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.

 

 

 

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

 

i

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

 

ii

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.

 

iii

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                ,            .

 

iv

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).

 

v

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

 

vi

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                  .

 

 

 

 

vii

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.

 

viii

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

 

ix

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                 .

 

 

 

x

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.

 

 

xi

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

 

xii

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

 

xiii

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

 

xiv

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

 

xv

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

 

1

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.

 

2

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:

 

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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.

 

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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:

 

 

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:

 

 

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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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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;

 

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

 

•

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

 

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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;

 

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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

 

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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;

 

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coordinating geographically dispersed organizations; and

 

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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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