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efta-efta01086729DOJ Data Set 9OtherAPOLLO
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APOLLO
Strictly Confidential
Athene Investment Opportunity
December 2013
Confidential — Not for distribution, in whole or in part, without the express written consent of Apollo Global Management, LLC. It should not be assumed that
investments made in the future will be profitable or will equal the performance of the investments in this document. PAST PERFORMANCE IS NOT INDICATIVE
NOR A GUARANTEE OF FUTURE RESULTS.
To the extent this presentation is distributed in the U.S., it is distributed by Apollo Global Securities, LLC, a broker-dealer registered with the U.S. Securities and
Exchange Commission and a member of FINRA.
EFTA01086729
Legal Disclaimer
Information contained herein may include information respecting prior performance of Athene Holding Ltd. and its subsidiaries (collectively "Athene"). Information respecting
prior performance, while a useful tool, is not necessarily indicative of actual results to be achieved in the fi ture, which is dependent upon many factors, many of which are
beyond the control of Athene. The information contained herein is not a guarantee of future performance by Athene or Apollo Global Management LLC or any of its affiliates
(collectively, "Apollo"), and actual outcomes and results may differ materially from any historic, pro forma or projected financial results indicated herein. Certain of the
financial information contained herein is unaudited or based on the application of non -GAAP financial measures. These non-GAAP financial measures should be considered in
addition to and not as a substitute for, or superior to, financial measures presented in accordance with GAAP. Furthermore, certain financial information is based on estimates
of management of Athene. These estimates, which are based on the reasonable expectations of management, are subject to change and there can be no assurance that they will
prove to be correct. The information contained herein does not purport to be all-inclusive or contain all information that an evaluator may require in order to properly evaluate
the business, prospects or value of Athene. Neither Athene nor Apollo has any obligation to update this presentation and the information may change at any time without notice.
Neither Athene nor Apollo makes any representation or warranty, expressed or implied, with respect to the fairness, correctness, accuracy, reasonableness, or completeness of
any of the information contained herein (including but not limited to information obtained from third parties related or unrelated to Athene), and Athene and Apollo expressly
disclaim any responsibility or liability arising therefrom. Athene may have made calculations reflected herein using information available to it as of or prior to the date of this
material. This document is not intended to be, nor should it be construed or used as, financial, legal, tax, insurance or investment advice.
The information contained herein is being provided to you for informational purposes only. This document may not be forwarded to any other person or entity without Athene's
express written permission. This document is confidential and is intended solely for your internal uses. It is not to be reproduced or transmitted, in whole or in pan, by any
means, to third parties without the prior written consent of Athene. In addition, these materials may not be disclosed, in whole or in pan, summarized or otherwise referred to
except as agreed in writing by Athene.
This presentation may contain forward looking statements, which can be identified by the use offorward-looking terminology such as "may," "will," "should," "expect,"
"anticipate." "target," "project," "estimate," "intend," "pro forma," "continue" or "believe" or the negatives thereof or other variations thereon or comparable terminology.
These statements are subject to certain risks, uncertainties and assumptions, and no assurance is given that any of these expectations will prove to be correct or will remain
unchanged. Nothing contained in this material shall be construed as an offer to sell any securities, services or products.
Any target IRR presented is not a prediction, projection or guarantee of future performance. Any target IRR, if applicable, does not reflect the effect of certain expenses or
taxes. Any target IRR, if presented. was calculated based on certain assumptions, which include recent performance data and current market conditions. Neither Athene nor
Apollo gives any assurance that targeted returns will be achieved or that the methodology and assumptions used to estimate such returns are reasonable.
Athene, its affiliates, and third pasties that provide information to Athene, such as rating agencies, do not guarantee the accuracy, completeness, timeliness or availability of any
information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such
content. Athene, its affiliates and third party content providers give no express or implied warranties, including, but not limited to, any warranties of merchantability or fitness
for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or
consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Credit
ratings are statements of opinions and not statements of facts or recommendations to purchase, hold or sell securities. They do not address the suitability of securities for
investment purposes and should not be relied on as investment advice.
2
EFTA01086730
Executive Summary — The Opportunity
r The Industry Backdrop
— Fixed annuity supply leaving the market — heightened regulatory requirements and a persistent low rate environment have constrained insurers
from earning their cost of capital and have compelled a wave of divestitures and reinsurance transactions in the annuity space
— Market exits have come amidst growing demand for tax efficient retirement savings products from an aging American population whose
portfolios are grossly inadequate to fund retirement
— Low-rate environment provides attractive underwriting opportunities through both direct origination as well as acquisition of policies written in
higher interest rate environments which must be marked to market in a transaction
— Against this backdrop, Athene has completed more acquisitions of fixed annuities than any other buyer over the last several years, emerging as a
lead consolidator in the industry with -$59 billion of management view GAAP assets and —$2.5 billion of management view GAAP capital (ex.
AOCI)t I)
> The Platform
— Athene is led by long-time financial services industry veterans Jim Belardi, Grant Kvalheim, and David Johnson
— Having completed a number of acquisitions — including, most recently, the transformative Aviva transaction — Athene has grown to be the 461
largest fixed annuity platform in the US(2) and aims to be one of the leading retirement services companies to Americans
— Athene is a long-term, sustainable insurance franchise with multiple channels to source low-cost, "sticky"(;) liabilities. These liabilities are the
core of Athene's business model, underpinning an asset management strategy that does not require taking undue asset risk to stretch for yield
— By matching its low-cost liabilities against a high-quality asset book with strong risk-adjusted returns, Athene can generate predictable, attractive
returns over a 5-10 year period and expects to yield long-term target ROEs in the mid to high teens
> The Capital Raise
— Athene's existing shareholders have invested in Athene across multiple rounds of equity raising, with a total investment of -$1.4bn
- Athene is seeking to raise $500 million of pre-IPO equity in order to fund continued growth, through both acquisitions and retail distribution.
