M&A Announcement

Mar 8, 2021

Good morning. My name is Kevin, and I'll be your conference operator today. At this time, I'd like to welcome everyone to the joint conference call hosted by the senior management from Apollo Global Management and a fee holding. All participant lines have been placed in listen only mode to prevent any background noise. After the speakers' remarks, there will be a question and answer session. Thank you. I will now turn the call over to Peter Mintzberg, Head of Investor Relations for Apollo Global Management. Please go ahead. Good morning. On behalf of Noah Dunn and me, we would like to thank you all for joining us for this morning's call to discuss the merger between Apollo and Athene that was announced earlier this morning. We have members of senior management from both companies on the call. From Apollo, we have Mark Rowan, Co Founder and Martin Kelly, CFO and Co COO. From Athene, we have Jim Belarvi, Chairman and CEO and Marty Klein, CFO. The news release, presentation and 8 ks filings addressing the transaction are available on both companies' websites. As a reminder, this call may include forward looking statements and projections, which do not guarantee future events or performance. We do not revise or update such statements to reflect new information, subsequent events or changes in strategy. Please refer to each company's respective quarterly and annual reports and other SEC filings for a discussion of the factors that could cause actual results to differ materially from those expressed or implied. We may discuss certain non GAAP measures on this call, which we believe are relevant in assessing the financial performance of each company's business. Reconciliations of these non GAAP measures can be found in each company's respective quarterly earnings materials. Our press release and Investor Relations websites contain important information that is and will be available to investors relating to the proposed merger and the interests of our directors, officers and employees who may participate in the solicitation of proxies from shareholders. We'll begin the call with remarks from Jim Belardi, Mark Rowan and Martin Kelly before we open up the line for any other questions. With that, I'll now turn the call over to Jim. Thanks, Peter. Good morning and thanks to everyone for joining us this morning. We're very excited to jointly announce a strategic transaction that benefits shareholders of both companies and positions both franchises for accelerated growth. Before we expand upon the transaction rationale and explain some of the strategic benefits we see, I'd like to provide some context around the successful plan we've traveled to date, the path we've traveled to date. As many of you know, we have had a long standing strategic partnership with Apollo since Athene was formed in 2009 and our special relationship has grown to be broader, deeper and more aligned over time. We modeled Athene after my very successful alma mater company Sun America with one important caveat. We would not only model Athene's target demographics, business focus, liability origination activities and return discipline after SunAmerica, but we would also partner with a best in class asset manager to create value on both sides of the balance sheet. Over more than a decade, Apollo has delivered the alpha within Athene's investment portfolio and provided significant additional support along the way. The value Apollo provides goes way beyond that of any other traditional client asset manager relationships I've ever seen. As partners, we have accomplished many firsts together. We have executed innovative inorganic transactions. We've invested in new companies and new origination platforms together and we've supplied capital to an industry that's in the process of going through a significant long term restructuring. Today, Athene is the preeminent platform in the retirement services industry with market leadership across all our organic and inorganic business channels. Despite the pandemic unfolding over the past year, we generated record growth underwritten to near record returns during that time and our platform has tremendous momentum. Despite all our success and the numerous competitive advantages we possess, it is clear and rather unfortunate that Athene has received diminishing recognition from public equity markets. Over time as a public company, we have digested feedback from the investment community, including many of you and acted on initiatives we believed could help unlock Athene's value. Today, we are confident the path forward offered by this transaction is the natural, appropriate and logical next step. We are energized to fully align with Apollo to create 1 large scale enterprise, which is stronger, more creditworthy and more capable together than we would be separately. Athene has been and will remain a tremendous success story, one which has delivered compound annual growth in book value per share of 16% since inception in 2009, nearly 3 times the rate of companies grouped in the same sector. 