ATHENE HOLDING LTD. (NYSE:ATH) Files An 8-K Other Events
Item 8.01 Other Events
On April 14, 2017, in connection with a private offering, AGER
Bermuda Holding Ltd. (AGER) entered into subscription agreements
with Athene Holding Ltd. (the Company), certain affiliates of
Apollo Global Management, LLC (Apollo) and a number of other
third-party investors, to which AGER procured commitments from
the Company, such affiliates of Apollo and such other investors
to purchase new Class B-2, Class B-1 and Class A equity interests
in AGER, respectively, subject to the terms and conditions of
such subscription agreements (the AGER Offering). AGER is a
Bermuda incorporated subsidiary of the Company that serves as the
holding company for the Companys European operations (AGER,
together with the Companys European operations, the AGER Group).
Bermuda Holding Ltd. (AGER) entered into subscription agreements
with Athene Holding Ltd. (the Company), certain affiliates of
Apollo Global Management, LLC (Apollo) and a number of other
third-party investors, to which AGER procured commitments from
the Company, such affiliates of Apollo and such other investors
to purchase new Class B-2, Class B-1 and Class A equity interests
in AGER, respectively, subject to the terms and conditions of
such subscription agreements (the AGER Offering). AGER is a
Bermuda incorporated subsidiary of the Company that serves as the
holding company for the Companys European operations (AGER,
together with the Companys European operations, the AGER Group).
As part of the AGER Offering, AGER entered into subscription
agreements totaling 2.175 billion of capital commitments. Of this
amount:
agreements totaling 2.175 billion of capital commitments. Of this
amount:
|
the Company agreed to (i) convert its existing shares in
AGER to 90 million of new Class B-2 equity interests in AGER on the Closing Date (as defined below), (ii) purchase from AGER an additional 285 million (which may be reduced to 260 million, to the extent that certain employees, officers, directors and advisors of the Company, AGER, Apollo and/or their respective affiliates hereafter commit to purchase from AGER up to 25 million of new equity interests in AGER) of new Class B-2 equity interests in AGER during the five-year period beginning on the Closing Date (such period, the Commitment Period), and (iii) purchase from AGER new Class C-1 equity interests in AGER on the Closing Date that represent a profits interest in AGER which, upon meeting certain vesting triggers, will be convertible by the Company into additional Class B-2 equity interests in AGER; and |
|
certain affiliates of Apollo agreed to purchase from AGER
(i) 125 million (which may be reduced to the extent that certain employees, officers, directors and advisors of the Company, AGER, Apollo and/or their respective affiliates hereafter commit to purchase from AGER more than 25 million of new equity interests in AGER) of new Class B-1 equity interests in AGER during the Commitment Period and (ii) new Class C-1 equity interests in AGER on the Closing Date that represent a profits interest in AGER which, upon meeting certain vesting triggers, will be convertible by such affiliates of Apollo into additional Class B-1 equity interests in AGER. |
The Class B-2 equity interests to be acquired by the Company will
provide the Company with 10% of the aggregate voting power in
AGER, while holders of the Class B-1 equity interests will have
35% of the aggregate voting power in AGER and the holders of the
Class A equity interests will have 55% of the aggregate voting
power in AGER.
provide the Company with 10% of the aggregate voting power in
AGER, while holders of the Class B-1 equity interests will have
35% of the aggregate voting power in AGER and the holders of the
Class A equity interests will have 55% of the aggregate voting
power in AGER.
A special committee of the Companys board of directors, comprised
solely of disinterested directors, approved the AGER Offering.
solely of disinterested directors, approved the AGER Offering.
The completion of the AGER Offering is conditioned upon obtaining
certain regulatory approvals, and other customary terms and
conditions. The closing of the AGER Offering will not occur
unless and until such regulatory approvals are obtained and all
other applicable conditions are satisfied or waived by the
applicable parties (the date of such closing, the Closing Date).
It is anticipated that the Closing Date will occur in early 2018,
although no assurance can be provided regarding when the Closing
Date will occur or whether it will occur at all.
certain regulatory approvals, and other customary terms and
conditions. The closing of the AGER Offering will not occur
unless and until such regulatory approvals are obtained and all
other applicable conditions are satisfied or waived by the
applicable parties (the date of such closing, the Closing Date).
It is anticipated that the Closing Date will occur in early 2018,
although no assurance can be provided regarding when the Closing
Date will occur or whether it will occur at all.
It is expected that AGERs initial material capital call during
the Commitment Period will result in the issuance by AGER of new
equity interests to affiliates of Apollo and other third-party
investors, such that the Companys interest in the AGER Group will
be reduced so that the AGER Group becomes held by the Company as
an investment rather than as consolidated subsidiaries of the
Company. Prior to such time, the AGER Group will continue to be
consolidated subsidiaries of the Company, including in the event
that the AGER Offering is not completed for any reason. AGERs
initial material capital call will be made only in connection
with an acquisition by the AGER Group.
the Commitment Period will result in the issuance by AGER of new
equity interests to affiliates of Apollo and other third-party
investors, such that the Companys interest in the AGER Group will
be reduced so that the AGER Group becomes held by the Company as
an investment rather than as consolidated subsidiaries of the
Company. Prior to such time, the AGER Group will continue to be
consolidated subsidiaries of the Company, including in the event
that the AGER Offering is not completed for any reason. AGERs
initial material capital call will be made only in connection
with an acquisition by the AGER Group.
