Item 8.01 Other Items.
Pro Forma Financial Statements
Athene Holding Ltd. ("Athene") is supplementally providing, as Exhibit 99.1
hereto, unaudited pro forma condensed combined financial data of Tango Holdings,
Inc. ("HoldCo"), consisting of (a) the unaudited pro forma condensed combined
statements of operations for the nine months ended September 30, 2021 and the
year ended December 31, 2020, (b) the unaudited pro forma condensed combined
statement of financial condition as of September 30, 2021, and (c) the summary
unaudited combined non-GAAP adjusted operating earnings and related
reconciliations to GAAP measures for the nine months ended September 30, 2021
and the year ended December 31, 2020 (collectively, the "Supplemental Pro Forma
Financial Statements"). The Supplemental Pro Forma Financial Statements combine
the historical consolidated statement of operations of Apollo Global Management,
Inc. ("Apollo") and consolidated statement of income of Athene, after giving
effect to the mergers and the Apollo corporate governance updates disclosed in
the joint proxy statement/prospectus of HoldCo, Apollo and Athene, dated as of
November 5, 2021, as well as the applicable items described under Item 5.02 to
Apollo's Current Report on Form 8-K filed on December 2, 2021.
Merger Agreement
On March 8, 2021, Athene entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Apollo, HoldCo, Blue Merger Sub, Ltd. and Green Merger
Sub, Inc. On November 30, 2021, in accordance with Section 5.01(b)(i) of the
Merger Agreement, Athene consented to (i) Apollo authorizing and effecting the
issuance of RSUs to Apollo's Co-Presidents as described under Item 5.02 to
Apollo's Current Report on Form 8-K filed on December 2, 2021 and (ii) Apollo
agreeing to the issuance by Holdco, following the consummation of the merger of
Apollo and Athene, of common shares of Holdco in connection with a potential
acquisition.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Unaudited Pro Forma Condensed Combined Financial Data of Tango
Holdings, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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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, Apollo and Athene. The proposed transaction will
be submitted to the stockholders of Apollo and the shareholders of Athene for
their respective consideration. In connection therewith, the parties have filed,
and will continue to file, relevant materials with the SEC, including a
definitive joint proxy statement/prospectus, which was mailed to the
stockholders of Apollo and the shareholders of Athene on November 5, 2021.
BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, AS APPLICABLE, INVESTORS
AND SECURITY HOLDERS OF APOLLO AND ATHENE 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 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
Apollo and Athene, 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 Apollo will be available free of
charge under the "Stockholders" section of Apollo's website located at
http://www.apollo.com or by contacting Apollo's Investor Relations Department at
(212) 822-0528 or APOInvestorRelations@apollo.com.
Copies of the documents filed with the SEC by Athene will be available free of
charge under the "Investors" section of Athene's website located at
http://www.athene.com or by contacting Athene's Investor Relations Department at
(441) 279-8531 or ir@athene.com.
Participants in the Solicitation
Apollo, Athene, 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 Apollo and HoldCo is
set forth in Apollo'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 Athene is set forth in
Athene'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 Apollo and the shareholders of Athene, and a description of
their direct and indirect interests, by security holdings or otherwise, is
contained in the 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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