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Apollo Global Management, LLC (NYSE:APO)

Goldman Sachs Financial Services Conference Call

December 10, 2013 10:50 AM ET

Executives

Marc Rowan – Senior Managing Director and Co-Founder

Unidentified Analyst

Okay. We are going to get – we are going to keep the ball rolling here. We are very, very pleased to have and welcome Marc Rowan, Senior Managing Director and Co-Founder of Apollo here at the Goldman Sachs Financial Services Conference. Thank you for being here. Pro forma for the Athene transaction and Apollo now manages $157 billion across private equity credit real estate and recently through the PE Fund 8, which already I believe has raised over 12 billion in assets but let’s jump right into the Q&A, into our question part here and talk about the Apollo business model obviously more robust than just private equity alone, but what are some of the issues that are out there right now that investors are facing that the Apollo business model is trying to solve for and obviously you have constructed multi-asset class, multi-strategy model, so maybe take us through how Apollo solve these little problems that exist today?

Marc Rowan

Sure. First, I have to say we have come a long way when I can get Howard Marks to warm up the crowd for me. So I know we have really succeeded. Look, our business if you break it down into its simplest form, we are in two businesses we are in debt and equity. As between the two businesses, equity is round numbers $50 billion. It is all value all the time. It is mostly private equity. And when there is lots of value, we do lots of things and when there is not as much value, we do fewer things. I think we can spend time on equity, but I think from an investor point of view, almost all the action today is around the debt business or the credit business. And to pick up on something that Howard ended with, if you look at what’s happened most of our clients in one form or another are retirement plans. They can be wealthy individuals saving for retirement. They can be state pension funds. They can be corporate pension funds. They can be sovereign wealth plans. And fundamentally, they are suffering. They have lived through five years of financial repression and they need yield.

At the same time, yield is very, very hard to find, anything that a fiduciary normally buys in my opinion value without it. It has a CUSIP. There is very little value in it, but we have been given this kind of extraordinary opportunity despite the valuations in the public markets of public securities. In that, governments in the U.S. and Western Europe have seemed fit to restructure the banking system. And for the first time in a generation take product that was on the balance sheets of financial institutions either directly or in securitized forms and term them into investment products. And I think our job right now and the most interesting thing we are doing for our clients and the thing they need the most is yield and the place that there is yield is that the intersection of banking and investment. And I think we are just prolific sourcers of illiquid credit opportunities, which is not to say distressed or stressed in any way they are just illiquid.

Unidentified Analyst

So take us through a little more on the LP discussions that you are having one of the themes that we hear about is just mainstreaming of alternative credit that it’s becoming a bit more, a bit bigger part of the allocation of LPs to move from core bonds to other areas. Is that something I think you are seeing and then maybe give us some idea specifically about some of the products that are helping you get the opportunity?

Marc Rowan

Okay. So if I just think about our business and where it come from? Over the past 20 plus years, 23 years for Apollo, we have garnered the vast majority of our money from as I jokingly say the little office down the hall, the alternative’s office. And in many of our clients, we are among their largest investments. They are largest investment managers. And I think the amount of growth that we will get out of the little office down the hall is small, because we are already such a big part of it. And I think the really good growth for our business and where we are seeing the intersection with clients is the much bigger office, which they used to call fixed income. And fixed income is now being called fixed income and credit. When something becomes alternative credit, I am not even sure what that means anymore, because the clients are primarily asking for solutions. If they are investing with us out of the little office down the hall, they want 12%. If they are investing with us out of the much larger office that used to be called fixed income that is looking for yields, maybe they want 7% or 8%.

And our job is to provide a solution that’s a continuum along that risk reward spectrum given their tolerance for risk and their tolerance for illiquidity. And the primary speech I make when I go and see an account today and if you go see CIO of a large retirement system, particularly a public retirement system, they are depressed. They are depressed because they are living through financial repression, because they are under a lot of stress, because their activities are now front page news. Volatility is all over the place. You can watch what’s going on in Illinois. You can watch what’s going on in Detroit. You can watch what’s going on elsewhere in California. And I go in there and I view my job first to cheer them up. And I say to them, if you step back and you think about your life as an investor, every competitor you had in the world is now gone, hedge funds, bank balance sheets, sovereign wealth funds.