The Companys conversion of its existing shares in AGER to new
equity interests in AGER on the Closing Date values the AGER
Group at 90 million, which is in line with the Companys invested
capital in the AGER Group. This valuation of the AGER Group was
fixed as of the date on which AGER entered into the existing
subscription agreements for the AGER Offering (April 14, 2017)
and is unaffected by any profit or loss or other increase or
decrease in value of the AGER Group during the period between
April 14, 2017 and the date (if any) on which the AGER Group is
deconsolidated from the Company, which period is expected to be
nine months or longer. As a result, to the extent that the
Companys invested capital in, and/or the fair value of, the AGER
Group increases or decreases during such time period, the Company
may incur a gain or loss upon deconsolidation.
equity interests in AGER on the Closing Date values the AGER
Group at 90 million, which is in line with the Companys invested
capital in the AGER Group. This valuation of the AGER Group was
fixed as of the date on which AGER entered into the existing
subscription agreements for the AGER Offering (April 14, 2017)
and is unaffected by any profit or loss or other increase or
decrease in value of the AGER Group during the period between
April 14, 2017 and the date (if any) on which the AGER Group is
deconsolidated from the Company, which period is expected to be
nine months or longer. As a result, to the extent that the
Companys invested capital in, and/or the fair value of, the AGER
Group increases or decreases during such time period, the Company
may incur a gain or loss upon deconsolidation.
In order to align the interests of Athene and AGER, on the
Closing Date, the Company expects to enter into a cooperation
agreement with AGER (the Cooperation Agreement). to the
Cooperation Agreement, among other things, (i) the Company will
have the right to reinsure approximately 20% of the spread
business written or reinsured by any insurance or reinsurance
company owned or acquired by AGER, (ii) AGERs insurance
subsidiaries will be required to purchase certain funding
agreements and/or other spread instruments issued by the Companys
insurance subsidiaries, (iii) the Company will provide the AGER
Group with a first right to pursue acquisition and reinsurance
transactions in Europe (other than the United Kingdom) and (iv)
the AGER Group will provide the Company and its subsidiaries
(other than the AGER Group) with a first right to pursue
acquisition and reinsurance transactions in North America
(including the United States) and the United Kingdom.
Closing Date, the Company expects to enter into a cooperation
agreement with AGER (the Cooperation Agreement). to the
Cooperation Agreement, among other things, (i) the Company will
have the right to reinsure approximately 20% of the spread
business written or reinsured by any insurance or reinsurance
company owned or acquired by AGER, (ii) AGERs insurance
subsidiaries will be required to purchase certain funding
agreements and/or other spread instruments issued by the Companys
insurance subsidiaries, (iii) the Company will provide the AGER
Group with a first right to pursue acquisition and reinsurance
transactions in Europe (other than the United Kingdom) and (iv)
the AGER Group will provide the Company and its subsidiaries
(other than the AGER Group) with a first right to pursue
acquisition and reinsurance transactions in North America
(including the United States) and the United Kingdom.
An affiliate of Apollo is expected to continue to act as
investment adviser in regard to the AGER Groups investment
portfolio following the Closing Date and the AGER Groups
deconsolidation from the Company. The services that Apollo and
its affiliates provide to the AGER Group, and the fees they
receive for doing so, may differ from the existing services
provided to the AGER Group and the existing fees paid therefor.
investment adviser in regard to the AGER Groups investment
portfolio following the Closing Date and the AGER Groups
deconsolidation from the Company. The services that Apollo and
its affiliates provide to the AGER Group, and the fees they
receive for doing so, may differ from the existing services
provided to the AGER Group and the existing fees paid therefor.
About ATHENE HOLDING LTD. (NYSE:ATH)
Athene Holding Ltd. (Athene Holding) is a Bermuda-based life insurance holding company. The Company is principally focused on the retirement market and whose business, through its subsidiaries, is focused on issuing or reinsuring fixed and equity indexed annuities. Athene Holding’s subsidiaries are Athene Annuity & Life Assurance Company, Athene Life Insurance Company, Investors Insurance Corp, and Athene Life Re Ltd. The products offered by Athene Holding, through its subsidiaries, include retail fixed and equity indexed annuity products; institutional products, such as funding agreements, and co-insurance and reinsurance arrangements with third-party life insurance and annuity providers. Assets of Athene Holding’s subsidiaries are managed by Athene Asset Management LLC. ATHENE HOLDING LTD. (NYSE:ATH) Recent Trading Information
ATHENE HOLDING LTD. (NYSE:ATH) closed its last trading session up +0.34 at 51.69 with 1,379,087 shares trading hands.