably practicable. See also the section of this joint proxy statement/prospectus titled “The Merger Agreement—Efforts to Complete the Mergers” beginning on page 193.

 

Q:

What are the conditions to completion of the transactions contemplated by the merger agreement?

 

A:

In addition to the adoption of the merger agreement by AGM stockholders and the adoption of the merger agreement by holders of AHL Common Shares and AHL Preferred Shares, as described above, completion

 

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  of the transactions contemplated by the merger agreement is subject to the satisfaction of a number of other conditions, including, but not limited to (i) the authorizations, consents, orders or approvals of, or declarations or filings with, and the expiration of waiting periods required from, certain governmental authorities having been obtained and being in full force and effect; (ii) there being in effect no injunction, judgment, ruling or law enacted, promulgated, issued, entered, amended or enforced by any governmental authority enjoining, restraining or otherwise making illegal or prohibiting the consummation of the mergers; (iii) the SEC having declared the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, effective under the Securities Act of 1933, as amended (the “Securities Act”), there being no stop order in effect by the SEC suspending the effectiveness of the registration statement and there being no pending proceedings for that purpose; (iv) the representations and warranties of each party in the merger agreement being true and correct, subject to certain specified exceptions and materiality thresholds; (v) there not having been since the date of the merger agreement a material adverse effect on either party; (vi) the other party having performed or complied in all material respects with the obligations required to be performed or complied with by it under the merger agreement at or prior to the effective time of the AGM Merger or the AHL Merger, as applicable, and (vii) each of AGM and AHL having received a written tax opinion from AGM’s counsel and AHL’s counsel, respectively, or a nationally recognized accounting firm or law firm reasonably acceptable to AGM or AHL, as applicable, in form and substance reasonably satisfactory to AGM and AHL, respectively, dated as of the closing date, to the effect that, based on the AGM tax representation letter and the AHL tax representation letter, the mergers and the exchange of AOG units, taken together, will be treated as a transaction described in Section 351 of the Code. In addition, AHL’s obligation to complete the mergers is also subject to the completion, or the completion concurrently with the closing, in all respects of the restructuring involving AGM and its subsidiaries, among others, pursuant to which (i) all AOG units held of record or beneficially by persons other than AGM, AHL and their respective subsidiaries will be exchanged, in a series of steps, for HoldCo Shares or other consideration and (ii) the only outstanding class of common stock outstanding upon consummation of the restructuring shall be the AGM Class A Shares or the HoldCo Shares. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the transactions contemplated by the merger agreement, see the section of this joint proxy statement/prospectus titled “The Merger Agreement—Conditions to Completion of the Mergers” beginning on page 182.

 

Q:

What should I do now?

 

A:

You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit a proxy containing your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.

Please do not submit your stock or share certificates at this time. If the transactions contemplated by the merger agreement are completed, you will receive written instructions for surrendering your stock or share certificates in exchange for HoldCo Shares.

 

Q:

Whom do I contact if I have questions about the AGM special meeting, the AHL special meeting or the transactions contemplated by the merger agreement?

 

A:

If you have questions about the AGM special meeting, the AHL special meeting or the transactions contemplated by the merger agreement, or desire additional copies of this joint proxy statement/prospectus or additional proxies, you may contact:

 

if you are an AGM stockholder:    if you are an AHL shareholder:

Toll-Free:

Call Collect:

  

Toll-Free:

Call Collect:

 

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Q:

Where can I find more information about AGM and AHL?

 

A:

You can find more information about AGM and AHL from various sources described in the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

 

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SUMMARY

This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the special meetings. In addition, we incorporate by reference important business and financial information about AGM and AHL into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

The Parties to the Mergers (pages 73 to 75)

Tango Holdings, Inc.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

HoldCo is a corporation incorporated in the State of Delaware. To date, HoldCo has not conducted any activities other than those incident to its formation, the execution of the merger agreement, the preparation of regulatory filings made in connection with the transactions contemplated by the merger agreement and other matters related to such transactions. After completion of the transactions contemplated by the merger agreement, HoldCo will be the parent entity of AGM and AHL and successor corporation to AGM, and will be renamed Apollo Global Management, Inc. The HoldCo Shares will be listed on the NYSE under the symbol “APO.” HoldCo’s principal office is located at 9 West 57th Street, 43rd Floor, New York, New York 10019, and its telephone number is (212) 515-3200.

Apollo Global Management, Inc.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

AGM is a leading global investment manager with assets under management of approximately $461.1 billion as of March 31, 2021 in credit, private equity, and real assets funds.

The AGM Class A Shares are listed on the NYSE under the symbol “APO.” AGM’s Series A preferred stock and Series B preferred stock are listed on the NYSE under the symbols “APO.PRA” and “APO.PRB,” respectively. Upon the completion of the transactions contemplated by the merger agreement, AGM will be renamed                and the AGM Class A Shares will be delisted from the NYSE. Following the mergers, each of the issued and outstanding shares of AGM preferred stock will remain issued and outstanding as preferred stock of AGM. As a result, AGM will continue to have independent reporting obligations under the Exchange Act.

AGM’s principal office is located at 9 West 57th Street, 43rd Floor, New York, New York 10019, and its telephone number is (212) 515-3200.


 

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Athene Holding Ltd.

Second Floor, Washington House,

16 Church Street,

Hamilton HM 11, Bermuda

Telephone: (441) 279-8400

AHL, through its subsidiaries, is a leading retirement services company with total assets of $205.7 billion as of March 31, 2021 and operations in the United States, Bermuda and Canada. AHL specializes in helping its customers achieve financial security and is a solutions provider to institutions.

The AHL Common Shares are listed on the NYSE under the symbol “ATH.” AHL’s Depositary Shares, each representing a 1/1000th interest in a 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Share, Series A, a 5.625% Fixed Rate Perpetual Non-Cumulative Preference Share, Series B, a 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preference Share, Series C and a 4.875% Fixed Rate Perpetual Non-Cumulative Preference Share, Series D (together, the “AHL Preferred Shares”), are listed on the NYSE under the symbols, “ATHPrA,” “ATHPrB,” “ATHPrC,” and “ATHPrD,” respectively. Following the mergers, each of the issued and outstanding AHL Preferred Shares, shall under applicable Bermuda law automatically become an equivalent preferred share of AHL, the surviving company in the AHL Merger. These preferred shares will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and qualifications, limitation and restrictions set forth in the existing certificates of designations relating to the respective series of AHL Preferred Shares and will continue in effect the AHL Preferred Shares. Holders of AHL Preferred Shares will not receive anything different if the mergers are completed as the AHL Preferred Shares were issued to a depositary and holders who hold interests in the AHL Preferred Shares hold such interests in the form of the Depositary Shares for the relative series of AHL Preferred Shares that evidence such interests and such Depositary Shares will not be varied in any way if the mergers are completed. As a result, AHL will continue to have independent reporting obligations under the Exchange Act with respect to the Depositary Shares.

AHL’s principal office is located at Second Floor, Washington House, 16 Church Street, Hamilton HM 11, Bermuda, and its telephone number is (441) 279-8400.

Blue Merger Sub, Ltd.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

AHL Merger Sub is a Bermuda exempted company. To date, AHL Merger Sub has not conducted any activities other than those incident to its formation, the execution of the merger agreement, the preparation of regulatory filings made in connection with the transactions contemplated by the merger agreement and other matters related to such transactions. In connection with the transactions contemplated by the merger agreement and pursuant to the statutory merger agreement to be executed upon the closing of the transactions, AHL Merger Sub shall merge with and into AHL, with AHL as the surviving entity and a direct subsidiary of HoldCo. AHL Merger Sub’s registered address is c/o Compass Administrative Services Ltd., Crawford House, 50 Cedar Avenue, Hamilton, HM 11, Bermuda, and its telephone number is (212) 515-3200.


 

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Green Merger Sub, Inc.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

AGM Merger Sub is a corporation incorporated in the State of Delaware. To date, AGM Merger Sub has not conducted any activities other than those incident to its formation, the execution of the merger agreement, the preparation of regulatory filings made in connection with the transactions contemplated by the merger agreement and other matters related to such transactions. In connection with the transactions contemplated by the merger agreement, AGM Merger Sub shall merge with and into AGM, with AGM as the surviving entity and a direct subsidiary of HoldCo. AGM Merger Sub’s registered address is c/o Corporation Services Company, 251 Little Falls Drive, Wilmington, Delaware, 19808, and its telephone number is (212) 515-3200.

Corporate Governance Updates (page 212)

In connection with the previously announced changes to its corporate governance structure, on March 8, 2021, AGM entered into the Term Sheet with Principals. The Term Sheet sets forth a number of changes to AGM’s governance structure, which are referred to as the “corporate governance updates,” and a timeline for their implementation. Among others, the corporate governance updates provide that the board will use reasonable best efforts to maintain a two-thirds independent board and create a new executive committee of the board, provide each Principal with certain stockholder rights set forth in a stockholder agreement, and eliminate the AGM Up-C structure. Implementation of the corporate governance updates remains subject to regulatory approval.

If the mergers are not consummated but the AGM stockholders approve the AGM charter amendment, (x) the corporate governance changes contemplated in the AGM charter amendment will be implemented at AGM, and (y) AGM and AHL will not consummate the mergers. Alternatively, if the mergers are consummated, upon the closing of the mergers, the corporate governance updates will be implemented at, and will affect the corporate governance of, HoldCo and will not be implemented at AGM, which will become a wholly-owned subsidiary of HoldCo.

The Mergers, the Merger Agreement and the Statutory Merger Agreement (pages 101 and 181 and Annex A and Annex F)

The terms and conditions of the merger transactions are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus and the statutory merger agreement, a copy of which is attached as Annex F to this joint proxy statement/prospectus, which are incorporated by reference into this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger transactions.

The merger agreement provides that, upon the terms and subject to the conditions set forth therein, AGM and AHL will effect an all-stock merger transaction to combine their respective businesses through: (a) the AHL Merger, with AHL as the surviving entity in the AHL Merger and a direct subsidiary of HoldCo and (b) the AGM Merger, with AGM as the surviving entity in the AGM Merger and a direct subsidiary of HoldCo. The mergers are intended to become effective concurrently and, upon the consummation of the mergers, AGM and AHL will be direct subsidiaries of HoldCo.

Merger Consideration (page 101)

Upon the terms and subject to the conditions of the merger agreement, which has been approved by the boards of directors of both companies (other than, with respect to the AHL board of directors, Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the


 

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transactions contemplated by the merger agreement due to their affiliation with AGM), as well as the conflicts committee of AGM’s board and the AHL special committee, at the effective time of the AHL Merger, each issued and outstanding AHL Common Share (other than AHL Common Shares held (a) by AHL as treasury shares or (b) by AHL Merger Sub, the Apollo Operating Group or the respective direct or indirect wholly owned subsidiaries of AHL or the Apollo Operating Group), will be converted automatically into the right to receive 1.149 duly authorized, validly issued, fully paid and nonassessable HoldCo Shares and any cash paid in lieu of fractional HoldCo Shares. No fractional HoldCo Shares will be issued in connection with the AHL Merger, and AHL’s shareholders will receive cash in lieu of any fractional HoldCo Shares. Subject to the terms and conditions of the merger agreement, at the effective time of the AGM Merger, each issued and outstanding AGM Class A Share (other than AGM Class A Shares held (a) by AGM as treasury shares or (b) by AGM Merger Sub or any direct or indirect wholly owned subsidiary of AGM) will be converted automatically into the right to receive one HoldCo Share.

Upon the terms and subject to the conditions of the AGM charter amendment, each outstanding AOG unit, other than those held indirectly by AGM and those held indirectly by AHL, will be exchanged prior to or concurrent with the closing of the transactions contemplated by the merger agreement into one AGM Class A Share, which will automatically be converted into one HoldCo Share at the closing of the AGM Merger. At the closing of the mergers, it is intended that the AOG units held by subsidiaries of AHL will be exchanged for HoldCo Shares on a one-for-one basis. See the section of this joint proxy statement/prospectus titled “Corporate Governance Updates” beginning on page 212.

Treatment of AGM Preferred Stock and AHL Preferred Shares (page 178)

Following the mergers, each of the issued and outstanding shares of AGM preferred stock will remain issued and outstanding as preferred stock of AGM. In the AHL Merger, each of the issued and outstanding AHL Preferred Shares, shall under applicable Bermuda law automatically become an equivalent preferred share of AHL, the surviving company in the AHL Merger. These preferred shares will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and qualifications, limitation and restrictions set forth in the existing certificates of designations relating to the respective series of AHL Preferred Shares and will continue in effect the AHL Preferred Shares. AHL Preferred Shareholders will not receive anything different if the mergers are completed as the AHL Preferred Shares were issued to a depositary and holders who hold interests in the AHL Preferred Shares hold such interests in the form of the Depositary Shares for the relative series of AHL Preferred Shares that evidence such interests and such Depositary Shares will not be varied in any way if the mergers are completed.

Treatment of AGM Equity Awards (page 190)

Prior to the effective time of the AGM Merger, AGM’s board (or, if appropriate, any duly-authorized committee administering AGM’s equity incentive plans) will adopt such resolutions and take such other actions to adjust the terms of all AGM equity awards to provide that, immediately following the effective time of the AGM Merger:

 

•  

each AGM Option, whether vested or unvested, will be converted into a number of HoldCo Options equal to the number of AGM Class A Shares subject to such AGM Option immediately prior to the effective time of the AGM Merger, with an exercise price equal to the exercise price of such AGM Option. Each such HoldCo Option will otherwise be subject to the same terms and conditions as were applicable under the related AGM Option immediately prior to the effective time of the AGM Merger (including, for the avoidance of doubt, the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo Options through net settlement);

 

•  

each AGM RSA will be converted into a number of HoldCo RSAs equal to the number of AGM Class A Shares subject to such AGM RSA immediately prior to the effective time of the AGM Merger. Each such


 

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HoldCo RSA will otherwise be subject to the same terms and conditions as were applicable under the related AGM RSA immediately prior to the effective time of the AGM Merger (including with respect to any dividends accrued thereunder, any performance-based vesting requirements applicable to an AGM Performance RSAs immediately prior to the effective time of the AGM Merger, and the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo RSAs through net settlement); and

 

•  

each AGM RSU will be converted into a number of HoldCo RSUs equal to the number of AGM Class A Shares subject to such AGM RSU immediately prior to the effective time of the AGM Merger. Each such HoldCo RSU will otherwise be subject to the same terms and conditions as were applicable under the related AGM RSU immediately prior to the effective time of the AGM Merger (including with respect to any dividend equivalents accrued thereunder, any performance-based vesting requirements applicable to an AGM Performance RSA immediately prior to the effective time of the AGM Merger, and the ability to satisfy any required withholding obligations upon vesting and settlement of such Holdco RSUs through net settlement).

Treatment of AHL Equity Awards (page 191)

Prior to the effective time of the AHL Merger, the board of directors of AHL (or, if appropriate, any duly-authorized committee administering AHL’s share incentive plans) will adopt such resolutions and take such other actions to adjust the terms of all AHL equity awards to provide that, immediately following the effective time of the AHL Merger:

 

•  

each AHL Option, whether vested or unvested, will be converted into a number of HoldCo Options (rounded down to the nearest whole HoldCo Share) equal to the product of (i) the exchange ratio multiplied by (ii) the number of AHL Common Shares subject to such AHL Option immediately prior to the effective time of the AHL Merger (rounded down to the nearest whole share), with an exercise price equal to the quotient of (x) the exercise price of such AHL Option divided by (y) the exchange ratio (rounded up to the nearest whole cent). Each such HoldCo Option will otherwise be subject to the same terms and conditions as were applicable under the related AHL Option immediately prior to the effective time of the AHL Merger (including with respect to the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo Options through net settlement, and any accelerated vesting in connection with a termination of service);

 

•  

each outstanding AHL Fixed RSA and AHL Variable RSA, will be converted into a number of HoldCo RSAs (rounded down to the nearest whole HoldCo Share) equal to (i) the exchange ratio multiplied by (ii) the number of AHL Common Shares subject to such AHL RSA immediately prior to the effective time of the AHL Merger; provided, that in the case of any AHL Variable RSA, (A) for purposes of clause (ii) above, the number of AHL Common Shares in respect of such AHL Variable RSA immediately prior to the effective time of the AHL Merger will be based on the applicable target level of performance and (B) the Holdco RSAs will be subject only to the time vesting conditions that applied to the AHL Variable RSA and will vest at the end of the applicable performance period. Each such HoldCo RSA will otherwise be subject to the same terms and conditions as were applicable under the related AHL RSA immediately prior to the effective time of the AHL Merger (including with respect to the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo RSAs through net settlement, any dividends accrued thereunder, and any accelerated vesting in connection with a termination of service);

 

•  

each AHL Fixed RSU and AHL Variable RSU, will be converted into a number of HoldCo RSUs (rounded down to the nearest whole HoldCo Share) equal to (i) the exchange ratio multiplied by (ii) the number of AHL Common Shares subject to such AHL RSU immediately prior to the effective time of the AHL Merger; provided, that in the case of any AHL Variable RSU, (A) for purposes of clause (ii) above, the number of AHL Common Shares in respect of such AHL Variable RSU immediately prior to the effective time of the AHL Merger will be based on the applicable target level of performance and (B) the HoldCo


 

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RSUs will be subject only to the time vesting conditions that applied to the AHL Variable RSU and will vest at the end of the applicable performance period. Each such HoldCo RSU will otherwise be subject to the same terms and conditions as were applicable under the related AHL RSU immediately prior to the effective time of the AHL Merger (including with respect to any dividend equivalents accrued thereunder, any accelerated vesting in connection with a termination of service, and the ability to satisfy any required withholding obligations upon vesting and settlement of such HoldCo RSUs through net settlement); and

 

•  

each AHL Fixed RSA, granted to a non-employee director of AHL, by virtue of the occurrence of the AHL Merger, and without any action on the part of the holder thereof, will vest upon the effective time of the AHL Merger.

AGM’s Reasons for the Merger (page 117)

AGM’s board of directors unanimously recommends that AGM stockholders vote “FOR” the AGM merger agreement proposal (AGM Proposal 1) and “FOR” the AGM charter amendment proposal (AGM Proposal 2).

In reaching its decision to approve and declare advisable (A) the merger agreement and the transactions contemplated by the merger agreement (including the statutory merger agreement), including the mergers on the terms and subject to the conditions set forth in the merger agreement, and (B) the governance updates contemplated by the AGM charter amendment, and, in each case, to recommend that the holders of AGM Class A Shares, the AGM Class B Share and the AGM Class C Share, as applicable, adopt the merger agreement and approve the charter amendment, the AGM board of directors and the conflicts committee of the AGM board of directors (consisting of Michael E. Ducey, A. B. Krongard and Pauline Richards) consulted with AGM’s senior management and its outside legal and financial advisors, and considered a number of factors it believed supported its decision to enter into the merger agreement, including, without limitation, those listed in the section of this joint proxy statement/prospectus titled “The Mergers—Recommendation of the AGM Board of Directors; AGM’s Reasons for the Merger” beginning on page 117.

AHL’s Reasons for the Merger (page 122)

AHL’s board of directors (other than Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement (including the statutory merger agreement) due to their affiliation with AGM) and the AHL special committee, unanimously recommend that holders of AHL Common Shares and AHL Preferred Shares vote “FOR” the AHL merger agreement proposal (AHL Proposal 1).

The AHL board of directors (other than Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM) and the AHL special committee (consisting of Marc Beilinson, Robert Borden and Brian Leach) unanimously approved and declared advisable the merger agreement, the statutory merger agreement, the mergers and the other transactions contemplated by the merger agreement (including the statutory merger agreement) and determined that the merger agreement, the statutory merger agreement, the mergers and the other transactions contemplated by the merger agreement are advisable and in the best interests of AHL as a whole. In reaching their respective decisions to approve and declare advisable the merger agreement, the statutory merger agreement, the mergers and the other transactions contemplated thereby and to recommend the adoption of the merger agreement and the statutory merger agreement to holders of AHL Common Shares and AHL Preferred Shares, each of the AHL board of directors and the AHL special committee consulted with AHL management, as well as outside legal and financial advisors, and considered a number of factors it believed supported its decision to enter into the merger agreement, including without limitation those listed in the section of this joint proxy statement/prospectus titled “The Mergers—Recommendation of the AHL Board of Directors; AHL’s Reasons for the Merger” beginning on page 122.


 

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Summary Historical Financial and Other Data of AGM (page 66)

The following table presents summary historical consolidated financial and other data of AGM as of and for the three months ended March 31, 2021 and for each of the years in the five-year period ended December 31, 2020. The summary historical consolidated statements of operations data of AGM for the three months ended March 31, 2021 and the summary historical consolidated statements of financial condition data as of March 31, 2021 have been derived from AGM’s unaudited consolidated financial statements and accompanying notes contained in AGM’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, which are incorporated into this joint proxy statement/prospectus by reference. The summary historical consolidated statements of operations data of AGM for each of the years ended December 31, 2020, 2019 and 2018 and the summary historical consolidated statements of financial condition data as of December 31, 2020 and 2019 have been derived from AGM’s audited consolidated financial statements and accompanying notes contained in AGM’s Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated into this joint proxy statement/prospectus by reference. The summary historical consolidated statements of operations data of AGM for the years ended December 31, 2017 and 2016 and the summary consolidated statements of financial condition data as of December 31, 2018, 2017 and 2016 have been derived from AGM’s audited consolidated financial statements not incorporated by reference into this joint proxy statement/prospectus. The following table includes the results for Apollo Global Management, LLC prior to its conversion to a Delaware corporation and the results for AGM Inc. following the conversion.

The summary historical consolidated financial and other data is not necessarily indicative of future results of AGM and should be read together with the other information contained in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in AGM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which are incorporated herein by reference.

The unaudited selected non-GAAP financial metrics included below have not been presented in the above mentioned historical consolidated financial statements.

For more information, see the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

 

     For the
three
months
ended
March 31,
     For the years ended December 31,  
(in millions)    2021      2020      2019      2018     2017      2016  

Consolidated Statements of Operations Data

                

Total revenues

   $ 2,294      $ 2,353      $ 2,932      $ 1,093     $ 2,772      $ 2,074

Net Income

   $ 1,518      $ 466      $ 1,537      $ 19     $ 1,444      $ 970  

Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders

   $ 669      $ 119      $ 807      $ (42   $ 616      $ 403  
     As of
March 31,
     As of December 31,  
     2021      2020      2019      2018     2017      2016  

Consolidated Statements of Financial Condition Data

                

Total Assets

   $ 27,411      $ 23,669      $ 8,542      $ 5,992     $ 6,991      $ 5,629  

Total shareholder’s equity

   $ 7,498      $ 5,513      $ 3,038      $ 2,452     $ 2,898      $ 1,868  

Total Non-Controlling Interests

   $ 5,561      $ 4,084      $ 1,186      $ 1,076     $ 1,435      $ 1,032  

 

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     For the
three
months
ended
March 31,
     For the years ended December 31,  
     2021      2020      2019      2018      2017      2016  

Selected Non-GAAP Financial Information

                 

Fee Related Earnings (a)(b)

   $ 287      $ 1,041      $ 902      $ 771      $ 624      $ 530

Distributable Earnings (a)(c)

   $ 294      $ 893      $ 1,115      $ 878      $ 957      $ 628  

 

(a)

“Fee Related Earnings,” or “FRE,” and “Distributable Earnings,” or “DE,” are non-GAAP key performance measures used by AGM’s management in evaluating the performance of AGM’s credit, private equity and real assets segments. These measures should not be construed as an alternative to net income /(loss) attributable to Apollo Global Management, Inc. Class A Common stockholders as an indicator of operating performance. AGM’s management also believes the components of these measures, such as the amount of management fees, advisory and transaction fees and net realized performance fees are indicative of AGM’s performance. These measures have important limitations as analytical tools in that they do not take into account certain items included under U.S. Generally Accepted Accounting Principles (“GAAP”), and you should not consider them in isolation or as substitutes for analysis of AGM’s results as reported under GAAP. Because of these limitations, AGM relies primarily on its GAAP results and uses FRE and DE only supplementally. For a reconciliation of FRE and DE to net income /(loss) attributable to Apollo Global Management, Inc. Class A Common stockholders, their most directly comparable financial measure calculated and presented in accordance with GAAP, see the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures–AGM” beginning on page 375.

(b)

FRE is derived from AGM’s segment reported results and refers to a component of DE that is used as a supplemental performance measure to assess whether revenues that AGM’s management believes are generally more stable and predictable in nature, primarily consisting of management fees, are sufficient to cover associated operating expenses and generate profits. FRE is the sum across all segments of (i) management fees, (ii) advisory and transaction fees, (iii) performance fees related to business development companies, Redding Ridge Holdings and MidCap FinCo Designated Activity Company (“MidCap”) and (iv) other income (loss), net, less (x) salary, bonus and benefits, excluding equity-based compensation (y) other associated operating expenses and (z) non-controlling interests in the management companies of certain funds that are managed by subsidiaries of AGM.

(c)

“Distributable Earnings” or “DE” represents Segment DE (as defined below) less estimated current corporate, local and non-U.S. taxes as well as the current payable under AGM’s tax receivable agreement. DE is net of preferred dividends, if any, to the holders of AGM’s Series A preferred share and Series B preferred shares. DE excludes the impacts of the remeasurement of deferred tax assets and liabilities which arises from changes in estimated future tax rates. The economic assumptions and methodologies that impact the implied income tax provision are similar to those methodologies and certain assumptions used in calculating the income tax provision for AGM’s consolidated statements of operations under GAAP. Specifically, certain deductions considered in the income tax provision under GAAP, such as the deduction for transaction related charges and equity-based compensation, are taken into account for purposes of the implied tax provision. AGM’s management believes that excluding the remeasurement of the tax receivable agreement and deferred taxes from Segment DE and DE, respectively, is meaningful as it increases comparability between periods. Remeasurement of the tax receivable agreement and deferred taxes are estimates that may change due to changes in interpretations of tax law.

Segment DE is the sum of (i) total management fees and advisory and transaction fees, (ii) other income (loss), net (iii) realized performance fees, excluding realizations received in the form of shares and


 

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(iv) realized investment income, net which includes dividends from our permanent capital vehicles, net of amounts to be distributed to certain employees as part of a dividend compensation program, less (x) compensation expense, excluding the expense related to equity-based awards, (y) realized profit sharing expense, and (z) non-compensation expenses. Segment DE represents the amount of AGM’s net realized earnings, excluding the effects of the consolidation of any of the related funds and special purpose acquisition companies, taxes and related payables, transaction-related charges and any acquisitions. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions, and restructuring charges. In addition, Segment DE excludes non-cash revenue and expense related to equity awards granted by unconsolidated related parties to employees of AGM, compensation and administrative related expense reimbursements, as well as the assets, liabilities and operating results of the funds and variable interest entities (“VIEs”) that are included in AGM’s consolidated financial statements.

Summary Historical Financial and Other Data of AHL (page 69)

The following table presents summary historical consolidated financial and other data of AHL as of and for the three months ended March 31, 2021 and for each of the years in the five-year period ended December 31, 2020. The summary historical consolidated statements of income data of AHL for the three months ended March 31, 2021 and the summary historical consolidated balance sheet data as of March 31, 2021 have been derived from AHL’s unaudited consolidated financial statements and accompanying notes contained in AHL’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, which are incorporated into this joint proxy statement/prospectus by reference. The summary historical consolidated statements of income data of AHL for each of the years ended December 31, 2020, 2019 and 2018 and the summary historical consolidated balance sheet data as of December 31, 2020 and 2019 have been derived from AHL’s audited consolidated financial statements and accompanying notes contained in AHL’s Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated into this joint proxy statement/prospectus by reference. The summary historical consolidated statements of income data of AHL for the years ended December 31, 2017 and 2016 and the summary consolidated balance sheet data as of December 31, 2018, 2017 and 2016 have been derived from AHL’s audited consolidated financial statements not incorporated by reference into this joint proxy statement/prospectus.

The summary historical consolidated financial and other data is not necessarily indicative of future results of AHL and should be read together with the other information contained in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in AHL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 19, 2021, which are incorporated herein by reference.

The unaudited selected non-GAAP financial metrics included below have not been presented in the above mentioned historical consolidated financial statements.