Apollo is also considering committing a minimum of 10% of this capital on the same financial terms as all other investors
- This offering has been priced to target a -20% IRR for new investors assuming all capital is drawn at subscription, with identifiable and
attainable paths to higher returns
— Athene will commit to file a registration statement by November 30, 2015. Investors will be provided the opportunity for liquidity on most of
their stake in the first 12 months following Athene's IPO and will have the opportunity for full liquidity at 15 months post-IPO
Note: Please refer :o Appendix l for foomoies. Refer so Append& II for an evlanazion of Management View financials.
3
EFTA01086731
Introduction to Athene
I
Athene has a straight-forward business model with simple objectives
Overview
D Straight-forward business model
—
Earns the difference between investment return on assets
and rate paid on liabilities
D Simple objectives
—
Policyholder protection
—
Sustainable business model
—
Active risk management
—
Disciplined, profit-focused underwriting
D Strong, well-capitalized balance sheet
—
—$59bn of management view GAAP assets and -$56bn of
management view GAAP reserves
—
—$2.5bn of management view GAAP capital ex. AOCk"
—
-$4.2bn of regulatory capital')
D Profitable franchise, with YTD management view GAAP
Operating ROE of —4096(2)
D Experienced management team led by long-term industry
veteran Jim Belardi
3> Licensed to sell product in all 50 states, with initial annual
run-rate retail volumes of -$2bn - $3bn expected over the next
few years
D Domiciled in Bermuda with US operations headquartered in
Des Moines, IA
Leading Fixed Annuity Player — Regulatory View43'
OM)
$75
$52
$51
r
$44
$24
Geographical Presence
0
Attune A'set Management
California
'then
ISA
Iona
•
Attain: Annuity Retail NY
New York
•
•
Milroy Lire Imuramt Company.
Indiana
•
Minim Annuity
South Carolina
•
Aflame Annuity Retail
Delanare
Album Life Re &
Athene Holding Lid
Bermuda
Note: MI Arlene facts and figures are pro forma fo Avi 'a USA artless explicitly noted OthetWiff. Please re/er to Appendix lfor footnotes. Refer to Appendix II for an explanation of Management View Pamela&
4
EFTA01086732
Investment Highlights
0
0
0
0
0
Athene aims to be the premier retirement services company, with a particular focus on fixed
annuities and other similar products (pensions, GICs, structured settlements, etc.)
Favorable Macro
Trends
Proven
Management Team
Attractive Block of
Liabilities
> Aging population and increased longevity
> Savings deficits and declining benefits necessitating tax-efficient retirement solutions
> Changing regulatory landscape forcing market exits / divestitures
> Led by CEO Jim Belardi (former President of SunAinerica). President Grant Kvalheim (former Co-President of Barclays
Capital) and CFO David Johnson (former CFO of The Hanford)
> Deep bench of industry executives with 20+ years of experience on average
> Entered the market at favorable time (2009) — no legacy asset or liability issues
> Low cost (-3.25% cost of funds)[') and long-term (-10 year WAL) book of liabilities
> Disciplined. profit-focused underwriting
> Multiple channels for liability sourcing
high-Quality Asset
Portfolio
> Asset management and portfolio services provided by Athene Asset Management, an AGM subsidiary led by Jim Belardi
> AAM team of —100 professionals supplemented by access to 250+ global AGM investment professionals
> Highly-rated portfolio underpinned by disciplined credit underwriting has generated strong risk-adjusted returns
Strong Financial
Profile
I
Robust Growth
Pipeline
> -$1Abn of capital raised from institutional investors and -$1.1bn of capital from management view GAAP eamings(2)
> Regulatory capital ratios in-line with other investment grade life insurance companies
> $500mm revolver underwritten by top-tier banks provides standby liquidity
> Long-term nature of liabilities and matched asset portfolio provides predictable, long-term income stream expected to generate
mid to high teens run-rate ROEs
> 2013 YTD GAAP management view Operating Income of -$560nun, translating into -40% management view GAAP operating
ROAE0) driven by outperformance in partnership assets(4). Going forward, expect in-force book of business to generate stable
run-rate ROEs in the mid to high teens
> Organic opportunities: retail and wholesale (institutional)
— Retail led by Chris Grady (former President of Genworth's retail distribution business); expect initial annual run-rate
volumes of -$2bn - $3bn over the next few years
> Inorganic opportunities: a number of attractive acquisitions and reinsurance transactions available in market
— Proven acquisition track record and good relationships with regulators across the country
Note: All Mine filets and figures are pro forma fo Avi a USA unless explicitly noted otherwise. Maw refer to Appendix l for/oomotes. Refer to Appendix Ii for an explanation of Management View financial,.
