Item 1.01 Entry into Material Definitive Agreement.
Exchange Implementation Agreement
On December 31, 2021, in connection with the restructuring that occurred prior
to the closing of the AAM Merger (as defined in Item 2.01), Apollo Global
Management, Inc. (f/k/a Tango Holdings, Inc.) ("AGM") and certain other persons
entered into an Exchange Implementation Agreement (the "Exchange Implementation
Agreement") with certain holders of Apollo Operating Group (as defined in the
amended and restated certificate of incorporation of AGM) units ("AOG Units").
Pursuant to the Exchange Implementation Agreement, such holders of AOG Units
exchanged a portion of such AOG Units for AGM Shares (as defined in Item 2.01)
concurrently with the consummation of the Mergers (as defined in Item 2.01).
Additionally, under the Exchange Implementation Agreement, on December 31, 2021,
the remainder of the AOG Units held by such holders were sold and transferred to
APO Corp., a wholly-owned consolidated subsidiary of Apollo Asset Management,
Inc. (f/k/a Apollo Global Management, Inc.) ("AAM"), in exchange for an amount
equal to $3.66 multiplied by the total number of AOG Units held by such holders
as of immediately prior to the restructuring. Such amount is payable over a
period of three years in equal quarterly installments.
In connection with the entry into the Exchange Implementation Agreement, the
Seventh Amended and Restated Exchange Agreement, dated as of July 29, 2020, by
and among AAM, the Apollo Principal Entities and the Apollo Principal Holders,
as subsequently amended, supplemented or waived, was terminated in its entirety
in accordance with its terms by the parties thereto.
The foregoing description of the Exchange Implementation Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Exchange Implementation Agreement, which will be filed with the next periodic
report of AAM.
Roll-Up Agreements
In connection with the closing of the Mergers, the Roll-Up Agreements, dated as
of July 13, 2007, among the various contributing partners and any other parties
thereto (whether originally or by joinder) and BRH Holdings, L.P., AP
Professional Holdings, L.P., APO Asset Co., LLC, APO Corp., and AAM, each as
amended, supplemented or restated, including any amendments dated July 29, 2020,
were amended to remove all covenants and agreements contained therein other than
provisions relating to certain previously consummated roll-up transactions and
the litigation cooperation covenant and to add certain matters relating to AAM's
tax receivable agreement (as so amended, the "Amended Roll-Up Agreements").
Item 1.02 Termination of a Material Definitive Agreement.
On January 1, 2022, in connection with the closing of the Mergers, AGM entered
into a Stockholders Agreement with Leon D. Black, Marc J. Rowan, Joshua J.
Harris (collectively, the "Principals") and certain affiliates of the Principals
(the "Stockholders Agreement"). In connection with the entry into the
Stockholders Agreement, the Amended and Restated Shareholders Agreement, dated
as of September 5, 2019, by and among AAM, the Principals, certain affiliates of
the Principals and certain other persons party thereto, was terminated in its
entirety in accordance with its terms by the parties thereto.
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The information set forth in Item 1.01 is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 1, 2022 (the "Merger Effective Date"), AAM and Athene Holding Ltd., a
Bermuda exempted company ("AHL"), completed the previously announced merger
transactions pursuant to the Agreement and Plan of Merger, dated as of March 8,
2021 (the "Merger Agreement"), by and among AAM, AHL, AGM, Blue Merger Sub,
Ltd., a Bermuda exempted company and a direct wholly-owned subsidiary of AGM
("AHL Merger Sub"), and Green Merger Sub, Inc., a Delaware corporation and a
direct wholly-owned subsidiary of AGM ("AAM Merger Sub"). Effective as of 1:00
a.m. Eastern Time on the Merger Effective Date (the "AAM Merger Effective
Time"), AAM Merger Sub merged with and into AAM (the "AAM Merger"), with AAM
continuing as a direct subsidiary of AGM. Effective as of 1:01 a.m. Eastern Time
on the Merger Effective Date (the "AHL Merger Effective Time"), AHL Merger Sub
merged with and into AHL (the "AHL Merger" and, together with the AAM Merger,
the "Mergers"), with AHL continuing as a direct subsidiary of AGM. As a result
of the Mergers, AAM and AHL became direct subsidiaries of AGM.
At the AHL Merger Effective Time, each issued and outstanding Class A common
share, par value 0.001 per share, of AHL (each, an "AHL Common Share") (other
than AHL Common Shares held (a) by AHL as treasury shares or (b) by AHL Merger
Sub, the Apollo Operating Group or the respective direct or indirect
wholly-owned subsidiaries of AHL or the Apollo Operating Group), was converted
automatically into the right to receive 1.149 duly authorized, validly issued,
fully paid and nonassessable AGM Shares and any cash paid in lieu of fractional
AGM Shares. No fractional AGM Shares were issued in connection with the AHL
Merger, and AHL's shareholders received cash in lieu of any fractional AGM
Shares. At the AAM Merger Effective Time, each issued and outstanding share of
Class A common stock, par value $0.00001, of AAM (each, an "AAM Class A Share")
(other than AAM Class A Shares held (a) by AAM as treasury shares or (b) by AAM
Merger Sub or any direct or indirect wholly-owned subsidiary of AAM) was
converted automatically into the right to receive one AGM Share.