For more information, see the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.


 

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     For the
three
months
ended
March 31,
     For the years ended December 31,  
(in millions)    2021      2020      2019      2018      2017      2016  

Consolidated Statements of Income Data

                 

Total revenues

   $ 4,391      $ 14,764      $ 16,258      $ 6,637      $ 8,788      $ 4,105

Net income

     77        1,921        2,185        1,053        1,358        773

Net income available to AHL common shareholders

     578        1,446        2,136        1,053        1,358        773  
     As of
March 31,
     As of December 31,  
     2021      2020      2019      2018      2017      2016  

Consolidated Balance Sheet Data

                 

Total assets

   $ 205,670      $ 202,771      $ 146,875      $ 125,505      $ 100,161      $ 86,740  

Total AHL shareholders’ equity

     17,291        18,657        13,391        8,276        9,176        6,881  
     For the
three
months
ended
March 31,
     For the years ended December 31,  
     2021      2020      2019      2018      2017      2016  

Selected Non-GAAP Financial Information

                 

Pre-tax adjusted operating income(a)(d)

   $ 873      $ 1,336      $ 1,442      $ 1,240      $ 1,136      $ 702  

Adjusted operating income available to common shareholders, excluding AOG units (a)(c)

     767        1,077        1,289        1,140        1,055        759

Adjusted operating income available to common shareholders (a)(b)

     748        1,242        1,289        1,140        1,055        759

 

(a)

Adjusted operating income available to common shareholders, excluding AOG units, adjusted operating income available to common shareholders and pre-tax adjusted operating income are non-GAAP key performance measures used by AHL’s management in evaluating the performance of AHL. These measures should not be construed as an alternative to net income available to AHL common shareholders as an indicator of operating performance. These non-GAAP measures are intended to remove from the results of operations the impact of market volatility (other than with respect to alternative investments) as well as integration, restructuring and certain other expenses which are not part of AHL’s underlying profitability drivers, as such items fluctuate from period to period in a manner inconsistent with these drivers. These measures have important limitations as analytical tools in that they do not take into account certain items included under GAAP, and you should not consider them in isolation or as substitutes for analysis of AHL’s results as reported under GAAP. Because of these limitations, AHL relies primarily on its GAAP results and uses adjusted operating income available to common shareholders, excluding AOG units, adjusted operating income available to common shareholders and pre-tax adjusted operating income only supplementally. For a reconciliation of AHL’s non-GAAP financial information including adjusted operating income available to common shareholders, excluding AOG units, adjusted operating income available to common shareholders, and pre-tax adjusted operating income, to the most directly comparable GAAP measure, net income available to AHL common shareholders, see the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures–AHL” beginning on page 376.


 

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(b)

Adjusted operating income available to common shareholders equals net income available to Athene Holding Ltd. common shareholders adjusted to eliminate the impact of the following non-operating adjustments:

 

  •  

Investment gains (losses), net of offsets;

 

  •  

Change in fair values of derivatives and embedded derivatives – index annuities, net of offsets;

 

  •  

Integration, restructuring and other non-operating expenses;

 

  •  

Stock-based compensation, excluding the long-term incentive plan (“LTIP”); and

 

  •  

Income tax (expense) benefit – non-operating.

 

(c)

Adjusted operating income available to common shareholders, excluding AOG units, equals (a) adjusted operating income available to common shareholders less (b) the change in fair value of AHL’s AOG units, net of tax.

(d)

Pre-tax adjusted operating income equals adjusted operating income available to common shareholders, excluding AOG units, preferred stock dividends and income tax expense – operating.

Summary Unaudited Pro Forma Condensed Combined Financial Information (page 356)

The following summary unaudited pro forma condensed combined financial information has been derived from the unaudited pro forma condensed combined financial information included in the section of this joint proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 356.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 and for the year ended December 31, 2020 combines the historical consolidated statement of operations of AGM and consolidated statement of income of AHL, after giving effect to the mergers and the AGM corporate governance updates as if they had occurred on January 1, 2020. The unaudited pro forma condensed combined statement of financial condition as of March 31, 2021 combines the historical consolidated statement of financial condition of AGM and consolidated balance sheet of AHL, after giving effect to the mergers and the AGM corporate governance updates as if they had occurred on March 31, 2021.

The unaudited pro forma condensed combined financial information has been prepared pursuant to Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information is not necessarily indicative of what AGM’s or AHL’s earnings would have been if the mergers and the AGM corporate governance updates were completed as of the dates indicated. Additionally, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or results of GAAP earnings of HoldCo following the completion of the mergers and the AGM corporate governance updates.


 

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For more information about the unaudited pro forma condensed combined financial information, including the adjustments and their limitations, refer to the section of this joint proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 356.

 

(in millions)    As of and for
the three months
ended March 31,
2021
     For the
year ended
December 31,
2020
 

Consolidated Statement of Operations Data

     

Total Revenues

   $ 6,623      $ 16,389  

Net Income Attributable to Apollo Global Management, Inc. Common Stockholders

   $ 1,626      $ 1,749  

Consolidated Statement of Financial Condition Data

     

Total Assets

   $ 236,455     

Total Equity

   $ 21,379     

Summary Unaudited Combined Non-GAAP Adjusted Operating Earnings (page 381)

AGM, which is an asset management business, currently has three business and reporting segments: credit, private equity and real assets. AHL’s business currently has one reportable segment, retirement services, and one non-reportable segment, corporate and other. After the completion of the mergers and the AGM corporate governance updates, AGM’s management team expects to report separate information about HoldCo’s asset management business and HoldCo’s retirement services business, which correspond to AGM’s and AHL’s current businesses, respectively. AGM’s management team believes that this presentation will provide a more meaningful view of the results and financial position of HoldCo due to the significant industry diversification between AGM and AHL. AGM’s management team has not yet decided whether it will make any updates to the existing AGM and AHL segments and references to the existing segments and business lines in this joint proxy statement/prospectus are not necessarily indicative of HoldCo’s segments and business lines after the completion of the mergers and the AGM corporate governance updates.

Additionally, AGM and AHL currently present non-GAAP financial measures, some of which are presented, for AGM, in the section of this joint proxy statement/prospectus titled “—Summary Historical Financial and Other Data of AGM” and, for AHL, in the section of this joint proxy statement/prospectus titled “ —Summary Historical Financial and Other Data of AHL.” The management team of AGM has not yet decided whether it will make any updates to these non-GAAP financial measures and references to any non-GAAP financial measure in this joint proxy statement/prospectus are not necessarily indicative of the non-GAAP measures that will be presented by HoldCo after the completion of the mergers and the AGM corporate governance updates.

AGM currently receives compensation from AHL pursuant to existing agreements for providing a full-suite of services to AHL’s retirement services businesses. These services include, but are not limited to, direct investment management, asset allocation, mergers and acquisition asset diligence, and various operational support services (such as investment compliance, tax, legal, and risk management support). After the completion of the mergers and the AGM corporate governance updates, it is anticipated that these contracts and the related fee terms will remain in place and HoldCo’s management team will continue to consider the related impacts when evaluating the performance of each line of business. Accordingly, it is anticipated that after the completion of the mergers and the AGM corporate governance updates, HoldCo’s businesses and non-GAAP performance measures will reflect the management fees under these contracts.

The following is a summary of the unaudited combined non-GAAP pre-adjusted operating earnings and adjusted operating earnings after giving effect to the mergers and the AGM corporate governance updates as if


 

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they had occurred on January 1, 2020. For more information about the unaudited combined non-GAAP adjusted operating earnings, including the adjustments and their limitations, refer to the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures—Unaudited Combined Non-GAAP Adjusted Operating Earnings” beginning on page 381.

 

     For the year ended December 31, 2020  
(in millions)    Non-GAAP
Pre-Adjusted
Operating
Earnings
    Transaction
Merger
Adjustments
(k)
    Non-GAAP
Adjusted
Operating
Earnings
 

Asset Management

      

Fee Related Earnings (a) (b)

   $ 1,041     $ —       $ 1,041  

Net Realized Performance Fees (a) (c)

     91       —         91  

Balance Sheet and Investment Earnings (a) (d)

     (113     —         (113
  

 

 

   

 

 

   

 

 

 

Segment Distributable Earnings (a) (e)

   $ 1,019     $ —       $ 1,019  

Retirement Services

      

Pre-Tax adjusted operating income (f)

     1,336       60       1,396  
  

 

 

   

 

 

   

 

 

 

Total Pre-Tax Adjusted Operating Earnings (a) (g)

   $ 2,355     $ 60     $ 2,415  

Preferred Dividends

     (132     —         (132

Taxes and related payables (a) (h)

     (253     (184     (437
  

 

 

   

 

 

   

 

 

 

Total After-Tax Adjusted Operating Earnings (a) (i)

   $ 1,970     $ (124   $ 1,846  
  

 

 

   

 

 

   

 

 

 

Adjusted Operating Earnings Shares (j)

 

    579.1  
 

 

 

 

One factor that drives the Transaction Merger Adjustments is the elimination of existing DAC, DSI, and VOBA amortization expense, offset by the addition of amortization expense related to the newly established VOBA assets. The rate of existing DAC, DSI and VOBA amortization is correlated to the profitability of the Retirement Services business. The higher profitability in the three months ended March 31, 2021 was primarily driven by very strong alternative investment performance, which for the quarter was above AHL’s long-term return expectations for this asset class. Accordingly, the DAC, DSI and VOBA amortization rate in the three months ended March 31, 2021 was higher than the rate for the year ended December 31, 2020, driving a higher Transaction Merger Adjustment for the three months ended March 31, 2021 than the 2020 quarterly average.

 

     For the three months ended March 31, 2021  
(in millions)    Non-GAAP
Pre-Adjusted
Operating
Earnings
    Transaction
Merger
Adjustments
(k)
    Non-GAAP
Adjusted
Operating
Earnings
 

Asset Management

      

Fee Related Earnings (a) (b)

   $ 287     $ —       $ 287  

Net Realized Performance Fees (a) (c)

     49       —         49  

Balance Sheet and Investment Earnings (a) (d)

     (7     —         (7
  

 

 

   

 

 

   

 

 

 

Segment Distributable Earnings (a) (e)

   $ 329     $ —       $ 329  

Retirement Services

      

Pre-Tax adjusted operating income (f)

     873       84       957  
  

 

 

   

 

 

   

 

 

 

Total Pre-Tax Adjusted Operating Earnings (a) (g)

   $ 1,202     $ 84     $ 1,286  

Preferred Dividends

     (45       (45

Taxes and related payables (a) (h)

     (96     (156     (252
  

 

 

   

 

 

   

 

 

 

Total After-Tax Adjusted Operating Earnings (a) (i)

   $ 1,061     $ (72 )    $ 989  
  

 

 

   

 

 

   

 

 

 

Adjusted Operating Earnings Shares (j)

 

    581.5  
      

 

 

 

 

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(a)

“Fee Related Earnings,” or “FRE,” and “Distributable Earnings,” or “DE,” are non-GAAP key performance measures used by AGM’s management in evaluating the performance of AGM’s credit, private equity and real assets segments. These measures should not be construed as an alternative to net income /(loss) attributable to Apollo Global Management, Inc. Class A Common stockholders as an indicator of operating performance. AGM’s management also believes the components of these measures, such as the amount of management fees, advisory and transaction fees and net realized performance fees are indicative of AGM’s performance. These measures have important limitations as analytical tools in that they do not take into account certain items included under U.S. Generally Accepted Accounting Principles (“GAAP”), and you should not consider them in isolation or as substitutes for analysis of AGM’s results as reported under GAAP. Because of these limitations, AGM relies primarily on its GAAP results and uses FRE and DE only supplementally, see the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures–Unaudited Combined Non-GAAP Adjusted Earnings” beginning on page 381.

(b)

For the definition of FRE, see note (b) to the table presented in the section of this joint proxy statement/prospectus titled “Summary Historical and Other Data of AGM” beginning on page 66. Historical non-GAAP FRE of $287 million and $1,041 million for the three months ended March 31, 2021 and for the year ended December 31, 2020, respectively, is presented in the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures—AGM” beginning on page 375. See footnote (f) to the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures–Unaudited Combined Non-GAAP Adjusted Earnings” beginning on page 381 for a description of transaction merger adjustments.

(c)

Net Realized Performance Fees refers to realized performance fees of $107 million and $281 million net of realized profit sharing expense of $58 million and $190 million for the three months ended March 31, 2021 and for the year ended December 31, 2020, respectively, and is presented in the section of this joint proxy statement/prospectus titled Reconciliation of Financial Measures—AGM” beginning on page 375. Realized performance fees refer to interests granted to subsidiaries of AGM by a fund managed by subsidiaries of AGM that entitle such subsidiaries to receive allocations, distributions or fees which are based on the performance of such fund or its underlying investments. Realized profit sharing expense primarily consist of a portion of realized performance fees earned from certain funds that are allocated to employees and former employees. There are no adjustments to Net Realized Performance Fees as a result of the Transaction.

(d)

Balance Sheet and Investment Earnings represents realized principal investment income, net of $27 million and $23 million, respectively, and net interest loss and other of $34 million and $136 million for the three months ended March 31, 2021 and for the year ended December 31, 2020, respectively, as presented in the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures—AGM” beginning on page 375. There are no adjustments to Balance Sheet and Investment Earnings as a result of the Transaction.

(e)

For the definition of Segment Distributable Earnings, see note (c) to the table presented in the section of this joint proxy statement/prospectus titled “Summary Historical and Other Data of AGM” beginning on page 27.

(f)

Pre-tax adjusted operating income equals Adjusted operating income available to common shareholders excluding AOG units, preferred stock dividends and income tax expense – operating.

(g)

Total Pre-tax Adjusted Operating Earnings refers to the sum of asset management Segment Distributable Earnings and retirement services pre-tax adjusted operating income, including transaction merger adjustments. See the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures—Unaudited Combined Non-GAAP Adjusted Earnings” beginning on page 381 for a description of the transaction merger adjustments.

(h)

Taxes and related payables on asset management earnings reflect current corporate, local and non-US taxes as well as the current payable under AGM’s tax receivable agreement which excludes the impacts of the remeasurement of deferred tax assets and liabilities which arises from changes in estimated future tax rates.


 

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  Certain deductions such as the deduction for transaction related charges and equity-based compensation are taken into account for purposes of the non-GAAP adjusted taxes and related payables. Taxes on retirement services operating income reflects the total current and deferred tax expense or benefit on income before taxes adjusted to eliminate the impact of the tax expense or benefit associated with the non-operating adjustments. Actual effective tax rate on pre-tax earnings may differ following the close of the mergers.
(i)

Total After-Tax Adjusted Operating Earnings refers to Total Pre-tax adjusted operating earnings less taxes and related payables as defined in footnote (h) above less preferred dividends to the AGM Series A and Series B preferred stockholders less AHL Preferred Stock Dividends. See the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures—Unaudited Combined Non-GAAP Adjusted Earnings” beginning on page 381 for a description of the transaction merger adjustments.

(j)

Adjusted Operating earnings shares consists of (1) 570 million and 568 million of HoldCo Shares outstanding as of March 31, 2021 and December 31, 2020, respectively, after giving effect to the mergers and the AGM corporate governance updates as if they had occurred on January 1, 2020 and (2) RSUs, RSAs, options and other equity consideration adjustments. For this share calculation of Total Adjusted Operating Earnings Shares outstanding, see section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures—Unaudited Adjusted Operating Earnings Shares” beginning on page 381.

(k)

These transaction merger adjustments are derived from the unaudited pro forma condensed combined financial information included in the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures—Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 356, giving effect to the mergers and the corporate governance updates as if they had occurred on January 1, 2020. Additionally, these transaction merger adjustments to non-GAAP earnings have important limitations in that they do not take into account certain items included under GAAP, and you should not consider them in isolation or as substitutes for analysis as reported under GAAP and the combined Non-GAAP Adjusted Earnings measure should be used only supplementally. For (a) a reconciliation of Net income (loss) attributable to AGM Class A Common Stockholders to Segment Distributable Earnings, including transaction merger adjustments, (b) a reconciliation of Net income (loss) available to AHL common shareholders to Pre-tax adjusted operating income, including transaction merger adjustments and (c) a reconciliation of Total after-tax adjusted operating earnings to the prior measures, see the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures—Unaudited Combined Non-GAAP Adjusted Earnings” beginning on page 381.

Opinion of AGM’s Financial Advisor (page 126 and Annex G)

The conflicts committee of the AGM board of directors engaged Barclays Capital Inc. (“Barclays”) to act as its financial advisor in connection with a potential transaction with AHL pursuant to an engagement letter dated March 6, 2021. On March 7, 2021, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the conflicts committee of the AGM board of directors and the board of directors of AGM that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the right to receive one HoldCo Share for each AGM Class A Share to be offered to the holders of AGM common stock, was fair, from a financial point of view, to the holders of AGM common stock, taking into account the exchange ratio of 1.149 shares of HoldCo Shares for each AHL Common Share in the transactions contemplated by the merger agreement.

The full text of Barclays’ written opinion, dated as of March 8, 2021, is attached as Annex G to this joint proxy statement/prospectus. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. See the section of this joint proxy statement/prospectus titled “Opinion of AGM’s Financial Advisor” beginning on page 126.


 

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Opinions of the AHL Special Committee’s Financial Advisors (page 137 and Annexes H and I)

The AHL special committee retained each of Lazard Frères & Co. LLC (“Lazard”) and Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) to act as financial advisors to the AHL special committee in connection with the mergers. In connection therewith, the AHL special committee requested that Lazard and Houlihan Lokey evaluate the fairness, from a financial point of view, to the holders of AHL Common Shares (other than certain excluded holders as specified in their respective opinions) of the exchange ratio provided for in the AHL Merger pursuant to the merger agreement.

Each of Lazard and Houlihan Lokey rendered to the AHL special committee its respective written opinion dated as of March 7, 2021 to the effect that, as of such date and based upon and subject to the assumptions, procedures, matters, qualifications and limitations set forth therein, the exchange ratio provided for in the AHL Merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of AHL Common Shares (other than certain excluded holders as specified in their respective opinions).

The full text of the written opinions of each of Lazard and Houlihan Lokey, each dated March 7, 2021, and each of which describes the assumptions made, procedures followed, matters considered, and applicable qualifications and limitations based upon the review undertaken in preparing the applicable opinion, are included as Annex H and Annex I, respectively, and are incorporated herein by reference. Each of Lazard’s and Houlihan Lokey’s opinions were provided for the information and assistance of the AHL special committee (in its capacity as such and not in any other capacity) in connection with and for purposes of its consideration of the mergers and the opinions of Lazard and Houlihan Lokey addressed only the fairness, from a financial point of view, as of the date thereof, of the exchange ratio provided for in the AHL Merger pursuant to the merger agreement, to the holders of AHL Common Shares (other than certain excluded holders as specified in their respective opinions). The respective opinions of Lazard and Houlihan Lokey did not address any other term or aspect of the merger agreement or the transactions contemplated in the merger agreement and are not intended to and do not constitute a recommendation to any stockholder or any other person as to how such stockholder or other person should vote or act with respect to the mergers or the transactions contemplated in the merger agreement or any other matter relating thereto.

The full text of the written opinions of each of Lazard and Houlihan Lokey should be read carefully in their entirety for a description of the assumptions made, procedures followed, matters considered, and applicable qualifications and limitations based upon the review undertaken in preparing the applicable opinion.

For a summary of Lazard’s opinion, see the section of this joint proxy statement/prospectus titled “The Mergers—Opinions of the AHL Special Committee’s Financial Advisors—Opinion of Lazard Frères & Co. LLC” beginning on page 137.

For a summary of Houlihan Lokey’s opinion, see the section of this joint proxy statement/prospectus titled “The Mergers—Opinions of the AHL Special Committee’s Financial Advisors—Opinion of Houlihan Lokey Capital, Inc.” beginning on page 148.

Proxy Solicitation Costs (page 81 and 94)

AGM and AHL are soliciting proxies to provide an opportunity to holders of the AGM Class A Shares, the holder of the AGM Class B Share, the holder of the AGM Class C Share, the holders of the AHL Common Shares and the holders of the AHL Preferred Shares to vote on agenda items at the respective special meetings, whether or not they are able to attend their respective special meetings or an adjournment or postponement


 

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thereof. AGM’s and AHL’s directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means, but they will not be specifically compensated for doing this. AGM and AHL also may be required to reimburse banks, brokers and other persons for expenses they incur in forwarding proxy materials to obtain voting instructions from beneficial stockholders or shareholders, as applicable. AGM has also hired            to assist in the solicitation of proxies, and AHL has hired            to assist in the solicitation of proxies. The total cost of solicitation of proxies will be borne by AGM and AHL. For a description of the costs and expenses to AGM and AHL of soliciting proxies, see “The AGM Special Meeting—Proxy Solicitation Costs” beginning on page 81 and “The AHL Special Meeting—Proxy Solicitation Costs” beginning on page 94.

The AGM Special Meeting (page 76)

The AGM special meeting will be held on            , 2021 at            , Eastern Time, virtually at            . The AGM special meeting will be held online only and you will not be able to attend in person. Online check-in will begin at            , Eastern Time and you should allow ample time for the check-in procedures. You will be able to attend and participate in the AGM special meeting online, vote your shares electronically, submit your questions prior to and during the AGM special meeting and access the list of stockholders entitled to vote at the AGM special meeting during the AGM special meeting by logging in to the website listed above using the 16-digit control number included in your proxy card.

The purposes of the AGM special meeting are as follows:

 

  •  

AGM Proposal 1: Adoption of the Merger Agreement. To consider and vote on the AGM merger agreement proposal;

 

  •  

AGM Proposal 2: Adoption of AGM’s Amended and Restated Certificate of Incorporation. To consider and vote on the AGM charter amendment proposal; and

 

  •  

AGM Proposal 3: Adjournments of the AGM Special Meeting. To consider and vote on the AGM adjournment proposal.

The approval of the AGM charter amendment proposal is not conditioned on the approval of the AGM merger agreement proposal and, vice versa, the approval of the AGM merger agreement proposal is not conditioned on the approval of the AGM charter amendment proposal. If the AGM stockholders do not approve the AGM merger agreement proposal or the holders of AHL Common Shares and AHL Preferred Shares do not approve the AHL merger agreement proposal or the mergers are otherwise not consummated, but the AGM stockholders approve the AGM charter amendment, (x) the corporate governance changes contemplated in the AGM charter amendment will be implemented at AGM, and (y) AGM and AHL will not consummate the mergers. Alternatively, if the AGM stockholders approve the AGM merger agreement proposal and the holders of AHL Common Shares and AHL Preferred Shares approve the AHL merger agreement proposal and the mergers are consummated, upon the closing of the mergers, the corporate governance updates will be implemented at, and will affect the corporate governance of, HoldCo and will not be implemented at AGM, which will become a wholly-owned subsidiary of HoldCo.

Only holders of record of issued and outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share as of the close of business on            , 2021, the record date for the AGM special meeting, are entitled to vote at, and only holders of AGM capital stock as of such record date are entitled to notice of, the AGM special meeting or any adjournment or postponement of the AGM special meeting. AGM stockholders may cast one vote for each AGM Class A Share that AGM stockholders held as of that record date. The holder of the AGM Class B Share is entitled to 201,208,132 votes for the one Class B Share owned by such holder as of that record date and the holder of the AGM Class C Share is entitled to 2,085,371,148 votes for the one Class C


 

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Share owned by such holder as of that record date. AGM stockholders who (i) virtually attend the AGM special meeting at            , or (ii) otherwise are present at the AGM special meeting through their duly appointed proxy, will be considered present “in person” for purposes of establishing a quorum and for all other purposes.

Assuming a quorum is present at the AGM special meeting, the approval of the AGM merger agreement proposal requires (a) the consent of the holder of the AGM Class C Share, which was delivered on March 7, 2021 and (b) the affirmative vote at the AGM special meeting of the holders of a majority in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on such proposal, voting together as a single class. As of June 25, 2021, the AGM Class A Shares and the AGM Class B Share represented 53.4% and 46.6%, respectively, of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class. As of June 25, 2021, the Principals, who have agreed to vote in favor of the AGM merger agreement, as described in the section of this joint proxy statement/prospectus titled “The Voting Agreements–Principals Voting Agreement” beginning on page 208, held approximately 50.0% of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class (or 58.1% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy). A failure to vote, a failure to provide instructions with respect to your shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the AGM merger agreement proposal.

Assuming a quorum is present at the AGM special meeting, the approval of the AGM charter amendment proposal requires (a) the consent of the holder of the AGM Class C Share, which was delivered on            , 2021, (b) the affirmative vote at the AGM special meeting of the holder of the outstanding AGM Class B Share and (c) the affirmative vote of the holders of a majority in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on such proposal, voting together as a single class. The AGM certificate of incorporation provides that the holder of the AGM Class C Share shall be entitled to such number of votes as shall equal the difference of (A) nine and nine-tenths (9.9) times the aggregate number of votes entitled to be cast by the holders of AGM Class A Shares and full voting preferred stock, minus (B) the Aggregate AGM Class B Vote, which is the number of votes equal to the aggregate number of units in the Apollo Operating Group outstanding as of the relevant record date, less the number of AGM Class A Shares outstanding as of the same relevant record date (the “AGM Class C Vote”); provided that the Aggregate AGM Class B Vote shall not exceed 9% of the total votes entitled to be cast by holders of all shares of capital stock entitled to vote thereon. If the number of votes entitled to be cast by the holders of AGM Class A Shares which are free float, as determined by AGM in reliance upon the guidance issued by FTSE Russell (the “AGM Class A Free Float”) equals less than 5.1% of the votes entitled to be cast by the holders of all shares of capital stock entitled to vote thereon as of the relevant record date: (1) the AGM Class C Vote shall be reduced to equal such number as would result in the total number of votes cast by holders of the AGM Class A Free Float being equal to 5.1% of the votes entitled to be cast by the holders of all shares of capital stock entitled to vote thereon, voting together as a single class (the “AGM Class A Free Float Adjustment”); and (2) if, after giving effect to the AGM Class A Free Float Adjustment, the Aggregate AGM Class B Vote would be in excess of 9% of the total number of the votes entitled to be cast thereon by the holders of all outstanding shares of capital stock, (x) the Aggregate AGM Class B Vote shall be reduced to 9% of such total number and (y) the AGM Class C Vote, as calculated after giving effect to the AGM Class A Free Float Adjustment, shall be increased by a number of votes equal to the number of votes by which the Aggregate AGM Class B Vote was reduced pursuant to the foregoing clause (x). As of June 25, 2021, the AGM Class A Shares, the AGM Class B Share and the AGM Class C Share represented 9.2%, 8.0% and 82.8%, respectively, of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class. As of June 25, 2021, the Principals, who have agreed to use reasonable best efforts to take all actions necessary to give effect to the corporate governance updates as described in the section of this joint proxy statement/prospectus titled “Corporate Governance Updates” beginning on page 212, held 91.4% of the total voting power of the outstanding AGM Class A Shares, the AGM


 

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Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class (or 92.8% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy). As a result, the AGM charter amendment proposal is expected to be approved at the AGM special meeting. A failure to vote, a failure to provide instructions with respect to your shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the AGM charter amendment proposal.

Whether or not there is a quorum present at the AGM special meeting, approval of the AGM adjournment proposal requires the affirmative vote of the holders of a majority in voting power of the shares of AGM common stock present in person or represented by proxy at the AGM special meeting and entitled to vote thereon. Either (i) a stockholder’s abstention on the AGM adjournment proposal or (ii) the failure to vote on the AGM adjournment proposal by a stockholder who attends the AGM special meeting in person or by proxy, will have the same effect as a vote “AGAINST” the AGM adjournment proposal. However, (i) a stockholder’s failure to attend the AGM special meeting in person or by proxy or otherwise vote their shares at the AGM special meeting and (ii) the failure of a beneficial owner of shares held through a bank, broker or other nominee to provide any voting instructions to such intermediary, will each have no effect on the outcome of the proposal.

The AHL Special General Meeting (page 88)

The AHL special meeting will be held on            ,          at            , Eastern Time, virtually at            . The AHL special meeting will be held online only and you will not be able to attend in person. Online check-in will begin at             , Eastern Time and you should allow ample time for the check-in procedures. You will be able to attend and participate in the AHL special meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting                at the meeting date and time stated above. To attend the meeting, you will need the password for the meeting and the control number included on your proxy card to access the meeting.