All of those people have gone short and liquid. You have a unique asset. Your asset is your ability to investor for a 20-year period of time. So in the kind of market we are in today, where there is little value in public securities in things that are liquid take liquidity risk, don’t take credit risk, take complexity risk, don’t take credit risk, take explanation risk, take different kinds of risks that you as an investor uniquely suited to as opposed to reaching down the capital structure spectrum and searching for yield. And that is the primary dialogue. It is customization. It is about strategic accounts and is it about figuring out a solution for clients and getting away from what I will call product specific mandates. I don’t believe in our firm we have a high yield mandate. I am not sure we should take a high yield mandate. If we don’t think there is value in the high yield market, why would we want to take investor’s money and put it to work? I think increasingly, we are taking yield target mandates and risk parameter mandates. And I do think that, that is the future of our business.

Unidentified Analyst

And just in terms of some of the businesses that you have been growing organically maybe it’s regional opportunities in Europe, I mean, are these, if you have these separate accounts that can go anywhere and do lots of things and credit in that long-dated capital and you are intermediating the pension money, what are you telling them that the things that you have that you are going to do with the capital?

Marc Rowan

So first, let me break up the business a little bit. And I think it will be different than most people expected to be. So our credit business is round numbers $110 billion. Of that, $110 billion, $90 billion is senior secured or quasi investment grade. RMBS, CMBS, first mortgage loans, secured private credit, first lien bank loans, all manner of things that banks used to do it once upon a time. Only $20 billion of it is what you would think Apollo is doing in so-called alternative credit, distressed NPLs, mezzanine, subordinated structures. We have been given this incredible investment opportunity which is the secular rotation out of the banking world and into the investment world. And the primary products that are coming are credit. Credit, from our point of view, is something that’s analyzed security by security, company by company, industry by industry, bottoms up process that we are very good at. It is not a top-down macro bet one way or the other. And so when we put together a mandate to get to your specific questions, it’s just generally a blend of what we call yield and opportunistic. And I agree with what Howard Marks had to say, there is very little distress than the world, but so what distress is not a product to us, distress is a market opportunity. We can hope and wish and pray that there is more distress, but we can’t fundamentally change it. What we can do is we can focus on this secular rotation, which stewards the distress opportunity. The distress opportunity, NPL opportunity, the mezzanine opportunity, the subordinate opportunity, all these things that people call alternative credits, they are in the little office down the hall. I do not think for us. That’s an important part of our business. That will be an important part of our alpha. It fits very well with our PE and our credit half, but it’s not where the growth in our business is. Our growth is in complexity and new liquidity.

Unidentified Analyst

And when you move further down the hall there is some big competitors, the traditional fixed income shops, some of the bigger players in that space. What are you seeing competitively from them, are they move – entering into some of the spaces where the opportunity is for you and you are competing a little bit more head-to-head or how do you differentiate your offering from them and sort of maintaining your value proposition?

Marc Rowan

So look if it’s a volume mandate based on efficiency of processing, we probably shouldn’t show up and we don’t show up. We are not in the small basis point business. We want to be in a credit business, credit businesses we are investment selection rather than market selection can outperform and we can create alpha for our clients. Every once in awhile in our NPL business we will lose on opportunities than I think we should have had now, enquire as to who ended up with it, and it ended up into the total return fund for PIMCO. And I am always scratching my head and I am saying we really had a team on this for weeks understanding the micro of this. And someone just brought it of their trading debt. So we do loose opportunities. It’s not to say there is not competition and we would be naïve to say that there is not, but that is not the main stream of the business. The main stream of our business is company by company, security by security and things we know well and not in sourcing things out of the market.

And I think we are going to see interesting alliances and interesting arrangements to play out given what’s happening to the banking system. So from our point of view we are building origination in very, very few and very limited sectors, places where we have specialized expertise, where we think there is going to be a long-term dislocation, natural resources, healthcare, financial services. Almost everywhere else, we view the banking system as a natural partner, because what we don’t want at the end of the day is an origination force because we only want to sell the clients one product, we want to sell them credit, we don’t want to sell them hedging, we don’t want to sell them treasury, we don’t want to sell them advise, we don’t want to sell them derivatives. And I think we are a very good natural partner for the banking system. Banking system originates, banking system maintains the client relationship. We provide the investment judgment and the balance sheet. And I think the scale of the opportunity there is just a huge opportunity, and it’s not a 12% opportunity, and it’s not a 15% opportunity and Howard is very right that those markets are constrained. But it is an 8% opportunity and there is the opportunity to provide differentiated risk awards and I think that is the business that I see certainly for us growing the fastest.

