Athene Holding Ltd. to Acquire Aviva’s U.S. Annuity and Life Business

  Athene Holding Ltd. to Acquire Aviva’s U.S. Annuity and Life Business

Business Wire

PEMBROKE, Bermuda -- December 21, 2012

Athene Holding Ltd., a Bermuda-based insurance holding company (“Athene
Holding”, and together with its subsidiaries, “Athene”), announced today that
it will acquire Aviva plc’s U.S. annuity and life insurance operations (“Aviva
USA”), including Aviva Life and Annuity Company, based in Iowa, and Aviva Life
and Annuity Company of New York. Athene will acquire Aviva USA, which has
approximately $56 billion of statutory admitted assets as of September 30,
2012, for a purchase price of $1.55 billion. The transaction is expected to
close in 2013, subject to customary conditions and regulatory approvals.

Upon closing, the combination of Aviva USA and Athene Holding’s primary U.S.
operating subsidiary, Athene Annuity & Life Assurance Company, a
Delaware-domiciled insurer focused on retail fixed and indexed annuity sales
and reinsurance (“Athene Annuity”), will result in the second largest issuer
of fixed indexed annuities in the United States.

Aviva USA, to be renamed Athene USA, will be the parent for Athene’s U.S.
operations and will be headquartered in West Des Moines, Iowa. Athene is
committed to retaining a substantial employee base in Des Moines as the
centerpiece of Athene USA’s nationwide operations.

“With this acquisition, Athene is a leader in the fixed annuity space,” said
James R. Belardi, CEO of Athene. “The purchase of Aviva’s U.S. annuity
business will add significant scale to our retail sales and reinsurance
operations and provides Athene with best in class operational capabilities.”

Athene recently received a $621 million capital infusion in anticipation of
the transaction and expects to have over $3.5 billion of combined statutory
capital within its insurance company subsidiaries following the transaction.
Athene, which is focused on becoming the leading U.S. fixed annuity company,
is evaluating strategic options with respect to Aviva USA’s life insurance

Athene was advised by Deutsche Bank Securities Inc., Lazard and Sidley Austin
LLP on the transaction.

About Athene Holding Ltd.

Athene Holding is a life insurance holding company focused principally on the
retirement market and whose business, through its subsidiaries, is focused
primarily on issuing and reinsuring fixed and equity indexed annuities and
writing funding agreements and funding agreement-backed notes. Athene
Holding’s principal subsidiaries are Athene Annuity & Life Assurance Company,
a Delaware-domiciled insurance company, Athene Life Insurance Company, a
Delaware-domiciled insurance company, and Athene Life Re Ltd., a Bermuda-based

Athene Holding was formed in 2008 by James R. Belardi, formerly President of
SunAmerica Life Insurance Company and Chief Investment Officer of AIG
Retirement Services, Inc. and Chip Gillis, former head of Bear Stearns’
Insurance Solutions Group and was sponsored by an affiliate of Apollo Global
Management, LLC (NYSE: APO) to provide solutions to the growing need for tax
efficient savings vehicles to support retiring baby boomers. The products
offered by Athene Holding, through its subsidiaries, include:

  *Retail fixed and equity indexed annuity products
  *Institutional products, such as funding agreements
  *Co-insurance and reinsurance arrangements with third party life insurance
    and annuity providers

Further information about our companies can be found at


Athene Holding Ltd.
Bill Free, 864-609-1187
Aviva USA
Kevin Waetke, 515-342-3822
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