Merger with Athene (Tables)


(In millions, except share price data and exchange ratio)
AHL common shares purchased	138
Exchange ratio	1.149
Shares of common stock issued in exchange	158
AGM Class A shares closing price	$	72.43
Total merger consideration at closing	$	11,455
Fair value of estimated RSUs, options and warrants assumed and other equity consideration1,2	699
Effective settlement of pre-existing relationships3	896
Total merger consideration	13,050
Fair value of AHL common shares previously held (55 million shares) and other adjustments4,5	4,554
Total AHL equity value held by AGM	17,604
Non-controlling interest6	4,942
Total AHL equity value	$	22,546

1 AGM issued one-time grants of fully vested RSUs and options to certain executives and stockholders of Athene vesting upon consummation of the Mergers. Additionally, all issued and outstanding warrants of Athene prior to the Merger Date were exchanged for shares of AGM common stock at the time of the Mergers. The fair value of these awards is $600 million and is treated as part of consideration transferred.
2 AGM issued replacement awards for all outstanding Athene equity awards. $99 million was included as part of consideration for the portion that was attributable to pre-combination services and $53 million will be treated as post-combination compensation expense.
3 The pre-existing relationship related to receivables, payables, and dividends between Apollo and Athene. Total fees payable to AGM by Athene for asset management and advisory services were approximately $146 million. A cash dividend of $750 million was declared by Athene to its common stockholders with Apollo owning 100% of the common shares as of the dividend record date.
4 Based on the December 31, 2021 closing price of AHL common shares on the NYSE.
5 Other adjustments includes pushdown of goodwill arising out of deferred tax liabilities associated with identifiable net assets of Athene.
6 Non-controlling interest in Athene includes holders of Athene’s preferred shares and third-party investors in ACRA 1 and in consolidated VIEs of Athene. The fair value of Athene’s preferred shares was based on the closing stock price of Athene’s preferred shares immediately prior to the consummation of the Athene merger and the fair value of the non-controlling interest in ACRA 1 was determined using the discounted distribution model approach.

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Merger Date:


(In millions)	Fair Value and Goodwill Calculation
Merger consideration	$	13,050
Fair value of previously held equity interest	4,554
Total Athene Value to be Held by the Company	17,604

Total Value to Allocate
Investments	176,015
Cash and cash equivalents	9,479
Restricted cash and cash equivalents	796
Investment in related parties	33,863

Reinsurance recoverable	4,977
VOBA	3,372
Assets of consolidated variable interest entities	3,635
Other assets	6,115
Estimated fair value of total assets acquired (excluding goodwill)	238,252
Interest sensitive contract liabilities	160,241
Future policy benefits	41,482
Market risk benefits	4,813
Debt	3,295

Payables for collateral on derivatives and securities to repurchase	7,044
Liabilities of consolidated variable interest entities	461
Other liabilities	2,443
Estimated fair value of total liabilities assumed	219,779
Non-controlling interest	4,942
Estimated fair value of net assets acquired, excluding goodwill	13,531
Goodwill attributable to Athene	$	4,073

The fair value and weighted average estimated useful lives of VOBA and other identifiable intangible assets acquired in the Mergers consist of the following:


	Fair value (in millions)		Average useful life (in years)
VOBA Asset	$	3,372	7
Distribution Channels	1,870		18
Trade Name	160		20
State Insurance Licenses	26		Indefinite
Total	$	5,428


(In millions)	Year ended December 31, 2021
Total Revenues	$	30,525
Net income attributable to Apollo	4,244