Filed by Apollo Global Management, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 and Rule 14d-2(b)
under the Securities Exchange Act of 1934
Subject Company: Athene Holding Ltd.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 10, 2021
Apollo Global Management, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35107 | 20-8880053 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
9 West 57th Street, 43rd Floor
New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 515-3200
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Class A Common Stock | APO | New York Stock Exchange | ||
| 6.375% Series A Preferred Stock | APO.PR A | New York Stock Exchange | ||
| 6.375% Series B Preferred Stock | APO.PR B | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
New Director Appointment
On June 10, 2021, the Class C Stockholder of Apollo Global Management, Inc. (“AGM”) voted to increase the size of AGM’s Board of Directors (the “Board”) to thirteen (13) directors, and appointed David Simon to fill the resulting vacancy, effective as of June 15, 2021. The executive committee of the Board has determined that Mr. Simon is an independent director as defined by the listing standards of the New York Stock Exchange (“NYSE”).
There are no actual or proposed transactions between Mr. Simon or any of his related persons and AGM that would require disclosure under Item 404(a) of Regulation S-K.
For his services as an independent director of the Board, Mr. Simon will be entitled to compensation in accordance with the independent director compensation outlined under the caption “Director Compensation” in Item 11 of AGM’s Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on February 19, 2021 (the “2020 Annual Report”).
It is anticipated that Mr. Simon will enter into a standard indemnification agreement with AGM as more fully described under the caption “Indemnification of Directors, Officers and Others” in Item 13 of the 2020 Annual Report.
Decision Not to Seek Re-Election
On June 10, 2021, Siddhartha Mukherjee, a member of the Board, informed AGM of his decision not to seek re-election at AGM’s next annual meeting of stockholders. It is anticipated that Mr. Mukherjee will continue to provide advice to AGM on technology matters after the completion of his term as a director.
| Item 7.01 | Regulation FD Disclosure. |
On June 11, 2021, AGM issued a press release announcing the appointment of Mr. Simon, Mr. Mukherjee’s decision not to stand for re-election at AGM’s next annual meeting of stockholders, as well as the anticipated appointment of Mr. James Belardi, Mr. Marc Beilinson, Ms. Mitra Hormozi and Mr. Lynn Swann to the board of directors of Tango Holdings, Inc. (“HoldCo”) after the closing of the Apollo-Athene merger (as described below under “Item 8.01 Other Events”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 7.01 “Regulation FD Disclosure” and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events |
Pursuant to the previously announced merger agreement between AGM and Athene Holding Ltd. (“AHL”), the board of directors of HoldCo after the closing of the Apollo-Athene merger will consist of (i) four directors of AHL in office immediately prior to the effective time of the Apollo-Athene merger selected by the disinterested members of the board of directors of AHL and reasonably acceptable to AGM, including Mr. James Belardi, of which three must qualify as an “independent director” under the listing standards of the NYSE and the applicable rules of the SEC, (ii) the directors of AGM in office immediately prior to the effective time of the Apollo-Athene merger and (iii) no more than eighteen directors in the aggregate.
AGM announced today that the four directors of AHL who shall serve on the board of directors of HoldCo after the closing of the Apollo-Athene merger shall be Mr. James Belardi, Mr. Marc A. Beilinson, Ms. Mitra Hormozi and Mr. Lynn Swann. Of these directors, Mr. Beilinson, Ms. Hormozi and Mr. Swann are each expected to qualify as an “independent director” under the listing standards of the NYSE and the applicable rules of the SEC.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, discussions related to AGM’s expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this Current Report on Form 8-K, the words “believe,” “anticipate,” “estimate,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including those described under the section entitled “Risk Factors” in AGM’s annual report on Form 10-K filed with the SEC on February 19, 2021 and quarterly report on Form 10-Q filed with the SEC on May 10, 2021, as such factors may be updated from time to time in AGM’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in other filings. AGM undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. This Current Report on Form 8-K does not constitute an offer of any AGM fund.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press release dated June 11, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Additional Information Regarding the Transaction and Where to Find It
This Current Report on Form 8-K is being made in respect of the proposed transaction involving HoldCo, AGM and AHL. The proposed transaction will be submitted to the stockholders of AGM and the shareholders of AHL for their respective consideration. In connection therewith, the parties intend to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a definitive joint proxy statement/prospectus, which will be mailed to the stockholders of AGM and the shareholders of AHL. However, such documents are not currently available. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, AS APPLICABLE, INVESTORS AND SECURITY HOLDERS OF AGM AND AHL ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive joint proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about AGM and AHL, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC by AGM will be available free of charge under the “Stockholders” section of AGM’s website located at http://www.apollo.com or by contacting AGM’s Investor Relations Department at (212) 822-0528 or APOInvestorRelations@apollo.com.
Copies of the documents filed with the SEC by AHL will be available free of charge under the “Investors” section of AHL’s website located at http://www.athene.com or by contacting AHL’s Investor Relations Department at (441) 279-8531 or ir@athene.com.
Participants in the Solicitation
AGM, AHL, HoldCo and their respective directors, executive officers, members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of AGM and HoldCo is set forth in AGM’s proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on August 20, 2020, its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 19, 2021, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above.
Information about the directors and executive officers of AHL is set forth in AHL’s proxy statement for its 2020 annual meeting of shareholders, which was filed with the SEC on April 21, 2020, its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 19, 2021, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above.
