NY: APOLLO TO PUT IN HOLDER PROTECTIONS IN ATHENE-AVIVA NY DEAL

(The following is a reformatted version of a press release
issued by the New York State Department of Financial Services
and obtained at www.dfs.ny.gov) 
August 14, 2013 
DFS ANNOUNCES SECOND MAJOR FIRM AGREES TO ENHANCED POLICYHOLDER
PROTECTIONS AS PART OF ANNUITY COMPANY ACQUISITION 
Apollo Agreement Follows Recent Guggenheim Agreement Setting
Industry Standard 
Benjamin M. Lawsky, Superintendent of Financial Services, today
announced that a second major firm has agreed to an enhanced set
of policyholder safeguards in an acquisition of an annuity
company at the request of the New York State Department of
Financial Services (DFS), which will help better protect
retirees and others receiving annuity payments. Recently, DFS
has highlighted a spike in private equity firms and other
investment companies moving into the annuity business. This
trend raised concerns since such firms typically have a more
short-term oriented business model than traditional insurers,
and the annuity business is focused on ensuring long-term
security for policyholders. 
Apollo Global Management LLC (Apollo) has agreed to put in place
a set of heightened policyholder protections as part of Athene
Holding Ltd.’s (Athene) planned acquisition of Aviva Life and
Annuity Company of New York (Aviva New York).  (Athene Holding
Ltd is affiliated with Apollo.) The policyholder protections
Apollo agreed to implement include heightened capital standards;
the establishment of a separate, additional “backstop” trust
account dedicated to further safeguarding policyholder claims;
enhanced regulatory scrutiny of investments, operations,
dividends, and reinsurance; and other strengthened disclosure
and transparency requirements. 
Today’s announcement follows on the heels of Guggenheim Partners
LLC agreeing to a similar set of protections last month as part
of its planned acquisition of Sun Life Insurance and Annuity
Company of New York. 
Superintendent Lawsky said: “We’ve worked to build a new model
for policyholder protections that will help address the emerging
trend of private equity firms and other investment companies
entering the annuity business. When it comes to these sorts of
deals we need to ensure we are putting retirees who depend on
these annuities first. We’re pleased that Apollo worked with us
to reach a resolution that provides enhanced safeguards for
policyholders so this transaction can proceed.” 
The key heightened policyholder protections to which Apollo
agreed include: 
 ■Heightened Capital Standards. Apollo has agreed that Athene
will maintain Aviva New York’s Risk-Based Capital Levels (RBC
Levels) at an amount not less than 450 percent. (Capital serves
as a buffer that insurers use to absorb unexpected losses and
financial shocks - better protecting policyholders.) 
■Backstop Trust Account. Apollo has agreed that Athene will
establish a separate backstop trust account totaling
approximately $35 million to provide additional protections to
policyholders above and beyond the heightened capital levels. If
Aviva New York’s RBC levels fall below 450 percent, the funds in
the backstop trust account will be used to replenish (“top up”)
Aviva New York’s RBC levels to at least 450 percent. The $35
million in the trust account will be held separately from other
Aviva New York’s funds for seven years and dedicated to the sole
purpose of protecting policyholders. 
■Enhanced Regulatory Scrutiny of Operations, Dividends,
Investments, Reinsurance. Apollo has agreed that any material
changes to Athene’s plans of operations of Aviva New York,
including investments, dividends, or reinsurance transactions
will require the prior written approval of DFS. 
■Stronger Disclosure and Transparency Requirements. Aviva New
York will file quarterly RBC level reports to DFS - rather than
just the annual reports required under New York Insurance Law.
Additionally, the insurer will disclose to DFS necessary
information concerning corporate structures, control persons,
and other information regarding the operations of the company. 
Contact: Matt Anderson, 212-709-1691 
(kgt)NY 
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