The purposes of the AHL special meeting are as follows:

 

  •  

AHL Proposal 1: Approval of AHL Merger. To consider and vote on the AHL merger agreement proposal;

 

  •  

AHL Proposal 2: Adjournment of the AHL Special Meeting. To consider and vote on the AHL adjournment proposal; and

 

  •  

AHL Proposal 3: Advisory vote on AHL’s named executive officer compensation. To consider and vote on the AHL non-binding compensation advisory proposal.

Completion of the transactions contemplated under the merger agreement is subject to the approval of the AHL merger agreement proposal by AHL’s shareholders.

Only holders of record of issued and outstanding AHL Common Shares and AHL Preferred Shares as of the close of business on             , 2021, the record date for the AHL special meeting, are entitled to notice of, and to vote at, the AHL special meeting in respect of the AHL merger agreement proposal and the AHL adjournment proposal. The holders of AHL Common Shares and the AHL Preferred Shares may cast one vote for each AHL Common Share and AHL Preferred Share that holders of AHL Common Shares and AHL Preferred Shares owned as of that record date but such votes will be subject to the voting cutback provisions in the AHL Bye-laws.

Only holders of record of issued and outstanding AHL Common Shares as of the close of business on            ,         , the record date for the AHL special meeting, are entitled to notice of, and to vote at, the AHL special meeting or any adjournment or postponement of the AHL special meeting in respect of the AHL non-binding compensation advisory proposal. The holders of AHL Common Shares may cast one vote for each AHL Common Share that holders of AHL Common Shares owned as of that record date.


 

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Assuming a quorum of at least two persons holding or representing by proxy more than one-third of the issued AHL Common Shares and AHL Preferred Shares present at the AHL special meeting (taking into account the adjustments set forth in AHL bye-law 4.3 as described in the section titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89 of this joint proxy statement/prospectus), the AHL merger agreement proposal requires the affirmative vote (in person or by proxy) of a majority of the Total Voting Power (as defined in the AHL bye-laws) attributable to the holders of the AHL Common Shares and the AHL Preferred Shares voting at the AHL special meeting in favor of the approval of the AHL merger agreement proposal. A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL merger agreement proposal, but will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting.

Assuming a quorum of the holders of a majority in voting power of the outstanding AHL Common Shares and AHL Preferred Shares entitled to vote at the AHL special meeting (taking into account the adjustments set forth in AHL bye-law 4.3 as described in the section titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89 of this joint proxy statement/prospectus) is present at the AHL special meeting, the AHL adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the Total Voting Power voting at the AHL special meeting in favor of the approval of the AHL adjournment proposal. A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL adjournment proposal, but will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting.

Assuming a quorum of the holders of a majority in voting power of the outstanding AHL Common Shares entitled to vote at the meeting is present at the AHL special meeting, the AHL non-binding compensation advisory proposal requires the affirmative vote (in person or by proxy) of the Total Voting Power in favor of the approval of the AHL non-binding compensation advisory proposal. A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL non-binding compensation advisory proposal, but will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting.

Interests of AGM’s Directors and Executive Officers in the Transactions (page 166)

When considering the recommendation of the AGM board of directors that AGM stockholders vote in favor of the adoption of the merger agreement, AGM stockholders should be aware that directors and executive officers of AGM have certain interests in the mergers that may be different from or in addition to the interests of AGM stockholders generally. The interests of AGM’s directors and executive officers include, among others, that (a) Marc Rowan and Scott Kleinman serve as directors on the board of directors of AGM and the board of directors of AHL, (b) as of April 28, 2021, certain AGM directors and executive officers and Mr. Leon Black (who was a director on the AGM board of directors at the signing of the merger agreement and voted to approve the mergers and the transactions contemplated by the merger agreement, and subsequently stepped down from the AGM board of directors on March 21, 2021) hold approximately 6.5 million AHL Common Shares, (c) certain of AGM’s directors are expected to serve as directors on the HoldCo board, (d) certain of AGM’s directors and executive officers of AGM hold AOG units and upon the elimination of the AGM Up-C structure in connection with the closing of the mergers will receive $3.66 in cash and one HoldCo share, for each AOG unit they hold, (e) certain of AGM’s executive officers are expected to become the executive officers of HoldCo and (f) AGM’s directors and executive officers will be provided continued indemnification and insurance coverage. Following the consummation of the mergers, each of Messrs. Leon Black, Marc Rowan and Joshua Harris is expected, as of June 25, 2021, to hold approximately 15.6%, 6.5% and 8.1% of the HoldCo Shares, respectively. The AGM board of directors was aware of these interests and considered them, among other things, in evaluating and negotiating the merger agreement and the mergers. The AGM board of directors considered these interests in recommending that the AGM stockholders adopt the merger agreement.


 

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Interests of AHL’s Directors and Executive Officers in the Transactions (page 168)

When considering the recommendation of the AHL board of directors (other than Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM) and the AHL special committee that holders of AHL Common Shares and AHL Preferred Shares vote in favor of the adoption of the merger agreement, holders of AHL Common Shares and AHL Preferred Shares should be aware that directors and executive officers of AHL have certain interests in the mergers that may be different from or in addition to the interests of holders of AHL Common Shares and AHL Preferred Shares generally. The interests of AHL’s directors and executive officers include, among others, that certain of AHL’s directors are expected to serve as directors on the HoldCo board, that certain of AHL’s executive officers are expected to become the executive officers of HoldCo, the treatment in the mergers of AHL Options, AHL RSAs, and AHL RSUs, and that AHL’s directors and executive officers will be provided continued indemnification and insurance coverage. Additionally, certain senior executives of AHL own shares of AGM and have interests in AHL investments as well as investments in investment funds managed by Apollo. Moreover, at the effective time of the AHL Merger, each of the issued and outstanding warrants of AHL that is outstanding immediately prior to the effective time of the AHL Merger will be exchanged for HoldCo Shares with a fair value measured at the time of the AHL Merger equal to the fair value of such AHL warrant as of immediately prior to the consummation of the AHL Merger calculated using a Black-Scholes valuation. See the section of this joint proxy statement/prospectus titled “The Merger Agreement—Treatment of the AHL Warrants” beginning on page 192. Certain of AHL’s senior executives currently own such warrants. The AHL board of directors was aware of these interests and considered them, among other things, in evaluating and negotiating the merger agreement and the mergers. The AHL board of directors and the AHL special committee considered these interests in recommending that the holders of AHL Common Shares and AHL Preferred Shares adopt the merger agreement.

Additionally, certain members of the AHL board of directors have interests in AHL and its investments. Please see the section titled “Relationships and Related Party Transactions Involving Apollo or its Affiliates” in AHL’s Amendment No. 1 to Form 10-K for the year ended December 31, 2020 on Form 10-K/A, which is incorporated by reference into this joint proxy statement/prospectus.

Governance of HoldCo After the Mergers (page 212 and Annexes D and E)

HoldCo’s certificate of incorporation and bylaws, which are attached as Annex D and Annex E to this joint proxy statement/prospectus, allocate authority over the day-to-day management to the HoldCo board of directors. Subject to certain limitations specified under Delaware law, the HoldCo board of directors may then delegate any of its powers to any committee, consisting of one or more directors. Following the completion of the corporate governance updates, the HoldCo board of directors is expected to have a new executive committee, audit, compensation and nominating and corporate governance committees, as well as other committees as the HoldCo board of directors determine are necessary and advisable from time to time. Additionally, each Principal is expected to hold certain governance rights pursuant to a stockholder agreement with HoldCo.

For more information about HoldCo’s board of directors and each Principal’s stockholder agreement, see the section of this joint proxy statement/prospectus titled “Corporate Governance Updates” beginning on page 212 and the section of this joint proxy statement/prospectus titled “Management” beginning on page 219.

Efforts to Complete the Mergers (page 193)

Each of the parties has agreed, subject to the terms and conditions of the merger agreement, to cooperate with the other parties and use (and will cause their respective subsidiaries to use) their respective reasonable best efforts


 

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(and in the case of AGM, use reasonable best efforts to cause any person that is deemed or may be deemed to “control” AGM or HoldCo within the meaning of applicable insurance laws) to as promptly as reasonably practicable take, or cause to be taken, all actions, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to the closing of the mergers to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions contemplated by the merger agreement.

The obligations of the parties described immediately above will not require, or be construed to require, any separate account, client (other than AHL and its subsidiaries), investment vehicle, portfolio company or similar entity sponsored, advised or managed, directly or indirectly, by AGM or any of its subsidiaries to agree to (i) sell, hold separate, divest, discontinue or limit, before or after the closing date of the transactions contemplated by the merger agreement, any assets, businesses or interest in any of their respective assets or businesses, or (ii) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses. Furthermore, such obligations will not require AGM or its affiliates to take any action which would have a non-de minimis adverse economic impact on the compensation arrangements between AGM or its affiliates, on the one hand, and AHL or its affiliates, on the other hand.

See the sections of this joint proxy statement/prospectus titled “The Mergers—Regulatory Approvals and Clearances Required for the Mergers” beginning on page 177 for a description of the material regulatory approvals required for the completion of the mergers and “The Merger Agreement—Efforts to Complete the Mergers” beginning on page 193.

Certain Beneficial Owners of AGM Common Stock (page 347)

On June 25, 2021, the Principals beneficially owned and were entitled to vote approximately 14,911,019 AGM Class A Shares and the AGM Class B Share, representing approximately 50.0% in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on the AGM merger agreement proposal, voting together as a single class (or 58.1% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy). On June 25, 2021, the Principals beneficially owned and were entitled to vote approximately 14,911,019 AGM Class A Shares, the AGM Class B Share and the AGM Class C Share, representing 91.4% in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class (or 92.8% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy). As discussed in the section of this joint proxy statement/prospectus titled “The Voting Agreements—Principals Voting Agreement” beginning on page 208, the Principals have entered into a voting agreement in connection with the transactions contemplated by the merger agreement. Additionally, the Principals have agreed, pursuant to the Term Sheet, to use reasonable best efforts to give effect to the corporate governance updates, of which the AGM charter amendment forms a part.

On June 25, 2021, AGM’s other directors and executive officers beneficially owned and were entitled to vote approximately 4,287,508 AGM Class A Shares, representing (a) 1.0% in voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class and (b) 0.2% in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share, voting together as a single class. Although no such other directors and executive officers of AGM have entered into any agreement obligating them to vote in a certain way, AGM currently expects that all of its directors and executive officers will vote their shares “FOR” the AGM merger agreement proposal, “FOR” the AGM charter amendment proposal and “FOR” the AGM adjournment proposal.

For more information regarding the security ownership of AGM directors and executive officers, see the information provided in the section of this joint proxy statement/prospectus titled “Certain Beneficial Owners of


 

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AGM Common Stock—Security Ownership of AGM Directors and Executive Officers” beginning on page 347.

Certain Beneficial Owners of AHL Common Shares (page 352)

On June 25, 2021, directors and executive officers of AHL beneficially owned and were entitled to vote 13,538,449 AHL Common Shares, collectively representing approximately 6.8% of the outstanding AHL Common Shares. Apollo Management Holdings, L.P. (“AMH”), a subsidiary of AGM, James Belardi, the Chief Executive Officer of AHL, and William Wheeler, the President of AHL, are parties to a voting agreement, dated October 27, 2019 (the “Athene Voting Agreement”), pursuant to which, and subject to certain conditions, Mr. Belardi and Mr. Wheeler irrevocably appointed AMH as its proxy and attorney-in-fact to vote all of their AHL Common Shares at any meeting of the holders of AHL Common Shares and AHL Preferred Shares and in connection with any written resolution of the holders of AHL Common Shares and AHL Preferred Shares. On June 25, 2021, Mr. Belardi and Mr. Wheeler beneficially owned 8,562,127 AHL Common Shares, representing 4.4% of the Total Voting Power (as defined in the AHL bye-laws) voting at the AHL special meeting.

Although no other directors and executive officers of AHL have entered into any agreement obligating them to vote in a certain way, AHL currently expects that all of its other directors and executive officers will vote their shares “FOR” the AHL merger agreement proposal, “FOR” the AHL non-binding compensation advisory proposal and “FOR” the AHL adjournment proposal. For more information regarding the security ownership of AHL directors and executive officers, see the information provided in the section of this joint proxy statement/prospectus titled “Certain Beneficial Owners of AHL Common Shares—Security Ownership of AHL Directors and Executive Officers” beginning on page 352.

Appraisal Rights (page 333)

Holders of AGM Class A Shares who dissent to the AGM Merger will not have rights to an appraisal of the fair value of their shares. Under the DGCL, appraisal rights are generally not available for the shares of any class or series listed on a national securities exchange or held of record by more than 2,000 holders if the holders thereof are required by the terms of an agreement of merger or consolidation to accept shares of stock of any other corporation that at the effective date of the merger will be either listed on a national securities exchange or held of record by more than 2,000 holders. The AGM Class A Shares are listed on the NYSE as of the record date, and holders of the AGM Class A Shares will receive HoldCo Shares pursuant to the merger agreement. The merger agreement provides that HoldCo and AGM shall use reasonable best efforts to cause the HoldCo Shares to be issued in the mergers to be approved for listing on the NYSE, subject to official notice of issuance, prior to the closing of the mergers.

Holders of AHL Common Shares and AHL Preferred Shares who do not vote in favor of to the AHL merger agreement proposal and who are not satisfied that they have been offered fair value for their shares, may within one month of the giving of the notice of the AHL special meeting to approve the AHL merger agreement proposal, apply to the Bermuda Court to appraise the fair value of their shares. For a more complete description of the available appraisal rights of holders of AHL Common Shares and AHL Preferred Shares, see the section of this joint proxy statement/prospectus titled “Appraisal Rights” beginning on page 333.

Conditions to Completion of the Mergers (page 182)

In addition to the adoption of the merger agreement by AGM stockholders and the adoption of the merger agreement by holders of AHL Common Shares and AHL Preferred Shares, completion of the transactions contemplated by the merger agreement (including the statutory merger agreement incorporated therein) is



 

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subject to the satisfaction of a number of other conditions, including, but not limited to (i) the authorizations, consents, orders or approvals of, or declarations or filings with, and the expiration of waiting periods required from, certain governmental authorities having been obtained and being in full force and effect; (ii) there being in effect no injunction, judgment, ruling or law enacted, promulgated, issued, entered, amended or enforced by any governmental authority enjoining, restraining or otherwise making illegal or prohibiting the consummation of the mergers; (iii) the SEC having declared the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, effective under the Securities Act, there being no stop order in effect by the SEC suspending the effectiveness of the registration statement and there being no pending proceedings for that purpose; (iv) the representations and warranties of each party in the merger agreement being true and correct, subject to certain specified exceptions and materiality thresholds; (v) there not having been since the date of the merger agreement a material adverse effect on either party; (vi) the other party having performed or complied in all material respects with the obligations required to be performed or complied with by it under the merger agreement at or prior to the effective time of the AGM Merger or the AHL Merger, as applicable, and (vii) each of AGM and AHL having received a written tax opinion from AGM’s counsel and AHL’s counsel, respectively, or a nationally recognized accounting firm or law firm reasonably acceptable to AGM or AHL, as applicable, in form and substance reasonably satisfactory to AGM and AHL, respectively, dated as of the closing date, to the effect that, based on the AGM tax representation letter and the AHL tax representation letter, the mergers and the operating group unit exchange, taken together, will be treated as a transaction described in Section 351 of the Code.

In addition, AHL’s obligation to complete the mergers is also subject to the completion, or the completion concurrently with the closing, in all respects of the restructuring involving AGM and its subsidiaries, among others, pursuant to which (i) all AOG units held of record or beneficially by persons other than AGM, AHL and their respective subsidiaries will be exchanged, in a series of steps, for HoldCo Shares or other consideration and (ii) the only outstanding class of common stock outstanding upon consummation of the restructuring shall be the AGM Class A Shares or the HoldCo Shares.

For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the mergers, see the section of this joint proxy statement/prospectus titled “The Merger Agreement—Conditions to Completion of the Mergers” beginning on page 182.

Adverse Recommendation Change; No Solicitation of Takeover Proposals (page 185)

Adverse Recommendation Change

Except as described below, each of AGM and AHL has agreed that, from the date of the merger agreement until the effective time of the AGM Merger or the effective time of the AHL Merger, as applicable, or, if earlier, the date on which the merger agreement is terminated in accordance with its terms, its respective board of directors will not:

 

  •  

withdraw, suspend or withhold its recommendation that, in the case of AGM, the AGM stockholders approve the AGM merger agreement proposal or, in the case of AHL, the holders of AHL Common Shares and AHL Preferred Shares approve the AHL merger agreement proposal;

 

  •  

modify, qualify or amend, in a manner adverse to the other party, its recommendation that, in the case of AGM, the AGM stockholders approve the AGM merger agreement proposal or, in the case of AHL, the holders of AHL Common Shares and AHL Preferred Shares approve the AHL merger agreement proposal;

 

  •  

fail to include its recommendation in this joint proxy statement/prospectus;

 

  •  

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Schedule 14D-9 against any takeover proposal within 10 business days following the commencement of such takeover proposal; or

 

  •  

fail to publicly reaffirm its recommendation that, in the case of AGM, the AGM stockholders approve the AGM merger agreement proposal or, in the case of AHL, the holders of AHL Common Shares and AHL Preferred Shares approve the AHL merger agreement proposal, in the case of AHL, within two business days of a written request made by AGM to make such public reaffirmation, provided that AHL will not be obligated to make such a public reaffirmation more than one time in any ten business day period with respect to a particular takeover proposal or public amendment to such takeover proposal and four times in the aggregate, or, in the case of AGM, within five business days of a written request by AHL to make such public reaffirmation following the receipt by AGM of a public takeover proposal (other than in the case of a takeover proposal in the form of a tender offer or exchange offer) that has not been withdrawn.

Any of the actions by a party described in the immediately preceding paragraph are referred to in this joint proxy statement/prospectus as an “adverse recommendation change” of such party.

No Solicitation of Takeover Proposals

Except as described below, AHL has agreed that, from the date of the merger agreement until the effective time of the AHL Merger or, if earlier, the date on which the merger agreement is terminated in accordance with its terms, it will not, and will cause its subsidiaries and its and their representatives not to, directly or indirectly:

 

  •  

solicit, initiate, induce, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiry or request for information regarding, or the making of any proposal or offer that constitutes or could reasonably be expected to lead to, a takeover proposal;

 

  •  

amend, waive or knowingly fail to enforce any standstill or confidentiality obligation of any person (other than AGM and its subsidiaries) under any existing confidentiality agreement entered into by AHL within the two years prior to the date of the merger agreement in connection with a potential takeover proposal;

 

  •  

engage in, continue or participate in any discussions or negotiations with, furnish or disclose any non-public information relating to AHL or any of its subsidiaries to, or afford access to the business, properties, assets, books and records or personnel of AHL or any of its subsidiaries to, any person (other than AGM, HoldCo, AGM Merger Sub or AHL Merger Sub, or any of their respective representatives) in connection with, or for the purpose of soliciting, initiating, inducing, facilitating or encouraging, a takeover proposal; or

 

  •  

enter into or publicly propose to enter into any letter of intent, agreement or agreement in principle with respect to, or that reasonably could be expected to lead to, a takeover proposal, other than an acceptable confidentiality agreement with respect to such takeover proposal.

Nothing contained in the merger agreement will prevent AHL or its board of directors from, at any time prior to obtaining the requisite approval of holders of AHL Common Shares and AHL Preferred Shares of the AHL Merger, in response to a bona fide written takeover proposal that was delivered to AHL after the date of the merger agreement and that did not result from any material breach of AHL’s non-solicitation obligations, from contacting any person making such takeover proposal solely to the extent necessary to clarify the terms and conditions of such takeover proposal.

For a more complete summary of Adverse Recommendation Changes and No Solicitation of Takeover Proposals, see the section of this joint proxy statement/prospectus titled “The Merger Agreement—Adverse


 

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Recommendation Change; No Solicitation of Takeover Proposals—No Solicitation of Takeover Proposals” beginning on page 185.

Termination of the Merger Agreement (page 195)

Under certain circumstances (including, among other reasons, if the mergers are not completed by June 30, 2022), the merger agreement may be terminated and the transactions contemplated by the merger agreement (including the statutory merger agreement incorporated therein) may be abandoned at any time prior to the effective time of the AHL Merger, whether before or after receipt of the requisite approvals of the holders of AHL Common Shares and AHL Preferred Shares and the AGM stockholders (except as otherwise expressly noted).

Expenses and Termination Fee (page 196)

The merger agreement provides that AGM will be obligated to pay AHL a cash termination fee of $81,900,000 within five business days of the date of termination of the merger agreement in the event (i) the board of directors of AGM withdraws, suspends, withholds or, in any manner adverse to AHL, amends its recommendation of approval of the AGM Merger and the merger agreement by AGM stockholders and (ii) AGM stockholder approval of the AGM Merger and the merger agreement is not obtained at the AGM special meeting at which the AGM Merger and the merger agreement is submitted for approval.

Voting Agreements (page 208)

On March 8, 2021, AHL entered into a voting agreement with the Principals (such agreement, the “Principals Voting Agreement”). As of June 25, 2021, the Principals beneficially owned and were entitled to vote approximately 14,911,019 AGM Class A Shares, and the AGM Class B Share (the “Subject Shares”) for the merger agreement proposal. The Principals Voting Agreement, among other things, requires that the Principals vote (or cause to be voted) the Subject Shares and the Tiger AGM Shares (as defined below) in favor of adopting the merger agreement and the AGM Merger and against certain other transactions. As of June 25, 2021, the Subject Shares and the Tiger AGM Shares that are, in each case, subject to the Principals Voting Agreement constitute approximately 58.1% in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on the AGM merger agreement proposal, voting together as a single class. If the AGM board of directors makes an adverse recommendation to the AGM stockholders in connection with the transactions contemplated by the merger agreement, the Principals Voting Agreement provides that the number of Subject Shares and Tiger AGM Shares that the Principals are required to vote (or cause to be voted) shall not exceed 35% of the aggregate voting power of the AGM Class A Shares and the AGM Class B Share. The Principals Voting Agreement will terminate upon the earlier of the termination of the merger agreement and certain other specified events. Each Principal entered into the Principals Voting Agreement in his capacity as the stockholders of AGM. Nothing in the Principals Voting Agreement constrains a Principal’s ability to act as a director or officer of AGM.

As used above, “Tiger AGM Shares” refers to the AGM Class A Shares beneficially owned by advisory clients of Tiger Global Management, LLC and/or its related persons’ proprietary accounts (“Tiger”) that are subject to an irrevocable proxy pursuant to which AGM Management, LLC, AGM’s Class C Stockholder (the “Class C Stockholder”), has the right to vote all of such Tiger AGM Shares at any meeting of AGM stockholders and in connection with any written consent by AGM stockholders as determined in the sole discretion of the Class C Stockholder.

On October 27, 2019, AMH, James Belardi, the Chief Executive Officer of AHL, and William Wheeler, the President of AHL, entered into the Athene Voting Agreement, pursuant to which Mr. Belardi and Mr. Wheeler


 

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irrevocably appointed AMH as its proxy and attorney-in-fact to vote all of their AHL Common Shares at any meeting of AHL’s shareholders occurring following the closing date of the transactions contemplated thereby and in connection with any written resolution of the holders of AHL Common Shares and AHL Preferred Shares thereafter.

Board of Directors and Management After the Mergers (page 219)

Pursuant to the merger agreement, effective as of the closing of the mergers, the board of directors of HoldCo immediately following the effective time of the AHL Merger will consist of (i) four directors of AHL in office immediately prior to the effective time of the AHL Merger, including Mr. James Belardi and three directors selected by the disinterested members of the board of directors of AHL and reasonably acceptable to AGM, and which must qualify as an “independent director” under the listing standards of the NYSE and the applicable rules of the SEC, (ii) the directors of AGM in office immediately prior to the effective time of the AHL Merger and (iii) no more than eighteen directors in the aggregate. The other three directors of AHL who are expected to be directors of HoldCo following the effective time of the Mergers are Mr. Marc A. Beilinson, Ms. Mitra Hormozi and Mr. Lynn Swann. Additionally, at this time, it is unknown which directors of AGM will be in office immediately prior to the effective time of the AGM Merger.

The HoldCo senior management team after the effective time of the mergers is expected to be substantially the same as the current senior management team of AGM with the potential addition of certain members of the current senior management team of AHL.

For a more detailed summary of the Board of Directors and Management of HoldCo after the mergers, see the section of this joint proxy statement/prospectus titled “Management” beginning on page 219.

Accounting Treatment of the Mergers (page 177)

HoldCo, AGM and AHL each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States, which are referred to as “GAAP”. Each merger will be accounted for using the acquisition method of accounting, and AGM will be treated as the accounting acquirer. HoldCo will be the successor company to AGM.

Material Tax Consequences of the Mergers (page 335)

HoldCo, AGM and AHL each intend that, subject to certain limitations and qualifications described in the section of this joint proxy statement/prospectus titled “Material Tax Consequences of the Mergers,” beginning on page 335, the mergers, taken together, will qualify as a transaction described in Section 351 of the Code (as defined herein). The obligation of AGM to complete the mergers is conditioned upon the receipt by AGM of an opinion from either Paul Weiss or Skadden Arps, co-counsel to AGM, to the effect that for U.S. federal income tax purposes, the AGM Merger, the AHL Merger and the exchange of AOG units, taken together, will qualify as a transaction described in Section 351 of the Code. The obligation of AHL to complete the mergers is conditioned upon the receipt by AHL of an opinion from either Latham & Watkins LLP or Sidley Austin LLP, co-counsel to AHL, to the effect that for U.S. federal income tax purposes, the AGM Merger, the AHL Merger and the exchange of AOG units, taken together, will qualify as a transaction described in Section 351 of the Code. If such treatment applies, U.S. Holders (as defined herein) of the AGM Class A Shares and AHL Common Shares will generally not recognize gain or loss upon the exchange of their AGM Class A Shares or AHL Common Shares for HoldCo Shares in the mergers.

The treatment of any cash received by a holder of AHL Common Shares instead of fractional HoldCo Shares is discussed in the section of this joint proxy statement/prospectus titled “Material Tax Consequences of


 

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the Mergers—U.S. Federal Income Tax Consequences of the Mergers to U.S. Holders of AHL Common Shares—Cash Received by U.S. Holders of AHL Common Shares Instead of a Fractional HoldCo Share” beginning on page 338.

For a more detailed summary of the material tax consequences of the mergers, see the section of this joint proxy statement/prospectus titled “Material Tax Consequences of the Mergers” beginning on page 335.

Regulatory Approvals and Clearances Required for the Mergers (page 177)

Each of the parties have agreed to cooperate with the other parties and use their respective reasonable best efforts to take or cause to be taken, all actions, and do or cause to be done, all things necessary, proper or advisable to obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the transactions contemplated by the merger agreement.

Consummation of the mergers, and the adoption of the AGM charter amendment and the consummation of the corporate governance updates are conditioned upon receiving certain approvals from, and/or making certain filings with, certain U.S. state regulatory authorities relating to AHL’s and AGM’s insurance company and other licensed subsidiaries. The obligations of each of AGM and AHL to effect the mergers and the corporate governance updates, and the ability of AGM to adopt the AGM charter amendment, are also subject to obtaining other regulatory approvals in various jurisdictions in which AGM and AHL operate their respective businesses. These approvals and clearances are described in more detail under the section of this joint proxy statement/prospectus titled “The Mergers—Regulatory Approvals and Clearances Required for the Mergers” beginning on page 177.

Comparison of Stockholders’ Rights (page 234)

Upon completion of the mergers, AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares receiving HoldCo Shares will become stockholders of HoldCo, and their rights will be governed by Delaware law and the governing corporate documents of HoldCo in effect at the effective time. AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares will have different rights once they become stockholders of HoldCo due to differences between the governing corporate documents of AGM and AHL and the proposed governing corporate documents of HoldCo. These differences are described in more detail under the section of this joint proxy statement/prospectus titled “Comparison of Stockholders’ Rights” beginning on page 234.