5
EFTA01086733
Industry Dynamics
O
Favorable macro trends suggest sustained demand for insured retirement solutions
> Favorable demographic trends in US
— Over 10,000 people will turn 65 each day over the next 15 years
— Increased longevity, necessitating more years of retirement income
> Retirement savings gap will drive demand for tax-efficient savings
products going forward
— Decades of low savings rates will necessitate savings "catch up"
— Strained government programs, as fewer workers will be supporting
more retirees
— Fewer Americans covered under traditional employer pension plans
> Likelihood of a long-term increase in income tax and interest rates
increases the attractiveness of annuities
> Supply exiting the market due to the combined influence of:
— Foreign regulatory changes making US-held fixed annuity businesses
capital intensive in home jurisdictions
— Insurers focusing efforts on fee-based products due to prolonged low-
rate environment
Retirement Savings Gap
% of Working Households that Do Not Meet Retirement Savings Targets"'
92.3%
S9.8'
84.5%
r
Retirement Account
TotalRetirement Assets
Total Financial Assets
Balances
Measure
Aging Population: Number of Americans Age 65+
Millions of➢peop4e age 65 and over
100
80
60
40
20
20.5% MN% 20.9% 21.1% 1
2000
2005
2010
2015
2020
2025
2030
2035
2040
2045
2050
25%
• 20%
Percentage of the total US population
—0— Number of people age 65 and over
15%
10%
5%
0%
Rate and Regulatory Environments Reducing Product Supply
"
5%,
4%•
3%
2%
1%
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itt.pkowmanon delayed
2009
2010
Barclays US Aggregate Index
2011
2012i"wintinri
Spend
Ave age 5-Yr. CD.Typer Annuity Rate
Note: Piece refer in Appendix! for footnotes.
Federal Reserve Economic Data. National &vinare cm Retirement Stearn)
6
EFTA01086734
Management Team
Athene is led by well-known industry veterans with long, stable track records of performance
Name
Experience
Years
Experience
Bulardi
(1.0 ai'd (70.
Athene
■
Grant
Kvalheim
President,
Athene
David
Johnson
CFO. Athene
Chip Gillis
CEO,
Athene Life Re
Steve Cernich
Head of
Corporate
Development.
Athene
Chip Smith
President.
U.S. BUSilICSA
Chris Grads
Head of Retail.
Athene
Jim has a proven 25+ year history of leadership and innovation in the life insurance industry as well as a demonstrated track record as an
exceptional asset manager able to generate excess portfolio returns. Prior to founding AHL and AAM Jim was President of
SunAmerica Life Insurance Company and was also Chief Investment Officer of AIG Retirement Services, Inc., responsible for a
$250bn invested asset portfolio. In 1994, Jim created the GIC-backed note (GICBN), which developed into a S300bn market.
Grant was Co-President of Barclays Capital from September 2005 until the end of 2007. Having joined Barclays in 2001 as Global
Head of Credit Products, Grant converted a European cash investment grade business into a leading global cash and derivatives business
across both securitized and non-securitized credit products. Assuming responsibility for Investment Banking in late 2001, he similarly
expanded the Investment Banking platform.
David was most recently EVP and CFO of Fannie Mae from 2008 to 2010. Prior to that David was EVP and CFO of The Hanford
Financial Services Group from 2001 to 2008, where he also served as a Member of the Office of the Chairman. He was CFO of
Cendant Corporation from 1998 to 2001 and, before that, was a Managing Director in the Investment Banking Division of Merrill
Lynch.
Prior to founding Athene, Chip was a Senior Managing Director of Bear, Stearns & Co. Inc. ("BSC") and Head of BSC's
Insurance Solutions Group that provided advice and solutions to life and annuity companies. He led BSC's entry into the GICBN
business (which subsequently ranked consistently in the top 6 dealers in the market) and created the turn-key Premium Asset Trust
Series program. It was recognized by S&P as the only non-issuer insurance-only program. Chip also serves on the Board of Directors of
the Bermuda International Long-Term Insurers and Reinsurers.
Steve has an extensive history of ALM and insurance experience. Prior to joining Athene, Steve was Chief Risk Management Officer
and EVP for Capital Assurance Corporation. Steve built and managed the funding agreement line of business for XL Life &
Annuity, and built and managed the funding agreement business for Zurich Kemper Life, with responsibility for its S9bn bank-owned
life insurance (BOLL) business.
Prior to joining Athene Annuity, Chip was President and CEO of Liberty Life Insurance Company (now, Athene Annuity) from
April 2010 until the acquisition by AHL in April 2011. Before becoming President of Athene Annuity, he served as Vice President,
Treasurer, and Chief Financial Officer, with oversight of all finance and related areas of the U.S. insurance operations.
Chris was most recently President of Distribution and Marketing for Genworth Financial's US Life Insurance Companies, where
he oversaw a diverse, multi-channel sales and marketing organization for fixed and variable annuities and life and long-term care
insurance. Prior to joining Genworth, Chris spent 14 years in senior leadership roles at Merrill Lynch, ultimately serving as Managing
Director and National Sales Manager for Merrill's Consumer Finance Group.