2 of the primary drivers of our outperformance are assets and capital. With Apollo's differentiated capabilities at our service, we consistently outperform in managing the asset side of our balance sheet. This helps us generate more spread than others, resulting in more profitability for shareholders. Excess capital is another crucial ingredient to our continued success. Being opportunistic with shareholder capital has resulted in sustained deployment at high returns. These drivers will remain intact post merger and as such, we will continue delivering profitable compounding growth for many years to come. Importantly, we have never lost sight of the fact that we serve 100 of 1000 of individual retirees seeking greater financial security, as well as many institutions and their constituents in managing long term liabilities. Nothing about today's merger will alter our focus or mission in this regard. We provide an important service to the marketplace and we expect our role will only expand given the strategic benefits this transaction provides. Now I'd like to turn the call over to my long term, long time partner, Mark Rowan, to walk you through the transaction and our shared rationale. Thanks, Jim. Appreciate that. And I too echo that this has been an unbelievable partnership. And you use many of the words that I like to. We did a lot of things first. We were pioneering. We were innovative. And what we are doing by putting these two companies together through a merger is also pioneering and innovative. No one has done what we are doing. No one's model looks like our model. Yes, there are elements of Sun America. Yes, there are elements of Berkshire Hathaway. By the way, both companies that I would be more than happy to be grouped with, but we are doing something in our own way, with our own strategy and with our own rationale. Today, there's a lot of news. And I thought what I would do on Page 6 is really summarize what I think is important out of this and then walk through the industrial logic. The first transaction is the one that Jim spoke about. It's the merger of Apollo and Athene through all stock in a tax free transaction. The second one, which is just as consequential, is Apollo's plan to convert to full C Corp, 1 share, 1 vote, remove the private partnership remnants of governance and transition toward a transparent, diverse, best in class governance, making us eligible for broader index inclusion. This transaction is strategic. It is accretive unlike any other transaction I have seen and gives us a lot of benefits at very, very low execution risk given how much and how well how much time we've spent together and how well we know each other. As I move on to Page 7, I'll put myself in the stockholder mode for a second and really reflect not Jim did it for Athene, but I'll give it to you from the Apollo point of view. Currently, we have a $2,500,000,000 asset on our balance sheet that generates no earnings, and that's our stake in Athene. This is a result of accounting history and an accounting nuance. And so we are buying the other approximately 70% of Athene that we don't own through merger, yet we get 100% of the benefit of consolidation. Martin Kelly will outline that for you and we'll show you how accretive this is. A number of you in the past have focused on what you have seen as a point of instability, how dependent Apollo is on Athene and how dependent Athene is on Apollo. Rather than dependency, I have viewed that historically as a source of strength. Athene, as you know, is roughly 40% of Apollo's AUM and generates 30% of our FRE revenue. Whatever concern people might have had about contract instability is now fully aligned. I have heard about our complexity of structure and our complexity of governance. We are moving to a simple structure with best in class governance. Athene has had many of the same issues. 100% of Athene's assets are managed by Apollo. That has been very beneficial, but it's also highly unusual. That is now becoming fully aligned. There has been concern on the Athene side about mixed agendas, about Apollo's benefit of growth versus Athene's desire for profitability. While that has been to everyone's benefit thus far, that concern has remained. That is now fully aligned. And Athene has been sub-ten billion dollars market cap and has not paid a dividend, and they are now part of a larger liquid dividend paying entity. Let me switch from the deal and talk about the why. If I were to try to summarize this in one point, this is about excess return, something that is very difficult to find in today's marketplace and harnessing Apollo's ability to generate this excess return at every point across the risk reward spectrum. This is about excess return in yield, in hybrid or in between opportunities and in our opportunistic businesses like private equity and the like. And we do this for the benefit, not just our insurance clients, but our asset management clients. On Page 9, I'll pick up on a theme that Jim has already touched on. Both Apollo and Athene are growth companies. On Apollo, you've seen that in our AUM, You've seen it on our fee related earnings and you've seen just as strong growth from Athene. And if you look down at their operating earnings, you see just as strong growth in operating earnings. For those who are in our analyst community who historically have followed asset managers, if we were to strip away some of the noise of alternative mark to markets, you would see just a steady an increase in operating earnings for Athene as you have for Apollo. And this is something we will explicate over the next year as we prepare to become 1. If I move on to 10, we are fortunate not just to be growth businesses, but to have an industry and a demographic backdrop that is powering both our businesses and pulling us ahead. We benefit from aging a population. We benefit from people's need from income and low rates. We benefit from generational wealth transfer. And the more the debt and the equity markets become indexed, essentially sources of beta, the more we benefit from providing alpha. We both provide a product that is in high demand. In Athene's case, it's guaranteed income, which it provides to retirees directly. And in Apollo's case, it is income across the yield hybrid and opportunistic spectrum. And we provide that indirectly to retirees either by providing product to Athene or to our limited partners Sovereign Wealth Fund, Corporate Pension and other types of clients. We are fortunate again to be in growth businesses, but equally as fortunate to in businesses and in industry where demographics and trends are pulling us forward. 