Following the mergers, each of the issued and outstanding shares of AGM preferred stock will remain issued and outstanding as preferred stock of AGM. In the AHL Merger, each of the issued and outstanding AHL Preferred Shares, shall under applicable Bermuda law automatically become an equivalent preferred share of AHL, the surviving company in the AHL Merger. These preferred shares shall be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and qualifications, limitations and restrictions set forth in the existing certificates of designations relating to the respective series of AHL Preferred Shares and will continue in effect the AHL Preferred Shares. As an AHL Preferred Shareholder, you will not receive anything different if the mergers are completed as the AHL Preferred Shares were issued to a depositary and holders who hold interests in the AHL Preferred Shares hold such interests in the form of depositary shares that evidence such interests and such depositary shares will not be varied in any way if the mergers are completed.


 

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Listing of HoldCo Shares; Delisting and Deregistration of AGM Common Stock and AHL Common Shares (page 179)

The HoldCo Shares to be issued in the mergers will be listed for trading on the NYSE. Upon the completion of the AGM Merger, AGM Class A Shares will be delisted from the NYSE and subsequently deregistered under the Exchange Act in accordance with applicable securities laws. Upon the completion of the AHL Merger, AHL Common Shares will be delisted from the NYSE and subsequently deregistered under the Exchange Act in accordance with applicable securities laws. Following the mergers, each of the issued and outstanding shares of AGM preferred stock will remain issued and outstanding as preferred stock of AGM. In the AHL Merger, each of the issued and outstanding AHL Preferred Shares, shall under applicable Bermuda law automatically become an equivalent preferred share of AHL, the surviving company in the AHL Merger. As a result, each of AGM and AHL will continue to have independent reporting obligations under the Exchange Act.

Expected Timing of Corporate Governance Updates (page 212)

AGM currently expects the corporate governance updates to occur prior to or concurrently with the consummation of the transactions contemplated by the merger agreement. However, AGM cannot predict the actual date on which the corporate governance updates will be completed, or if they will be completed at all, because completion is subject to conditions and factors outside the control of AGM. AGM must first obtain (a) the consent of the holder of the AGM Class C Share, which was delivered on            ,         , (b) the affirmative vote at the AGM special meeting of the holder of the outstanding AGM Class B Share and (c) the affirmative vote of the holders of a majority in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on such proposal, voting together as a single class. Additionally, AGM must also obtain necessary regulatory approvals for the corporate governance updates and satisfy certain other closing conditions. If the corporate governance updates are not implemented at AGM prior to the consummation of the mergers, upon the closing of the mergers, the corporate governance updates will be implemented at, and will affect the corporate governance of, HoldCo and will not be implemented at AGM, which will become a wholly-owned subsidiary of HoldCo.

Expected Timing of the Mergers (page 101)

HoldCo, AGM and AHL currently expect the mergers to close in January 2022. However, neither HoldCo, AGM nor AHL can predict the actual date on which the transactions contemplated by the merger agreement will be completed, or if they will be completed at all, because completion is subject to conditions and factors outside the control of all companies. AGM must first obtain the affirmative vote on the AGM merger agreement proposal of the holders of a majority in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on such proposal, voting together as a single class. Additionally, AHL must obtain the affirmative vote of the holders of a majority of the Total Voting Power (as defined in the AHL bye-laws) voting at the AHL special meeting (subject to adjustment in accordance with the AHL bye-laws and as described in the section of this joint proxy statement/prospectus titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89) in favor of the approval of the AHL merger agreement proposal. Additionally, both AGM and AHL must obtain necessary regulatory approvals for the mergers and satisfy certain other closing conditions.

Risk Factors (page 49)

In evaluating the merger agreement and the transactions contemplated under the merger agreement, including the issuance of HoldCo Shares in the mergers, as well as the AGM charter amendment, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section of this joint proxy statement/prospectus titled “Risk Factors” beginning on page 49.


 

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, you should consider carefully the following risk factors, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements.” You should also read and consider the risks associated with the business of AGM and the risks associated with the business of AHL because these risks will also affect HoldCo. The risks associated with the business of AGM can be found in the AGM Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the AGM Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which are incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392. The risks associated with the business of AHL can be found in the AHL Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 19, 2021 and the AHL Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which are incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

Risks Relating to the Mergers

Because the exchange ratio is fixed and will not be adjusted in the event of any change in either AGM’s stock price or AHL’s share price, the value of the shares of HoldCo is uncertain.

Upon completion of the mergers, each issued and outstanding AHL Common Share (other than AHL Common Shares held (a) by AHL as treasury shares or (b) by AHL Merger Sub, the Apollo Operating Group or the respective direct or indirect wholly owned subsidiaries of AHL or the Apollo Operating Group), will be converted automatically into the right to receive 1.149 duly authorized, validly issued, fully paid and nonassessable HoldCo Shares and any cash paid in lieu of fractional HoldCo Shares. The exchange ratio is fixed and will not be adjusted for changes in the market value of the AGM Shares or the AHL Common Shares. No fractional HoldCo Shares will be issued in connection with the AHL Merger. Instead, a shareholder of AHL who otherwise would have received a fractional HoldCo Share will be entitled to receive, from the paying agent appointed by HoldCo pursuant to the merger agreement, a cash payment in lieu of such fractional shares in an amount equal to the fractional share interest to which such holder would otherwise be entitled multiplied by the volume weighted average trading price of the AGM Shares on the NYSE (as reported by Bloomberg L.P. or, if not reported thereby, by another authoritative source mutually agreed by AHL and AGM) for the 30 consecutive trading days ending on the date immediately preceding the effective time of the AGM Merger.

The market prices of AGM Class A Shares and AHL Common Shares have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the AGM special meeting and the AHL special meeting, respectively, and the date the mergers are consummated. The market price of HoldCo Shares may continue to fluctuate thereafter.

Because the value of the merger consideration for the holders of AHL Common Shares and AHL Preferred Shares will depend on the market price of AGM Class A Shares at the time the AHL Merger is completed, holders of AHL Common Shares and AHL Preferred Shares will not know or be able to determine at the time of the AHL special meeting the market value of the merger consideration they would receive upon completion of the AHL Merger.

Stock price changes may result from a variety of factors, including, among others:

 

  •  

general market and economic conditions;

 

  •  

changes in AGM and AHL’s respective businesses, operations and prospects;

 

  •  

market assessments of the likelihood that the mergers will be completed;

 

  •  

interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of AGM Class A Shares and the AHL Common Shares;

 

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  •  

federal, state and local legislation, governmental regulation and legal developments in AGM’s and AHL’s businesses; and

 

  •  

the timing of the mergers and regulatory considerations.

Many of these factors are beyond AGM’s and AHL’s control, and neither AGM or AHL are permitted to terminate the merger agreement solely due to a decline in the market price of the other party. You are urged to obtain current market quotations for AGM Class A Shares and AHL Common Shares in determining whether to vote for adoption of the merger agreement and the adoption of the AGM charter amendment in the case of AGM stockholders or for the adoption of the merger agreement in the case of holders of AHL Common Shares and AHL Preferred Shares.

AGM common stockholders and AHL common shareholders will each have reduced ownership over HoldCo.

Upon consummation of the mergers, each AGM common stockholder and each holder of AHL Common Shares will become a stockholder of HoldCo, with a percentage ownership of HoldCo that is smaller than such stockholder’s or shareholder’s, as applicable, percentage ownership of AGM or AHL, as applicable, immediately prior to the mergers. Accordingly, AGM common stockholders and holders of AHL Common Shares and AHL Preferred Shares will have less ownership of HoldCo than they now have of AGM or AHL, as applicable.

Until the completion of the mergers or the termination of the merger agreement in accordance with its terms, AGM and AHL are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to AGM or AHL and their stockholders and shareholders, respectively.

After the date of the merger agreement and prior to the effective times of the mergers, the merger agreement restricts AGM and AHL from taking specified actions without the written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and requires that the business of each company and its respective subsidiaries be conducted in all material respects in the ordinary course of business consistent with past practice. These restrictions may prevent AGM or AHL from making appropriate changes to their respective businesses or organizational structures or from pursuing attractive business opportunities that may arise prior to the completion of the mergers and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the mergers could be exacerbated by any delays in consummation of the mergers or termination of the merger agreement. See the section of this joint proxy statement/prospectus titled “The Merger Agreement—Conduct of Business Pending the Completion of the Mergers” beginning on page 197.

There are a number of required approvals and other closing conditions in addition to shareholder approvals which may prevent or delay completion of the mergers.

The mergers are subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, (i) receipt of the required approval of the (a) AGM merger agreement proposal and (b) AHL merger agreement proposal; (ii) the authorizations, consents, orders or approvals of, or declarations or filings with, and the expiration of waiting periods required from, certain governmental authorities having been obtained and being in full force and effect (see the section of this joint proxy statement/prospectus titled “The Mergers—Regulatory Approvals and Clearances Required for the Mergers” beginning on page 177 for more information on the authorizations, consents, orders and approvals of, or declarations and filings with these governmental authorities); (iii) there being in effect no injunction, judgment, ruling or law enacted, promulgated, issued, entered, amended or enforced by any governmental authority (collectively referred to in this joint proxy statement/prospectus as “restraints”) enjoining, restraining or otherwise making illegal or prohibiting the consummation of the mergers; (iv) the SEC having declared the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, effective under the Securities Act, there being

 

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no stop order in effect by the SEC suspending the effectiveness of the registration statement and there being no pending proceedings for that purpose; (v) the accuracy of the representations and warranties of the other party to the extent required under the merger agreement; (vi) in the case of each of AGM, AHL and HoldCo’s, compliance with, in all material respects, each of the covenants, obligations and agreements it is required to comply with or perform at or prior to the effective times of the mergers and issuance to the other party or parties, as applicable, of a certificate signed by an executive officer of the party to such effect; and (vii) since the date of the merger agreement there must not have occurred and be continuing any (a) state of facts, circumstance, condition, event, change, development, occurrence, result, effect, action or omission that has had or would reasonably be expected to have, individually in the aggregate, a material adverse effect with respect to the other party or (b) material adverse effect with respect to the other party. In addition, the obligations of HoldCo to effect the mergers are subject to:

 

  •  

AGM and AHL having received a written tax opinion from AGM’s counsel and AHL’s counsel, respectively, or a nationally recognized accounting firm or law firm reasonably acceptable to AGM or AHL, as applicable, in form and substance reasonably satisfactory to AGM and AHL, respectively, dated as of the closing date, to the effect that, based on the AGM tax representation letter and the AHL tax representation letter, the mergers and the exchange of the AOG units, taken together, will be treated as a transaction described in Section 351 of the Code, dated as of the closing date; and

 

  •  

the completion, or the completion concurrently with the closing, in all respects of the restructuring involving AGM and its subsidiaries, among others, pursuant to which (i) all AOG units held of record or beneficially by persons other than AGM, AHL and their respective subsidiaries will be exchanged, in a series of steps, for HoldCo Shares or other consideration and (ii) the only outstanding class of common stock outstanding upon consummation of the restructuring shall be the AGM Class A Shares or the HoldCo Shares.

No assurance can be given that the required stockholder and shareholder consents and approvals, as applicable, will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the consents and approvals. Any delay in completing the mergers could cause HoldCo not to realize, or to be delayed in realizing, some or all of the benefits that AGM and AHL expect to achieve if the mergers are successfully completed within their expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the mergers, see the section of this joint proxy statement/prospectus titled “The Merger Agreement—Conditions to Completion of the Mergers” beginning on page 182.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated by the merger agreement and the corporate governance updates can be completed, various approvals must be obtained from regulatory agencies in the United States and other countries. In deciding whether to grant these approvals, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay receipt of required approvals.

The terms of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of AGM’s or AHL’s business or require changes to the terms of the transactions contemplated by the merger agreement and the corporate governance updates. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement and the corporate governance updates, imposing additional material costs on or otherwise reducing the anticipated benefits of the mergers if the mergers were consummated successfully within the expected timeframe. Nor can there be any assurance that any such conditions, terms,

 

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obligations or restrictions will not result in the delay or abandonment of the transaction. Additionally, the completion of the mergers is conditioned on the absence of certain orders or injunctions issued by any court of competent jurisdiction or other legal restraints that would prohibit or make illegal the consummation of any of the transactions contemplated by the merger agreement.

The mergers, including uncertainty regarding the mergers, may cause strategic partners to delay or defer decisions concerning AGM and AHL and could adversely affect each company’s ability to effectively manage their respective businesses.

The mergers will happen only if the stated conditions are met, including the adoption of the merger agreement by AGM’s stockholders and the approval of the AHL merger agreement proposal by AHL’s shareholders, among other conditions. Many of the conditions are outside the control of AGM and AHL, and both parties also have certain rights to terminate the merger agreement. Accordingly, there may be uncertainty regarding the completion of the mergers. This uncertainty may cause strategic partners or others that deal with AGM and AHL to delay or defer entering into contracts with AGM and AHL or making other decisions concerning AGM and AHL or seek to change or cancel existing business relationships with AGM or AHL, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have a material adverse effect on the respective businesses of AGM and AHL, regardless of whether the mergers are ultimately completed.

In addition, the merger agreement restricts AGM, AHL and their respective subsidiaries from making certain acquisitions and taking other specified actions until the mergers occur without the consent of the other parties (such consent not to be unreasonably withheld, conditioned or delayed). These restrictions may prevent AGM and AHL from pursuing attractive business opportunities or strategic transactions that may arise prior to the completion of the mergers. See the section of this joint proxy statement/prospectus titled “The Merger Agreement—Conduct of Business Pending the Completion of the Mergers” beginning on page 197 for a description of the restrictive covenants to which each of AGM and AHL is subject.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the mergers.

The success of the mergers will depend in part on the retention of personnel critical to the business and operations of HoldCo due to, for example, their technical skills or management expertise. Competition for qualified personnel can be intense.

Current and prospective employees of AGM and AHL may experience uncertainty about their future role with AGM and AHL until strategies with regard to these employees are announced or executed, which may impair AGM’s and AHL’s ability to attract, retain and motivate key personnel prior to and following the mergers. Employee retention may be particularly challenging during the pendency of the mergers, as employees of AGM and AHL may experience uncertainty about their future roles with HoldCo. If AGM and AHL are unable to retain personnel, AGM and AHL could face disruptions in their operations, loss of existing business partners, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the mergers.

If key employees of AGM or AHL depart, HoldCo may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of AGM or AHL, and HoldCo’s ability to realize the anticipated benefits of the mergers may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management associated with integrating employees into HoldCo. Accordingly, no assurance can be given that HoldCo will be able to attract or retain key employees of AGM or AHL to the same extent that those companies have been able to attract or retain their own employees in the past.

 

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The merger agreement may be terminated in accordance with its terms and the mergers may not be consummated.

Either AGM or AHL may terminate the merger agreement under certain circumstances, including, among other reasons, if the mergers are not completed by June 30, 2022. In addition, if the merger agreement is terminated under certain circumstances specified in the merger agreement, AGM may be required to pay AHL a termination fee of $81,900,000, including certain circumstances in which the AGM board of directors makes or publicly proposes to make an Adverse Recommendation Change (as defined in the section of this joint proxy statement/prospectus titled “The Merger Agreement—Adverse Recommendation Change; No Solicitation of Takeover Proposals” beginning on page 185) among other things as described in the section of this joint proxy statement/prospectus titled “The Merger Agreement—Adverse Recommendation Change; No Solicitation of Takeover Proposals” beginning on page 185. See the section of this joint proxy statement/prospectus titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 195 and the section of this joint proxy statement/prospectus titled “The Merger Agreement—Expenses and Termination Fee” beginning on page 196 for a more complete discussion of the circumstances under which the merger agreement could be terminated and when a termination fee may be payable by AGM.

The termination of the merger agreement could negatively impact AGM and AHL.

If the mergers are not completed for any reason, including as a result of AGM stockholders or holders of AHL Common Shares and AHL Preferred Shares failing to adopt the merger agreement, the ongoing businesses of AGM and AHL may be adversely affected and, without realizing any of the benefits of having completed the mergers, AGM and AHL would be subject to a number of risks, including the following:

 

  •  

each company may experience negative reactions from the financial markets, including negative impacts on its stock or share price;

 

  •  

each company may experience negative reactions from its business partners, regulators and employees;

 

  •  

each company will be required to pay certain legal, financing and accounting costs and associated fees and expenses relating to the mergers, whether or not the mergers are completed; and

 

  •  

matters relating to the mergers require substantial commitments of time and resources by AGM’s management and AHL’s management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to AGM or AHL, as applicable, as an independent company.

The directors and executive officers of AGM and AHL have interests and arrangements that may be different from, or in addition to, those of AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares generally.

When considering the recommendations of the boards of directors of AGM or AHL, as applicable, with respect to the proposals described in this joint proxy statement/prospectus, AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares should be aware that the directors and executive officers of each of AGM and AHL may have interests in the mergers and have arrangements that are different from, or in addition to, those of AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares generally. These interests and arrangements include the continued employment of certain executive officers of AGM and AHL by HoldCo or its subsidiaries, the continued service of certain independent directors of AGM and AHL as directors of HoldCo or its subsidiaries, the treatment in the mergers of outstanding equity, other equity-based and incentive awards, other compensation and benefit arrangements and the right to continued indemnification and insurance coverage for former AGM and AHL directors and officers by HoldCo. Certain members of senior management of AHL own shares of AGM and certain members of the AHL board of directors have interests in AHL and its investments. Please see the section titled “Relationship and Related Party Transactions Involving Apollo or its Affiliates” in AHL’s Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on April 20, 2021, which is incorporated by reference into this joint proxy statement/prospectus. These interests and arrangements may create potential conflicts of interest.

 

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AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares should be aware of these interests when they consider the recommendations of the respective AGM and AHL boards of directors that they vote to approve and adopt the AGM charter amendment, in the case of AGM, or that they adopt the merger agreement, in the case of both AGM and AHL.

The AGM and AHL boards of directors were aware of these interests and considered these interests, among other matters, when each approved and declared advisable (other than, with respect to the AHL board of directors, Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM) the merger agreement and the transactions contemplated by the merger agreement on the terms and subject to the conditions set forth in the merger agreement and recommended that AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares, respectively, approve the AGM merger agreement proposal, adopt the AGM charter amendment and approve the AGM adjournment proposal, and approve the AHL merger agreement proposal and the AHL non-binding compensation advisory proposal. The interests of AGM and AHL directors and executive officers are described in more detail in the sections of this joint proxy statement/prospectus titled “The Mergers—Interests of AGM Directors and Executive Officers in the Transactions” beginning on page 166 and “The Mergers—Interests of AHL Directors and Executive Officers in the Transactions” beginning on page 168.

AGM or AHL may waive one or more of the closing conditions without re-soliciting stockholder or shareholder approval.

AGM or AHL may determine to waive, in whole or part, one or more of the conditions of its obligations to consummate the mergers. AGM and AHL currently expect to evaluate the materiality of any waiver and its effect on AGM stockholders or holders of AHL Common Shares and AHL Preferred Shares, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the mergers or as to re-soliciting stockholder or shareholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by AGM or AHL, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with AHL.

The merger agreement contains “no shop” provisions that restrict AHL’s ability to, among other things (each as described in the section of this joint proxy statement/prospectus titled “The Merger Agreement—Adverse Recommendation Change; No Solicitation of Takeover Proposals” beginning on page 185):

 

  •  

solicit, initiate, induce, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiry or request for information regarding, or the making of any proposal or offer that constitutes or could reasonably be expected to lead to, a takeover proposal;

 

  •  

amend, waive or knowingly fail to enforce any standstill or confidentiality obligation of any person (other than AGM and its subsidiaries) under any existing confidentiality agreement entered into by AHL within the two years prior to the date of the merger agreement in connection with a potential takeover proposal;

 

  •  

engage in, continue or participate in any discussions or negotiations with, furnish or disclose any non-public information relating to AHL or any of its subsidiaries to, or afford access to the business, properties, assets, books and records or personnel of AHL or any of its subsidiaries to, any person (other than AGM, HoldCo, AGM Merger Sub or AHL Merger Sub, or any of their respective representatives) in connection with, or for the purpose of soliciting, initiating, inducing, facilitating or encouraging, a takeover proposal; or enter into or publicly propose to enter into any letter of intent, agreement or agreement in principle with respect to, or that reasonably could be expected to lead to, a takeover proposal, other than an acceptable confidentiality agreement with respect to such takeover

 

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proposal. Furthermore, there are only limited exceptions to the requirement under the merger agreement that neither AGM’s board of directors nor AHL’s board of directors withhold or withdraw (or modify, amend or qualify in a manner adverse to AGM or to AHL), or propose publicly to withhold or withdraw (or modify, amend or qualify in a manner adverse to AGM or to AHL, HoldCo, AGM Merger Sub or AHL Merger Sub, as applicable) its recommendation to its shareholders that its shareholders approve the AGM merger proposal and AHL merger proposal, respectively. Although AGM’s board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the merger agreement, in response to an acquisition proposal if it determines in good faith that a failure to do so would be inconsistent with its fiduciary duties, its doing so would entitle AHL to terminate the merger agreement and collect a termination fee from AGM in the amount of $81,900,000. For more information, see the sections of this joint proxy statement/prospectus titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 195 and “The Merger Agreement—Expenses and Termination Fee” beginning on page 196.

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the merger consideration, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

AGM and AHL will incur significant transaction and merger-related costs in connection with the mergers.

AGM and AHL have incurred and expect to incur a number of non-recurring costs associated with the mergers. These costs and expenses include fees paid to financial, legal and accounting advisors, potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by AGM and AHL regardless of whether the mergers are completed. There are also a large number of processes, policies, procedures, operations, technologies and systems that may or must be integrated in connection with the mergers and the integration of the two companies’ businesses. While both AGM and AHL have assumed that a certain level of expenses would be incurred in connection with the mergers and the other transactions contemplated by the merger agreement, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

There may also be additional unanticipated significant costs in connection with the mergers that HoldCo may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income AGM and AHL expect to achieve from the mergers. Although AGM and AHL expect that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

The HoldCo Shares to be received by AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares as a result of the mergers will have rights different from the shares of AGM Class A Shares and AHL Common Shares, respectively.

Upon consummation of the mergers, the rights of AGM stockholders holding AGM Class A Shares and holders of AHL Common Shares and AHL Preferred Shares, who will become stockholders of HoldCo, will be governed by the certificate of incorporation and bylaws of HoldCo. The rights associated with AGM Class A Shares and AHL Common Shares are different from the rights which will be associated with the HoldCo Shares. See the section of this joint proxy statement/prospectus titled “Comparison of Stockholders’ Rights” beginning on page 234 for a discussion of these rights.

Litigation filed in connection with the mergers could prevent or delay the consummation of the mergers or result in the payment of damages following completion of the mergers.

Lawsuits in connection with the mergers may be filed against AGM, AHL, HoldCo, AGM Merger Sub, AHL Merger Sub and/or their respective directors and officers, which could prevent or delay the consummation

 

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of the mergers and result in additional costs to AGM and AHL. The ultimate resolution of any lawsuits cannot be predicted with certainty, and an adverse ruling in any such lawsuit may cause the mergers to be delayed or not to be completed, which could cause AGM and AHL not to realize some or all of the anticipated benefits of the mergers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the mergers is consummated may adversely affect HoldCo’s business, financial condition, results of operations and cash flows. AGM and AHL cannot currently predict the outcome of or reasonably estimate the possible loss or range of loss from any such lawsuits or claims.

Risks Relating to HoldCo

The market price for HoldCo Shares following the completion of the mergers may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of AGM Class A Shares and AHL Common Shares.

Upon consummation of the mergers, AGM stockholders holding AGM Class A Shares and holders of AHL Common Shares and AHL Preferred Shares will both hold HoldCo Shares. AGM’s and AHL’s businesses differ and, accordingly, the results of operations of HoldCo will be affected by some factors that are different from those currently or historically affecting the results of operations of AGM and those currently or historically affecting the results of operations of AHL. The results of operations of HoldCo may also be affected by factors different from those that currently affect or have historically affected either AGM or AHL. For a discussion of the businesses of each of AGM and AHL and some important factors to consider in connection with those businesses, see the section of this joint proxy statement/prospectus titled “The Parties to the Merger” beginning on page 73, and the documents and information included elsewhere in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus and listed under the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

Third parties may terminate or alter existing contracts or relationships with AGM or AHL.

Each of AGM and AHL has contracts with customers, vendors, distributors, landlords, licensors, and other business partners which may require AGM or AHL, as applicable, to obtain consent from these other parties in connection with the mergers. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which AGM and/or AHL currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either or both parties in anticipation of the mergers, or with the combined company following the transactions. The pursuit of such rights may result in AGM, AHL or HoldCo suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and may lose rights that are material to its business. Any such disruptions could limit HoldCo’s ability to achieve the anticipated benefits of the mergers. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the mergers or the termination of the merger agreement.

Coordinating the businesses of AGM and AHL may be more difficult, costly or time-consuming than expected and HoldCo may fail to realize the anticipated benefits of the mergers, which may adversely affect HoldCo’s business results and negatively affect the value of HoldCo’s Shares following the mergers.

The success of the mergers will depend on, among other things, the ability of AGM and AHL to coordinate their businesses under HoldCo in a manner that facilitates growth opportunities. However, AGM and AHL may not be able to successfully coordinate their respective businesses in a manner that permits anticipated growth to be realized, without adversely affecting current revenues and investments. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected. Specifically, the following issues, among others, must be addressed in order to realize the anticipated benefits of the mergers so the combined company performs as expected:

 

  •  

coordinating the businesses of AGM and AHL and meeting the capital requirements of the combined company, in a manner that permits the combined company to achieve the growth anticipated to result from the mergers;

 

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  •  

coordinating the companies’ technologies;

 

  •  

coordinating the companies’ operating practices, internal controls and other policies, procedures and processes;

 

  •  

addressing possible differences in business backgrounds and corporate cultures;

 

  •  

coordinating geographically dispersed organizations; and

 

  •  

effecting actions that may be required in connection with obtaining regulatory approvals.

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the mergers and the coordination of the AGM and AHL businesses under HoldCo and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company.

Furthermore, the board of directors of HoldCo will consist of the current directors of AGM and certain directors of AHL. Combining the boards of directors of each company into a single HoldCo board could require the reconciliation of differing priorities and philosophies.

An inability to realize the full extent of the anticipated benefits of the mergers and the other transactions contemplated by the merger agreement, as well as any delays encountered in the combination process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company after the completion of the mergers. In addition, the actual coordination of the AGM and AHL businesses under HoldCo may result in additional and unforeseen expenses, and the anticipated benefits of the coordination plan may not be realized. If AGM and AHL are not able to adequately address coordination challenges, they may be unable to successfully coordinate their operations or realize the anticipated benefits of the coordination of the two companies.

The AGM and AHL unaudited pro forma condensed combined financial information and the summary unaudited combined non-GAAP adjusted operating earnings statement are inherently subject to uncertainties, the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is preliminary and HoldCo’s actual financial position and results of operations after the merger may differ materially from these estimates and the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus.

The unaudited pro forma condensed combined financial information and the summary unaudited combined non-GAAP adjusted operating earnings statement included in this joint proxy statement/prospectus are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and are not necessarily indicative of what HoldCo’s actual financial position or results of operations would have been had the mergers been completed on the dates indicated. HoldCo’s actual results and financial position after the mergers may differ materially and adversely from the unaudited pro forma condensed combined financial information or the summary unaudited combined non-GAAP adjusted operating earnings statement included in this joint proxy statement/prospectus. For more information, see the section of this joint proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 356 and the section of this joint proxy statement/prospectus titled “Reconciliation of Financial Measures—Unaudited Adjusted Operating Shares” beginning on page 386.

Additionally, the AGM and AHL unaudited prospective financial information provided in this joint proxy statement/prospectus is based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, policy holder and customer behavior, tax considerations, health of the industry, economic, market and financial conditions and additional matters specific to AGM’s or AHL’s business, as applicable) that are inherently subjective and uncertain and are beyond the control of the respective management teams of AGM and AHL. As a result, actual results may differ materially

 

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from the unaudited prospective financial information. Important factors that may affect actual results and cause these unaudited projected financial information to not be achieved include, but are not limited to, risks and uncertainties relating to AGM’s or AHL’s business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), general business and economic conditions. For more information, see the section of this joint proxy statement/prospectus titled “The Mergers—AGM Unaudited Financial Projections” beginning on page 160 and “The Mergers—AHL Unaudited Financial Projections” beginning on page 163.