25+
30
20+
30
28
24
20+
7
EFTA01086735
APOLLO
Attractive Platform
Athene's opportunistic market entry in 2009 allowed it to source low-cost liabilities without the
burden of legacy asset issues
Athene entered the industry in 2009, when a number of other insurance companies were in distress
— Equity capital was prohibitively expensive for publicly traded insurance companies, most of whom were trading below book
— Foreign regulatory changes made US held fixed annuity businesses capital intensive in home jurisdictions
— Capital starved providers forced to exit the fixed annuity sector, shrinking product supply
> Athene's access to private capital and its clean balance sheet helped insulate it from the damaging effects of the crisis
> Athene capitalized on the opportunity created by the financial crisis to source liabilities at historically low rates
— Mark to market on product written in high interest rate environments resulted in acquisition at significant discount and "subsidy" to cost of funds
120
100
.2 80
•S
c 60
a
2.•
c 40
•It
20
0
Athene: -3.25% Weighted avenge cost of policyholder obligations°,
10-Year Peer Average: -4.25% - 525% Weighted avenge cost of policyholder obligations
Athene
Inception
I
2010
2011
2012
2003
2004
2005
2006
2007
2008
2009
II Indexed (Fixed —
Avg 5-Yr CD Type Annuity Rate
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Acquired
liberty Life
Acquired
Presidential
Lire/
Announced
Mica USA
5%
4%
- 3%
- 2%
8
EFTA01086736
Attractive Platform
Athene's platform features multiple channels for sourcing low-cost liabilities
Platform
Inorganic
Organic
• Onshore Reinsurance
-
Ability to structure reinsurance treaties with US-based
life insurance companies
-
Two highly rated onshore platforms, with acquired
Aviva platform rated BA-i- by AM Best and A- (Neg) by
S&P
-
Good relationship with primary regulators (Delaware,
Iowa and New York)
• Offshore Reinsurance
—
Reinsures products from Athena's US businesses and
third party life insurance companies
-
Products reinsured include: MYGAs (multi-year
guaranteed annuity), Ms (equity-indexed annuities),
payout annuities, and institutional products
-
Good relationship with primary regulator — the BMA
Retail Distribution
-
Retail distribution capabilities significantly enhanced by
Aviva and Presidential Life acquisitions
-
Ability to write product through multiple highly rated
platforms, with acquired Aviva platform rated B++ by
AM Best and A- (Neg) by S&P
-
Licensed to sell product in all 50 states
-
Poised to be a significant driver of growth — target initial
annual run-rate volumes of -$2bn - $3bn over the next
few years
Wholesale Distribution
—
Focused on selling funding agreement backed notes to
institutional investors
-
Products are scalable without any ability to surrender
prior to maturity
-
In final stages of obtaining rating from S&P
Overview of Liabilities
)7, Athene has used its platform to build a book of low cost, long-
duration liabilities that are largely protected by surrender charges(3)
— Purchase liabilities at a discount, creating a subsidy to weighted
average cost of policyholder obligations
— Conservative liability acquisition strategy focused on profitability
rather than market share / volume
DOC] It'd
1111111O1C%,
a1(.1,
Equity Indexed &
Fixed Index
Annuities
65%
°thee')
p
oo, 14%
Reserves (Regulatory //
Mana • ement view GAAP)
WAL
Weighted Average Cost of
Policyholder Oblilationso,
t/ MVA protected13l
c4 SC protectedii)
-$51 billion // -$56 billion
-10 years
-3.25%
-70%
-85%
Note: AN Athene facts and figures are pro forma for Arita USA unless explicitly noted otherwise. Please refer to Appendix I for footnotes. Refer to Appendix II for an explanation of Management View financials.
9
EFTA01086737
Superior Asset Management Capabilities
Asset management strategy focused on underwriting highly-rated, stable, credit-based assets
Athene holds a high quality asset portfolio yielding -4.6%") against its low-cost liabilities (-3.25% cost of funds)"'
> Due to its low cost block of liabilities, Athene does not have to take undue asset risk in order to meet its obligations
Portfolio Snapshott2)
Non-Alternatives
lotal Assets
Alternatives
Portfolio \IR bs N.k1C Rating'-'
NAIC 5
0% NAIC 4
NAIC 3I%
3%
NAIC 6
Sec. Alts
Unsec. Alts
I.tm Credit Impairments vs. Peers13j
New York Life
The Hartford
Wain:
Lincoln
Non-Alternatives
95%
n/o
92%
Alternatives
OTTI asset related
impairments (last 2
13.1bps
15.0bps
82.7bps
16Abps
years)
15.7hp.
Note: Alf Arlene facts and figures are pro forma for Aviv° USA unless explicitly nowd °Chemise. OM of albps is for standalone Athene. Please refer so Appendix lfor footnotes.
10
EFTA01086738
Superior Asset Management Capabilities
0
Strategic relationship with AAM provides Athene access to a world-class asset and portfolio manager
Athene Asset Management (AAM) is a subsidiary of Apollo Global Management (AGM) that provides asset management and other portfolio
services to Athene
—
Services provided include: asset allocation, ALM management, portfolio management, risk management and investment selection, among
others
AAM's team of -100 professionals is led by Jim Belardi and is supplemented by access to AGM's 250+ global investment professionals and
infrastructure services (tax, risk, legal, compliance, etc.)
AAM oversees Athene's entire asset portfolio, managing -90% directly and selecting subadvisors — including AGM — for asset classes that
require special sourcing capabilities
—
All transactions with Apollo are conducted at fair market value / arm's length basis and are monitored by a committee of Athene's
independent directors
Strategic relationship with AAM has led to strong risk-adjusted performance
Strong PerfOrrnallte
Prior 4 Years
Athene
Barclays
Asset
Aggregate 10-Year
Portlialiom
Index
Treasury
Annualized Return for Prior 4 Years
Annualized Volatility of Quarterly Returns
3%
3%
9%
Period Returns
YTD 2013
2012
2011
2010
5%
(2%)
(6%)
15%
4%
4%
8%
8%
17%
11%
7%
8%
Well-Positioned for Rising Rates12'
Athene's assets and liabilities are well-positioned for a rising rate
environment
— High concentration of floating rate assets
- Asset duration slightly shorter than liability duration
— Rising rates typically more impactful on asset yields than cost
of funds
Athene will look to establish similar hallmarks in its portfolio
pro forma for the Aviva acquisition
Note: AN Aunt facts and figures are pro forma for 'Wiwi LISA unless explicitly noted otherwise. Please refer to Appendix lforfootnotes. Refers() Appendix Ilfor an explanation of Management View financials.