11 gives me an opportunity to really talk about my view and I know our organization's view of our industry. So much of our industry in the asset management side has focused on AUM. AUM is a convenient shorthand, but AUM can be deceiving. The limit on our growth and I say our, it's not just Apollo's growth, it's Athene's growth, is not the ability to source capital or liabilities. The limit on our growth is the ability to source excess return across the risk reward spectrum. This merger creates an unbelievable capital and alignment set to enable us to continue to scale the origination and rationalize the ownership of that which we have already built. The chart on Page 11 really outlines what we have put together over the past 5 years. These are all the so called origination engines that power our business. The origination of product, whether it's yield product, hybrid product or opportunistic product allows us to escape the indexation of public markets and the wall of money that is fighting for return because origination provides excess return at every point along the risk reward spectrum. We are, over the past 2 years, have done $100,000,000,000 of origination out of the platform, and we will continue to grow and scale this business as one of our key differentiators and key sources of excess return. Moving on to Page 12. Some in our industry, the asset management industry, have looked at what we have done with Athene and Athora and have decided to become investors in the insurance business. I assure you that this merger is not an investment in the insurance business nor is it an attempt to build a conglomerate. This is one integrated business. And if I describe how this business operates, from an investment point of view, excess return is what powers the entire system. You can see from an Apollo AUM point of view, our 4 $55,000,000,000 most of it is in yield, 2nd largest business is opportunistic and third is hybrid. Every asset that makes sense for an institutional platform like ours should have a home. It is not capital, it is not liabilities, it is not anything else other than the availability of good investments that limit our growth. Anything that comes through our system has 5 different homes. It can go on to an insurance company balance sheet. It can go to our LPs and strategic accounts. It can go to our public vehicles and increasingly can go through capital markets and syndication and retail. Just a note on retail and platforms, looking at Apollo and Athene together, last year circa $27,000,000,000 of organic business, and I expect that only to go up from here. Let me belabor the point here for a second because it is not as straightforward as simply 5 separate channels, but to give you a sense of just how the relationship with Athene powers the rest of the business. At Athene's inception more than a decade ago, dollars 2,500,000,000 of capital from our limited partners and strategic accounts is what launched Athene. Every limited partner or strategic account has made between 2 and 4 times their money and has fully exited, and that experience has led them to invest in Athora and Catalina and the other opportunities that we have provided off our platform. Athene's need for yield led to the creation and scaling of MidCap. MidCap is our small and medium enterprise loan origination platform. Yes, Athene got what it needed in terms of yield, but our LP and strategic account investors own 70% of MidCap and also have access to yield. Athene wanted an opportunity for a capital pool to facilitate on demand capital and acquisition that led to the creation of ADIP, which is 100% provided by our LP and strategic accounts. Athene was useful and interested in buying GE's infrastructure business, which founded the core of our infrastructure fund and infrastructure effort, which again now is important to our LP strategic accounts and the other platforms across. And I could go on and on with this. This is not an investment in insurance business. This is not an attempt to increase the AUM and this is not a conglomerate. This is a natural outgrowth of 2 very close partners who have been aligned through 35 percent ownership and now will become fully aligned. Let me move to 13 and this will tie a number of things together. It starts with our belief that what's scarce in this market are yieldy assets that offer good risk rewards. And therefore, what the merger will also allow us to do is to derive more assets and more value from the assets we originate. This is particularly true in the yield business and less so in the opportunistic business, but let me give you an example. In a traditional asset management business, dollars 100,000,000 of yield assets would probably command a 1% fee or $1,000,000 Taking it to the extreme where all of this were allocated to the insurance balance sheet, which it is not, As I've just said, it is shared with the other channels. That same $100,000,000 of Yieldy assets, Athene would pair with $300,000,000 of market available beta assets. Think of these as high grade corporates For a $400,000,000 pool, that would provide about $1,800,000 