Upon completion of the mergers, HoldCo may be subject to additional insurance and other regulatory requirements, which could materially and adversely affect the combined company.

Following the completion of the mergers, HoldCo will be subject to a complex and extensive array of laws and regulations that are administered and enforced by many regulators, including (but not limited to) (i) U.S. state insurance holding company system laws and regulations, (ii) certain insurance laws and regulations in Bermuda and (iii) insurance laws and regulations in other jurisdictions. In addition, it is possible that HoldCo will, following the closing of the mergers or in the future, meet the criteria adopted by the International Association of Insurance Supervisors (IAIS) as the Common Framework for the Supervision of Internationally Active Insurance Groups (ComFrame). Under these regulatory frameworks, potential changes thereto, and new laws or regulations that may be adopted, various additional regulatory and legal requirements would apply to HoldCo, including (but not limited to) ComFrame’s group capital requirements (in addition to risk-based capital requirements that are applied on a legal entity level basis in the U.S.) and qualitative requirements, including related to governance and risk management. These requirements, if applied, will impose additional expenses on HoldCo, make compliance more difficult, require heightened attention of senior management, or could restrict HoldCo’s ability to conduct its business activities in the manner in which they are now conducted. Such regulatory and legal requirements also may result in fines or other sanctions if HoldCo is deemed to have violated any laws or regulations. Changes in applicable regulatory and legal requirements, including changes in their interpretation or enforcement, could materially and adversely affect the business of HoldCo and its financial condition and results of operations.

Declaration, payment and amounts of dividends, if any, to holders of HoldCo Shares will be uncertain.

After the closing of the mergers, it is expected that HoldCo will declare and pay an annual dividend of $1.60 per HoldCo Share, with increases based on the growth of the business as determined by the HoldCo board of directors. The amount of dividends, if any, that are declared or paid to HoldCo’s stockholders, depends on a number of factors. The HoldCo board of directors will have sole discretion to determine whether any dividends will be declared, when dividends, if any, are declared, and the amount of such dividends. We expect that such determination would be based on a number of considerations, including HoldCo’s results of operations and capital management plans and the market price of HoldCo Shares, the availability of funds to HoldCo, HoldCo’s access to capital markets as well as industry practice and other factors, deemed relevant by the HoldCo’s board of directors, such as insurance regulatory requirements applicable to HoldCo’s subsidiaries. In addition, HoldCo’s ability to pay dividends and the amount of any dividends ultimately paid in respect of HoldCo Shares will, in each case, be subject to HoldCo receiving funds, directly or indirectly, from its operating subsidiaries, AGM and AHL. Furthermore, the ability of these operating subsidiaries to make distributions to HoldCo will depend on satisfying applicable law with respect to such distributions and making prior distributions on the AGM and AHL outstanding preferred stock, and the ability of AGM and AHL to receive distributions from their own respective subsidiaries will continue to depend on applicable law with respect to such distributions. There can be no guarantee that HoldCo’s stockholders will receive or be entitled to dividends commensurate with the historical dividends of AGM.

HoldCo’s certificate of incorporation generally provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all corporate law claims that may be brought by its stockholders and that the United States federal courts will be the exclusive forum for federal securities claims

 

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that may be brought by its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with HoldCo, AGM, AHL or HoldCo’s directors, officers, other employees or stockholders. If the mergers are not consummated and the AGM charter amendment is adopted at the AGM special meeting, the AGM charter amendment will implement the same exclusive forum provision at AGM.

HoldCo’s certificate of incorporation provides that HoldCo consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on HoldCo’s behalf; (b) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, other employees or stockholders to HoldCo; (c) any action asserting a claim arising pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws of HoldCo or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with HoldCo or HoldCo’s directors, officers, other employees or stockholders, which may discourage such lawsuits against HoldCo and HoldCo’s directors, officers, other employees and stockholders. Alternatively, if a court were to find the choice of forum provision contained in HoldCo’s certificate of incorporation to be inapplicable or unenforceable in an action, HoldCo may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect HoldCo’s business, financial condition and results of operations. The exclusive forum provision also provides that it will not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction; however, the exclusive forum provision in HoldCo’s certificate of incorporation provides that, unless HoldCo consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of such claims. Stockholders cannot waive, and will not be deemed to have waived under the exclusive forum provision, HoldCo’s compliance with the federal securities laws and the rules and regulations thereunder. Although we believe this exclusive forum provision benefits us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which it applies, this exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with HoldCo or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds the exclusive forum provision contained in HoldCo’s certificate of incorporation to be unenforceable or inapplicable in an action, HoldCo may incur additional costs associated with resolving such action in other jurisdictions, which could harm HoldCo’s business, operating results and financial condition.

If the AGM stockholders do not approve the AGM merger agreement proposal or the AHL shareholders do not approve the AHL merger agreement proposal or the mergers are otherwise not consummated, but the AGM stockholders approve the AGM charter amendment, (x) the corporate governance updates will be implemented at AGM, and (y) AGM and AHL will not consummate the mergers. In this instance, the AGM bylaws will include the exclusive forum provision described above and the risk described above will be applicable to AGM as opposed to HoldCo.

Even if the AHL Merger qualifies as a transaction described in Section 351 of the Code, a U.S. Holder of AHL Common Shares may still recognize gain as a result of the AHL Merger if AHL is or was classified as a passive foreign investment company (“PFIC”) for any taxable year during which a U.S. Holder held AHL Common Shares.

 

 

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Pursuant to Section 1291(f) of the Code, to the extent provided in U.S. Treasury Regulations, even if the mergers qualify as a transaction described in Section 351 of the Code, if AHL was a PFIC for any taxable year during a U.S. Holder’s holding period for the AHL Common Shares, certain adverse U.S. federal income tax consequences, including recognition of gain, could apply to such U.S. Holder as a result of the AHL Merger, unless certain exceptions apply. The IRS could take the position that Section 1291(f) of the Code is effective even in the absence of finalized U.S. Treasury Regulations, or U.S. Treasury Regulations treating the mergers as a taxable exchange could be finalized with retroactive effect. Accordingly, no assurances can be provided as to the potential applicability of Section 1291(f) of the Code to the AHL Merger. The U.S. Treasury promulgated proposed regulations in 1992 pursuant to which the mergers would generally not cause a U.S. Holder to recognize gain in the event that AHL was a PFIC for a prior taxable year, but these regulations remain proposed.

Based on the nature of AHL’s business, the projected composition of its income and the projected composition and estimated fair market values of its assets, AHL does not believe it was a PFIC for its taxable year ended on December 31, 2020 and does not expect to be a PFIC for its taxable year ending on December 31, 2021, or the succeeding taxable year. However, because there is significant uncertainty in the application of the PFIC rules, no assurance can be given that AHL was not previously a PFIC and will not be a PFIC for its taxable year ending December 31, 2021, or any subsequent taxable year. If AHL is treated as a PFIC with respect to a U.S. Holder and Section 1291(f) of the Code applies to the U.S. Holder’s transfer of AHL Common Shares pursuant to Section 351 of the Code, the U.S. Holder may be required to recognize any gain realized on such transfer. U.S. Holders of AHL Common Shares should consult such holders’ tax advisors regarding the possible classification of AHL as a PFIC and the resulting U.S. federal income tax considerations. See the section of this joint proxy statement/prospectus titled “Material Tax Consequences of the Mergers—U.S. Federal Income Tax Consequences of the Mergers to U.S. Holders of AHL Common Shares—Passive Foreign Investment Company Rules” beginning on page 338.

U.S. Holders (including U.S. tax exempt organizations) who own AHL Preferred Shares may be subject to adverse U.S. federal income tax consequences if AHL does not restructure its operations.

U.S. Holders (as defined herein) who own, directly or indirectly through certain entities, stock in certain foreign entities that recognize related person insurance income (“RPII”) may be subject to certain adverse U.S. federal income tax consequences. Following the mergers, certain non-U.S. subsidiaries of AHL are expected to recognize substantial amounts of RPII. AHL currently intends to restructure its operations such that, following the mergers, all such non-U.S. subsidiaries are owned by AHL only indirectly through one or more entities treated as domestic corporations for U.S. federal income tax purposes. If AHL completes such restructuring, the adverse U.S. federal income tax consequences referred to above should not apply to U.S. Holders of AHL Preferred Shares. However, AHL is not obligated to complete such restructuring, and there can be no assurances that it will complete such restructuring. If AHL does not complete such restructuring, U.S. Holders of AHL Preferred Shares may be subject to such adverse U.S. federal income tax consequences. See the section of this joint proxy statement/prospectus titled “Material Tax Consequences of the Mergers—U.S. Federal Income Tax Consequences of the Mergers to U.S. Holders of AHL Preferred Shares” beginning on page 340.

Holders of AHL Common Shares who are subject to prohibitions on the acquisition of equity or other interests in AGM pursuant to the subscription or organizational documents of certain entities sponsored, advised or managed, directly or indirectly, by AGM or its subsidiaries may be subject to adverse consequences if they do not dispose of their AHL Common Shares prior to the mergers, including being required by such entities to sell any HoldCo Shares received in the mergers.

The subscription agreements, limited partnership agreements, bye-laws or other subscription or organizational documents of certain investment vehicles, portfolio companies or similar entities sponsored, advised or managed, directly or indirectly, by AGM or its subsidiaries generally prohibit investors in such entities (and certain persons related or connected to those investors) from owning or acquiring, directly or indirectly, equity or certain other interests in AGM. Following the mergers, HoldCo will own all the common

 

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shares of AGM, the surviving entity in the AGM Merger. Accordingly, such documents may prohibit such investors (and such related or connected persons) from acquiring HoldCo Shares, whether pursuant to the mergers or otherwise. Holders of AHL Common Shares who are subject to these prohibitions and do not dispose of their AHL Common Shares prior to the mergers may be subject to adverse consequences under the terms of such documents, including being required by such entities to sell any HoldCo Shares received in the mergers.

The COVID-19 pandemic may delay or prevent the completion of the mergers.

Given the ongoing and dynamic nature of the COVID-19 crisis, it is difficult to predict the impact of that crisis on the businesses of AGM and AHL, and there is no guarantee that efforts by AGM or AHL to address the adverse impact of the COVID-19 pandemic will be effective. If either AGM or AHL is unable to recover from a business disruption on a timely basis, HoldCo’s business and financial condition and results of operations following the completion of the mergers could be adversely affected. The mergers may also be delayed or adversely affected by the COVID-19 pandemic, or become more costly due to AGM policies, AHL policies or government policies and actions to protect the health and safety of individuals, or government policies or actions to maintain the functioning of national or global economies and markets could delay or prevent the completion of the mergers. AGM or AHL may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect AGM’s or AHL’s financial condition or results of operations.

Due to uncertainty regarding the severity and duration of the COVID-19 pandemic and related public health measures and macroeconomic impacts, AGM and AHL are unable to predict the full impact of the COVID-19 pandemic on their, and HoldCo’s, business, financial condition, operating results and cash flows. In addition, the impacts of the COVID-19 pandemic will be exacerbated the longer the pandemic continues.

Risks Relating to AGM’s Business

AGM’s business will continue to be subject to the risks described in the sections titled “Risk Factors” in AGM’s Annual Report on Form 10-K for the year ended December 31, 2020, and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392 for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to AHL’s Business

AHL’s business will continue to be subject to the risks described in the sections titled “Risk Factors” in AHL’s Annual Report on Form 10-K for the year ended December 31, 2020, and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392 for the location of information incorporated by reference into this joint proxy statement/prospectus.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections and statements about the benefits of the transactions contemplated by the merger agreement and the corporate governance updates, the plans, objectives, expectations and intentions of AGM and AHL, the expected timing of completion of the transactions contemplated by the merger agreement and the corporate governance updates, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors, in addition to the factors in the section of this joint proxy statement/prospectus titled “Risk Factors” beginning on page 49 and the factors previously disclosed in AGM’s and AHL’s reports filed with the SEC, which could cause actual results to differ materially from those contained or implied in the forward-looking statements:

 

•  

The COVID-19 pandemic has caused severe disruptions in the U.S. and global economy, is expected to continue to impact AGM and AHL’s respective businesses, financial condition and results of operations and may delay or prevent the completion of the mergers.

 

•  

Poor performance of the funds managed by subsidiaries of AGM (“AGM’s funds”) would cause a decline in AGM’s revenue and results of operations, may obligate AGM to repay performance fees previously paid to AGM and would adversely affect AGM’s ability to raise capital for future funds.

 

•  

Changes in the U.S. political environment and the potential for governmental policy changes and regulatory reform could negatively impact AGM and AHL’s businesses, and AGM and AHL could be adversely affected by economic, political, fiscal and/or other developments in or affecting other countries.

 

•  

Difficult market or economic conditions may adversely affect AGM’s businesses in many ways, including by reducing the value or hampering the performance of the investments made by AGM’s funds or reducing the ability of AGM’s funds to raise or deploy capital, each of which could materially reduce AGM’s revenue, net income and cash flow and adversely affect AGM’s financial prospects and condition.

 

•  

AGM’s funds’ reported net asset values, rates of return and the performance fees AGM receives are subject to a number of factors beyond AGM’s control and are based in large part upon estimates of the fair value of AGM’s funds’ investments, which are based on subjective standards that may prove to be incorrect.

 

•  

AGM and AHL have experienced rapid growth, which may be difficult to sustain and which may place significant demands on AGM and AHL’s administrative, operational and financial resources.

 

•  

Extensive regulation of AGM’s and AHL’s businesses affects AGM’s and AHL’s activities and creates the potential for significant liabilities and penalties. The possibility of increased regulatory focus could result in additional burdens on AGM’s and AHL’s businesses. AHL’s industry is highly regulated and AHL is subject to significant legal restrictions and these restrictions may have a material adverse effect on AHL’s business, financial condition, results of operations, liquidity, cash flows and prospects.

 

•  

A portion of AGM’s revenues, earnings and cash flow is highly variable, which may make it difficult for AGM to achieve steady earnings growth on a quarterly basis.

 

•  

AGM derives a substantial portion of AGM’s revenues from funds managed pursuant to management agreements that may be terminated or fund partnership agreements that permit fund investors to request liquidation of investments in AGM’s funds.

 

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•  

AHL’s investments are subject to market and credit risks that could diminish their value and these risks could be greater during periods of extreme volatility or disruption in the financial and credit markets, which could adversely impact AHL’s business, financial condition, results of operations, liquidity and cash flows.

 

•  

Interest rate fluctuations could adversely affect AGM and AHL’s business, financial condition, results of operations, liquidity and cash flows.

 

•  

The amount of statutory capital that AHL’s insurance and reinsurance subsidiaries have, or that they are required to hold, can vary significantly from time to time and is sensitive to a number of factors outside of AHL’s control.

 

•  

Many of AHL’s invested assets are relatively illiquid and AHL may fail to realize profits from these assets for a considerable period of time, or lose some or all of the principal amount AHL invests in these assets if AHL is required to sell its invested assets at a loss at inopportune times to cover policyholder withdrawals or to meet AHL’s insurance, reinsurance or other obligations.

 

•  

AHL’s failure to obtain or maintain licenses and/or other regulatory approvals as required for the operations of AHL’s insurance subsidiaries may have a material adverse effect on AHL’s business, financial condition, results of operations, liquidity, cash flows and prospects.

 

•  

Changes in the laws and regulations governing the insurance industry or otherwise applicable to AHL’s business, may have a material adverse effect on our business, financial condition, results of operations, liquidity, cash flows and prospects.

 

•  

Because the exchange ratio is fixed and will not be adjusted in the event of any change in either AGM’s stock price or AHL’s share price, the value of the shares of HoldCo is uncertain.

 

•  

AGM common stockholders and AHL common shareholders will each have reduced ownership over HoldCo

 

•  

Until the completion of the mergers or the termination of the merger agreement in accordance with its terms, AGM and AHL are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to AGM or AHL and their stockholders and shareholders, respectively.

 

•  

There are a number of required approvals and other closing conditions in addition to shareholder approvals which may prevent or delay completion of the mergers.

 

•  

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

 

•  

Upon completion of the mergers, HoldCo may be subject to additional insurance and other regulatory requirements, which could materially and adversely affect the combined company.

 

•  

The mergers, including uncertainty regarding the mergers, may cause strategic partners to delay or defer decisions concerning AGM and AHL and could adversely affect each company’s ability to effectively manage their respective businesses.

 

•  

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the mergers.

 

•  

The merger agreement may be terminated in accordance with its terms and the mergers may not be consummated.

 

•  

The termination of the merger agreement could negatively impact AGM and AHL.

 

•  

The directors and executive officers of AGM and AHL have interests and arrangements that may be different from, or in addition to, those of AGM stockholders and holders of AHL Common Shares and AHL Preferred Shares generally.

 

•  

AGM or AHL may waive one or more of the closing conditions without re-soliciting stockholder or shareholder approval.

 

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•  

The merger agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with AHL.

 

•  

AGM and AHL will incur significant transaction and merger-related costs in connection with the mergers.

 

•  

The HoldCo Shares to be received by AGM stockholders and holders of AHL Common Shares as a result of the mergers will have rights different from the shares of AGM Class A Shares and AHL Common Shares, respectively.

 

•  

Litigation filed in connection with the mergers could prevent or delay the consummation of the mergers or result in the payment of damages following completion of the mergers.

 

•  

The market price for HoldCo Shares following the completion of the mergers may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of AGM Class A Shares and AHL Common Shares.

 

•  

Third parties may terminate or alter existing contracts or relationships with AGM or AHL.

 

•  

Coordinating the businesses of AGM and AHL may be more difficult, costly or time-consuming than expected and HoldCo may fail to realize the anticipated benefits of the mergers, which may adversely affect HoldCo business results and negatively affect the value of HoldCo Shares following the mergers.

 

•  

The AGM and AHL unaudited pro forma condensed combined financial information and the summary unaudited combined non-GAAP adjusted operating earnings statement are inherently subject to uncertainties, the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is preliminary and HoldCo’s actual financial position and results of operations after the merger may differ materially from these estimates and the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus.

 

•  

Declaration, payment and amounts of dividends, if any, to holders of HoldCo Shares will be uncertain.

 

•  

HoldCo’s certificate of incorporation generally provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all corporate law claims that may be brought by its stockholders and that the United States federal courts will be the exclusive forum for federal securities claims that may be brought by its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with HoldCo, AGM, AHL or HoldCo’s directors, officers, other employees or stockholders. If the mergers are not consummated and the AGM charter amendment is adopted at the AGM special meeting, the AGM bylaws will implement the same exclusive forum provision at AGM.

 

•  

Even if the AHL Merger qualifies as a transaction described in Section 351 of the Code, a U.S. Holder of AHL Common Shares may still recognize gain as a result of the AHL Merger if AHL is or was classified as a passive foreign investment company (“PFIC”) for any taxable year during which a U.S. Holder held AHL Common Shares.

 

•  

U.S. Holders (including U.S. tax-exempt organizations) who own AHL Preferred Shares may be subject to adverse U.S. federal income tax consequences if AHL does not restructure its operations.

 

•  

The COVID-19 pandemic may delay or prevent the completion of the mergers.

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you are cautioned not to place reliance on these forward-looking statements. Except as required by applicable law, HoldCo, AGM and AHL do not undertake to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

 

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For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that AGM and AHL have filed with the SEC as described in the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

 

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SELECTED FINANCIAL DATA OF AGM

The following table presents selected historical consolidated and other data of AGM as of and for the three months ended March 31, 2021 and for each of the years in the five-year period ended December 31, 2020. The selected historical consolidated statements of operations data of AGM for the three months ended March 31, 2021 and the selected historical consolidated statements of financial condition data as of March 31, 2021 have been derived from AGM’s unaudited consolidated financial statements and accompanying notes contained in AGM’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, which is incorporated into this joint proxy statement/prospectus by reference. The selected historical consolidated statements of operations data of AGM for each of the years ended December 31, 2020, 2019 and 2018 and the selected historical consolidated statements of financial condition data as of December 31, 2020 and 2019 have been derived from AGM’s audited consolidated financial statements and accompanying notes contained in AGM’s Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated into this joint proxy statement/prospectus by reference. The selected historical consolidated statements of operations data of AGM for the years ended December 31, 2017 and 2016 and the selected consolidated statements of financial condition data as of December 31, 2018, 2017 and 2016 have been derived from AGM’s audited consolidated financial statements not incorporated by reference into this joint proxy statement/prospectus. The following table includes the results for Apollo Global Management, LLC prior to its conversion to a Delaware corporation and the results for AGM following the conversion.

The selected historical consolidated and other data is not necessarily indicative of future results of AGM and should be read together with the other information contained in the section of this joint proxy statement/prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in AGM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which are incorporated herein by reference.

The Non-GAAP performance measures presented below provides supplemental information that AGM believes is useful to analysts and investors to evaluate ongoing results of operations, when considered alongside other GAAP measures such as net income attributable to AGM Class A common stockholders. These Non-GAAP measures exclude the financial impact of items management does not consider in evaluating performance and making key operating decisions.

For more information, see the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

AGM historical amounts have been converted from thousands to millions to be in line with AHL’s historical presentation. As a result, rounding differences may exist in the selected financial data of AGM.

 

     For the
three months
ended
March 31,

2021
     For the years ended December 31,  
     2020      2019      2018     2017(1)      2016(1)  

Consolidated Statements of Operations Data

        (in millions)  

Revenues:

                

Management fees

   $ 457      $ 1,687      $ 1,576      $ 1,345     $ 1,155      $ 1,044  

Advisory and transaction fees, net

     56        249        123        112       118        147  

Investment Income (loss):

                

Performance allocations

     1,395        310        1,057        (400     1,306        713  

Principal investment income

     382        82        167        5       162        103  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total investment income (loss)

     1,777        392        1,224        (395     1,468        816  

Incentive Fees

     4        25        9        31       31        67  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total Revenues

     2,294        2,353        2,932        1,093       2,772        2,074  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

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     For the
three months
ended
March 31,

2021
    For the years ended December 31,  
    2020     2019     2018     2017(1)     2016(1)  

Expenses:

       (in millions)  

Compensation and benefits:

            

Salary, bonus and benefits

     175       628       514       460       429       389  

Equity-based compensation

     56       213       190       173       91       103  

Profit sharing expense

     656       248       557       (58     515       357  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Compensation and Benefits

     887       1,089       1,261       575       1,035       849  

Interest expense

     35       133       98       59       53       44  

General, administrative and other

     100       354       330       267       258       247  

Placement fees

     —         2       2       2       14       26  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Expenses

     1,022       1,578       1,691       903       1,360       1,166  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other Income (Loss):

            

Net gains (losses) from investment activities

     353       (455     138       (187     95       140  

Net gains from investment activities of consolidated variable interest entities

     113       197       40       45       11       5  

Interest income

     1       15       35       21       6       4  

Other income (loss), net

     (18     21       (46     36       246       4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Other Income (Loss)

     449       (222     167       (85     358       153  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income tax provision

     1,721       553       1,408       105       1,770       1,061  

Income tax (provision) benefit

     (203     (87     130       (86     (326     (91
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income

     1,518       466       1,538       19       1,444       970  

Net income attributable to Non-Controlling Interests

     (840     (310     (694     (29     (814     (567
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss) Attributable to Apollo Global Management, Inc.

     678       156       844       (10     630       403  

Series A Preferred Stock Dividends

     (4     (18     (18     (18     (14     —    

Series B preferred stock Dividends

     (5     (19     (19     (14     —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss) Attributable to Apollo Global Management, Inc. Class A Common Stockholders

   $ 669     $ 119     $ 807     $ (42   $ 616     $ 403  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss) Available to Class A Common Stock – Basic

   $ 2.81     $ 0.44     $ 3.72     $ (0.30   $ 3.12     $ 2.11  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss) Available to Class A Common Stock –Diluted

   $ 2.81     $ 0.44     $ 3.71     $ (0.30   $ 3.10     $ 2.11  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Measures

            

Fee Related Earnings

   $ 287     $ 1,041     $ 902     $ 771     $ 624     $ 530  

Distributable Earnings

   $ 294     $ 893     $ 1,115     $ 878     $ 957     $ 628  

 

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     As of
March 31,

2021
     As of December 31,  
     2020      2019      2018      2017(1)      2016(1)  
            (in millions)  

Consolidated Statements of Financial Condition Data

                 

Total assets

   $ 27,411      $ 23,669      $ 8,542      $ 5,992      $ 6,991      $ 5,629  

Debt (excluding obligations of consolidated variable interest entities)

     3,153        3,155        2,651        1,360        1,362        1,352  

Debt obligations of consolidated variable interest entities

     8,845        8,661        850        855        1,002        787  

Total shareholders’ equity

     7,498        5,513        3,038        2,452        2,898        1,868  

Total Non-Controlling Interests

     5,561        4,084        1,186        1,076        1,435        1,032  

 

(1)

AGM adopted new revenue recognition accounting guidance during the year ended December 31, 2018 on a modified retrospective basis. The adoption did not impact periods prior to 2018. However, in conjunction with the adoption of the new revenue recognition accounting guidance, AGM implemented a change in accounting principle for performance allocations on a full retrospective basis which did impact presentation of various line items within the statements of operations and financial condition in all periods presented. See note 2 in AGM’s Annual Report on Form 10-K for the year ended December 31, 2020 for details regarding AGM’s adoption of the new revenue recognition accounting guidance and change in accounting principle.

.

 

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SELECTED FINANCIAL DATA OF AHL

The following table presents selected historical consolidated financial data of AHL as of and for the three months ended March 31, 2021 and for each of the years in the five-year period ended December 31, 2020. The selected historical consolidated statements of income data of AHL for the three months ended March 31, 2021 and the selected historical consolidated balance sheet data as of March 31, 2021 have been derived from AHL’s unaudited consolidated financial statements and accompanying notes contained in AHL’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, which are incorporated into this joint proxy statement/prospectus by reference. The selected historical consolidated statements of income data of AHL for each of the years ended December 31, 2020, 2019 and 2018 and the selected historical consolidated balance sheet data as of December 31, 2020 and 2019 have been derived from AHL’s audited consolidated financial statements and accompanying notes contained in AHL’s Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated into this joint proxy statement/prospectus by reference. The selected historical consolidated statements of income data of AHL for the years ended December 31, 2017 and 2016 and the selected consolidated balance sheet data as of December 31, 2018, 2017 and 2016 have been derived from AHL’s audited consolidated financial statements not incorporated by reference into this joint proxy statement/prospectus.

The selected historical consolidated financial data is not necessarily indicative of future results of AHL and should be read together with the other information contained in the section of this joint proxy statement/prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in AHL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 19, 2021, which is incorporated herein by reference.

The Non-GAAP performance measures presented below provides supplemental information that AHL believes is useful to analysts and investors to evaluate ongoing results of operations, when considered alongside other GAAP measures such as net income available to AHL common shareholders. These Non-GAAP measures exclude the financial impact of items management does not consider in evaluating performance and making key operating decisions.

For more information, see the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 375.

