Key Takeaways
- • Apollo Commercial Real Estate Finance (ARI) completed the sale of its approximately $9 billion commercial real estate loan portfolio to Athene Holding Ltd. at 99.7% of total loan commitments, net of asset-specific CECL reserves, with two loans totaling $146 million expected to be repaid prior to closing.
- • Following debt repayment and transaction expenses, ARI expects to retain approximately $1.4 billion in net cash and approximately $1.7 billion in common stockholders' equity, equating to roughly $12.05 per share of common stock.
- • The transaction enables ARI to refresh its strategic direction while retaining $466 million in net equity interest in real estate properties held as of September 30, 2025.
- • Athene Holding Ltd. retained the right to assign acquisition rights to Apollo Global Management affiliates and funds, including Athene Co-Investment Reinsurance Affiliate entities, providing flexibility in deal execution.
- • Shareholders approved the sale at a special meeting, with ARI's board of directors unanimously recommending the transaction through its special committee of independent directors.
Summary
Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI) completed the sale of its entire commercial real estate loan portfolio to Athene Holding Ltd., marking a significant strategic repositioning for the real estate investment trust. Announced in January 2026 and completed by April 24, 2026, the transaction valued the approximately $9 billion portfolio at 99.7% of total loan commitments, net of asset-specific credit loss reserves. Two loans with a combined principal balance of $146 million were expected to be repaid prior to closing, reducing the effective portfolio size.
The deal structure provides ARI with substantial liquidity following the repayment of its financing facilities and transaction expenses. The company expects to emerge with approximately $1.4 billion in net cash and approximately $1.7 billion in common stockholders' equity, translating to an estimated $12.05 per share of common stock. Critically, ARI retained all net equity interest in real estate properties previously held, which totaled $466 million as of September 30, 2025, preserving a meaningful asset base and upside exposure.
Athene's agreement included the right to assign its acquisition rights to affiliates of Apollo Global Management, Inc., and funds managed by Apollo, including Athene Co-Investment Reinsurance Affiliate entities. This structure allowed flexibility in deal execution while maintaining connection to the broader Apollo ecosystem. The transaction received unanimous board recommendation from ARI's special committee of independent directors and was subsequently approved by shareholders holding a majority of outstanding common stock, satisfying key governance requirements.
Stuart Rothstein, Chief Executive Officer and President of ARI, stated that the company's objective "has always been and continues to be to maximize stockholder value." The sale enables ARI to refresh its strategic direction after the transaction, potentially repositioning the REIT's focus given the shift away from its previous commercial real estate loan origination and investment model. Apollo also agreed to reimburse up to $10 million of ARI's transaction expenses, further supporting deal execution.
The deal structure provides ARI with substantial liquidity following the repayment of its financing facilities and transaction expenses. The company expects to emerge with approximately $1.4 billion in net cash and approximately $1.7 billion in common stockholders' equity, translating to an estimated $12.05 per share of common stock. Critically, ARI retained all net equity interest in real estate properties previously held, which totaled $466 million as of September 30, 2025, preserving a meaningful asset base and upside exposure.
Athene's agreement included the right to assign its acquisition rights to affiliates of Apollo Global Management, Inc., and funds managed by Apollo, including Athene Co-Investment Reinsurance Affiliate entities. This structure allowed flexibility in deal execution while maintaining connection to the broader Apollo ecosystem. The transaction received unanimous board recommendation from ARI's special committee of independent directors and was subsequently approved by shareholders holding a majority of outstanding common stock, satisfying key governance requirements.
Stuart Rothstein, Chief Executive Officer and President of ARI, stated that the company's objective "has always been and continues to be to maximize stockholder value." The sale enables ARI to refresh its strategic direction after the transaction, potentially repositioning the REIT's focus given the shift away from its previous commercial real estate loan origination and investment model. Apollo also agreed to reimburse up to $10 million of ARI's transaction expenses, further supporting deal execution.
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