Unidentified Analyst

And when you think about the regulatory backdrop that’s out there and there is a lot of concern, I guess about the shadow banking system that’s evolving in the U.S. and globally, maybe give us your view on is that – is the regulatory regime a threat for you or is it an opportunity or both and if so what does that mean?

Marc Rowan

Look so far the regulatory regime has been an opportunity. If you trace through almost every regulatory action whether in Europe or the U.S. it basically has pushed risk out of financial institutions. It has really created the migration that I am talking about, watching us go from $20 billion to $110 billion so far in the credit business. And the series of regulations that are just going in are actually going to create growth in the market. I think we are at the beginning of the regulatory reaction not at the end of the regulatory reaction. So local rule just coming into effect, supplemental leverage ratios, just coming into effect. Products that we take for granted that banks are in. Banks are in the revolver business. Banks are in the letter of credit business. Banks are in the guarantee business. Banks are in the repo businesses. I think if you dig into the regs if you will see that each of those businesses is under treat as a result of regulatory change primarily directed around too big to fail. That’s the opportunity.

I think the country regulators do not want that, there is still going to be a need for credit. They don’t want that need for credit to go unmet. They just don’t want that credit to be me at the price of the government guarantee. I believe that we are in a very good place allowing investors to reap the reward and suffer the losses associated with those judgments. Will there be attempts to understand what shadow banking is doing – excuse me as we get bigger and bigger, no doubt. But fundamentally there is a choice, this credit can be provided by large complex institutions, who essentially have government backing or have historically had government backing and have access to the fed window or it can be provided by investors. The decision to have it not provided is not a decision. So I think we will be a little bit of a regulatory ping pong ball, but I like where we sit and the scale of dislocation is just started.

Unidentified Analyst

And then just part of your growth in your credit business has come from this fascinated transaction with Athene and maybe you can take us through the Athene transaction, what that means for you some of the challenges that it might present and some of the opportunities that are there and just take us through the – what Athene means so far”

Marc Rowan

Sure. So Athene is – I think of Athene as the largest of our separate accounts. So Athene is a Bermuda based fixed annuity reinsurer. And if you think back to 2008 from a financial point of view the best trade in the world was to be a bank. You could borrow at zero and lend at a wide credit spread. The problem was you had to be a bank, and you had short-term funding. The next best thing was to be a fixed annuity reinsurer where you essentially were borrowing in the form of annuities at very low cost for a very long period of time with surrender charges, with stable liabilities and you were investing in credit, primarily investment grade credit. And so long as you sourced your liabilities at a low enough rate, you could make very good returns without taking a lot of risk. That was the theory of Athene.

And then what happened not only with that market opportunity there, but regulators particularly in Europe pushed the European financial institutions to add capital to focus on their business and as a result you have this confluence of events where a lots of companies who were in the fixed annuity business were for sale at one time. And we have been successful under a world class management team aggregating these opportunities we are now around number $60 billion of assets under management through Athene. And Athene is a spread lending business, it’s an insurance company. It has on the one hand very low cost long-term surrender charge protected liabilities and on the asset side it is a great buyer of senior secured and quality investment grade credit, does not need to buy CUSIPs. It is the perfect vehicle in many ways to handle liquidity. So and that’s a perfect vehicle not to take credit risk in, not to take equity risk, but to take liquidity risk because it is the vehicle that is designed to handle liquidity risk account to a U.S. pension fund or retirement system. And what it’s done is given us an ability to really go into a lot of these dislocated illiquid markets and build our franchise, become a very large buyer of these bank type, formerly bank type products and then extended along our commercial franchise to our investment clients and other clients.

Unidentified Analyst

Well, we take some – well, we formulate our questions. First, any questions from the audience?