of revenue versus the $1,000,000 just from that same $100,000,000 of Yieldy assets. As important, and in fact more important, it also creates another interesting investment opportunity because what's short supply in the insurance industry is safe risk reward yield assets. So Athene gets to employ roughly 8% capital against that $400,000,000 or $32,000,000 and for the past decade has produced a 15% cash on cash return for another $4,800,000 So out of that same $100,000,000 of yield assets, which is what's in short supply, we're producing more than 6x the economics of a traditional asset manager. And if you step back and think about the 2 things that this really does for our One, we should grow AUM, not because we want to grow AUM, but as the reward for finding interesting yield assets. We are also better aligned. When you are a co investor, whether you're a limited partner or a public vehicle, a retail product or otherwise, you know that we are not simply an asset manager with a small skim. We are side by side with you and we own a third, half, 40%, whatever the case may be in the specific situation of the assets. And I think more and more you will hear the word alignment as we speak to our asset management clients. And I think it will become a competitive advantage to be so aligned. Away from the base business on Page 14, I want to remind you that both companies still have plenty of white space in their business. We will spend a lot of time over this year as you get to learn more and more of the story, but those who have followed Apollo understand the series of opportunities that we are pursuing and those who have followed Athene also understand what their opportunity set is. We will not run out of white space anytime soon. Moving on to 15, we're also going to get a lot of our day back. And I mean Jim Belardi and myself along with the rest of the senior people in the organization. This transaction simplifies our regulatory profile. It should be a credit positive across the board in addition to giving us a simpler corporate structure and greater float and share liquidity. On 16, many mergers are associated with risk of execution. And I want to repeat what Jim has already said. This transaction is about coordination, not consolidation. There is no plan to consolidate the businesses. There is no need to consolidate the businesses. The same people who are running the businesses, the same processes by which we run the business, the same focus in which we run the business will continue. And we all know each other very, very well. Finally, for me, I want to talk about the employees and our vision. On a combined basis, we both have a vision and that vision starts with protecting the livelihood of retirees. Jim said it best when he reminded us that they serve individual policyholders and our leadership team reminds our employee base every day that we are fiduciary managers for retirees. Said that way, it's very humbling. But this is what we do. Culture, we both are high performance cultures. We will continue to maintain our separate cultures. Apollo will do what it does very well. Athene will do what it does very well. And we will get the benefits from coordination, not from consolidation. There is little to be derived from cost cutting here and much to be derived by simply doing things smarter. We are both growth companies. We come at this with a growth mentality and that's what this transaction is about. With that, it's my pleasure to turn it over to Martin Kelly. Great. Thanks, Mark, and good morning, everyone. Let me move on and describe some of the financial impacts of the transaction. And I'll refer firstly to Page 18. This lays out the financial logic for the transaction in the context of our 2020 earnings separately and on a pro form a basis. And there's really 2 important components here. Firstly, we are purchasing the earnings stream of Athene at about a 7 times multiple on 2021 estimates. And secondly, we're including the earnings on our existing 27% stake that we don't include in our earnings today. And so today, as Mark referenced, we own shares in Apollo with a market value of approximately $2,500,000,000 We don't include any of our proportionate share of those earnings in our earnings because we don't equity account for our investment. In 2020 that ownership interest represented $0.68 per share of earnings and that would have been a 34% accretion to Apollo's 2020 numbers. The remaining 73% after including the transaction premium creates a further $0.71 of accretion on 2020 numbers. So combined across both companies and applied to 2020 earnings, we would have reported $3.41 per share, which is 68% accretive, including in that the issuance of shares at the exchange rate that we've announced this morning. So, and then in terms of prospectively, the combined earnings, we would expect to be neutral to positive. There's some puts and takes in that. There is some tax dilution, which I'll cover in a few moments. We would expect some favorable purchase accounting impacts. Net net, we'd expect it to be neutral to positive on combined after tax earnings. So on ratings on Page 19, we expect the merger to be viewed as credit positive. It's a stock for stock transaction with capital accumulation relative to today. Today, Apollo's senior debt ratings are A and A- from Fitch and S and P respectively. And Athene's financial strength ratings at the insurance subsidiaries are A from all three agencies, S and P, Fitch and AM Best. And so the benefits of a merger from a credit perspective, many of the same points. Firstly, simpler regulatory profile, increased