 

     For the
three months
ended
March 31,

2021
     For the years ended December 31,  
(In millions, except percentages and per share data)    20201      2019      2018(1),(2)      2017      2016  

Consolidated Statements of Income Data

                 

Total revenues

   $ 4,391      $ 14,764      $ 16,258      $ 6,637      $ 8,788      $ 4,105  

Total benefits and expenses

     4,252        12,558        13,956        5,462        7,324        3,393  

Income before income taxes

     139        2,206        2,302        1,175        1,464        712  

Net income

     77        1,921        2,185        1,053        1,358        773  

Net income available to Athene Holding Ltd. common shareholders

     578        1,446        2,136        1,053        1,358        773  

Pre-tax adjusted operating income (a non-GAAP measure)(7)

     873        1,336        1,442        1,240        1,136        702  

Adjusted operating income available to common shareholders, excluding AOG units (a non-GAAP measure)(7)

     767        1,077        1,289        1,140        1,055        759  

Adjusted operating income available to common shareholders (a non-GAAP measure)(7)

     748        1,242        1,289        1,140        1,055        759  

 

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     For the
three months
ended
March 31,

2021
    For the years ended December 31,  
(In millions, except percentages and per share data)   20201     2019     2018(1),(2)     2017     2016  

ROE

     12.9     10.0     19.7     12.1     16.9     12.6

Adjusted operating ROE (a non-GAAP measure)(7)

     25.3     12.1     14.1     13.9     15.1     12.6

Earnings per share

            

Basic – Class A common shares

   $ 3.02     $ 8.51     $ 11.44     $ 5.34     $ 6.95     $ 4.14  

Diluted – Class A common shares(3)

   $ 2.94     $ 8.34     $ 11.41     $ 5.32     $ 6.91     $ 4.04  

Adjusted operating earnings per common share (a non-GAAP measure) (7)

   $ 3.80     $ 6.42     $ 6.97     $ 5.82     $ 5.39     $ 3.93  

Weighted average common shares outstanding

            

Basic(4)

     191.3       184.9       186.6       197.1       195.3       186.8  

Diluted – Class A common shares(3)

     196.8       188.6       154.3       161.1       111.0       53.5  

Adjusted operating common shares (a non-GAAP measure)(5) (7)

     196.8       193.5       184.8       195.9       195.9       193.4  
     As of
March 31,

2021
    As of December 31,  
Consolidated Balance Sheets Data   2020(1)     2019     2018(1)(2)     2017     2016  

Investments, including related parties

   $ 185,951     $ 182,421     $ 130,550     $ 108,341     $ 85,238     $ 73,334  

Total assets

     205,670       202,771       146,875       125,505       100,161       86,740  

Interest sensitive contract liabilities

     146,247       144,566       102,745       96,610       68,099       61,580  

Future policy benefits

     31,767       29,258       23,330       16,704       17,557       14,562  

Long-term debt

     1,977       1,976       992       991       —         —    

Total liabilities

     187,334       182,631       132,734       117,229       90,985       79,858  

Total AHL shareholders’ equity

     17,291       18,657       13,391       8,276       9,176       6,881  

Total adjusted common shareholders’ equity (a non-GAAP measure) (7)

     12,470       11,232       9,445       8,823       7,566       6,452  

Book value per common share

   $ 78.25     $ 85.51     $ 69.54     $ 42.45     $ 46.60     $ 35.78  

Adjusted book value per common share (a non-GAAP measure) (7)

   $ 62.88     $ 56.95     $ 54.02     $ 45.59     $ 38.43     $ 32.85  

Common shares outstanding(6)

     191.4       191.2       175.7       195.0       196.9       192.3  

Adjusted operating common shares outstanding (a non-GAAP measure)(5) (7)

     198.3       197.2       174.9       193.5       196.9       196.5  

 

(1)

During the years ended December 31, 2020 and 2018, AHL entered into various agreements to reinsure blocks of fixed and fixed index annuities. See Note 6 – Reinsurance to the consolidated financial statements for additional information in AHL’s Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated into this joint proxy statement/prospectus by reference.

(2)

Reflects the deconsolidation of Athora Holding Ltd. effective January 1, 2018.

 

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(3)

Diluted earnings per share on Class A common shares, including diluted Class A weighted average common shares outstanding, includes the dilutive impacts, if any, of Class B common shares, Class M common shares and any other stock-based awards. See Note 11 – Earnings Per Share to the consolidated financial statements for additional information regarding earnings per common share in AHL’s Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated into this joint proxy statement/prospectus by reference.

(4)

Basic weighted average common shares outstanding includes only Class A shares in 2020, and includes all classes eligible to participate in dividends in prior years. In 2020, AHL’s multi-class common share structure was eliminated and, as a result, Class B shares were converted to Class A shares, and Class M shares were converted to Class A shares and warrants. See Note 10 – Equity and Note 14 – Related Parties to the consolidated financial statements for additional information in AHL’s Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated into this joint proxy statement/prospectus by reference.

(5)

Represents Class A common shares outstanding or weighted average common shares outstanding assuming conversion or settlement of all outstanding items that are able to be converted to or settled in Class A common shares, including the impacts of Class B common shares, Class M common shares and any other stock-based awards.

(6)

Represents common shares vested and outstanding for all classes eligible to participate in dividends for each period presented. See Note 11 – Earnings Per Share to the consolidated financial statements for additional information regarding classes eligible to participate in dividends as of each period in AHL’s Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated into this joint proxy statement/prospectus by reference.

(7)

Represents a non-GAAP measure, the definition of which is available in the section of this joint proxy statement/prospectus titled “Summary Historical Financial and Other Data of AHL” beginning on page 28 or otherwise set forth below. For a reconciliation of each non-GAAP measure to its most comparable GAAP measure, please refer to the section of this joint proxy statement/prospectus titled “Reconciliation of Financials—AHL” beginning on page 376.

Adjusted Operating ROE. Adjusted operating ROE is a non-GAAP measure used to evaluate AHL’s financial performance excluding the impacts of AOCI and the cumulative change in fair value of funds withheld and modco reinsurance assets, net of DAC, DSI, rider reserve and tax offsets. Adjusted AHL common shareholders’ equity is calculated as the ending AHL shareholders’ equity excluding AOCI, the cumulative change in fair value of funds withheld and modco reinsurance assets and preferred stock. Adjusted operating ROE is calculated as the adjusted operating income (loss) available to common shareholders, divided by average adjusted AHL common shareholders’ equity. These adjustments fluctuate period to period in a manner inconsistent with AHL’s underlying profitability drivers as the majority of such fluctuation is related to the market volatility of the unrealized gains and losses associated with AHL’s AFS securities. Except with respect to reinvestment activity relating to acquired blocks of businesses, AHL typically buy and hold AFS investments to maturity throughout the duration of market fluctuations, therefore, the period-over-period impacts in unrealized gains and losses are not necessarily indicative of current operating fundamentals or future performance. Accordingly, AHL believes using measures which exclude AOCI and the cumulative change in fair value of funds withheld and modco reinsurance assets are useful in analyzing trends in AHL’s operating results. To enhance the ability to analyze these measures across periods, interim periods are annualized. Adjusted operating ROE should not be used as a substitute for ROE. However, AHL believes the adjustments to net income (loss) available to AHL common shareholders and AHL common shareholders’ equity are significant to gaining an understanding of AHL’s overall financial performance.

Adjusted Operating Earnings (Loss) Per Common Share, Weighted Average Common Shares Outstanding – Adjusted Operating and Adjusted Book Value Per Common Share. Adjusted operating earnings (loss) per common share, weighted average common shares outstanding – adjusted operating and adjusted book value per common share are non-GAAP measures used to evaluate AHL’s financial performance and financial condition. The non-GAAP measures adjust the number of shares included in the

 

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corresponding GAAP measures to reflect the conversion or settlement of all shares and other stock-based awards outstanding. AHL believes these measures represent an economic view of AHL’s share counts and provide a simplified and consistent view of AHL’s outstanding shares. Adjusted operating earnings (loss) per common share is calculated as the adjusted operating income (loss) available to common shareholders, over the weighted average common shares outstanding – adjusted operating. Adjusted book value per common share is calculated as the adjusted AHL common shareholders’ equity divided by the adjusted operating common shares outstanding. Effective February 28, 2020, all Class B common shares were converted into Class A common shares and all Class M common shares were converted into warrants and Class A common shares. AHL’s Class B common shares were economically equivalent to Class A common shares and were convertible to Class A common shares on a one-for-one basis at any time. AHL’s Class M common shares were in the legal form of shares but economically functioned as options as they were convertible into Class A common shares after vesting and payment of the conversion price. In calculating Class A diluted earnings (loss) per share on a GAAP basis, AHL is required to apply sequencing rules to determine the dilutive impacts, if any, of AHL’s Class B common shares, Class M common shares and any other stock-based awards. To the extent AHL’s Class B common shares, Class M common shares and/or any other stock-based awards were not dilutive, after considering the dilutive effects of the more dilutive securities in the sequence, they were excluded. Weighted average common shares outstanding – adjusted operating and adjusted operating common shares outstanding assume conversion or settlement of all outstanding items that are able to be converted to or settled in Class A common shares, including the impacts of Class B common shares on a one-for-one basis, the impacts of all Class M common shares net of the conversion price and any other stock-based awards, but excluding any awards for which the exercise or conversion price exceeds the market value of AHL’s Class A common shares on the applicable measurement date. For certain historical periods, Class M shares were not included due to issuance restrictions which were contingent upon AHL’s IPO. Adjusted operating earnings (loss) per common share, weighted average common shares outstanding – adjusted operating and adjusted book value per common share should not be used as a substitute for basic earnings (loss) per share – Class A common shares, basic weighted average common shares outstanding – Class A or book value per common share. However, AHL believes the adjustments to the shares and equity are significant to gaining an understanding of AHL’s overall results of operations and financial condition.

 

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THE PARTIES TO THE MERGER

Tango Holdings, Inc.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

HoldCo is a corporation incorporated in the State of Delaware. To date, HoldCo has not conducted any activities other than those incident to its formation, the execution of the merger agreement, the preparation of regulatory filings made in connection with the transactions contemplated by the merger agreement and other matters related to such transactions. After completion of the transactions contemplated by the merger agreement, HoldCo will be the parent entity of AGM and AHL and successor corporation to AGM, and will be renamed Apollo Global Management, Inc. The HoldCo Shares will be listed on the NYSE under the symbol “APO.” HoldCo’s principal office is located at 9 West 57th Street, 43rd Floor, New York, New York 10019, and its telephone number is (212) 515-3200.

Apollo Global Management, Inc.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

AGM is a leading global investment manager with assets under management of approximately $461 billion as of March 31, 2021 in credit, private equity and real assets funds.

The AGM Class A Shares are listed on the NYSE under the symbol “APO.” AGM’s Series A preferred stock and Series B preferred stock are listed on the NYSE under the symbols “APO.PRA” and “APO.PRB,” respectively. Upon the completion of the transactions contemplated by the merger agreement, AGM will be renamed                 and the AGM Class A Shares will be delisted from the NYSE. Following the mergers, each of the issued and outstanding shares of AGM preferred stock will remain issued and outstanding as preferred stock of AGM. As a result, AGM will continue to have independent reporting obligations under the Exchange Act.

AGM’s principal office is located at 9 West 57th Street, 43rd Floor, New York, New York 10019, and its telephone number is (212) 515-3200.

For more information about AGM, please visit AGM’s Internet website at https://apollo.com/. AGM’s Internet website address is provided as an inactive textual reference only. The information contained on AGM’s Internet website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about AGM is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

Athene Holding Ltd.

Second Floor, Washington House,

16 Church Street,

Hamilton HM 11, Bermuda

Telephone: (441) 279-8400

AHL, through its subsidiaries, is a leading retirement services company with total assets of $205.7 billion as of March 31, 2021 and operations in the United States, Bermuda, and Canada. AHL specializes in helping its customers achieve financial security and is a solutions provider to institutions.

 

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The AHL Common Shares are listed on the NYSE under the symbol “ATH.” AHL’s Depositary Shares, each representing a 1/1000th interest in a 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Share, Series A, a 5.625% Fixed Rate Perpetual Non-Cumulative Preference Share, Series B, a 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preference Share, Series C and a 4.875% Fixed Rate Perpetual Non-Cumulative Preference Share, Series D, are traded on the NYSE under the symbols, “ATHPrA,” “ATHPrB,” “ATHPrC” and “ATHPrD,” respectively. Upon the completion of the transactions contemplated by the merger agreement, the AHL Common Shares will be delisted from the NYSE. Following the mergers, each of the issued and outstanding AHL Preferred Shares, shall under applicable Bermuda law automatically become an equivalent preferred share of AHL, the surviving company in the AHL Merger. These preferred shares will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and qualifications, limitation and restrictions set forth in the existing certificates of designations relating to the respective series of AHL Preferred Shares and will continue in effect the AHL Preferred Shares. Holders of AHL Preferred Shares will not receive anything different if the mergers are completed as the AHL Preferred Shares were issued to a depositary and holders who hold interests in the AHL Preferred Shares hold such interests in the form of the Depositary Shares for the relative series of AHL Preferred Shares that evidence such interests and such Depositary Shares will not be varied in any way if the mergers are completed. As a result, AHL will continue to have independent reporting obligations under the Exchange Act.

AHL’s principal office is located at Second Floor, Washington House, 16 Church Street, Hamilton HM 11, Bermuda, and its telephone number is (441) 279-8400.

For more information about AHL, please visit AHL’s Internet website at https://athene.com/. AHL’s Internet website address is provided as an inactive textual reference only. The information contained on AHL’s Internet website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about AHL is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

Blue Merger Sub, Ltd.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

AHL Merger Sub is a Bermuda exempted company. To date, AHL Merger Sub has not conducted any activities other than those incident to its formation, the execution of the merger agreement, the preparation of regulatory filings made in connection with the transactions contemplated by the merger agreement and other matters related to such transactions. In connection with the transactions contemplated by the merger agreement, AHL Merger Sub shall merge with and into AHL, with AHL as the surviving entity and a direct subsidiary of HoldCo. AHL Merger Sub’s registered address is c/o Compass Administrative Services Ltd., Crawford House, 50 Cedar Avenue, Hamilton, HM 11, Bermuda, and its telephone number is (212) 515-3200.

Green Merger Sub, Inc.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

AGM Merger Sub is a corporation incorporated in the State of Delaware. To date, AGM Merger Sub has not conducted any activities other than those incident to its formation, the execution of the merger agreement, the preparation of regulatory filings made in connection with the transactions contemplated by the merger agreement

 

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and other matters related to such transactions. In connection with the transactions contemplated by the merger agreement, AGM Merger Sub shall merge with and into AGM, with AGM as the surviving entity and a direct subsidiary of HoldCo. AGM Merger Sub’s registered address is c/o Corporation Services Company, 251 Little Falls Drive, Wilmington, Delaware, 19808, and its telephone number is (212) 515-3200.

 

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THE AGM SPECIAL MEETING

This joint proxy statement/prospectus is being mailed on or about                 ,             , to holders of record of the AGM Class A Shares, the AGM Class B Share and the AGM Class C Share as of the close of business on                 ,             , and constitutes notice of the AGM special meeting to such holders in conformity with the requirements of the DGCL.

This joint proxy statement/prospectus is being provided to holders of AGM Class A Shares, the holder of the AGM Class B Share and the holder of the AGM Class C Share as part of a solicitation of proxies by the AGM board of directors for use at the AGM special meeting and at any adjournments or postponements of the AGM special meeting. Holders of the AGM Class A Shares, the AGM Class B Share and the AGM Class C Share are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement (including the statutory merger agreement) and the AGM charter amendment.

Date, Time and Place of the AGM Special Meeting

The AGM special meeting will be held on                 ,              at                 , Eastern Time, virtually at                 . The AGM special meeting will be held online only and you will not be able to attend in person. Online check-in will begin at                , Eastern Time and you should allow ample time for the check-in procedures. You will be able to attend and participate in the AGM special meeting online, vote your shares electronically, submit your questions prior to and during the AGM special meeting and access the list of stockholders entitled to vote at the AGM special meeting during the AGM special meeting by logging in to the website listed above using the 16-digit control number included in your proxy card.

Matters to be Considered at the AGM Special Meeting

The purposes of the AGM special meeting are as follows, each as further described in this joint proxy statement/prospectus:

 

  •  

AGM Proposal 1: Adoption of the Merger Agreement. To consider and vote on the AGM merger agreement proposal;

 

  •  

AGM Proposal 2: Adoption of Charter Amendment. To consider and vote on the AGM charter amendment proposal; and

 

  •  

AGM Proposal 3: Adjournments of the AGM Special Meeting. To consider and vote on the AGM adjournment proposal.

Recommendation of the AGM Board of Directors

The AGM board of directors unanimously recommends that AGM stockholders vote:

 

  •  

AGM Proposal 1: “FOR” the AGM merger agreement proposal;

 

  •  

AGM Proposal 2: “FOR” the AGM charter amendment proposal; and

 

  •  

AGM Proposal 3: “FOR” the AGM adjournment proposal.

After careful consideration, and the prior approval of the conflicts committee of AGM’s board of directors, the AGM board of directors, unanimously (i) determined that the merger agreement and the transactions contemplated thereby are fair to, and in the best interests of, AGM and its stockholders and determined that the AGM charter amendment is advisable and in the best interests of AGM and its stockholders, (ii) directed that the merger agreement and the AGM charter amendment be submitted to AGM stockholders for their adoption and (iii) recommended that AGM stockholders vote in favor of the adoption of the merger agreement and the AGM charter amendment.

 

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See also the section of this joint proxy statement/prospectus titled “The Mergers—Recommendation of the AGM Board of Directors; AGM’s Reasons for the Merger” beginning on page 117.

Record Date for the AGM Special Meeting and Voting Rights

The record date to determine who is entitled to receive notice of and to vote at the AGM special meeting or any adjournments or postponements thereof is                ,         . As of the close of business on the record date, there were issued and outstanding AGM Class A Shares, one AGM Class B Share and one AGM Class C Share entitled to vote at the AGM special meeting. Only holders of AGM Class A Shares, the AGM Class B Share and the AGM Class C Share of record at the close of business on the record date are entitled to vote at, and only the AGM stockholders as of such record date are entitled to notice of, the AGM special meeting and any and all adjournments or postponements thereof. In addition, the stockholder list will be available for inspection during the AGM special meeting at                .

AGM stockholders may cast one vote for each AGM Class A Share that AGM stockholders held as of that record date.

As of June 25, 2021, the AGM Class A Shares and the AGM Class B Share represented 53.4% and 46.6%, respectively, of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on the AGM merger agreement proposal at the AGM special meeting, voting together as a single class. As of June 25, 2021, the Principals held approximately 50.0% of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class (or 58.1% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy), The consent of the holder of the AGM Class C Share in respect of the AGM merger agreement proposal was delivered on March 7, 2021.

As of June 25, 2021, the AGM Class A Shares, the AGM Class B Share and the AGM Class C Share represented 9.2%, 8.0% and 82.8%, respectively, of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class. As of June 25, 2021, the Principals held 91.4% of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share, voting together as a single class (or 92.8% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy).

Quorum; Abstentions and Broker Non-Votes

A quorum of stockholders is necessary to conduct the vote on the AGM merger agreement proposal. The holders of a majority in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on the AGM merger agreement proposal at the AGM special meeting, voting together as a single class, must be represented at the AGM special meeting in person or by proxy in order to constitute a quorum for the vote on the AGM merger agreement proposal.

A quorum of stockholders is necessary to conduct the vote on the AGM charter amendment proposal. The holders of a majority in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal at the AGM special meeting, voting together as a single class, and including the presence of the holder of the AGM Class B Share, must be represented at the AGM special meeting in person or by proxy in order to constitute a quorum for the vote on the AGM charter amendment proposal.

AGM stockholders who virtually attend the AGM special meeting at                will be considered present “in person” for purposes of establishing a quorum and for all other purposes. Abstentions will be counted for purposes of determining whether a quorum exists. Because none of the proposals to be voted on at the AGM special meeting are “routine” matters for which brokers may have discretionary authority to vote, we do not expect any broker non-votes at the AGM special meeting. If your shares are held in the name of a bank, broker or other nominee and you do not obtain a proxy to vote such shares at the AGM special meeting or provide voting

 

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instructions with respect to such shares, they will not be deemed present at the AGM special meeting for purposes of establishing a quorum. If a quorum is not present on the AGM merger agreement proposal or the AGM charter amendment proposal, the AGM special meeting will be adjourned until the holders of sufficient voting power of the outstanding AGM common stock entitled to vote at the AGM special meeting are present, to constitute a quorum.

Under NYSE rules, banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine.” Generally, a broker non-vote occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Under the NYSE rules, “non-routine” matters include the AGM merger agreement proposal (AGM Proposal 1), the AGM charter amendment proposal (AGM Proposal 2) and the AGM adjournment proposal (AGM Proposal 3). Because none of the proposals to be voted on at the AGM special meeting are “routine” matters for which brokers may have discretionary authority to vote, AGM does not expect any broker non-votes at the AGM special meeting. As a result, if you hold your shares of AGM common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you submit a properly executed proxy card and, abstain from voting or vote against the approval of the merger agreement or the adoption of the charter amendment, your shares of AGM common stock will be counted for purposes of calculating whether a quorum is present at the AGM special meeting. Executed proxies containing no voting instructions will be voted in accordance with the recommendations of the AGM board of directors. If additional votes must be solicited to approve the merger agreement proposal or the AGM charter amendment proposal, it is expected that the meeting will be adjourned to solicit additional proxies.

Required Votes; Vote of AGM’s Directors and Executive Officers

Except for the AGM adjournment proposal, the vote required to approve all of the proposals listed herein assumes the presence of a quorum.

 

Proposal

  

Votes Necessary

AGM Proposal 1    AGM Merger Agreement Proposal   

Approval requires (a) the consent of the holder of the AGM Class C Share, which was delivered on March 7, 2021 and (b) the affirmative vote at the AGM special meeting of the holders of a majority in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on such proposal, voting together as a single class.

 

A failure to vote, a failure to provide instructions with respect to any shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the AGM merger agreement proposal.

AGM Proposal 2    AGM Charter Amendment Proposal    Approval requires (a) the consent of the holder of the AGM Class C Share, which was delivered

 

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Proposal

  

Votes Necessary

     

on                ,         , (b) the affirmative vote at the AGM special meeting of the holder of the outstanding AGM Class B Share and (c) the affirmative vote of the holders of a majority in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on such proposal voting together as a single class.

 

A failure to vote, a failure to provide instructions with respect to any shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the AGM charter amendment proposal.

AGM Proposal 3    AGM Adjournment Proposal   

Approval requires the affirmative vote of the holders of a majority in voting power of the shares of AGM common stock present in person or represented by proxy at the AGM special meeting and entitled to vote thereon.

 

Either (i) an abstention or (ii) the failure to vote on the AGM adjournment proposal by a stockholder who attends the AGM special meeting in person or by proxy will have the same effect as a vote “AGAINST” the AGM adjournment proposal. However, (i) a stockholder’s failure to attend the AGM special meeting in person or by proxy or otherwise vote their shares at the AGM special meeting and (ii) the failure of a beneficial owner of shares held through a bank, broker or other nominee to provide any voting instructions to such intermediary will each have no effect on the outcome of this proposal.

As of June 25, 2021, the Principals, who have agreed to vote in favor of the AGM merger agreement proposal as described in the section of this joint proxy statement/prospectus titled “The Voting Agreements—Principals Voting Agreement” beginning on page 208, held approximately 50.0% of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class (or 58.1% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy). As of June 25, 2021, the Principals, who have agreed to use reasonable best efforts to take all actions necessary to give effect to the corporate governance updates as described in the section of this joint proxy statement/prospectus titled “Corporate Governance Updates” beginning on page 212, held 91.4% of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share, voting together as a single class (or 92.8% after giving effect to the Principals’ right to vote the Tiger AGM Shares pursuant to the Tiger Proxy), entitled to vote at the AGM special meeting.

On June 25, 2021, AGM’s other directors and executive officers beneficially owned and were entitled to vote approximately 4,287,508 AGM Class A Shares, representing (a) 1.0% in voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class, and (b) 0.2% in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share, voting together as a single class. Although no such other directors and executive officers of AGM have entered into any

 

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agreement obligating them to vote in a certain way, AGM currently expects that all of its directors and executive officers will vote their shares “FOR” the AGM merger agreement proposal, “FOR” the AGM charter amendment proposal and “FOR” the AGM adjournment proposal.

For more information regarding the security ownership of AGM directors and executive officers, see the information provided in the section of this joint proxy statement/prospectus titled “Certain Beneficial Owners of AGM Common Stock—Security Ownership of AGM Directors and Executive Officers” beginning on page 347.

Methods of Voting

 

  •  

By Internet: Through the Internet by logging onto the website indicated on the enclosed proxy card and following the prompts using the control number located on the proxy card.

 

  •  

By Telephone: By calling (from the United States, Puerto Rico and Canada) using the toll-free telephone number listed on the enclosed proxy card.

 

  •  

By Mail: By completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

  •  

Voting Virtually at the AGM Special Meeting: Shares held directly in your name as stockholder of record (or for which you have been duly appointed to act as proxy at the AGM special meeting) may be voted virtually at the AGM special meeting.

If you are a stockholder of record, proxies submitted over the Internet, by telephone or by mail as described above must be received by 11:59 p.m., Eastern Time, on                ,         .

If you hold your shares in “street name,” proxies submitted over the Internet, telephone or by mail as described above by the record holder of your shares (or proxyholder or other authorized person duly authorized by the record holder of your shares) must be received by                , Eastern Time, on                ,         .

Notwithstanding the above, if your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions you receive from your bank, broker or other nominee on how to vote your shares. Registered stockholders as of the record date and their authorized proxies who attend the AGM special meeting may vote their shares personally even if they previously have voted their shares.

How to Ask Questions at the AGM Special Meeting

The virtual AGM special meeting allows stockholders to submit questions during the AGM special meeting in the question box provided at                . AGM will respond to as many inquiries at the AGM special meeting as time allows.

What to Do If You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website

AGM will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website log-in page at                 ..

What to Do If You Cannot Virtually Attend the AGM Special Meeting

You may submit a proxy to vote your shares before the AGM special meeting by Internet, by proxy or by telephone pursuant to the instructions contained in your proxy card. You do not need to access the AGM special meeting webcast to vote if you submitted a proxy to vote your shares, by Internet or by telephone in advance of the AGM special meeting.

 

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Revocability of Proxies

Any stockholder giving a proxy has the right to revoke it before the proxy is voted at the AGM special meeting by any of the following actions:

 

  •  

by sending a signed written notice that you revoke your proxy to AGM’s secretary, bearing a later date than your original proxy and mailing it so that it is received prior to the AGM special meeting;

 

  •  

by subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) at a later date than your original proxy so that the new proxy is received by the deadline specified on the accompanying proxy card; or

 

  •  

by voting virtually at the AGM special meeting.

Execution or revocation of a proxy will not in any way affect the stockholder’s right to attend the stockholder meeting and vote in person.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Apollo Global Management, Inc.

Attention: Secretary

9 West 57th Street, 43rd Floor

New York, New York 10019

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions.

Unless revoked, or otherwise provided, all proxies representing shares entitled to vote that are delivered pursuant to this solicitation will be voted at the AGM special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If an AGM stockholder makes no specification on his, her or its proxy card as to how such AGM stockholder should want his, her or its shares of AGM common stock voted, such proxy will be voted as recommended by the AGM board of directors as stated in this joint proxy statement/prospectus, specifically “FOR” the AGM merger agreement proposal, “FOR” the AGM charter amendment proposal and “FOR” the AGM adjournment proposal.

Proxy Solicitation Costs

AGM is soliciting proxies to provide an opportunity to AGM stockholders to vote on agenda items, whether or not the stockholders are able to attend the AGM special meeting or an adjournment or postponement thereof. AGM will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, AGM will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of shares of AGM common stock held of record by such nominee holders. AGM may be required to reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

AGM has retained                to assist in the solicitation process. AGM will pay                a fee of approximately $                plus costs and expenses. AGM also has agreed to indemnify                against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). In addition to solicitation by mail, AGM’s directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means. These persons will not be specifically compensated for doing this.

 

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Attending the AGM Special Meeting

You are entitled to attend the AGM special meeting only if you are a holder of record of AGM Class A Shares, the AGM Class B Share or the AGM Class C Share at the close of business on                ,          (the record date for the AGM special meeting) or you hold your shares of AGM beneficially in the name of a broker, bank or other nominee as of the record date, or you hold a valid proxy to vote shares entitled to vote at the AGM special meeting.

To enter the meeting, you must have your 16-digit control number that is shown on your proxy card.

Householding

Some banks, brokers and other nominees may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this joint proxy statement/prospectus may have been sent to multiple stockholders in your household. You can request prompt delivery of a copy of this joint proxy statement/prospectus by writing to: Apollo Global Management, Inc., Attention: Secretary, 9 West 57th Street, 43rd Floor, New York, New York 10019.

Tabulation of Votes; Results of the AGM Special Meeting

Representatives of                will tabulate the votes and will act as independent inspector of election at the AGM special meeting.