Question-and-Answer Session

Unidentified Analyst

I was just wondering what incremental yield do you think you can – you hope to achieve in the fixed index annuity books that you guys acquire, and then direct under Apollo’s?

Marc Rowan

I don’t think there is a universal view on what the yield is. The current yield on the portfolio is in the high fours, low fives. And that reflects the mix of business that we had on the books before the Aviva transaction, which was closer to seven and bringing in the Aviva transaction. And the deal Athene is predicated on a slow rotation, out of products that have very little value, investment grade CUSIP bonds, and into products that have more value also investment grade non-CUSIP securities. And the speed of that rotation and how successful we are in that rotation will determine ultimately how successful we are in the transaction. Periods of marketing stability, rising rates, a little bit of chaos in the financial markets are actually quite good for Athene from redeployment point of view given sticky liabilities and liquid assets.

And so I think we are very, very well positioned to do this. And I will give you one example. Just capture the imagination on dislocation. We look at – we have a very good practice in insurance. And you would not surprise you were big investors in insurance-linked securities. So you take a typical insurer like Aegon or ING who are investment grade issuers, who is investment grade holding company paper trades in the threes. They are more highly rated, structurally senior, more complex, less liquid investment grade securities can yield six or seven in the same issuer. I can earn almost twice the return with less risk by moving down the liquidity spectrum.

For an account like Athene that is an ideal situation. And what I like is on the one hand Athene’s liabilities are priced relative to investment alternatives available to consumers think CDs. So rates are very, very low. On the other hand their assets don’t have to be liquid, but they do have to be highly rated. And this bank cycle, this bank rotation that I have been talking about is a source of tremendous amounts of products for the Athene’s of the world as well as for our pension fund clients. And I do think that’s the biggest opportunity in front of us. It is not the alternative credit opportunity. And coming back to our business mix, of the $110 billion, $90 billion of it is this rotation and $20 billion of it is what Howard has been talking about in distressed and mezzanine and NPLs and other types of things.

Unidentified Analyst

Can we switch gears for just one second and talk about the private equity, as it switches obviously, in your style private equity investing, you can help may be clarify what you do in your PE business, how it’s different but one of the things or one of the famous quotes from this year has been selling everything that’s not meltdown and then it comes sort of to the four and is actually transpired if you will in terms of the amount of activity that we have seen come out of your private equity portfolio. So in this sort of cycle of harvesting versus investing what are you doing in the – in both the investing side of the equation in private equity today, where do you think some of the opportunities are and then where are we in the harvesting cycle?

Marc Rowan

So at this core we are a value investor. We have essentially done the same boring thing for the last 23 years. For us value investing in every market has been a very good way to go. In illiquid chaotic distressed markets it means we are very, very active and put massive amounts of money to work and in markets such as today we put less money to work and we have to be much more selective. This is as Leon said a much better time to harvest than it is to invest and harvest we have, we have sold north of $20 billion of assets out of our private equity business over the past – I think its 15 months and we’ve invested $4 billion or $5 billion. So that gives you a sense of order of magnitude.

What’s interesting is if you look at one of the stats we look at is how much money do we have at work in the ground in our private equity business? And today or the last quarter we had roughly $24 billion in the ground. And we have had $24 billion plus or minus in the ground for the last 12 quarters. We keep selling it, but what’s left keeps growing. And I think that’s a function of the lifecycle that we are in, the old funds, the 2001 fund that’s nearly liquidated. The so called financial crisis fund is 15% gross, 12% net better than two times invested capital and is mostly public and mature. And the fund, Fund 7 that invested right in the teeth of the financial crisis is very well invested. It’s up I think 39% gross, 28% or 29% net, better than 2.5 times invested capital, but has the long way to go. The average investment is under three years. So I think we are going to have an interesting transition.

Obviously, we are better investors in periods of volatility. And the way we reflect that internally is in periods like this where there is lots of money and people have gone out on the risk curve as we raise the bar. If you come into our shop and you want to do a plain vanilla buyout, then the answer is generally, no. And you can make one of three arguments to us, you can argue idiosyncrasy, meaning the thing you want to buy is not only cheap, but it doesn’t cycle with the economy. I think Brit Insurance, large Lloyds company and whether the U.S., UK, Europe go up downside basically irrelevant to Brit’s business. You can argue asymmetric, meaning you have much more upside than downside, think of all the natural resources deals we have done that allow hedging, or you can have the old fashion fight with us on price, where if you can buy something at six times in this marketplace and it still is a good business, great, think Hostess, think Pitney Bowes, think American Game Systems.

