AP Alternative Assets, L.P. Informs Investors of Pricing of the Athene Follow-on Offering
March 28 2017 - 9:41PM
Business Wire
Regulatory News:
In connection with AP Alternative Assets, L.P.’s (“AAA”;
Euronext Amsterdam: AAA) equity investment in Athene Holding Ltd.
(“Athene”), AAA, the largest shareholder of Athene, has been
informed by Athene of the pricing of Athene’s Class A common shares
(the “Athene Shares”) in Athene’s underwritten follow-on secondary
offering (the “Follow-on Offering”).
On March 28, 2017, Athene announced the pricing of its Follow-on
Offering of 27,500,000 Athene Shares at a price to the public of
$48.50 per share (the “Follow-on Offering Price”). The underwriters
have a 30 day option from the date of pricing to purchase up to an
additional 4,125,000 Athene Shares from certain of the selling
shareholders at the Follow-on Offering Price, less the underwriting
discount.
The closing of the Follow-on Offering is expected to occur on or
about April 3, 2017, subject to satisfaction of customary closing
conditions. The process of the settlement of the Athene Shares
distributed by AAA to AAA unitholders who have not otherwise sold
their Athene Shares in the Follow-on Offering is expected to begin
on March 29, 2017. This settlement process is expected to be
effectuated through normal-course settlement procedures via DTC
through Euroclear’s and Clearstream’s respective US custodians/DTC
participants, without the need for additional documentation by
Euroclear and Clearstream participants.
Upon the pricing of the Follow-on Offering, the contingency to
the conditional distribution of Athene Shares by AAA to its
unitholders that was previously announced on March 16, 2017 was
satisfied and the distribution of Athene Shares to AAA unitholders
will occur in connection with the pricing of the Follow-on Offering
based on a ratio of 0.162346043 Athene Shares per AAA unit, rounded
down to the nearest whole Athene Share to be received by AAA
unitholders. In total, 12,391,703 Athene Shares are being
distributed to AAA unitholders (the “AAA Distribution”).
In addition to the AAA Distribution, AAA Associates, L.P. (“AAA
Associates”) will be entitled to receive Athene Shares in respect
of its carried interest and general partnership interest in AAA
Investments, L.P. (“AAA Investments”) in connection with the
distribution by AAA Investments to AAA of Athene Shares for the
purpose of effectuating the AAA Distribution (the “AAA Investments
Distribution”). AAA Associates is the general partner of AAA
Investments, a subsidiary of AAA that indirectly holds Athene
Shares on behalf of AAA. 962,484 of the Athene Shares beneficially
owned by AAA are being sold by AAA Associates in the Follow-on
Offering to pay its carried interest in connection with the AAA
Investments Distribution and 7,022 of the Athene Shares
beneficially owned by AAA are being distributed to AAA Associates
in respect of its general partnership interest in AAA Investments
in connection with the AAA Investments Distribution. Any carried
interest payable to AAA Associates is not subject to an obligation
to reinvest in AAA units.
On March 29, 2017, trading in AAA units on Euronext Amsterdam
will commence at a price excluding the 12,391,703 Athene Shares
distributed to AAA unitholders by AAA in connection with the
Follow-on Offering per AAA unit, multiplied by the closing price of
Athene Shares on the New York Stock Exchange on March 28, 2017.
Apollo Global Management, LLC (“AGM”, NYSE: APO) and its
affiliates (collectively, “Apollo”) and their respective directors,
officers and employees (“Apollo Personnel”) will be restricted from
selling or transferring any Athene Shares received by them in their
capacity as AAA unitholders in connection with the AAA distribution
with respect to the Follow-on Offering until (i) in the case of
Apollo, two years following the effective date of Athene’s initial
public offering of Athene Shares (the “IPO”) (except for (x) any
investment funds or accounts for which AGM or its subsidiaries acts
as the general partner and/or manager, but a majority of the
capital is provided by non-affiliates of AGM or (y) any transfer by
AGM or its affiliates to an affiliate of AGM) and (ii) in the case
of Apollo Personnel, the earlier of (x) 450 days following the
effective date of the IPO and (y) the latest expiration date of the
lock-up provisions that prevent the transfer of Athene Shares (but
not AAA units) received by AAA unitholders pursuant to the
distribution by AAA to its unitholders in connection with the IPO
without the consent of Athene as further described in that press
release issued by AAA on November 8, 2016 in connection with the
IPO, as such expiration date may be amended, modified or waived
from time to time by Athene pursuant to and in accordance with the
terms and conditions thereof. These restrictions will not apply
with respect to any Athene Shares being sold or transferred by
Apollo or any investment funds or accounts for which Apollo acts as
the general partner and/or manager in connection with the payment
of carried interest, incentive allocations, expenses and/or
management fees to Apollo or one or more of such investment funds
or accounts.
Athene Shares held by AAA that are not being distributed in
connection with the Follow-on Offering and Athene Shares held by
AAA unitholders that were received by AAA unitholders pursuant to
the distribution by AAA to its unitholders in connection with the
IPO and that are not being sold in the Follow-on Offering remain
subject to lock-up provisions that prevent the transfer of such
Athene Shares (but not AAA units) without the consent of Athene as
further described in that press release issued by AAA on November
8, 2016 in connection with the IPO. These lock-up provisions do not
apply to outstanding AAA units.
For the full text of Athene’s press release regarding pricing of
the Athene Shares, and for additional information regarding Athene,
please visit www.athene.com.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About AP Alternative Assets, L.P.
AP Alternative Assets, L.P. was established by AGM and its
subsidiaries (“APO”) and is a closed-end limited partnership
established under the laws of Guernsey. APO is a leading global
alternative investment manager with 26 years of experience
investing across the capital structure of leveraged companies. AAA
is managed by Apollo Alternative Assets, L.P. For more information
about AAA, please visit www.apolloalternativeassets.com.
This announcement does not constitute or form part of an offer
to sell or solicitation of an offer to purchase or subscribe for
securities in the United States or in any other jurisdiction.
This press release contains forward-looking statements.
Forward-looking statements involve risks and uncertainties because
they relate to future events and circumstances. Such statements are
based on currently available operating, financial and competitive
information and are subject to various risks and uncertainties that
could cause actual results and developments to differ materially
from the historical experience and expressed or implied
expectations of AAA. Factors that could cause actual results to
differ from those expressed or implied by the forward-looking
statements contained in this press release are set forth in AAA’s
Financial Report for the year ended December 31, 2016 and its
subsequent Financial Reports, each of which is available at
www.apolloalternativeassets.com. Undue reliance should not be
placed on such forward-looking statements. Forward-looking
statements speak only as of the date on which they are made and AAA
does not undertake to update its forward-looking statements unless
required by law.
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AP Alternative Assets, L.P.Gary Stein (New York), +1
212-822 0467