The preliminary voting results will be announced at the AGM special meeting. In addition, within four business days following the AGM special meeting, AGM intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business-day period, AGM will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified.

Adjournments

If a quorum is present at the AGM special meeting but there are not sufficient votes at the time of the AGM special meeting to approve the AGM merger agreement proposal or the AGM charter amendment proposal or additional time is needed to ensure that any supplement or amendment to the joint proxy statement/prospectus accompanying this notice is timely provided to AGM stockholders, then AGM stockholders may be asked to vote on the AGM adjournment proposal.

If the adjournment is for more than 30 days, or if after the adjournment a new record date for determining the stockholders entitled to vote is fixed for the adjourned meeting, AGM will give notice of the adjourned meeting to each AGM stockholder of record entitled to notice of the adjourned meeting as of the record date for determining the stockholders entitled to notice of the adjourned meeting.

At any subsequent reconvening of the AGM special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the AGM special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

 

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Assistance

If you need assistance voting or in completing your proxy card or have questions regarding the AGM special meeting, please contact                , the proxy solicitation agent for AGM:

Email:

Call Collect:

Toll-Free:

AGM STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY

STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT, THE MERGERS AND THE AGM CHARTER AMENDMENT. IN PARTICULAR, AGM STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, THE AGM CHARTER AMENDMENT AND THE HOLDCO CERTIFICATE OF INCORPORATION AND BYLAWS WHICH ARE ATTACHED AS ANNEX A, ANNEX B, ANNEX D AND ANNEX E HERETO, RESPECTIVELY.

 

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AGM PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This joint proxy statement/prospectus is being furnished to you as a stockholder of AGM as part of the solicitation of proxies by the AGM board of directors for use at the AGM special meeting to consider and vote upon a proposal to adopt the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

The AGM board of directors, after due and careful discussion and consideration, including the prior approval of the conflicts committee of AGM’s board of directors, unanimously approved and declared advisable the merger agreement, the mergers and the other transactions contemplated by the merger agreement (including the statutory merger agreement) and determined that the merger agreement, the mergers and the other transactions contemplated by the merger agreement (including the statutory merger agreement) are fair to and in the best interests of AGM and its stockholders.

The AGM board of directors unanimously recommends that AGM stockholders adopt the merger agreement, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the sections of this joint proxy statement/prospectus titled “The Mergers” beginning on page 101 and “The Merger Agreement” beginning on page 181 and as attached as Annex A to this joint proxy statement/prospectus.

Adoption of the merger agreement requires (a) the consent of the holder of the AGM Class C Share, which was delivered on March 7, 2021 and (b) the affirmative vote at the AGM special meeting of the holders of a majority in voting power of the outstanding AGM Class A Shares and the AGM Class B Share entitled to vote on such proposal, voting together as a single class. As of April 30, 2021, the AGM Class A Shares and the AGM Class B Share represented 53.4% and 46.6%, respectively, of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class. As of April 30, 2021, the Principals, who have agreed to vote in favor of the AGM merger agreement proposal as described in the section of this joint proxy statement/prospectus titled “Voting Agreements—Principals Voting Agreement,” held 49.99% of the total voting power of the outstanding AGM Class A Shares and the AGM Class B Share, voting together as a single class. A failure to vote, failure to provide instructions with respect to your shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The approval, timing and completion of the transactions contemplated by the merger agreement proposal are not conditioned on the approval and implementation of the AGM charter amendment proposal.

IF YOU ARE AN AGM STOCKHOLDER, THE AGM BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AGM MERGER AGREEMENT PROPOSAL (AGM PROPOSAL 1)

 

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AGM PROPOSAL 2: ADOPTION OF CHARTER AMENDMENT

The AGM board of directors has approved and declared advisable the adoption of the charter amendment. The AGM charter amendment in its entirety is attached as Annex B to this joint proxy statement/prospectus. AGM stockholders should read the AGM charter amendment in its entirety.

The AGM board of directors, after due and careful discussion and consideration, unanimously approved and declared advisable the AGM charter amendment and determined that the AGM charter amendment and the other transactions contemplated by the AGM charter amendment are fair to and in the best interests of AGM and its stockholders.

The AGM board of directors accordingly unanimously recommends that AGM stockholders adopt the charter amendment, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the sections of this joint proxy statement/prospectus titled “Corporate Governance Updates” beginning on page 212 and attached as Annex B to this joint proxy statement/prospectus.

Adoption of the AGM charter amendment requires (a) the consent of the holder of the AGM Class C Share, which was delivered on                ,         , (b) the affirmative vote at the AGM special meeting of the holder of the outstanding AGM Class B Share and (c) the affirmative vote of the holders of a majority in voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on such proposal voting together as a single class. The AGM certificate of incorporation provides that the holder of the AGM Class C Share shall be entitled to such number of votes as shall equal the difference of (A) nine and nine-tenths (9.9) times the aggregate number of votes entitled to be cast by the holders of AGM Class A Shares and full voting preferred stock, minus (B) the Aggregate AGM Class B Vote, which is the number of votes equal to the aggregate number of units in the Apollo Operating Group outstanding as of the relevant record date, less the number of AGM Class A Shares outstanding as of the same relevant record date (the “AGM Class C Vote”); provided that the Aggregate AGM Class B Vote shall not exceed 9% of the total votes entitled to be cast by holders of all shares of capital stock entitled to vote thereon. If the number of votes entitled to be cast by the holders of AGM Class A Shares which are free float, as determined by AGM in reliance upon the guidance issued by FTSE Russell (the “AGM Class A Free Float”) equals less than 5.1% of the votes entitled to be cast by the holders of all shares of capital stock entitled to vote thereon as of the relevant record date: (1) the AGM Class C Vote shall be reduced to equal such number as would result in the total number of votes cast by holders of the AGM Class A Free Float being equal to 5.1% of the votes entitled to be cast by the holders of all shares of capital stock entitled to vote thereon, voting together as a single class (the “AGM Class A Free Float Adjustment”); and (2) if, after giving effect to the AGM Class A Free Float Adjustment, the Aggregate AGM Class B Vote would be in excess of 9% of the total number of the votes entitled to be cast thereon by the holders of all outstanding shares of capital stock, (x) the Aggregate AGM Class B Vote shall be reduced to 9% of such total number and (y) the AGM Class C Vote, as calculated after giving effect to the AGM Class A Free Float Adjustment, shall be increased by a number of votes equal to the number of votes by which the Aggregate AGM Class B Vote was reduced pursuant to the foregoing clause (x). As of April 30, 2021, the AGM Class A Shares, the AGM Class B Share and the AGM Class C Share represented 9.2%, 8.0% and 82.8%, respectively, of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class. As of April 30, 2021, the Principals, who have agreed to use reasonable best efforts to take all actions necessary to give effect to the corporate governance updates as described in the section of this joint proxy statement/prospectus titled “Corporate Governance Updates,” held 91.4% of the total voting power of the outstanding AGM Class A Shares, the AGM Class B Share and the AGM Class C Share entitled to vote on the AGM charter amendment proposal, voting together as a single class. As a result, the AGM charter amendment proposal is expected to be approved at the AGM special meeting.

A failure to vote, failure to provide instructions with respect to your shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the AGM charter amendment proposal.

 

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The approval and implementation of the AGM charter amendment is not conditioned on the approval, timing and completion of the transactions contemplated by the merger agreement.

IF YOU ARE AN AGM STOCKHOLDER, THE AGM BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AGM CHARTER AMENDMENT PROPOSAL (AGM PROPOSAL 2)

 

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AGM PROPOSAL 3: ADJOURNMENT OF THE AGM SPECIAL MEETING

The AGM special meeting may be adjourned to another time and place if necessary to permit solicitation of additional proxies if there are not sufficient votes to approve the AGM merger agreement proposal and the AGM charter amendment proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to the AGM stockholders.

AGM is asking its stockholders to authorize the holder of any proxy solicited by the AGM board of directors to vote in favor of any adjournment to the AGM special meeting to solicit additional proxies if there are not sufficient votes to approve the AGM merger agreement proposal and the AGM charter amendment proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to AGM stockholders.

The AGM board of directors unanimously recommends that AGM stockholders approve the proposal to adjourn the AGM special meeting, if necessary.

Approval of the AGM adjournment proposal requires the affirmative vote of the holders of a majority in voting power of the shares of AGM common stock present in person or represented by proxy at the AGM special meeting and entitled to vote thereon. Either (i) a stockholder’s abstention from voting on the AGM adjournment proposal or (ii) the failure to vote on the AGM adjournment proposal by a stockholder who attends the AGM special meeting in person or by proxy, will have the same effect as a vote “AGAINST” the AGM adjournment proposal. However, (i) a stockholder’s failure to attend the AGM special meeting in person or by proxy or otherwise vote their shares at the AGM special meeting and (ii) the failure of a beneficial owner of shares held through a bank, broker or other nominee to provide any voting instructions to such intermediary, will each have no effect on the outcome of the proposal.

IF YOU ARE AN AGM STOCKHOLDER, THE AGM BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AGM ADJOURNMENT PROPOSAL (AGM PROPOSAL 3)

 

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THE AHL SPECIAL GENERAL MEETING

This joint proxy statement/prospectus is being mailed on or about                 ,         , to holders of record of AHL Common Shares and AHL Preferred Shares as of the close of business on                ,         , and constitutes notice of the AHL special general meeting in conformity with the requirements of the Companies Act, 1981 (as amended) of Bermuda (the “Companies Act”) which we refer to as the AHL special meeting.

This joint proxy statement/prospectus is being provided to holders of AHL Common Shares and AHL Preferred Shares as part of a solicitation of proxies by the AHL board of directors for use at the AHL special meeting and at any adjournments or postponements of the AHL special meeting. Holders of AHL Common Shares and AHL Preferred Shares are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement (including the statutory merger agreement).

Date, Time and Place of the AHL Special Meeting

The AHL special meeting is scheduled to be held virtually at                , on                ,          at                Eastern Time, unless postponed to a later date. The AHL special meeting will be held online only and you will not be able to attend in person. Online check-in will begin at                , Eastern Time, and you should allow ample time for the check-in procedures. You will be able to attend and participate in the AHL special meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting                at the meeting date and time stated above. To attend the meeting, you will need the password for the meeting and the control number included on your proxy card to access the meeting.

Matters to be Considered at the AHL Special Meeting

The purposes of the AHL special meeting are as follows, each as further described in this joint proxy statement/prospectus:

 

  •  

AHL Proposal 1: Approval of AHL Merger. To consider and vote on the AHL merger agreement proposal;

 

  •  

AHL Proposal 2: Adjournment of the AHL Special Meeting. To consider and vote on the AHL adjournment proposal; and

 

  •  

AHL Proposal 3: Advisory vote on AHL’s named executive officer compensation. To consider and vote on the AHL non-binding compensation advisory proposal.

Recommendation of the AHL Board of Directors

The AHL board of directors (other than AHL directors Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement (including the statutory merger agreement) due to their affiliation with AGM) and the AHL special committee unanimously recommend that holders of AHL Common Shares and AHL Preferred Shares (as applicable) vote:

 

  •  

AHL Proposal 1: “FOR” the AHL merger agreement proposal;

 

  •  

AHL Proposal 2: “FOR” the AHL adjournment proposal; and

 

  •  

AHL Proposal 3: “FOR” the AHL non-binding compensation advisory proposal.

After careful consideration, the AHL board of directors (other than Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions

 

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contemplated by the merger agreement (including the statutory merger agreement) due to their affiliation with AGM) and the AHL special committee, unanimously (i) approved the AHL Merger and the merger agreement and the transactions contemplated thereby and the AHL executive officer compensation, (ii) determined that the terms of the merger agreement (including the statutory merger agreement) and the AHL executive officer compensation are in the best interests of and fair to AHL and its shareholders, (iii) declared the advisability of the merger agreement (including the statutory merger agreement), the AHL Merger and the AHL executive officer compensation, and (iv) resolved to recommend approval and adoption of the AHL Merger, the merger agreement (including the statutory merger agreement) and the AHL executive officer compensation to its shareholders.

See also the sections of this joint proxy statement/prospectus titled “The Mergers—Recommendation of the AHL Board of Directors; AHL’s Reasons for the Merger” beginning on page 122 and “The Mergers— Interests of AHL’s Directors and Executive Officers in the Transactions; Golden Parachute Compensation” beginning on page 175.

Record Date for the AHL Special Meeting and Voting Rights

The record date to determine who is entitled to receive notice of and to vote at the AHL special meeting or any adjournments or postponements thereof is                ,         . As of the close of business on the record date, there were                issued and outstanding AHL Common Shares, and                issued and outstanding AHL Preferred Shares, entitled to vote at the AHL special meeting. Subject to the adjustments set forth in AHL bye-law 4.3 (described below) with respect to the AHL merger agreement proposal, each AHL Common Share is entitled to one vote, and the AHL Preferred Shares and Restricted Common Shares (as defined below, if they would otherwise have no votes pursuant to the voting adjustments described below) shall, in the aggregate, represent 0.1% of the total votes attributable to all shares of AHL issued and outstanding (such voting power allocated equally among such Restricted Common Shares and AHL Preferred Shares).

AHL bye-law 4.3 sets out certain adjustments to the voting power of the AHL Common Shares, pursuant to which an AHL shareholder’s AHL Common Shares may carry no votes or be entitled to more or less than one vote per share. The adjustments apply automatically and depend on the identity and characteristics of the holder of the AHL Common Shares as of the record date. The adjustments are applicable only until any date that is identified as the “Restriction Termination Date” for purposes of the AHL bye-laws, by at least 75% of AHL’s board of directors. As of the date hereof, no such “Restriction Termination Date” has been identified. Further, the adjustments do not apply if the number and relationships of AHL’s shareholders would make it impossible to fully reallocate all the vote that would be reduced pursuant to the voting adjustments.

The specific AHL Common Share voting adjustments are as follows:

 

  •  

In the event that any Tentative 9.9% Shareholder exists, then (A) the votes of the Controlled Shares of each such Tentative 9.9% Shareholder will be reduced pro rata to the extent necessary such that the aggregate votes of such Controlled Shares constitute no more than 9.9% of the total votes attributable to all shares of AHL issued and outstanding; and (B) the votes of all Restricted Common Shares will be reduced to zero.

 

  •  

The votes of all AHL Common Shares whose votes were not reduced pursuant to the adjustments above will be increased pro rata based on their then current voting power, in an aggregate amount equal to the aggregate reduction in votes of AHL Common Shares pursuant to the adjustments above; provided, that the increase will be limited as to any AHL Common Shares to the extent necessary to avoid (A) causing any person other than a Permitted 9.9% Shareholder to be a 9.9% Shareholder or (B) creating a RPII Control Group.

The following definitions apply for purposes of these adjustments:

 

  •  

“9.9% Shareholder” means a person whose Controlled Shares constitute more than nine and nine-tenths percent (9.9%) of the total votes attributable to all shares of AHL issued and outstanding.

 

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  •  

“Apollo Group” means, (i) AGM, (ii) AAA Guarantor - Athene, L.P., (iii) any investment fund or other collective investment vehicle whose general partner or managing member is owned, directly or indirectly, by AGM or by one or more of AGM’s subsidiaries, (iv) BRH Holdings GP, Ltd. and its shareholders, (v) any executive officer or employee of AGM or its subsidiaries, (vi) any AHL shareholder that has granted to AGM or any of its affiliates a valid proxy with respect to all of such shareholder’s AHL Common Shares pursuant to AHL bye-law 34 and (vii) any affiliate of a person described in clauses (i), (ii), (iii), (iv), (v) or (vi) above; provided, that none of AHL or its subsidiaries will be deemed to be a member of the Apollo Group.

 

  •  

“Controlled Shares” means, in reference to any person, all AHL Common Shares owned by such person or any of its affiliates beneficially within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder.

 

  •  

“Permitted 9.9% Shareholder” means a person that has received consent of at least 75% of the board of directors of AHL, to be a 9.9% Shareholder.

 

  •  

“Restricted Common Shares” means an AHL Common Share that is treated (for purposes of Section 954(d)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as applicable for purposes of Section 953(c) of the Code) as owned (in whole or in part) by any person (other than a member of the Apollo Group (without regard to clause (v) of the definition of “Apollo Group”)) who is treated (for purposes of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) as owning any stock of AGM.

 

  •  

“RPII Control Group” means any RPII Shareholder, or any person or persons who control (within the meaning of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) a RPII Shareholder, who would be treated (for purposes of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) as owning more than 49.9% of the total voting power of all classes of stock entitled to vote of AHL or any subsidiary of AHL but not more than 50.0% of the total value of the stock of AHL or such subsidiary, respectively, but for any increases in voting power pursuant to these voting adjustments.

 

  •  

“RPII Shareholder” means a U.S. person who owns (directly or indirectly through non-U.S. entities) any stock of a Non-U.S. Insurance Subsidiary (as defined below) during a taxable year of such Non-U.S. Insurance Subsidiary.

 

  •  

“Tentative 9.9% Shareholder” means a person that, but for these adjustments to the voting rights of AHL Common Shares, would be a 9.9% Shareholder; provided, that in no event will a Permitted 9.9% Shareholder be a Tentative 9.9% Shareholder.

 

  •  

“U.S. Person” means a “United States person”, as such term is defined in Section 957(c) of the Code.

Based on our searches of public filings and other inquiries, as of the record date, AHL does not believe any Tentative 9.9% Shareholder exists and therefore voting adjustments shall not apply to the voting rights of the holders of the AHL Common Shares at the AHL special meeting. Furthermore, as of the record date, only members of the Apollo Group have been designated as Permitted 9.9% Shareholders.

In general, the AHL bye-laws provide that the AHL board of directors may determine that certain shares shall have different voting rights or carry no voting rights as it determines appropriate to avoid the existence of any 9.9% Shareholder other than any Permitted 9.9% Shareholder or, upon the request of an AHL shareholder, to avoid adverse tax, legal or regulatory consequences for such shareholder or any of its affiliates or direct or indirect owners. In addition, the AHL board of directors has the authority under the AHL bye-laws to request information from any AHL shareholder for the purpose of determining whether any person’s voting rights are to be adjusted pursuant to the AHL bye-laws, and an AHL shareholder is required to provide such information as promptly as reasonably practicable. IF AN AHL SHAREHOLDER FAILS TO REASONABLY RESPOND TO SUCH A REQUEST, OR SUBMITS INCOMPLETE OR INACCURATE INFORMATION IN RESPONSE TO SUCH A REQUEST, AHL

 

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MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, DETERMINE THAT THE AHL SHAREHOLDER’S AHL COMMON SHARES WILL CARRY NO VOTING RIGHTS OR REDUCED VOTING RIGHTS.

Only holders of AHL Common Shares and AHL Preferred Shares of record at the close of business on the record date are entitled to receive notice of and to vote at the AHL special meeting and any and all adjournments or postponements thereof. In addition, the shareholder list will be available for inspection during the AHL special meeting at                .

Quorum; Abstentions and Broker Non-Votes

A quorum of shareholders is necessary to conduct the AHL special meeting. At any meeting of shareholders of AHL except where otherwise required by Applicable Law, the presence in person or by proxy of shareholders entitled to cast a majority of the Total Voting Power (as such term is defined in the AHL Bye-laws) shall constitute a quorum.

A quorum of shareholders is necessary to conduct the vote on the AHL merger agreement proposal. Two persons, at least holding or representing by proxy, more than one-third of the issued AHL Common Shares and AHL Preferred Shares (taking into account the adjustments set forth in AHL bye-law 4.3, as described above) constitutes a quorum for the vote on the AHL merger agreement proposal.

A quorum of shareholders is necessary to conduct the vote on the AHL adjournment proposal. The holders of a majority in voting power of the outstanding AHL Common Shares and AHL Preferred Shares entitled to vote at the meeting (taking into account the adjustments set forth in AHL bye-law 4.3, as described above) must be represented at the AHL special meeting in person or by proxy in order to constitute a quorum for the vote on the AHL adjournment proposal.

In respect of the AHL non-binding compensation advisory proposal, the holders of a majority in voting power of the outstanding AHL Common Shares entitled to vote at the meeting, must be represented at the AHL special meeting in person or by proxy in order to constitute a quorum.

The holders of AHL Common Shares and AHL Preferred Shares who virtually attend the AHL special meeting at                will be considered present “in person” for purposes of establishing a quorum and for all other purposes. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum exists. If a quorum is not present, the AHL special meeting will be postponed until the requisite holders of Total Voting Power entitled to vote at the meeting in respect of the proposals, required to constitute a quorum attend.

Under NYSE rules, banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine.” Generally, a broker non-vote occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of shareholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Under the NYSE rules, “non-routine” matters include the AHL merger agreement proposal (AHL Proposal 1), the AHL adjournment proposal (AHL Proposal 2), and the AHL non-binding compensation advisory proposal (AHL Proposal 3). Because none of the proposals to be voted on at the AHL special meeting are “routine” matters for which brokers may have discretionary authority to vote, AHL does not expect any broker non-votes at the AHL special meeting. As a result, if you hold your shares of AHL in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other

 

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nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you submit a properly executed proxy card, even if you abstain from voting or vote against the approval of the merger agreement, your shares of AHL will be counted for purposes of calculating whether a quorum is present at the AHL special meeting. Executed but unvoted proxies will be voted in accordance with the recommendations of the AHL board of directors. If additional votes must be solicited to approve the merger agreement, it is expected that the meeting will be adjourned to solicit additional proxies.

Required Votes; Vote of AHL’s Directors and Executive Officers

The vote required to approve the AHL merger agreement proposal assumes the presence of a quorum.

 

Proposal

  

Votes Necessary

AHL Proposal 1    AHL Merger Agreement Proposal   

Approval requires the affirmative vote of the holders of a majority of the Total Voting Power attributable to the holders of the AHL Common Shares and the AHL Preferred Shares.

 

A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL merger agreement proposal, but will reduce the number of votes cast and therefore increase the relative influence of the shareholders voting.

AHL Proposal 2    AHL Adjournment Proposal   

Approval requires the affirmative vote of the holders of a majority in voting power of the votes attributable to the holders of the AHL Common Shares and the AHL Preferred Shares.

 

A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL adjournment proposal, but will reduce the number of votes cast and therefore increase the relative influence of the shareholders voting.

AHL Proposal 3    AHL Non-Binding Compensation Advisory Proposal   

Approval requires the affirmative vote of the holders of a majority of the Total Voting Power attributable to the AHL Common Shares.

 

A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL non-binding compensation advisory proposal, but will reduce the number of votes cast and therefore increase the relative influence of the shareholders voting.

On June 25, 2021, AHL’s directors and executive officers beneficially owned and were entitled to vote 13,538,449 AHL Common Shares, collectively representing approximately 6.8% of the outstanding AHL Common Shares. AMH, James Belardi, the Chief Executive Officer of AHL, and William Wheeler, the President of AHL, are parties to the Athene Voting Agreement, pursuant to which, and subject to certain conditions, Mr. Belardi and Mr. Wheeler irrevocably appointed AMH as its proxy and attorney-in-fact to vote all of their AHL Common Shares at any meeting of the holders of AHL Common Shares and AHL Preferred Shares and in connection with any written resolution of the holders of AHL Common Shares and AHL Preferred Shares. On June 25, 2021, Mr. Belardi and Mr. Wheeler beneficially owned 8,562,127 AHL Common Shares, representing 4.4% of the Total Voting Power (as defined in the AHL bye-laws) voting at the AHL special meeting.

Although no other directors and executive officers of AHL have entered into any agreement obligating them to vote in a certain way, AHL currently expects that all of its other directors and executive officers will vote their shares “FOR” the AHL merger agreement proposal, “FOR” the AHL adjournment proposal, and “FOR” the AHL non-binding compensation advisory proposal. For more information regarding the security ownership of

 

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AHL directors and executive officers, see the information provided in the section of this joint proxy statement/prospectus titled “Certain Beneficial Owners of AHL Common Shares—Security Ownership of AHL Directors and Executive Officers” beginning on page 352.

Methods of Voting

 

  •  

By Internet: Through the Internet by logging onto the website indicated on the enclosed proxy card and following the prompts using the control number located on the proxy card.

 

  •  

By Telephone: By calling (from the United States, Puerto Rico and Canada) using the toll-free telephone number listed on the enclosed proxy card.

 

  •  

By Mail: By completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

  •  

Voting Virtually at the AHL Special Meeting: Shares held directly in your name as shareholder of record may be voted virtually at the AHL special meeting.

If you are a shareholder of record, proxies submitted over the Internet, by telephone or by mail as described above must be received by 11:59 p.m., Eastern Time, on                ,         .

If you hold your shares in “street name,” proxies submitted over the Internet, telephone or by mail as described above must be received by                , Eastern Time, on                ,         .

Notwithstanding the above, if your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions you receive from your bank, broker or other nominee on how to vote your shares. Registered shareholders who attend the AHL special meeting may vote their shares personally even if they previously have voted their shares.

How to Ask Questions at the AHL Special Meeting

The virtual AHL special meeting allows shareholders to submit questions prior to and during the AHL special meeting in the question box provided at                . AHL will respond to as many inquiries at the AHL special meeting as time allows.

What to Do if You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website

AHL will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website log-in page at                 .

What to Do if You Cannot Virtually Attend the AHL Special Meeting

You may vote your shares before the AHL special meeting by Internet, by proxy or by telephone pursuant to the instructions contained in your proxy card. You do not need to access the AHL special meeting webcast to vote if you submitted your vote via proxy, by Internet or by telephone in advance of the AHL special meeting.

Revocability of Proxies

Any shareholder giving a proxy has the right to revoke it before the proxy is voted at the AHL special meeting by any of the following actions:

 

  •  

by sending a signed written notice that you revoke your proxy to AHL’s secretary, bearing a later date than your original proxy and mailing it so that it is received prior to the AHL special meeting;

 

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  •  

by subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) at a later date than your original proxy so that the new proxy is received by the deadline specified on the accompanying proxy card; or

 

  •  

by voting virtually at the AHL special meeting.

Execution or revocation of a proxy will not in any way affect the shareholder’s right to attend the special meeting and vote in person.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Athene Holding Ltd.

Attention: Secretary

Second Floor, Washington House,

16 Church Street

Hamilton HM 11, Bermuda

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions.

Unless revoked, all proxies representing shares entitled to vote that are delivered pursuant to this solicitation will be voted at the AHL special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If an AHL shareholder makes no specification on his, her or its proxy card as to how such AHL shareholder should want his, her or its shares of AHL voted, such proxy will be voted as recommended by the AHL board of directors and AHL special committee as stated in this joint proxy statement/prospectus, specifically “FOR” the AHL merger agreement proposal, “FOR” the AHL non-binding compensation advisory proposal and “FOR” the AHL adjournment proposal.

Proxy Solicitation Costs

AHL is soliciting proxies to provide an opportunity to holders of AHL Common Shares and AHL Preferred Shares to vote on agenda items, whether or not the shareholders are able to attend the AHL special meeting or an adjournment or postponement thereof. AHL will bear the entire cost of soliciting proxies from its shareholders. In addition to the solicitation of proxies by mail, AHL will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of shares of AHL held of record by such nominee holders. AHL may be required to reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

AHL has retained                to assist in the solicitation process. AHL will pay                a fee of approximately $                plus costs and expenses. AHL also has agreed to indemnify                against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). In addition to solicitation by mail, AHL’s directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means. These persons will not be specifically compensated for soliciting proxies.

Attending the AHL Special Meeting

You are entitled to attend the AHL special meeting only if you are a holder of record of AHL Common Shares or AHL Preferred Shares at the close of business on                ,          (the record date for the AHL special

 

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meeting) or you hold your shares of AHL beneficially in the name of a broker, bank or other nominee as of the record date, or you hold a valid proxy for the AHL special meeting.

To enter the meeting, you must have your 16-digit control number that is shown on your proxy card.

Householding

Some banks, brokers and other nominees may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this joint proxy statement/prospectus may have been sent to multiple shareholders in your household. You can request prompt delivery of a copy of this joint proxy statement/prospectus by writing to: Athene Holding Ltd., Attention: Secretary, Second Floor, Washington House, 16 Church Street Hamilton, HM 11, Bermuda.