None of these are world beating transactions, but in the kind of market we are in I think it makes sense to be a better seller than a buyer and to be patient. As Howard said the seeds of the next turn in the market are already being sown not just in PE I will cross back to credit for a sec. The more investors, retail investors, institutional investors try to get yield by accessing these so called alternative credit strategies through liquidity vehicles, the more of an accident that is waiting to happen. The more bank loans that are owned in ETF form, the more volatility there will be on the downside, the more mutual fund complexes put alternatives, which are essentially illiquid products or semi-liquid products in liquid form, the more dislocation we will get. And we wait for these points of dislocation, when the retail investors that sell, people are forced to sell indiscriminately. Indiscriminate selling is a great source of alpha for our business. If you are as long as you are patient and don’t chase capital, don’t chase investment funds with inappropriate structures.

Unidentified Analyst

So the question now upfront here?

Unidentified Analyst

So the question is more of when you think about the dislocation and the yield and all the comments you made, what do you think of the peer to peer lending platforms like they started seven to eight years ago the Lending Club or the Prosper and people like Black Rock and are buying the assets through those peer-to-peer platform, they started as peer-to-peer lending, but now they have gone to institutional lending, what are your thoughts on that?

Marc Rowan

So I think its early days. The question for us is not whether there will be peer-to-peer lending, there will be peer-to-peer lending. I think the question is also not whether there will be online due diligence because there already is online due diligence. We have FICO scores. We do credit cards and other things. The question is whether there will be adequate risk award given the underlying risk of the portfolios and that I don’t know. So far because it’s a new product, I think there has been better yields available than otherwise, but I think this is a rounding are so far in the credit markets. I think it’s interesting, it’s an interesting technology, it’s an interesting way of looking at the business, but it is not impactful so far in any way in the credit markets. And we have our toe in the water, but nothing more than a toe.

Unidentified Analyst

Next question on the left side.

Unidentified Analyst

Yes, I have a follow-up on the Athene opportunity, which seems quite interesting. In light of the opportunity to own less liquid, higher credit securities what are you doing at Athene to protect your funding sources from policy holder lapses should interest rates rise?

Marc Rowan

So it’s actually – it’s a really interesting question. First, investors of any form hate to pay surrender charges. So we look at books that are well protected by surrender charges. That’s where we started. But the other thing you have to remember, if I think about what we have been able to do, we have been able to source very low cost liabilities for Athene, sub-3%. That doesn’t mean the consumer is receiving 3%. The consumer may very well be receiving 5%. If that we were either paid a seeding commission by the company to take on the liability or we purchased it at a very significant discount to book value and this is the point that I think is largely escaping investors and regulators.

I view the biggest risk in the fixed annuity business as chasing market share. When you go out and you source liabilities in a need for market share and the environment is high priced, you take on a high priced obligation that can be a 10-year or 15-year or 20-year obligation. And if interest rates move against you, the only way you can make money is by taking more risk, because you have a high inherent spread, fixed spread to cover. From our point of view I would like to say that we were very smart, but we were also very lucky. The time that we chose to enter the market coincided with a period of very, very low interest rates, very, very low CD rates available to consumers and a period of dislocation where we had a large number of sellers. And so I think we have a pretty sizeable interest cushion between where we own the liability and where the consumer realizes the asset. So I think we have a lot of play and therefore on average I would be hoping for higher rates just vis-à-vis just a team.

Unidentified Analyst

How much higher do you think rates would have to go before you would be concerned about that fund?

Marc Rowan

It’s not an easy question to answer because so much of them, when we – given how low the rates were we were very successful in getting spread, but still holding floating rate securities. So we only have the option to essentially give the consumer more rates and keep them and move from floating rate to fixed rate. This is not just a static book, when you buy something at a fundamentally low cost, you can make a lot of money not taking a lot of risk and position yourself for higher rates and as a contrarian we are negatively biased everyday and so we assume bad things like rate rises will happen to us and therefore we are setup to make money if rates rise.

