Apollo Commercial Real Estate Finance Acquired by Athene — Financial Services M&A

Apollo Commercial Real Estate Finance (ARI) has entered into a definitive agreement to sell its entire commercial real estate loan portfolio to Athene Holding Ltd. The transaction is structured as a divestiture of approximately $9 billion of commercial lending assets, with a purchase price based on 99.7% of total loan commitments net of asset-specific CECL reserves. Two loans with a combined principal balance of $146 million are expected to be repaid prior to closing. After repayment of ARI’s financing facilities and other indebtedness and transaction expenses, ARI expects to receive approximately $1.4 billion of net cash and about $1.7 billion of common equity, translating to roughly $12.05 per share. ARI will retain its net equity interest in real estate properties it holds, totaling $466 million as of September 30, 2025.

The deal reflects ongoing portfolio reshaping in commercial lending and the broader institutional demand for yield-generating CRE exposures. ARI, a New York-listed specialty lender, is transferring its loan book to a strategic buyer with deep familiarity with the assets through Athene’s aligned position in the capital structure across nearly half of the loans. The agreement also provides ARI with a path to refresh its strategy while addressing a prolonged discount of its shares versus book value.

The transaction requires approval by ARI’s board and a majority of common shareholders, and Athene has the right to assign the acquisition to affiliates and funds managed by Apollo Global Management. ARI’s management has indicated it will evaluate alternative commercial real estate-related strategies through year-end, with a 50% reduction in its annual management fee rate paid in shares during the evaluation period. If no new strategy or transaction is announced by year-end, Apollo intends to recommend that ARI’s board consider all strategic alternatives, including dissolution.