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
NWATHENE 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 This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any security of Athene Holding Ltd. ("Athene”) Certain information contained herein and certain oral statements made in reference thereto may be “forward-looking” in nature. T
Slide 3: Disclaimer Related to Athene (continued)
Disclaimer Related to Athene (continued) Additional Information Regarding the Transaction and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication is being made in
Slide 4: Disclaimer Related to Apollo
Disclaimer Related to Apollo This presentation may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act"). These statements
Slide 5: Transaction summary
• – – – • • • • – • – • – • 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: Transaction Strengthens Athene-Apollo Strategic Partnership
Transaction Strengthens Athene-Apollo Strategic Partnership Through Deeper Strategic and Economic Alignment Stronger economic and strategic alignment between Athene and Apollo IN Broader investor Significant signal of mutual support universe for Athene APOLLO “VATHENE Attractive financial Sarangi in
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 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 benefi
Slide 9: Share repurchase authorization and returns
• • • • • • • • • - • • • 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 500 Insurers
ATH’s Passive Ownership vs S&P 500 Insurers1 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 I
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 $600 million addition to repurchase authorization announced in connection with the transaction. 3 Source: Morningstar Direct, Bloomberg.
Slide 14: Share Repurchase Authorization History
Share Repurchase Authorization History Quarterly Share Repurchase Activity
Slide 15: Substantial Earnings Growth and Operating Performance vs Stock Performance
Substantial Earnings Growth Operating Performance vs Stock Performance Industry-Leading Organic Growth at Targeted Returns1 1 2019E consensus as of October 25, 2019. 2 As of October 25, 2017. 3 As of October 25, 2019. 4 Adjusted operating earnings per common share.
Slide 16: Pre-Transaction vs Pro Forma
• • • • • • • • Pre-Transaction Pro Forma • Note: Market data as of October 25, 2019. 1 Pro forma for transaction assuming no change in share price.
Slide 17: Apollo's Fundamentals Should Support a Higher Valuation
Strong Growth in Total Assets Under Management Apollo’s Fundamentals Should Support a Higher Valuation APO Fee-Related Earnings Are Being Improperly Discounted FRE as % of Implied P/E Multiple Distributable Earnings on FRE1 Significant Growth in Fee-Related Earnings (FRE) APO Dividend Yield Implies
Slide 18: Apollo: Deep Resources and Differentiated M&A Capabilities
Deep Resources Broad Access to Capital Differentiated Unmatched M&A Capabilities Direct Asset Origination 1 Pro forma for transaction. 2 Announced but not yet closed.
Slide 19: Benefits for Athene and Apollo
Benefits for Athene Benefits for Apollo
Slide 20: Appendix
Appendix
Slide 21: Athene Non-GAAP Measure Reconciliations
Athene Non-GAAP Measure Reconciliations RECONCILIATION OF NETINCOME TO ADJUSTED OPERATING INCOME rs ended December 31, Quarterly (in millions) 2015 2016 2017, 2018 ECur LOU To77 2077 3018 aate 1819 2079 Net income available to AHL shareholders, S579 S$ 773 1358 “E1053, $27 S39 ST SS St) “S_70B_ “S72
Slide 22: Apollo Fee Related Earnings
($ 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 Apollo discloses the following financial measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America (”Non-GAAP"): + “Segment Distri
Slide 24: Apollo Non-GAAP Financial Information & Definitions Cont'd
Apollo Non-GAAP Financial Information & Definitions Cont'd + “Assets Under Management’, or “AUM", refers to the assets of the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services, including, without limitation, capital tha
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