Apollo Global Management, Inc. (NYSE:APO) entered into a definitive agreement to acquire remaining 65% stake in Athene Holding Ltd. (NYSE:ATH) for $7.2 billion on March 8, 2021. Athene will be merged into Apollo in all stock transaction. Apollo, together with certain of its related parties and employees, currently owns approximately 35% of the outstanding Athene Class A common shares. Under the terms of the transaction, each outstanding Class A common share of Athene will be exchanged for a fixed ratio of 1.149 shares of Apollo common stock. Upon closing of the merger, current Apollo shareholders will own approximately 76% of the combined company on a fully diluted basis, and Athene shareholders will own approximately 24%. In case of termination by Apollo Global Management, Apollo Global Management will be obligated to pay Athene Holding a termination fee of $81.9 million. The combined company will be led by incoming Apollo Chief Executive Officer Marc Rowan. Apollo's business will continue to be led by Co-Presidents Scott Kleinman and James Zelter. Athene will continue to be led by Chief Executive Officer Jim Belardi with his current management team and full workforce. The Board of Directors of the combined company will be a diverse, 18-member Board that is two-thirds independent. Four directors of Athene are expected to join the combined company Board including Jim Belardi. Chairman Leon Black, Co-Founder Josh Harris and Lead Independent Director Jay Clayton will continue to serve in their respective roles. Upon closing, four directors of Athene who shall serve on the Board of Directors, will be Jim Belardi, Marc A. Beilinson, Mitra Hormozi and Lynn Swann.

The transaction requires the approval of shareholders of both Apollo and Athene, and is subject to, among other things, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, other antitrust and regulatory approvals, and other customary closing conditions. A special committee of certain disinterested members of the Athene Board of Directors and the conflicts committee of the Apollo Board of Directors, in consultation with their respective independent financial and legal advisors, unanimously approved the merger and determined it to be fair from a financial point of view and in the best interests of their respective shareholders. The Athene and Apollo boards also approved the merger. 

The transaction is expected to close in January of 2022. Transaction is substantially accretive. John M. Scott, Ross A. Fieldston and Brian P. Finnegan of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Todd E. Freed, Jon A. Hlafter, Christopher J. Ulery, Patrick J. Lewis, Jessica A. Hough, Richard J. Grossman, Michael K. Hoffman and Heather Cruz of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Apollo. The conflicts committee of the Apollo Board of Directors is represented by Eric Swedenburg, Joe Kaufman, Matt Hart, Marcy Geller and Tyler Robbins of Simpson Thacher & Bartlett LLP. Barclays acted as financial advisor and fairness opinion provider to the conflicts committee of the Apollo board in connection with the merger. Apollo will pay Barclays a fee of $6 million for its opinion. Perella Weinberg Partners LP served as financial advisor to the conflicts committee of the Apollo board in connection with Apollo's corporate governance updates. Perry Shwachman, Jeremy Watson, John Butler, Sam Gandhi, Tracy Williams, Peter Edgerton, Oliver Currall, Byron Patton, Andrew Holland, Chris Burusco, James Phythian-Adams, Kolja Stehl, Corey Perry, Rob Ryan, and Taylor Wood of Sidley Austin LLP acted as legal adviser for Athene and the special committee and disinterested members of Athene's Board of Directors are represented by Latham & Watkins LLP. Walkers Global represented Athene's special committee on matters of Bermuda law. Joseph R. Cassanelli of Lazard Frères & Co. and Houlihan Lokey acted as financial advisors to the special committee of Athene's board and each provided fairness opinions. Athene will pay Lazard an aggregate fee of $25 million, $10 million of which was payable upon rendering of Lazard's opinion. Athene will pay Houlihan Lokey a fee of $12 million for its services, of which $6 million became payable upon the delivery of Houlihan Lokey's opinion. Michael J. Aiello and Amanda Fenster of Weil, Gotshal & Manges LLP acted as legal advisor to Lazard Frères & Co. LLC. David Schwartzbaum and Todd Mortensen of Covington & Burling LLP acted as legal advisors to Athene Holding. Sullivan & Cromwell LLP represents Barclays as financial adviser to the conflicts committee of Apolo's (U.S.) board in connection with Apollo's definitive agreement with Athene. American Stock Transfer & Trust Company, LLC is acting as transfer agent of Apollo. Computershare Trust Company, National Association is acting as transfer agent of Athene Holding. Deloitte & Touche LLP provided auditor's report on financials of Apollo.