Concurrently with the closing of the Mergers, each outstanding AOG Unit, other
than those held indirectly by AAM and those held indirectly by AHL, were
exchanged into one AGM Share. Following the closing of the Mergers, it is
expected that the AOG Units held by subsidiaries of AHL will be distributed to
AGM. Additionally, prior to the closing of the Mergers, each of the sole
outstanding share of Class B common stock of AAM and the sole outstanding share
of Class C common stock of AAM was exchanged for 10 AAM Class A Shares, which
were subsequently exchanged into 10 AGM Shares in the AAM Merger.
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under the heading "Exchange Implementation Agreement"
in Item 1.01 is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in Item 2.01 is incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01 and Item 5.03 is incorporated by
reference herein.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board of Directors
At the AAM Merger Effective Time and pursuant to the Merger Agreement:
• each of Marc Rowan, Joshua Harris, Walter Joseph (Jay) Clayton III,
Richard Emerson, Kerry Murphy Healey, Pamela Joyner, and David Simon,
each of whom were previously members of AAM's board of directors (the
"AAM Board"), ceased to be directors of AAM; and
• each of Scott Kleinman, James Zelter, Pauline Richards, A.B. Krongard and
Michael Ducey remained as directors of AAM.
Scott Kleinman and James Zelter were appointed as Co-Chairs of the AAM Board
effective as of the AAM Merger Effective Time.
Pauline Richards (Chair), A.B. Krongard and Michael Ducey were appointed to the
audit committee of the AAM Board effective as of the AAM Merger Effective Time.
In addition to the employment agreements for Scott Kleinman and James Zelter
that are described in the Current Report on Form 8-K filed by AAM with the SEC
on December 2, 2021 (the "December 8-K"), any transactions to which AAM is a
party in which any of AAM's directors have a material interest subject to
disclosure under Item 404(a) of Regulation S-K, are set forth in the Definitive
Proxy Statement of AAM, filed on Schedule 14A with the Securities and Exchange
Commission on August 16, 2021.
Director Compensation
For their services as members of the audit committee of the AAM Board, each of
Pauline Richards, A.B. Krongard and Michael Ducey (the "AAM Independent
Directors") will receive an annual committee fee of $25,000. For her service as
chair of the audit committee, Pauline Richards will receive an additional annual
committee chair fee of $25,000. The AAM Independent Directors do not receive any
additional director fees for their service on the AAM Board. The AAM Independent
Directors will be reimbursed for reasonable expenses incurred in attending board
meetings.
AAM will not pay additional remuneration to directors who are not independent
for their service on the AAM Board.
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Executive Officers
In connection with the Mergers (as defined in Item 2.01), in addition to certain
other executive officer changes, Marc Rowan stepped down as Chief Executive
Officer of AAM and was appointed Chief Executive Officer of AGM, Martin Kelly
stepped down as Co-Chief Operating Officer of AAM but remains Chief Financial
Officer of AAM and was appointed Chief Financial Officer of AGM, and Anthony
Civale's position changed from Co-Chief Operating Officer to Chief Operating
Officer of AAM.
Employment Agreements
On November 30, 2021, a committee of the AAM Board consisting of the board's
independent directors approved new employment agreements for AAM's
Co-Presidents, Scott Kleinman and James Zelter, which were described in the
December 8-K.
Compensatory Plans
At the closing of the Mergers, AGM assumed the Apollo Global Management, Inc.
2019 Omnibus Equity Incentive Plans, as may be amended from time to time (the
"AGM Share Plans"), and also assumed the share reserve available for future
issuances under the AGM Share Plans, and amended the AGM Share Plans to reflect
the Mergers, including to replace references to AAM Class A Shares with
references to AGM Shares.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the completion of the AAM Merger and pursuant to the Merger
Agreement, on January 1, 2022, as of the AAM Merger Effective Time, AAM amended
and restated its certificate of incorporation and its bylaws to reflect the
changes contemplated by the Merger Agreement and described in the joint proxy
statement/prospectus. Copies of AAM's amended and restated certificate of
incorporation and its bylaws are filed as Exhibits 3.1 and 3.2, respectively, to
this Current Report on Form 8-K and are incorporated by reference herein.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
In connection with the completion of the Mergers, on January 1, 2022, the AAM
Board adopted a new Code of Business Conduct and Ethics applicable to all
employees, officers, and directors of AAM. The foregoing description of the Code
of Business Conduct and Ethics is qualified in its entirety by the full text of
the Code of Business Conduct and Ethics, which is available in the governance
section of Apollo.com/stockholders.
Item 9.01 Financial Statements and Exhibits.
a) Financial Statements of Business Acquired
The information required by this item was previously reported in the joint proxy
statement/prospectus and, accordingly, pursuant to General Instruction B.3 of
Form 8-K is not required to be reported herein.
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b) Pro Forma Financial Information
The information required by this item was previously reported in the joint proxy
statement/prospectus and the Current Report on Form 8-K filed by AAM on
December 2, 2021 and, accordingly, pursuant to General Instruction B.3 of Form
8-K is not required to be reported herein.
d) Exhibits
Exhibit No. Description
2.1* Agreement and Plan of Merger, dated as of March 8, 2021, by and
among Apollo Global Management, Inc., Athene Holding Ltd., Tango
Holdings, Inc., Blue Merger Sub, Ltd., and Green Merger Sub, Inc.
incorporated by reference to Exhibit 2.1 to Apollo Asset
Management, Inc.'s Form 8-K filed on March 8, 2021
3.1 Second Amended and Restated Certificate of Incorporation of
Apollo Asset Management, Inc.
3.2 Second Amended and Restated Bylaws of Apollo Asset Management,
Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar
attachments have been omitted. The registrant hereby agrees to furnish a copy
of any omitted schedule or similar attachment to the SEC upon request
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