11
EFTA01086739
Capitalization Overview
Athene benefits from a committed shareholder base and strong capitalization
> Since 2009, Athene has raised -$1.4bn of capital from its shareholder base, which consists entirely of large institutions
- Management view GAAP earnings have contributed another -$1.1bn of capital')
> Shareholders have demonstrated a consistent commitment to the business, investing capital on multiple occasions
— Committed to a long-term business plan and a non-finite life investment period
$500mm revolver in place underwritten by top-tier banks to provide standby liquidity and diversify capital base
($ billions)
Statutory or Regulatory Hnanci als
2012Y
Q3 201312)
Assets
$14
—$57
Reserves
12
—51
Capital & Surplus°,
$1.9
-$4.2
Equity as a % of Reserves"'
16.2%
—8.2%
Revolver Size ($mm)
$500
Management ViewGAAP Financials
2012Y
Q3 20130
Assets
$15
-$59
Reserves
12
-56
Equity (ex. AOCI)
$1.7
-$2.5
Revolver Size ($mm)
$500
Nate: Alf Mine facts and figures are pro forma for Avira USA unless explicitly noted otherwise. Please refer to Appendix I for footnotes. Refer to Appendix II for an explanation of Management View financials.
12
EFTA01086740
Capital: Protection for Policyholder
Athene's capitalization is in-line with other highly rated life insurance companies
> Athene manages the Company's capitalization and leverage on a statutory basis to align with how regulators and rating agencies view risk
metrics
Summary Athene Regulatory BS Statistics
Assets
-S57 billion
Reserves
-S51 billion
Regulatory Capital"'
-S4.2billion
Regulatory Capital / Reserves
Mimic Comparison to Peers — Regulatory Capital / Reservesa)
Peer Median:
17.7%
8.1%
II
Athene
American Prudential Allianz US New York
F&G
American
Century
6.9%
7.7%
9.0%
11.4':,
7.A%
7.5%
Equity
Life
Athene Comparison to AM Best Ratings Criteria
.1thenvI2'
LNC
Allianz
Aviva
USA
SIX
Fidelity &
Guaranty
MET
New York Life
Actual Rating
STAT Capital /
Reserves
Debt/ Capitalization
-I
I
B++"'
-8.2%
-12%
A4-
8.9%
27%
A
9.0%
NA
A-
7.2%
NA
A-
6.9%
24%
A+
7.7%
28%
A-
9.0%
25%
B++
7.4%
NA
A+
13.8%
29%
A++
11.4%
14%44)
Note: AN Athene facts and figures are pro forma for Avila USA unless explicitly noted otherwise. Please refer to Appendix l for footnotes. Refer to Appendix II for an explanation of Management View financials.
Sorer: SNL, AM Ben
13
EFTA01086741
High-Level Business Model Overview
•
Athene has a straight-forward business model
Athene earns the difference between its investment return on assets and the rate on its liabilities
Athene generates returns by matching low-cost, stable long term funding against an actively managed asset portfolio
The long-term, sticky nature of Athene's liabilities, along with a matched asset portfolio, provides a predictable, long-term income stream that is expected
to result in run-rate ROEs in the mid to high teens
— Expected run-rate net investment earned rate (NIER) of —5% - 6% and expected run-rate cost of funds of -3% - 4%
Athene targets holding $1 of regulatory capital for every $10-$14 of liabilities — return on equity (ROE) benefits from this embedded leverage
Note: Numbers are for illustrative purposes only.
Commentary / Assumptions
Assumed Asset Portfolio Net Investment Yield
5%-6%
Assumed Cost of Funds / Reserves (Excluding G&A& Taxes)
3T0-4%
Net Spread
2%3%
Less: G&A & Taxes
1%-1.5%
Operating Income
1%2%
Target Capital / Reserves Ratio0)
7%-10%
Return On Equity Illustration for $100mm of Equity
($ in millions)
5%Capital
10%Capital
Notes:
Illustrative Balance Sheet
I
7%Capital
Assets
$
2,100
$ 1,500
$ 1,100
Reserves
$
2,000
$ 1,400
$ 1,000
Capital
100
100
100
Athene targets 7% -10% capital / reserves
Liabilities Equity
$
2,100
$ 1,500
$ 1,100
Implied Income Statement 1
Investment Income
$
116
$
83
$
61
Assets
x
5.50%
Cost of Funds/Reserves
(60)
(42)
(30)
Reserves
x
(3.00%)
Spread Income
Assets
I$
56
$
41
31 1
2.50%- 2.75%
Less: G&A& Taxes
(30)
(21)
(15)
Assets
x
(1.00%) - (1.50%)
Operating Income
$
26
$
20
$
16
Assets
1.00%-1.50%
ROAE
26%
20%
16%
Operating Income
Target Capital
Note: Plane refer w Appendix Uorfromotes.
