Athene Holding Ltd. · NYSE:ATH/PA
Athene — Merger or Acquisition (October 2019)
24 slides from Athene's merger presentation, Oct 28, 2019
Slide 1: Athene and Apollo Announce Transaction to Strengthen Strategic Relationship
Exhibit 99.2, NATHENE APOLLO Athene and Apollo Announce Transaction to Strengthen Strategic Relationship and Eliminate Athene’s Multi-Class Share Structure October 28, 2019
Slide 2: Disclaimer Related to Athene
Disclaimer Related to Athene ated Sedha ewsato be Ga oe elawef ere mie ‘Gust commen shores potrtalinsonel Aber tcomonshrin cramped pce re pt aa then iui oe ‘messin or oor snot Ton oreening stern npr vel srenmpoon made Eee) icra cer ‘oiablet eration the words bee“ estmate mir expresons ore ened to se
Slide 3: Disclaimer Related to Athene (continued)
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Slide 4: Disclaimer Related to Apollo
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Slide 5: Transaction Overview
• – – – § • • • • – • – • – • 1 “Apollo” includes Apollo Global Management, Inc., its consolidated subsidiaries, its affiliates, related parties and employees. 2 Premium calculated off of ATH close price as of October 25, 2019. 3 Based on beneficial ownership and assumes full utilization of $600 mil
Slide 6: Athene Apollo Strategic Partnership
S h Ath Apollo Strategic Partnership Theaoh Deeper Strategic and Economic Alignment YATHENE Attractive financial investments forboth pani SATHENE APOLLO 6
Slide 7: Status Quo vs Pro Forma: Single share class structure
Status Quo: Asymmetry between ownership / voting power Pro Forma: Single share class structure Economics Voting Power ü ü ü 1 Represents Apollo’s beneficial ownership in Athene, including direct investment, affiliates, and Apollo employees. 2 Represents Apollo’s beneficial ownership in Athene, inclu
Slide 8: Transaction Illustration and Other Transaction Details
Transaction Illustration Other Transaction Details • •• • – – – • • • • • • 1 Exact number of ATH shares issued is 27,959,184 for $1.2bn in Apollo operating group units, and 7,575,758 for $350mn in cash. Exact number of Apollo operating group units issued is 29,154,519. 2 Represents Apollo’s benefic
Slide 9: • • • • • • • • • - • • • Reference
• • • • • • • • • - • • • 1 Reference to Apollo includes Apollo, its affiliates, related parties and employees. 2 Assuming utilization of the increased repurchase authorization and a total return for Athene’s Apollo holding in line with analyst consensus targets for dividend and stock price apprecia
Slide 10: ATH's Passive Ownership vs S&P Insurers
1 ATH’s Passive Ownership vs S&P 500 Insurers Ownership by Long-Only Investors / Mutual Funds Source: Bloomberg, IPREO 1 Includes: AFL, AIG, AIZ, ALL, CB, CINF, GL, HIG, LNC, MET, PFG, PGR, PRU, RE, TRV, and UNM. Analysis excludes AMP as company is included in the S&P 500 Capital Markets index, not
Slide 11: Adjusted Book Value Per Common Share Growth
Adjusted Book Value Per Common Share Growth Note: Adjusted book value per common share is calculated as the adjusted common shareholders’ equity divided by the adjusted operating common shares outstanding. Adjusted common shareholders’ equity is calculated as the ending shareholders’ equity excludin
Slide 12: Differentiated Asset Management
Differentiated Asset Management Opportunistic Capital Deployment at High Returns • • • 1 Represents average annual NIER from 2016-2018. Data based on earned investment yield, as reported in Schedule D (Bonds) / B (Mortgage Loans) statutory filings. Peers include: AEL, AIG, FG, LNC, MET, PFG, PRU and
Slide 13: Assets and Capital Market Structure
Assets Capital Market Structure 1 Source: FactSet. 2 Including $600 million addition to repurchase authorization announced in connection with the transaction. 3 Source: Morningstar Direct, Bloomberg.Assets Capital Market Structure 1 Source: FactSet. 2 Including $600 million addition to repurchase au
Slide 14: Share Repurchase Authorization History
Share Repurchase Authorization History Quarterly Share Repurchase ActivityShare Repurchase Authorization History Quarterly Share Repurchase Activity
Slide 15: Substantial Earnings Growth and Operating Performance vs Stock Performance
Substantial Earnings Growth Operating Performance vs Stock Performance 1 Industry-Leading Organic Growth at Targeted Returns 1 2019E consensus as of October 25, 2019. 2 As of October 25, 2017. 3 As of October 25, 2019. 4 Adjusted operating earnings per common share. Substantial Earnings Growth Opera
Slide 16: Pre-Transaction vs Pro Forma
• • • • • • • • Pre-Transaction Pro Forma • Note: Market data as of October 25, 2019. 1 Pro forma for transaction assuming no change in share price. • • • • • • • • Pre-Transaction Pro Forma • Note: Market data as of October 25, 2019. 1 Pro forma for transaction assuming no change in share price.
Slide 17: Apollo's Fundamentals Should Support a Higher Valuation
Apollo’s Fundamentals Should Support a Higher Valuation Strong Growth in Total Assets Under Management APO Fee-Related Earnings Are Being Improperly Discounted FRE as % of Implied P/E Multiple 1 Distributable Earnings on FRE Significant Growth in Fee-Related Earnings (FRE) 3 APO Dividend Yield Impli
Slide 18: Deep Resources, Broad Access to Capital, Unmatched M&A Capabilities
Deep Resources Broad Access to Capital Differentiated Unmatched M&A Capabilities Direct Asset Origination 1 Pro forma for transaction. 2 Announced but not yet closed. Deep Resources Broad Access to Capital Differentiated Unmatched M&A Capabilities Direct Asset Origination 1 Pro forma for transaction
Slide 19: Benefits for Athene and Benefits for Apollo
Benefits for Athene Benefits for Apollo üü üü üü üüBenefits for Athene Benefits for Apollo üü üü üü üü
Slide 20: Appendix
Appendix
Slide 21: Athene Non-GAAP Measure Reconciliations
Athene Non-GAAP Measure Reconciliations a ee att SATHENE APOLLO a
Slide 22: Apollo Fee Related Earnings Reconciliation
($ in thousands) FY’11 FY’12 FY’13 FY’14 FY’15 FY’16 FY’17 FY’18 LTM 2Q’19 Management fees 490,191 623,041 730,702 901,024 911,893 977,649 1,082,315 1,282,688 1,409,555 Advisory and transaction fees 73,542 133,257 88,627 89,633 46,244 147,115 117,624 111,567 133,115 Performance fees 44,540 37,842 36
Slide 23: Apollo Non-GAAP Financial Information & Definitions
Apollo Non-GAAP Financial Information & Definitions palo ds r vsed by management evaluating the performance of Apollo's cred, private * Deon ltd t peri ich detuning smal deeboany bonns nd equybored conpeaon wah 0 ples Wa pers ras a i rl cat peels sae then wh one he rea ne nae see tga hres by pring s
Slide 24: Apollo Non-GAAP Financial Information & Definitions Cont'd
Apollo Non-GAAP Financial Information & Definitions Cont'd + "Aats Under Management of “AUK rs o the apse of he ands ston of cenain oer invert aied series coding. ut tntaton ffrasant to capt commamerts Our AUM equals the Sumo 9 rt uta NAY pl and/or capt commimants, rp i che meat argue Say ee ern era
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