alignment around the fee contract and potential conflicts. Secondly, an enhanced credit profile, significant capital accumulation and untapped debt capacity. Of earnings of 2 large steady income streams in Apollo's FRE and Athene's operating earnings. Thirdly, Greater Fluid, the market cap of around about $30,000,000,000 We'd expect greater liquidity and trading efficiency in our stock. And then the corporate structure, 1 share, 1 vote, majority independent board creates a simple structure and a very strong tax free under U. S. Tax code for both Apollo and the same common shareholders. The existing shareholders will exchange shares into new TopCo shares and the basis and the attributes will carry over from current to new co shares. The holding period will cover will also carry over. And then distributions from the new TopCo, we would generally expect to be treated as qualified dividends and tax as dividends for U. S. Taxpayers. In terms of the pro form a tax profile of the company, we would expect a mid to high teens effective tax rate across the company after the transaction closes. And I'm on Page 21 now. Today, Apollo has a mid to high teens tax rate on a fully diluted basis. That's after the conversion from a PTP to a C Corp, which we executed about 18 months ago. And as a reminder, post conversion from the PTP, all of the sources of our income are taxed similarly. And so earnings mix is not an impact on the tax rate as it used to be. As a reference point, our fully diluted cash tax rate in 2020 was 16%. Athene's tax rate is approximately 10% using 20.20 as a reference point. The rate was 12%. We do expect some tax dilution through a change in ethane tax domicile from Bermuda to the U. S. However, while we want to be more specific on today's call, we do expect the tax rate on new organic and inorganic business flows originated by Athene after the transaction to be generally lower than the corresponding rate for Athene's competitors. So combining all of these components, Apollo's FRE, Apollo's incentive earnings and Athene's operating earnings blended, we would expect mid to high teens tax rate after the transaction closes. And then lastly, on Page 22, just to recap, both businesses generate significant earnings. They're both growing. You saw the growth rates. You're familiar with them. We expect the combination of 2 undervalued businesses and unrecognized earnings close to 70% accretion applied to 2020 earnings. So the balance sheet will allow us to scale both asset and liability origination. It will allow us to broaden distribution channels and to accelerate strategic growth. We think that combining consistently growing earnings streams in PolyDE4 and Athene's operating earnings will create real value. We think that the governance changes create strong alignment between multiple sets of parties as Mark and Jim both referenced earlier. In terms of the dividend, we plan to set the dividend at a fixed rate of $1.60 per share, which will grow with earnings that will yield around 3% of today's stock price. The dividend remains a headwind for Athene today, so this alleviates that. And we believe that in addition to being available for S and P inclusion, this also makes us more ownable by yield funds, which need more steady dividend payments for ownership. A better flow, a $30,000,000,000 market cap, more liquid, more trading efficiency. And then from a ratings perspective, we believe that the benefits of the transaction will be viewed as a credit positive. So with that, I'll turn the call back to the operator for questions. Our first question comes from Alex Blostein with Goldman Sachs. Great. Good morning, everybody. Thanks for taking the questions. I guess I was hoping we could start with some of the strategic merits of the deal. Apollo has been clearly very instrumental to grow in Athene over the years and vice versa. The two businesses were already very aligned. So maybe you could spend a minute on how does this transaction accelerate growth of the combined business relative to what was already possible in the private structure? So this is Mark and I'll start with start and Jim Belardi you can weigh in if I've missed something along the way. I come back to what the limiter of growth is for both businesses. The limiter of growth, in my opinion, is the ability to source assets that provide excess return everywhere across the risk reward spectrum. We have, as you alluded to, made tremendous progress as partners with us owning 35% and Athene owning a chunk of Apollo in launching platforms, in launching products. But that does not mean it has been easy or there are not inefficiencies of structure. And so if you think about how we will come to market, first, we have an expanded capital base. 2nd, we have an aligned need to expand the origination across the risk reward spectrum. And on a go forward basis, rather than worrying about who owns the platform, this is about where the platform can be optimized. What is the most efficient way to own the platform? Should it be owned by Apollo and its LPs? Should it be owned inside the insurance company? There's a tremendous amount of plumbing that we've dealt with over the past decade to enable us to do this. And this removes all the friction points. And this is, in my opinion, one of the key benefits. The second really relates to coordination. There are certain businesses where we have not necessarily been able to lean in as much as we would have in separate businesses, things that might have been good for Apollo but okay for Athene or okay for Athene but not so good for Apollo or not its