Other information regarding the participants in the proxy solicitations of the stockholders of AGM and the shareholders of AHL, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the preliminary and definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APOLLO GLOBAL MANAGEMENT, INC. | ||||
| Date: June 11, 2021 | By: |
/s/ John J. Suydam |
||
| Name: | John J. Suydam | |||
| Title: | Chief Legal Officer | |||
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EXHIBIT 99.1
Apollo to Expand Board of Directors, with David Simon and Four Additional Members from Athene to Join
David Simon to join Apollo’s Board This Month and Athene’s Jim Belardi, Mitra Hormozi, Marc Beilinson and Lynn Swann to Join Board of the Combined Company Upon Closing of Merger
NEW YORK, June 11, 2021 (GLOBE NEWSWIRE) -- Apollo Global Management, Inc. (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) today announced additional current and anticipated appointments to its Board of Directors. This month, Apollo will add David Simon, currently Chairman of the Board, CEO and President of Simon Property Group, to its Board of Directors and, upon closing of the previously announced combination of Athene and Apollo, four members of Athene’s Board of Directors will join the Board of Directors of the combined company. Earlier this year, Apollo announced that the combined company will have a diverse, 18-member board which will be two-thirds independent.
Mr. Simon is one of the world’s top-performing CEOs with decades of experience in financing, deal-making and real estate. Mr. Simon helped take Simon Property Group public in 1993 and has served as Chief Executive Officer since 1995 and Chairman of the company’s Board of Directors since 2007. He is a member and former chairman of the National Association of Real Estate Investment Trusts. Mr. Simon will join the board effective June 15, 2021.
In addition to Mr. Simon, four directors from Athene will be added to the Board of Directors of the combined company upon consummation of the Athene-Apollo merger, including Athene Chairman and CEO Jim Belardi, as indicated when the merger was announced on March 8, 2021. Athene directors Mitra Hormozi, Marc Beilinson and Lynn Swann will also join the board of the combined company upon closing of the merger, which is expected in January 2022. Physician and scientist Siddhartha Mukherjee, whose counsel has added great value over the past few months, has informed Apollo that he will not stand for reelection after his term is complete. He will continue to provide advice to the company on technology matters after the completion of his term.
Ms. Hormozi was Executive Vice President and General Counsel of Revlon until 2019 and has served on Athene’s Board since 2018. Mr. Beilinson serves as Managing Director of Beilinson Advisory Group and has held a variety of executive leadership positions in his career. He is the lead independent director of Athene’s Board of Directors, of which he has been a member since 2013. Mr. Swann, who joined Athene’s board in 2020, is the president of Swann, Inc. and a Hall of Fame athlete who was the Athletic Director of the University of Southern California until 2019 and former wide receiver for the Pittsburgh Steelers.
“On behalf of the Board and the firm, I am delighted that David, Jim, Mitra, Marc and Lynn will be joining the Board. They each bring important experience and industry insight that will help guide the combined company’s continued growth for years to come,” said Apollo CEO Marc Rowan. “Apollo continues to strengthen our industry-leading corporate governance and focus on closing our merger with Athene, which will enhance our ability to serve our clients, including retirees. Each of these appointments underscores our commitment to transparency and oversight as we drive returns for our clients. We are proud to have professionals of their caliber joining our Board.”
Jay Clayton, non-executive chair of the Board, added, “I look forward to working closely with David and the team from Athene as we drive our strategy and continued corporate governance enhancements. Their impressive backgrounds and industry insights will lend invaluable perspective as we execute on
our strategy for the future, continuing to differentiate Apollo in the marketplace and deliver for our clients and shareholders.”
These changes to the Board of Directors are the latest in a series of corporate governance enhancements underway at Apollo which include empowering the full board of directors to retain authority to govern the business by amending its current charter to eliminate the special governance rights provided to the Executive Committee. The conflicts committee of the board has also approved changes that will result in a simpler, more transparent corporate structure, with a single class of common stock, and “one share/one vote” to ensure that the voting rights of shareholders align with their economic interests. The conversion is expected to be completed in January 2022, at the time the Athene merger is expected to close.
The enhancements build on Apollo’s progress to-date to expand its shareholder base, including converting from a publicly traded partnership to a corporation in September of 2019 and securing inclusion on the Russell 1000 index in June of 2020. Completion of these additional changes is expected to make Apollo eligible for inclusion on the S&P 500. The completion of the corporate governance changes and related transactions are subject to regulatory and shareholder approvals.
About Apollo
Apollo is a high-growth, global alternative asset manager. We seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three business strategies: yield, hybrid and opportunistic. Through our investment activity across our fully integrated platform, we serve the retirement income and financial return needs of our clients, and we offer innovative capital solutions to businesses. Our patient, creative, knowledgeable approach to investing aligns our clients, businesses we invest in, our employees and the communities we impact, to expand opportunity and achieve positive outcomes. As of March 31, 2021, Apollo had approximately $461 billion of assets under management. To learn more, please visit www.apollo.com.
Forward-Looking Statements
This press release may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, discussions related to Apollo’s expectations regarding the performance of its business, its liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this press release, the words “believe,” “anticipate,” “estimate,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including those described under the section entitled “Risk Factors” in Apollo’s annual report on Form 10-K filed with the SEC on February 19, 2021 and quarterly report on Form 10-Q filed with the SEC on May 10, 2021, as such factors may be updated from time to time in Apollo’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other
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filings. Apollo undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. This press release does not constitute an offer of any Apollo fund.
Apollo Contact Information:
For investors please contact:
Peter Mintzberg
Head of Investor Relations
Apollo Global Management, Inc.
+1 212 822 0528
APOInvestorRelations@apollo.com
For media inquiries please contact:
Joanna Rose
Global Head of Corporate Communications
Apollo Global Management, Inc.
+1 212 822 0491
Communications@apollo.com
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