14
EFTA01086742
Overview of Athene's Financial Performance
Athene's business model forms the foundation for its stable financial performance
YTD 2013 Management View GAAP Financialsffi
Commentary
($
YTD 2013
Ave rage
Athene includes certain accounting and insurance-specific
items in its financials, which adds some complexity
Balance Sheet
Assets
$15,671
$15,095
relative to the high-level business model presented on the
previous page
Reserves
$12,718
$12,604
> General financial performance is still ultimately driven by
Target Capitar)
$1,272
$1,260
Athene's business model: Athene earns the difference
Total Capital (ex. AOC1)
2,250
1,954
between its investment return on assets and the rate on its
Total Capital (incI AOCI)
2,433
2,155
liabilities
Liabilities & Equity
$15,671
> 2012: Athene earned management view GAAP operating
income of -$200 million implying an operating ROAE of
Income Statement
-2796(6)
Investment Income1-0
$1,031
=
Assets
X
9.11%
-
Strong profitability driven by outperformance in excess
Cost of Funds / Reserves
(378)
=
Reserves
X
(4.00%)
surplus assets
Spread Income
$653
=
Assets
X
5.77%
— Going forward, expect ROEs to be more in-line with
G&A
(86)
=
Assets
X
(1176%)
run-rate target range in the mid to high teens
Operating Income
$566
Assets
X
5.00%
> 2013: Strong YTD operating performance due to
Operating ROAE(4)
39%
= Op. Inc.
+ Tot. Capital
continued focus on managing yields and cost of
Realized Gains & Other(51
(84)
policyholder obligations, as well as outperformance in
Taxes
(22)
partnership assets[~1
Net Income
$460
- Through September 2013, management view GAAP
Net Income ROAE
Memo:
29%
= Net Inc.
+ Tot. Capital
operating income of -$560 million, translating into an
operating ROAE of —40%
Operating ROAE at Tgt Capital
60%
= Op. Inc.
+ Tgt. Capkal
— Year to date outperformance driven by strong
Net Income ROAE at Tgt Capital
42%
= Net Inc.
Tgt. Capital
performance of partnership assets(71. Going forward,
expect in-force book of business to generate stable run-
rate ROEs in the mid to high teens
Note: Pleare refer :o Appendix I for foomows. Refer to Appendix Ilfor an explanation of Management View financials.
15
EFTA01086743
APOLLO
Robust Pipeline
Athene has a strong future
Aging population in need
of yield
Athene Retail
Aviva Retail
Chaos in European
financial system and
inability to support U.S.
focused business
SCOR
Aviva USA
AEGON
RBC
Multiple growth paths
-
Retail
-
Institutional
I
Pnin lir nro
-
Opportunistic
purchase of
companies
16
EFTA01086744
Offering Terms and Conditions
Timing
Launch on December 9, 2013 and close on February 28, 2014
Commitment
$500 million of committed capital at close
— Commitments to remain in place until IPO
— Athene will draw at least 10% of capital at close and will commit to draw all of the committed capital by IPO
— All capital draws funded pm rata at offering price
Target commitments of $25 million - $100 million, but potentially willing to accept greater amounts
Participation
Institutional limited partners
Athene employees and board members
Apollo Global Management (or one or more subsidiaries) is also considering committing a minimum of 10% of this
capital on the same financial terms as all other investors
Price
This offering has been priced to target a —20% IRR for new investors assuming all capital is drawn at subscription, with
identifiable and attainable paths to higher returns
I, nicht)
Fees and Expenses
Athene will file a registration statement by November 30, 2015
Pre-IPO: Transfers subject to contractual restrictions set forth in Shareholders Agreement
Post-IPO: Investors will be provided the opportunity for liquidity on most of their stake in the first 12 months following
Athene's IPO and will have the opportunity for full liquidity at 15 months post-IPO
No management or incentive fees assessed on new capital (directly or at Company level). Fees earned by AAM and/or
AGM as a subadvisor to AAM will be earned on all investible assets of Athene
Expenses associated with subscription for shares will be borne by Athene (excluding any legal or similar expenses
associated with negotiation of investment incurred by prospective co-investor)
Expenses associated with any specialized reporting requirements or other customized terms required by a co-investor
will be borne by the co-investor
Information
Rights
Customary information rights: quarterly package of financials, quarterly valuation memo, audited annual financials, and
one shareholder meeting per year
17
EFTA01086745
Appendix I: Footnotes
Pa":
415 Estimated 9/30/2013 pro forma for Aviva transaction — midpoint of management's pro forma range of $2.2bn - $2.7bn. Accumulated other comprehensive income (AOCI) is art equity account that
captures the unrealized gains and losses primarily resulting from fair value adjustments to an insurance company's investment portfolio. In evaluating an insurance company, AOCI is typically
excluded so as to eliminate the effect of "non-core" items that can fluctuate significantly front period to period primarily based on changes in market value.
421 By statutory individual fixed and fixed index annuity data per SNL Peer data as of year end 2012.
43 Athene aims to provide attractive, tax-efficient savings vehicles for policyholders over the long-tern. However. policyholders retain flexibility to withdraw their funds over the life of the policy. To
protect Athene against this early withdrawal risk a majority of Athene's policies feature market value adjustments and surrender charges. Market Value Adjustments (MVA) may protect against
early policyholder withdrawals by adjusting the account value of a policy downwards in a rising rate environment. Surrender Charges provide protection against early surrenders by charging fees
for early termination.