Unidentified Analyst

Questions on that, okay if you take a step back and look at the M&A environment you mentioned some of the things that you will do and some things you won’t do in terms of deals today, but when you look across your portfolio and the outlook for 2014, why do you think capital deployment this year has been so slow and then when you look out to ’14 do you think that there is – you think your portfolio, your opportunities in the private equity world that there is a sort of change that can happen, that can sort of improve the pace of capital deployment?

Marc Rowan

So I think there are two megatrends that influence our private equity business and then there is a lot of noise or deals. The megatrend one is a huge positive and that’s shale gas. The amount of capital that needs to go into shell gas is causing a wholesale reevaluation of older cash flowing assets on the part of their current owners which they look to sell to redeploy into faster growing shale and other plays. The scale of that opportunity do worth anything we have ever seen the amount of capital deployed against it do worth and that is both a great private equity opportunity as we have done through Parallel, through Aflon, through Talos, and through El Paso and we will continue to do those and that will be a huge driver of our business and I see no end to that.

Natural resources, was north of a quarter of our last PE Fund and it would not surprise me to see at the north of the quarter of our current PE fund and that is a secular shift. It’s a great equity opportunity. And anytime we lose something, it’s a great that opportunity because we linked very closely our equity and our debt opportunity. Someone wants to pay more for an asset that we think it’s worth, it doesn’t mean it’s a not a great debt deal. And we are the first ones to call up and say congratulations, we have already done a due diligence, here is a fully committed financing. Nothing like your competitor calling you and offering you help.

The other trend is also hard to appreciate and that is a more negative trend and that is the dislocation in financial services. So we have already seen it in Athene. We have seen it in our PE portfolio in companies like Evertec where we bought half of the banking infrastructure on the island of Puerto Rico with from Banco Popular. And we’ve seen it throughout our business platform not only in our private equity funds, but in our capital market funds in Spain. We have spent a tremendous amount of time in Spain. We have announced transactions in the credit card industry in Spain which is banking dislocation. We have announced transactions in the bank business in Spain. We are buying something called EVO Banco in Spain, which is again banking dislocation. And we have announced a partnership with (Santon) there to take over all of their NPL assets which will give us a great window into Spain and to go spend time in Spain, really, really interesting market, probably exceeded in interest only by Portugal. It will not surprise that we have a tremendous amount of investments in Portugal. We like what the government is doing and will not surprise me if we see in periphery countries really interesting financial services opportunities that will give us the opportunity to deploy capital and participate in these markets in a way we never could have imagined absent financial services dislocation. So I would say drivers of our PE business and to some extent our credit businesses shale gas, financial services reorganization, the U.S. and Europe really interesting places like Spain and Portugal.

Unidentified Analyst

And in Europe, do you see both opportunities to buy whole businesses in financial services or is it mostly buying – actually buying assets with your existing platform?

Marc Rowan

So there is the opportunity that we have seen so far has been the asset opportunity, the distressed asset opportunity which we have captured through our NPL funds and they have been – that has been a very good opportunity. I think the bigger opportunity just like I think in the U.S. from the regulatory change. I think the bigger opportunity is in Europe. I think the traditional banking system in Europe is going to shrink immensely. It is multiples the size of the U.S. banking system and I find it very hard for these big companies to play offense and defense at the same time and they are clearly playing defense today. I think there will be an opportunity for us to establish lending franchises on new assets in Europe where we will not get rich, but we will earn excess return because the market dynamic will allow us to earn excess return as traditional lenders pull away and as new lenders are now yet fully capitalized to take advantage of the lending opportunity. And just like in the U.S. where I think there are bunch of niche opportunities and so called alternatives in PE, but the mainstream opportunity that I see is the banking dislocations. I see exactly the same thing in Europe where I think there will be distressed opportunities, there will be NPL opportunities, there will be PE opportunities, but I think the name of the game will be building franchisers in this period of dislocation that will be around for a very, very longtime with long-term capital.

Unidentified Analyst

Great.

Unidentified Analyst

Thanks. Thanks a lot for your time.

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