Tabulation of Votes; Results of the AHL Special Meeting

Representatives of                will tabulate the votes and will act as independent inspector of election at the AHL special meeting.

The preliminary voting results will be announced at the AHL special meeting. In addition, within four business days following the AHL special meeting, AHL intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business-day period, AHL will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified.

Adjournments

If a quorum is present at the AHL shareholder meeting but there are not sufficient votes at the time of the AHL shareholder meeting to approve the AHL merger agreement proposal, then holders of AHL Common Shares and AHL Preferred Shares may be asked to vote on the AHL adjournment proposal.

If the adjournment is for more than 30 days, or if after the adjournment a new record date for determining the shareholders entitled to vote is fixed for the adjourned meeting, AHL will give notice of the adjourned meeting to each AHL shareholder of record entitled to vote at the adjourned meeting as of the record date for determining the shareholders entitled to notice of the adjourned meeting.

At any subsequent reconvening of the AHL special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the AHL special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or in completing your proxy card or have questions regarding the AHL special meeting, please contact                , the proxy solicitation agent for AHL:

Email:

Call Collect:

Toll-Free:

HOLDERS OF AHL COMMON SHARES AND AHL PREFERRED SHARES SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE

 

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DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGERS. IN PARTICULAR, HOLDERS OF AHL COMMON SHARES AND AHL PREFERRED SHARES ARE DIRECTED TO THE MERGER AGREEMENT AND THE HOLDCO CERTIFICATE OF INCORPORATION AND BYLAWS WHICH ARE ATTACHED AS ANNEX A, ANNEX D AND ANNEX E HERETO, RESPECTIVELY.

 

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AHL PROPOSAL 1: APPROVAL OF THE AHL MERGER AGREEMENT PROPOSAL

This joint proxy statement/prospectus is being furnished to you as a shareholder of AHL as part of the solicitation of proxies by the AHL board of directors for use at the AHL special meeting to consider and vote upon a proposal to approve the AHL Merger, the merger agreement and the statutory agreement, which is attached as Annex A and Annex F respectively to this joint proxy statement/prospectus.

The AHL board of directors, after due and careful discussion and consideration (other than AHL directors Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement (including the statutory merger agreement) due to their affiliation with AGM), and the AHL special committee (consisting of Marc Beilinson, Robert Borden and Brian Leach) unanimously approved and declared advisable the merger agreement, the mergers and the other transactions contemplated by the merger agreement (including the statutory merger agreement) and determined that the merger agreement, the mergers and the other transactions contemplated by the merger agreement (including the statutory merger agreement) are fair to and in the best interests of AHL and its shareholders.

The AHL board of directors (other than AHL directors Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement (including the statutory merger agreement) due to their affiliation with AGM) accordingly, unanimously recommends that holders of AHL Common Shares and AHL Preferred Shares approve the AHL Merger on the terms set out in the merger agreement, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the sections of this joint proxy statement/prospectus titled “The Mergers” beginning on page 101 and the statutory merger agreement as attached as Annex F to this joint proxy statement/prospectus.

Approval of the AHL merger agreement proposal requires the affirmative vote (in person or by proxy) of a majority of the Total Voting Power (as defined in the AHL bye-laws) attributable to the holders of the AHL Common Shares and the AHL Preferred Shares in favor of the approval of the AHL merger agreement proposal. The voting rights of an AHL shareholder’s AHL Common Shares or AHL Preferred Shares are subject to adjustment in accordance with the AHL bye-laws and as described in the section of this joint proxy statement/prospectus titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89. A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL merger agreement proposal, but it will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting.

IF YOU ARE AN AHL SHAREHOLDER, THE AHL BOARD OF DIRECTORS (OTHER THAN AHL DIRECTORS MESSRS. BELARDI, KLEINMAN, LOHR, MICHELINI, PUFFER AND ROWAN, WHO RECUSED THEMSELVES FROM DETERMINATIONS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (INCLUDING THE STATUTORY MERGER AGREEMENT) DUE TO THEIR AFFILIATION WITH AGM) UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AHL MERGER AGREEMENT PROPOSAL (AHL PROPOSAL 1)

 

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AHL PROPOSAL 2: ADJOURNMENT OF THE AHL SPECIAL MEETING

The AHL shareholder meeting may be adjourned to another time and place if necessary to permit solicitation of additional proxies if there are not sufficient votes to approve the AHL merger agreement proposal, or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to the holders of AHL Common Shares and AHL Preferred Shares.

AHL is asking its shareholders to authorize the holder of any proxy solicited by the AHL board of directors to vote in favor of any adjournment to the AHL special meeting to solicit additional proxies if there are not sufficient votes to approve the AHL merger agreement proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of AHL Common Shares and AHL Preferred Shares.

The AHL board of directors (other than AHL directors Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM) unanimously recommends that holders of AHL Common Shares and AHL Preferred Shares approve the proposal to adjourn the AHL special meeting, if necessary.

Approval of the AHL adjournment proposal requires the affirmative vote of the holders of a majority of the Total Voting Power (as defined in the AHL bye-laws) attributable to the holders of the AHL Common Shares and the AHL Preferred Shares in favor of the approval of the AHL adjournment proposal. The voting rights of an AHL shareholder’s AHL Common Shares or AHL Preferred Shares are subject to adjustment in accordance with the AHL bye-laws and as described in the section of this joint proxy statement/prospectus titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89. A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the AHL merger agreement proposal, but it will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting.

IF YOU ARE AN AHL SHAREHOLDER, THE AHL BOARD OF DIRECTORS (OTHER THAN AHL DIRECTORS MESSRS. BELARDI, KLEINMAN, LOHR, MICHELINI, PUFFER AND ROWAN, WHO RECUSED THEMSELVES FROM DETERMINATIONS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (INCLUDING THE STATUTORY MERGER AGREEMENT) DUE TO THEIR AFFILIATION WITH AGM) UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AHL ADJOURNMENT PROPOSAL (AHL PROPOSAL 2)

 

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AHL PROPOSAL 3: ADVISORY VOTE ON AHL’S NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Exchange Act, AHL is seeking non-binding, advisory shareholder approval of the compensation of AHL’s named executive officers, pursuant to arrangements with AHL, that is based on or otherwise relates to the transactions as disclosed in the section of this joint proxy statement/prospectus titled “The Mergers—Interests of AHL’s Directors and Executive Officers in the Transactions—Golden Parachute Compensation” beginning on page 175. The proposal gives the holders of AHL Common Shares the opportunity to express their views on the transaction-related compensation of AHL’s named executive officers. Accordingly, AHL is requesting shareholders to adopt the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable by AHL to its executive officers in connection with the transactions, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Mergers—Interests of AHL’s Directors and Executive Officers in the Transactions—Golden Parachute Compensation,” are hereby APPROVED on a non-binding, advisory basis.”

The vote on this proposal is a vote separate and apart from the vote of the holders of AHL Common Shares and AHL Preferred Shares to approve the AHL merger agreement proposal and approval of this AHL non-binding compensation advisory proposal is not a condition to completion of the transactions contemplated by the merger agreement (including the statutory merger agreement). Accordingly, an AHL shareholder may vote to not approve this proposal and vote to approve the AHL merger agreement proposal or vice versa. The vote with respect to this AHL non-binding compensation advisory proposal is advisory only and will not be binding on AHL or HoldCo, regardless of whether the other proposals are approved. If the transactions are completed, the transaction-related compensation may be paid to AHL’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if the holders of AHL Common Shares fail to approve this AHL non-binding compensation advisory proposal.

The AHL board of directors, after due and careful discussion (other than AHL directors Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the proposed transactions contemplated by the merger agreement due to their affiliation with AGM), unanimously approved and declared advisable the AHL executive officer compensation and determined that the AHL executive officer compensation is fair to and in the best interests of AHL and its shareholders.

The AHL board of directors (other than AHL directors Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the proposed transactions contemplated by the merger agreement due to their affiliation with AGM) accordingly, unanimously recommends that holders of AHL Common Shares adopt the executive officer compensation, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the section of this joint proxy statement/prospectus titled “The Mergers—Interests of AHL’s Directors and Executive Officers in the Transactions” beginning on page 168.

Adoption of the AHL Non-Binding Compensation Advisory Proposal requires the affirmative vote (in person or by proxy) of majority of the Total Voting Power (as defined in the AHL bye-laws) attributable to the holders of AHL Common Shares issued and outstanding cast at the AHL special meeting in favor of the approval of the AHL non-binding compensation advisory proposal. The voting rights of an AHL shareholder’s AHL Common Shares are subject to adjustment in accordance with the AHL bye-laws and as described in the section of this joint proxy statement/prospectus titled “The AHL Special General Meeting—Record Date for the AHL Special Meeting and Voting Rights” beginning on page 89. A failure to vote, a broker non-vote or an abstention will not have the effect of a vote “FOR” or “AGAINST” the proposal to adopt the AHL executive officer compensation, but will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting.

 

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IF YOU ARE AN AHL SHAREHOLDER, THE AHL BOARD OF DIRECTORS (OTHER THAN AHL DIRECTORS MESSRS. BELARDI, KLEINMAN, LOHR, MICHELINI, PUFFER AND ROWAN, WHO RECUSED THEMSELVES FROM DETERMINATIONS RELATING TO THE PROPOSED TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (INCLUDING THE STATUTORY MERGER AGREEMENT) DUE TO THEIR AFFILIATION WITH AGM) UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE COMPENSATION ADVISORY PROPOSAL (AHL PROPOSAL 3)

 

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THE MERGERS

This section of the joint proxy statement/prospectus describes material aspects of the mergers. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents referred to for a more complete understanding of the mergers. In addition, important business and financial information about each of AGM and AHL is incorporated by reference into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 392.

Terms of the Mergers

The terms and conditions of the merger transactions are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger transactions.

The merger agreement provides that, upon the terms and subject to the conditions set forth therein, AGM and AHL will effect an all-stock merger transaction to combine their respective businesses through: (a) the AGM Merger and (b) the AHL Merger. The mergers are intended to become effective concurrently and, upon the consummation of the mergers, AGM and AHL will be direct subsidiaries of HoldCo.

Merger Consideration

Upon the terms and subject to the conditions of the merger agreement, which has been approved by the boards of directors of both companies (other than AHL directors Messrs. Belardi, Kleinman, Lohr, Michelini, Puffer and Rowan, who recused themselves from determinations relating to the transactions contemplated by the merger agreement due to their affiliation with AGM), as well as the conflicts committee of AGM’s board and the AHL special committee, at the effective time of the AHL Merger, each issued and outstanding AHL Common Share (other than AHL Common Shares held (a) by AHL as treasury shares or (b) by AHL Merger Sub, the Apollo Operating Group or the respective direct or indirect wholly owned subsidiaries of AHL or the Apollo Operating Group), will be converted automatically into the right to receive 1.149 duly authorized, validly issued, fully paid and nonassessable HoldCo Shares and any cash paid in lieu of fractional HoldCo Shares. No fractional HoldCo Shares will be issued in connection with the AHL Merger, and AHL’s shareholders will receive cash in lieu of any fractional HoldCo Shares. Subject to the terms and conditions of the merger agreement, at the effective time of the AGM Merger, each issued and outstanding AGM Class A Share (other than AGM Class A Shares held by AGM as treasury shares or AGM Class A Shares owned by AGM Merger Sub or any direct or indirect wholly owned subsidiary of AGM) will be converted automatically into one HoldCo Share.

Following the mergers, each of the issued and outstanding shares of AGM preferred stock will remain issued and outstanding as preferred stock of AGM and each of the issued and outstanding AHL Preferred Shares, shall under applicable Bermuda law automatically become an equivalent preferred share of AHL, the surviving company in the AHL Merger.

Note that upon the terms and subject to the conditions of the AGM charter amendment, each outstanding AOG unit, other than those held indirectly by AGM and those held indirectly by AHL, will be exchanged prior to or concurrent with the closing of the transactions contemplated by the merger agreement into one AGM Class A Share, which will automatically be converted into one HoldCo Share at the closing of the AGM Merger. At the closing of the mergers, it is intended that the AOG units held by subsidiaries of AHL will be exchanged for HoldCo Shares on a one-for-one basis.

Background of the Mergers

AHL began operations in 2009 with AGM when the burdens of the financial crisis and resulting capital demands caused many companies to exit the retirement market, creating the need for a well-capitalized company

 

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with an experienced management team to fill the void. Drawing on its expertise in the financial sector, AGM funded the formation of AHL in partnership with James Belardi, AHL’s Chief Executive Officer and certain other members of AHL’s initial management team, to capitalize on dislocation in the life insurance industry. AGM and its affiliates have provided a wide array of services to AHL since its formation. AHL acquired a number of insurance assets culminating in the acquisition of Aviva USA in 2013, which gave AHL increased scale and meaningful new business capabilities in the annuity space and helped it become one of the largest fixed annuity platforms in the United States. AHL continued to grow via organic and inorganic opportunities and went public and began trading on the NYSE on December 9, 2016 (the “IPO”).

At the completion of the IPO, AHL had two classes of voting shares outstanding, Class A common shares and Class B common shares. Entities controlled by or affiliated with AGM collectively controlled 45% of AHL’s total voting power prior to and after the IPO, and six out of thirteen directors on AHL’s board of directors were affiliated with AGM or its affiliates following the IPO.

AHL has maintained a significant strategic relationship with AGM since its formation, allowing AHL and AGM to mutually benefit from the scale of AGM’s asset management platform. Since co-founding AHL, through regular dialogue between the management teams of both companies, AGM has benefited AHL in, among other ways, identifying and capitalizing on acquisition and other opportunities that AHL believes have been critical to its sustained success. AGM’s indirect subsidiary, Apollo Insurance Solutions Group LP (“ISG”), formerly known as Athene Asset Management LLC, specializes in investment solutions for the insurance industry and was founded for the express purpose of providing to AHL and its investment portfolio a full suite of investment management services, including direct investment management, asset allocation, mergers and acquisition asset diligence, and certain operational support services such as investment compliance, tax, legal and risk management support. AHL’s relationship with AGM and ISG also provides AHL with access to AGM’s investment professionals across the world as well as AGM’s global asset management infrastructure. The deep experience of the ISG investment team and AGM’s credit portfolio managers assist AHL in sourcing and underwriting complex asset classes. In addition, ISG has identified unique investment opportunities for AHL through the relationship with AGM, and its knowledge of AHL’s funding structure and regulatory profile allows ISG to design customized strategies and investments for AHL’s portfolio.

Throughout the many years of AGM’s relationship with AHL, AGM’s ongoing strategic review included continuous evaluation of various transaction structures that could further enhance the strategic alignment between AGM and AHL, ranging from AGM increasing its ownership in AHL to pursuing a complete business combination.

In July 2018, AGM invited a highly reputed financial advisor to present a comprehensive analysis on a potential AGM and AHL merger, including detailed materials outlining the rationale, financial impact, valuation impact, and technical considerations of such a merger. Throughout the remainder of 2018, AGM frequently updated its internal analysis of the potential impact of a merger with AHL.

On numerous occasions throughout 2018 and 2019, including in December 2018, February 2019 and August 2019, the executive committee of the AGM board of directors engaged in comprehensive discussions regarding the possibility of further enhancing AGM’s strategic relationship with AHL, including through increasing its ownership in AHL and pursuing a complete business combination. As part of these discussions, the executive committee reviewed and analyzed at length scenarios available to AGM and financial and strategic considerations concerning an enhanced strategic relationship.

In September 2019, AGM proposed to AHL a potential transaction between AGM and AHL that would result in a share exchange and conversion of AHL’s multi-class share structure into a single class of AHL’s common shares with one vote per share. The AHL board of directors formed a special committee to review, evaluate and negotiate the proposed transaction, which special committee was advised by representatives of Latham, Houlihan Lokey and Lazard in considering such transaction. In connection with this representation,

 

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Lazard advised the special committee as to its views and methodologies regarding the values of AHL and AGM and other strategic considerations regarding closer integration between AHL and AGM, and Houlihan Lokey was asked to provide an opinion to the special committee as to the fairness, from a financial point of view, of the aggregate consideration to be received by AHL in the proposed transaction. The special committee created in connection with that proposal considered various factors in its evaluation of the proposed transaction, including valuation approaches and strategic issues, and ultimately determined to recommend the transaction to the AHL board of directors for a number of reasons, including (a) the expectation that eliminating AHL’s multi-class structure would increase alignment of AGM’s voting and economic interests in AHL, (b) that AGM’s acquisition of an incremental stake in AHL at a premium to the market price at the signing of the transaction agreement would represent a strong, public commitment to AHL by AGM that would enhance the alignment of interests between the two companies and (c) the fact that AHL’s ownership in the AOG units would give it an approximately 7% economic stake in AGM’s operating subsidiaries, providing meaningful participation in their results, including their asset management income. AHL and AGM and certain of its affiliates (after approval by the special committee of the AHL board of directors and the conflicts committee of the AGM board of directors (the “AGM conflicts committee”)) entered into a transaction agreement related to such transaction in October 2019 (the “2019 Transaction Agreement”), pursuant to which AHL, (i) amended and restated its bye-laws, which, among other items, eliminated AHL’s multi-class share structure (the “Multi-Class Share Elimination”), (ii) issued 35,534,942 new Class A common shares of AHL to certain affiliates of AGM which comprise the Apollo Operating Group in exchange for (A) 29,154,519 equity interests of the Apollo Operating Group and (B) $350 million in cash and (iii) granted AGM the right to purchase additional Class A common shares at a later time, subject to certain conditions. In connection with the Multi-Class Share Elimination, (i) all of the Class B common shares of AHL were converted into an equal number of Class A common shares on a one-for-one basis and (ii) all of the Class M common shares of AHL were converted into a combination of Class A common shares and warrants to purchase Class A common shares. The transaction closed in February 2020.

As a result of the closing of the transactions contemplated by the 2019 Transaction Agreement, AHL owned approximately 7% of the equity interests of the Apollo Operating Group, and AGM, together with certain of its related parties and employees, owned approximately 34% of the issued and outstanding AHL Common Shares.

Each of the AGM board of directors and the AHL board of directors and their respective management teams regularly reviews and discusses their respective company’s performance, business strategy and competitive position in the industries in which the companies operate, including regular review and evaluation of various strategic alternatives, including acquisitions, dispositions and other strategic transactions (such as a potential combination transaction involving AGM and AHL), as part of ongoing efforts to strengthen their respective company’s overall business and enhance stockholder and shareholder value. These reviews took into account a number of developments, including the AGM and AHL management teams’ awareness of the combination of another large fixed annuity business and a financial sponsor announced in mid-2020 and completed in February 2021 and the expected strategic and financial benefits for both parties resulting from that transaction.

In addition, beginning in early 2019, AGM and the Principals began conversations regarding potential governance and recapitalization changes at AGM and considered a number of potential changes in respect thereof. In January 2021, AGM referred certain of such governance and recapitalization changes for consideration by the AGM conflicts committee, which was represented by Simpson Thacher & Bartlett LLP (“Simpson Thacher”). From January 2021 through March 2021, negotiations took place between the Principals, on the one hand, and the AGM conflicts committee, on the other hand, concerning, among other things, certain benefits that the Principals would be forfeiting because of implementation of the governance and recapitalization changes, the terms of which were embodied in a term sheet (the “AGM Restructuring Term Sheet”).

Following the closing of the transactions contemplated by the 2019 Transaction Agreement in February 2020 and the favorable market response to further alignment between AGM and AHL, during the course of the remainder of 2020 and early 2021, the management teams of AGM and AHL separately evaluated on a periodic basis their respective investment in the other party and explored the legal, regulatory and tax implications of a

 

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variety of strategic transactions (including a potential combination transaction) involving AGM and AHL. Separately, independent board members of AHL also evaluated AHL’s significant investment in AGM during this same period. From time to time in 2020 and early 2021, certain board members and executives of AGM and AHL had initial discussions to consider what strategic benefits could result from different alternative scenarios regarding the relationship of AGM and AHL. In February 2020 and March 2020, the executive committee of the AGM board of directors reviewed and advanced their analysis of financial and strategic rationales for enhancing the relationship between AGM and AHL, including by AGM possibly increasing its ownership stake in AHL or pursuing a complete business combination.

On February 17, 2021, Marc Beilinson and Marc Rowan had lunch and discussed a variety of subjects, including the strategic relationship between AHL and AGM. On February 22, 2021, Mr. Rowan and Mr. Belardi had lunch and discussed a variety of subjects, including the potential strategic merits of exploring a combination of AHL and AGM, although no structure or terms of any potential transaction were discussed. Later in February 2021, Mr. Beilinson conferred with AHL management and certain legal advisors regarding issues relevant to the exploration of various potential transactions involving AHL and AGM.

On February 23, 2021, the AGM conflicts committee held a telephonic meeting to consider the AGM Restructuring Term Sheet. At this meeting, the AGM conflicts committee reviewed various previous informal discussions it had had and materials it had previously reviewed related to the AGM Restructuring Term Sheet. Also at the meeting, the AGM conflicts committee determined to approve the engagement of Perella Weinberg Partners LP (“PWP”) as financial advisor to the AGM conflicts committee in connection with the AGM Restructuring Term Sheet. Prior to formalizing such retention, the AGM conflicts committee considered PWP’s qualifications and experience and took note of PWP’s prior and existing relationships with AGM. Representatives of PWP reviewed and discussed the terms of the AGM Restructuring Term Sheet and the actual and potential benefits and costs to AGM and the Principals from the transactions contemplated by the AGM Restructuring Term Sheet with the AGM conflicts committee. Representatives of Simpson Thacher also reviewed and discussed with the AGM conflicts committee (i) the terms of the AGM Restructuring Term Sheet and (ii) the AGM conflicts committee’s fiduciary duties and obligations in relation to the AGM Restructuring Term Sheet.

On March 1, 2021, the AGM conflicts committee held a telephonic meeting to consider an updated AGM Restructuring Term Sheet. Representatives of PWP reviewed and discussed the terms of the updated AGM Restructuring Term Sheet and the actual and potential benefits and costs to AGM and the Principals that would result from the transactions contemplated by the AGM Restructuring Term Sheet with the AGM conflicts committee. Representatives of Simpson Thacher also reviewed and discussed with the AGM conflicts committee the terms of the updated AGM Restructuring Term Sheet.

On March 3, 2021, the executive committee of the AGM board of directors held a telephonic meeting (at which members of AGM’s senior management team were present) to consider various potential transaction structures involving AGM and AHL that had been identified by AGM’s management team. During the meeting, the executive committee discussed whether it would be advisable for AGM to send to the board of directors of AHL a letter proposing further consideration of such potential transactions (the “AGM Letter”). Following discussions among the members of AGM’s executive committee about the AGM Letter, the executive committee of the AGM board of directors authorized AGM’s management team to send the AGM Letter to the board of directors of AHL. At this same meeting, the members of the AGM executive committee also discussed and agreed to formally delegate to the AGM conflicts committee the power and authority to review and approve the governance and recapitalization changes contemplated by the AGM Restructuring Term Sheet.

During the early morning of March 4, 2021, Mr. Rowan contacted Mr. Beilinson by telephone. Mr. Rowan described the AGM Letter and indicated that it would shortly be sent, outlining AGM’s openness to considering several potential transaction scenarios involving AGM and AHL. Mr. Rowan also asked Mr. Beilinson certain process-related questions, including whether AGM and its advisors could contact AHL’s financial and legal advisors and members of senior management and commence diligence.

 

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Promptly following Mr. Beilinson’s conversation with Mr. Rowan, and pursuant to authority previously granted by the AHL board of directors to Mr. Beilinson (as AHL’s Lead Independent Director) to take certain actions related to the formation of a special committee of the AHL board of directors and the engagement of advisors, Mr. Beilinson consulted with representatives of Latham (which had served as a longstanding legal advisor to AHL’s conflicts committee and other special committees of the AHL board of directors) regarding a potential transaction involving AGM and AHL.

Mr. Beilinson also proceeded to contact the other members of the AHL board of directors unaffiliated with AGM (the “Disinterested AHL Directors”) to inform them that he had received a call from Mr. Rowan and would be promptly convening a telephonic meeting among the Disinterested AHL Directors in anticipation of receiving the AGM Letter.

Shortly following Mr. Rowan’s conversation with Mr. Beilinson, AGM sent the AGM Letter to the board of directors of AHL. The AGM Letter states as follows in its entirety:

March 4, 2021

Board of Directors

Athene Holding Ltd.

Chesney House

96 Pitts Bay Road

Pembroke HM 08

Bermuda

Dear Members of the Board of Directors:

Since we took steps to further align our businesses in October of 2019, we have been pleased to see the favorable market response to our greater alignment. We continue to believe in the strategic rationale of our partnership, and as such, would like to discuss potential alternatives that would strengthen the relationship with the goal of driving more value for our respective shareholders.

With those considerations in mind, we wish to explore with you a potential change in our investment intentions and in our current agreements with Athene concerning our ownership of Athene securities. Among the potential changes we would like to consider:

 

  1.

Purchasing additional common shares of Athene in the open market,

 

  2.

Amending our existing facility right, to purchase a greater number of shares of Athene common stock and possibly allow the purchase price to be delivered in securities of Apollo, instead of cash,

 

  3.

Merging with Athene in a stock-for-stock transaction, or

 

  4.

A combination of 1 & 2 to surpass 50% ownership, which could result in Apollo consolidating Athene from an accounting perspective

Each of these alternatives is focused on enhancing alignment between Apollo and Athene, for the benefit of our shareholders, policyholders, limited partners, and employees. We would like to explore the following ideas and considerations:

 

  1.

Potential Purchase of Additional Shares

 

  •  

Purchase in the open market, in compliance with securities laws

 

  •  

Cooperation by Athene in the HSR Act filing that is necessary for Apollo to purchase additional shares

 

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  2.

Potential Amendment of Existing Facility Right

 

  •  

Amendment of our facility right, to purchase a greater number of shares of Athene common stock and possibly allow the purchase price to be delivered in securities of Apollo, instead of cash.

 

  •  

Possible amendment of the agreement to increase the premium paid at conversion.

 

  3.

Possible Stock-for-Stock Merger

 

  •  

A possible merger of our two companies, in a 100% stock transaction, at an exchange ratio to be determined

 

  •  

We believe a full combination would create powerful alignment between Apollo and Athene, our shareholders, Apollo’s LPs, Athene’s policyholders, and all employees

 

  •  

Create the leader in retirement income services

 

  •  

Enhance profitability and capital strength for investment to accelerate combined growth

 

  •  

Significant economic upside through shareholder participation in combined business

 

  4.

Possible Purchase to Surpass 50% Ownership and Consolidate

 

  •  

Alternately, we believe several benefits of the potential merger described above could be realized through Apollo acquiring an ownership stake of greater than 50% in Athene. These benefits include greater alignment, consolidation and the potential for a re-rating

 

  •  

This could be realized through a combination of open market purchases and exercise or amendment of the existing option

This letter simply expresses our interest in considering whether to change our investment intent, and is not a proposal, agreement or commitment of any kind. We have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP and Skadden, Arps, Slate, Meagher & Flom LLP as our legal advisors. We and our advisors look forward to working with the special committee of the Board of Directors of Athene and its advisors to consider the options above.

Since our two companies are public, we know each other well, and have material cross shareholdings, we believe we can both move very quickly to discuss these potential opportunities.

In addition, since we are already approved as a control party in relevant jurisdictions, we believe there would be very little execution risk to you in connection with any of the alternatives mentioned above.

If you have any questions, please do not hesitate to contact me. I look forward to hearing from you.

Yours sincerely,

Marc Rowan

During the morning of March 4, 2021, representatives of Skadden Arps and Paul Weiss contacted representatives of Latham by telephone to discuss exploring the four transaction scenarios described in the AGM Letter. The representatives of Skadden Arps and Paul Weiss indicated that they would soon be sending draft agreements related to two of the four potential transactions described in the AGM Letter (specifically an agreement contemplating a merger transaction and a draft amendment to the facility right provisions of AHL’s shareholders agreement) and would later that morning be opening a virtual data room for legal and financial diligence, as well as other process matters. The representatives of Skadden Arps and Paul Weiss told the representatives of Latham that representatives of AGM were prepared to host a management presentation to discuss potential transactions scenarios involving AGM and AHL with representatives of AHL that same day.