Page 4
"Management view GAAP capital a. AOCI reflects midpoint of management's pm fonna range of $2.2bn - $2.7bn. Regulatory capital represents midpoint of management's range of $4.0bn -
$4.4bn.
411 Through September 2013.
431 Includes reserve contracts for individual fared and individual indeed annuities. Data for peers as of 2012 year end per SNL Financial. data for Athene as of 9/30/13 pro forma for Aviva. The
primary difference between regulatory and GAAP reserves are commissions, which are capitalized for GAAP purposes but expensed on day 1 for regulatory purposes.
Page 5
''/1 Cash COF represents the MR of all cash flows related to servicing the liabilities as of 9/30/13. pro forma for Aviva. Cash cost of fimds includes both actual historical cash collected and projected
future cash payments. For business that was acquired. the actual cash flow is based on the market value of assets attire time of transaction less any purchase price or upfront commission. Cash
cast of funds also includes policyholder benefits paid. maintenance expenses. ongoing commissions, acquisition and policy issue costs, options purchases offset by maturities. and federal excise tax.
No federal income tax, overhead. or surplus fees are included.
421 Includes impact of bargain purchase gains. including Aviva. Uses midpoint of management's bargain purchase gain estimate of $0mm - $500mm for Aviva. Excludes impact of AOCI.
431 Through September20a
In Limited partnership structures that contain non-traditional investments. such as levered fixed income strategies and some private equity investments. Includes assets contributed to Athene by AP
Alternative Assets (AAA) in connection with the October2012 Transaction (as described in AAA's financial statements).
Page 6
thDefined as the set of households sampled in the Survey of Consumer Finances (sponsored by the US Federal Reserve) that do not meet retirement savings benchmarks derived from Fidelity's
recommendations. These benchmarks are based on Wage of head of household and (ii) income levels.
Page 8
411 Cash COF represents the IRR of all cash flows related to servicing the liabilities as of 9/30/13. pro forma for Aviva. Cash cost of funds includes both actual historical cash collected and projected
future cash payments. For business that was acquired. the actual cash flow is based on the market value of assets attire time of transaction less any purchase price or upfront commission. Cash
cost of funds also includes policyholder benefits paid. maintenance expenses. ongoing commissions. acquisition and policy issue costs, options purchases offset by maturities. and federal excise tax.
No federal income tax, overhead. or surplus fees are included.
Page 9
'11 Other includes Payout Annuities & FAs
421 Cash cost Cash COF represents the 1RR of all cash flows related to servicing the liabilities as of 9/30/13. pro fora for Aviva Cash cost of funds includes both actual historical cash collected and
projected future cash payments. For business that was acquired. the actual cash flow is based on the market value of assets at the time of transaction less any purchase price or upfront commission.
Cash cost of funds also includes policyholder benefits paid, maintenance expenses. ongoing commissions, acquisition and policy issue costs. options purchases offset by maturities. and federal
excise tar. No federal income tar, overhead. or surplus fees are included.
431 Market Value Adjustments (MVA) may protect against early policyholder withdrawals by adjusting the account value of a policy downwards in a rising rate environment. Surrender Charges
provide protection against early surrenders by charging fees for early termination.
18
EFTA01086746
Page 10
"GAAP Book yield net of sub-advisor fees. Cash COF represents the IRR of all cash flows related to servicing the liabilities as of 9/30/11 pro forma for Aviva. Cash cost of funds includes both
actual historical cash collected and projected figure cash payments. For business that was acquired, the actual cash flow is based on the market value of assets at the lime of transaction less any
purchase price or upfront commission. Cash cast °Thuds also includes policyholder benefits paid, maintenance expenses. ongoing commissions, acquisition and policy issue costs, options
purchases offset by maturities, and federal excise tax. No federal income tax. overhead. or surplus fees are included.
421 For Aihenes portfolio. non-alternatives include investment grade corporate bonds. ABS, RMBS. Cash, CMBS, CLO. Convertible Bonds. EM. Munis. and Treasuries. CMBS and CML mapped to
NAIC 1 and NAIC 2 respectively based on underlying collateral. Alternatives includes partnership assets; alternatives are primarily composed of fixed income. pull to par. non-binary return assets.
(it Athene portfolio split based on asset-level detail provided in the footnote above. Alternative assets for peers defined as Schedule BA assets. as well as other NAIC 4-6 assets. Credit impairment
represents other than temporary impainnents (OTT!) as a percentage of average assets over a 2 year period as reflected in Athene and comparable company financials ending in 2012.
Page II
"Athene Asset Management (Net) Returns are net of AAM management fees and subadvisor fees estimated per a standard fee schedule. Figures presented represent total return. including mark to
market of all unrealized gains or losses on the portfolio of Athene, including assets held by third party ceding companies in connection with reinsurance arrangements entered into by Athene.
"Commentary based on portfolio as of 9/30/2013.
Page 12
<i) Includes impact of bargain purchase gains, including Aviva. Uses midpoint of management's bargain purchase gain estimate of SOmm - $500mm for A14112. Excludes impact of AOC!.
an Estimated pro forma for Aviva USA acquisition. Regulatory capital represents midpoint of management range of $4.0bn - $4.4bn. Management view GAAP capital represents midpoint of
management's pro forma range of 22.2bn - $2.7bn
0 Excludes $40mm surplus note at 2012 year end. Q3 2013 represents midpoint of management range of $4.0bn - $4.4bn.
00At 12/31/2012. Athene had excess capital due to assets contributed to Athene by AP Alternative Assets (AAA) in connection with the October 2012 Transaction (as described in AAA's financial
statements).
