Athene Holding Ltd. 7.250% Fixed-Rate Reset Junior Subordinate filed SEC Form 8-K: Creation of a Direct Financial Obligation, Other Events
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by Item 2.03 contained in Item 8.01 below is incorporated by reference herein.
| Item 8.01 | Other Events. |
On May 14, 2025, Athene Holding Ltd. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale by the Company of $1,000,000,000 aggregate principal amount of its 6.625% Senior Notes due 2055 (the “Notes”). The Notes were issued on May 19, 2025 pursuant to an Indenture, dated as of January 12, 2018, by and between the Company (as successor to Athene Holding Ltd., a Bermuda exempted company) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”) (as amended by the Eighth Supplemental Indenture, dated December 31, 2023, between the Company and the Trustee, the “Base Indenture”), as supplemented by the Tenth Supplemental Indenture, dated as of May 19, 2025, by and between the Company and the Trustee (the “Supplemental Indenture”).
The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a shelf registration statement on Form S-3 (File No. 333-276340), previously filed by the Company with the Securities and Exchange Commission under the Act (the “Registration Statement”). The foregoing description of the Notes and related agreements is qualified in its entirety by the terms of the Underwriting Agreement, the Base Indenture and the Supplemental Indenture (including the forms of the Notes). The Underwriting Agreement, the Base Indenture and the Supplemental Indenture (including the forms of the Notes) are filed as Exhibits 1.1, 4.1, 4.2 and 4.3 hereto, and are incorporated by reference herein. An opinion regarding the legality of the Notes is also filed as Exhibit 5.1, and is incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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| 4.3 | Tenth Supplemental Indenture, dated May 19, 2025, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee | |
| 4.4 | Form of 6.625% Senior Notes due 2055 (included in Exhibit 4.3) | |
| 5.1 | Opinion of Sidley Austin LLP | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ATHENE HOLDING LTD. | ||||||
| Date: May 19, 2025 | By: | /s/ Louis-Jacques Tanguy | ||||
| Louis-Jacques Tanguy | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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