priority. We're on a combined basis. We should focus on that which moves the business forward to the greatest degree for the benefit of both. Jim, if you want to add anything? No. The only other thing I'd add is, it's about a year ago when we did the stock swap transaction with Apollo where they more or less doubled their economic ownership of Athene. One of the driving forces for that of that transaction for Athene was to eliminate the dual share class system we had and be a candidate for the S and P 500s. I think our candidacy has been weighed down by the stock market reaction to our operating performance, meaning we didn't have a big enough market cap. Athene, Apollo combined is a prime candidate for the S and P 500. I think it's going to be a financial juggernaut going forward and a big market cap and I would think ratings improvements are in the offing over time. And so that'll be another, I think, big impetus to better stock price performance as well if getting into the S and P 500. Thank you. Our next question comes from Glenn Schorr with Evercore. Hi, thanks very much. So I take very seriously the words that you used to talk about investment in an insurance, not an investment in insurance business, not building a conglomerate. And I definitely get the positives that you've outlined on the deal. What I want to try to talk through is, I think investors are used to companies increasing their mix in whatever they believe to be lower capital intensive businesses, higher growth businesses, businesses that command higher multiples. And there's some of this is the opposite of that. So the question that is going through my mind is how do we talk to the market about if Athene is able to find another decent sized deal, insurance is going to be half this company. So I believe in the positives, except it feels to some people that this is an alternative investment firm that owned an insurance arm that's now flipping, that it's going to be half and half insurance and private equity. So how do we break that mold of thinking? I'm happy to take that Glenn and thank you for the punchy headline early this morning. Just the proof that we actually read what you write. But let me start with the following. The business of insurance is a big term. Athene is in the spread business, meaning that they primarily fund themselves with fixed annuities or FABNs or other forms of credit that have an identifiable cost of funds. And their job is to invest in assets that provide a spread to that cost of funds. The key missing ingredient is about the ability to earn yield. Apollo's business as an asset manager is not limited by capital. Capital is plentiful. That's not every day in every strategy. But as a general rule, it is the ability to earn return. So I start with, we're both facing the same limiter on growth and we are both putting our shoulder against new products, new origination and expanding the front end of our business as the key. The second is what I alluded to in my presentation. We are going to make and derive as much value from each of the scarce assets as we possibly can. The third comes to the importance of Athene empowering the limited partner and other distribution side of our asset management business. Now let me turn to insurance and address capital specifically. Athene generates sufficient capital to fund itself on an ongoing basis. We've hit critical mass. We've hit escape velocity. Athene has not raised equity since it's gone public and yet it has tripled in size. What those who are not as familiar with the business don't may not know is that as a result of the track record and as a result of the discipline and as a result of what I showed through the chart, which is the ability to earn 15% cash on cash unlevered, which is not that available in today's world, we have been able to generate outside funds. We call them ADIP. But think of it as a sidecar to Athene's business. That sidecar is a limited partner fund that funds the insurance company's growth should it find an interesting transaction. That comes because we are aligned with our limited partners and because they know that we're not here just to grow AUM, we're here to actually produce excess return and create 15% cash on cash returns inside of the insurance company. When you put the entire system together, Glenn, this is about asset management. Sun America was about asset management as well. This transaction is an asset management transaction where Athene is the largest client and essentially enables us to eat our own cooking side by side with our limited partners, public vehicles, retail investors and capital markets investors. Let me stop there. Thank you. Our next question comes from Erik Bass with Autonomous Research. Hi, thank you. The first question, can you just talk about how you arrived at the 16.5% premium for Athene shareholders? So, I can I'll do my best. So as you might imagine, Apollo was represented on Athene's Board. Once a proposal was made, Apollo needed to recuse itself. And ultimately the independent Board of Athene negotiated the transaction, signed off by their lawyers and financial advisors and on the Apollo side, signed off by our independent board and financial advisors. Thank you. This is all the time we have for questions today. I'd like to turn the call back over to Peter Mintzberg for closing remarks. Thank you, operator. Thanks again for joining us today. If you have any additional questions, please feel free to follow-up with Noah or me. Have a good day. Ladies and gentlemen, this does conclude today's presentation. You may now disconnect and have a wonderful day.