Eqgda
"Midpoint of management's pro forma range of $4.0bn - $4.4bn.
Athene data as of Q3 2013. Athene AM Best rating presented for Athene Annuity. Athene capital/reserves and debt/capitalization presented for Athene consolidated. Regulatory capital of $4.2bn
represents midpoint of management range of $4.0bn - $4.4bn. and GAAP capital represents midpoint of management proforma range of $2.2bn - $2.7bn. Athene debt/capitalization includes
-$300mm revolver draw as of Q3 2013: peers as of 2012 year end. Prudential's debt / capitalization ratio excludes operating debt and assumes Moody's equity treatment of junior sub debt.
"Acquired Aviva subsidiaries rated A- by S&P.
Debt for New York life Insurance Company per GAAP financial supplement.
Page 14
"Statutory capital basis.
Page IS
"Management view GAAP financials as of 9/30/2013 (pre-Aviva)— subject to audit adjustments. Refer to November 2013 AAA presentation on Athene (available on AAA's website)for an explanation
of management view financials. Year to date financials are annualized to calculate percentages. Averages reflect average balances between 12/31/2012 and 9/30/2011
42" Target capital for this example is conservativelyassumed to equal 10% of resents. At 12/31/2012 and 9/30/2013. Athene had excess capital due to pre-funding of the Aviva transaction.
001nludes $576mm of PTO income from partnership assets. which is more than double the original planned yield of these assets
69 Removes accumulated other comprehensive income ("AOCI")— which is primarily compared of unrealized gains in investments.
(5 Includes unrealized gains or losses from securities held within third party funds withheld accounts. realized gains /losses. derivatives income, amortization associated with non-operating earnings.
and other.
OilExcludes impact of Presidential transaction. as that transaction closed on December 28. 2012.
47'G/railedpartnership structures that contain non-traditional investments. such as levered fixed income strategies and some private equity investments. Includes assets contributed to Athene by AP
Alternative Assets (AAA) in connection with the October 2012 Transaction (as described in AAA's financial statements).
19
EFTA01086747
Appendix II: Management View Financials
> Management's view of the financial statements differs from the way Athene's financials are presented on audited GAAP statements
> Management balance sheets are presented without the assets and liabilities related to the effects of reinsurance to Protective Life and the
AEGON short portfoliom
> Management's view excludes the impact of grossing up Athene's assets and liabilities for the consolidation effect of CMBS partnerships(2)
> Other adjustments include reclassifications of negative liability balances to the assets section, such as VOBA and other liabilities,
including accruals for expenses
> Management income statements present results by re-categorizing transactions into operating and non-operating based on management's
view of what constitutes operating income
thAEGON short portfolio represents a group 4 asreis for which the credit risk has been transferred out of the Company is a toted strurn swap.
,jt CMS pannenhips represent a parmership inresunent that is consolidated for GAAP and is composed of highly rated CMBS assess backing a fued credit facility.
20
EFTA01086748
Appendix II: Management View Financials
ATHENE HOLDING LTD.
Report Bridges
Management View to ununaudited Financial Statements View
in USD millions
Assets bridge
Audited
Audited
FULL YEAR
FULL YEAR
2012
2011
Total Assets , per Management view
14.519
9.094
Total Assets , per unaudited Financial Statements view
19.169
13.115
(4,650)
(4,0221
Ceded to third party
(2.056)
(2.082)
Deconsotidation of CMBS funds
(1.261)
(748)
AA Separate account assets
(15)
(17)
Aegon-Short term hedged business
(1.023)
(1.384)
VOBA reclassification as Assets . rather then negative liabilities
(67)
343
Deconsotidation of noncontrolling interests
-
(2)
DAC/URR netting at unaudited Financial Statements view (FAS91)
4
5
Netting of other operating liabilities in Assets at Management view
(232)
(137)
(4,650)
(4,022)
Liabilities bridge
Audited
Audited
FULL YEAR
FULL YEAR
2012
2011
Total Liabilities, per Management view
12,643
8.446
Total Liabilities, per unaudited Financial Statements view
17.293
12.466
(4,650)
(4,020)
Ceded to third party
(2,056)
(2.082)
Deconsolidation of CA/BS funds
(1,261)
(748)
AA Separate account assets
(15)
(17)
Aegon-Short term hedged business
(1,023)
(1.384)
VOBA reclassification as Assets . rather then negative liabilities
(67)
343
Deconsolidation of noncontrolling interests
-
-
DAC/URR netting at unaudited Financial Statements view (FAS91)
4
5
Netting of other operating liabilities in Assets at Management view
(232)
(137)
(4,650)
(4,020)
21
EFTA01086749
Appendix II: Management View Financials
ATHENE HOLDING LTD.
Report Bridges
Management View to ununaudited Financial Statements View
in USD millions
Operating income bridge
Operating income , per Management view
Net income, per unaudited Financial Statements view
RCGs/(RCLs) net of incentive fees and impairments
UCGs/(UCLs)
G&A - non operating expenses
Market related options net of VED
Market related amortization
Derivatives
Taxes
Audited
FULL YEAR
2012
Audited
FULL YEAR
2011
241
2
391
(0)
(150)
2
(143)
(26)
(127)
23
58
21
(3)
42
53
(150)
26
91
(13)
4
(150)
2
22
EFTA01086750
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