Current Report Filing (8-k)
21 Novembre 2022 - 11:18PM
Edgar (US Regulatory)
Athene Holding Ltd Depositary Shares,
each representing a 1/1000th interest in a 6.35% Fixed-to-Floating
Rate Perpetual Non-Cumulative Preference Share, Series A Depositary
Shares, each representing a 1/1000th interest in a 5.625% Fixed
Rate Perpetual Non-Cumulative Preference Share, Series B Depositary
Shares, Each Representing a 1/1,000th Interest in a 6.375%
Fixed-Rate Reset Perpetual Non-Cumulative Preference Share, Series
C Depositary Shares, Each Representing a 1/1,000th Interest in a
4.875% Fixed-Rate Perpetual Non-Cumulative Preference Share, Series
D false 0001527469 0001527469 2022-11-16 2022-11-16 0001527469
ahl:DepositarySharesEachRepresentingA11000thInterestInA6.35FixedToFloatingRatePerpetualNonCumulativePreferenceShareSeriesAMember
2022-11-16 2022-11-16 0001527469
ahl:DepositarySharesEachRepresentingA11000thInterestInA5.625FixedRatePerpetualNonCumulativePreferenceShareSeriesBMember
2022-11-16 2022-11-16 0001527469
ahl:DepositarySharesEachRepresentingA11000thInterestInA6.375FixedRateResetPerpetualNonCumulativePreferenceShareSeriesCMember
2022-11-16 2022-11-16 0001527469
ahl:DepositarySharesEachRepresentingA11000thInterestInA4.875FixedRatePerpetualNonCumulativePreferenceShareSeriesDMember
2022-11-16 2022-11-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16,
2022
ATHENE HOLDING
LTD.
(Exact name of registrant as specified in its charter)
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Bermuda |
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001-37963 |
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98-0630022 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
Second Floor, Washington House
16 Church Street
Hamilton, HM11, Bermuda
(Address of principal executive offices and zip code)
(441) 279-8400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Depositary Shares, each representing
a 1/1000th interest in a 6.35% Fixed-to-Floating Rate Perpetual
Non-Cumulative Preference
Share, Series A |
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ATHPrA |
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New York Stock Exchange |
Depositary Shares, each representing
a 1/1000th interest in a 5.625% Fixed Rate Perpetual Non-Cumulative Preference Share, Series
B |
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ATHPrB |
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New York Stock Exchange |
Depositary Shares, Each Representing
a 1/1,000th Interest in a 6.375% Fixed-Rate Reset Perpetual
Non-Cumulative Preference
Share, Series C |
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ATHPrC |
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New York Stock Exchange |
Depositary Shares, Each Representing
a 1/1,000th Interest in a 4.875% Fixed-Rate Perpetual Non-Cumulative Preference Share, Series
D |
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ATHPrD |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet
Arrangement of a Registrant.
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The information required by Item 2.03 contained in Item 8.01 below
is incorporated by reference herein.
On November 16, 2022, Athene Holding Ltd. (the “Company”)
entered into an Underwriting Agreement by and among the Company and
Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman
Sachs & Co. LLC and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein (the
“Underwriters”), relating to the issuance and sale by the Company
of $400,000,000 aggregate principal amount of its 6.650% Senior
Notes due 2033 (the “Notes”). The Notes were issued on
November 21, 2022 pursuant to an Indenture, dated as of
January 12, 2018, by and between the Company and U.S. Bank
Trust Company, National Association, as successor in interest to
U.S. Bank National Association, as trustee (the “Trustee”), as
supplemented by the Sixth Supplemental Indenture, dated as of
November 21, 2022, by and between the Company and the Trustee.
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. 333-261531), previously filed
by the Company with the Securities and Exchange Commission under
the Act.
Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No. |
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Description
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1.1 |
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Underwriting Agreement, dated November 16,
2022, by and among Athene Holding Ltd. and Morgan
Stanley & Co. LLC, BofA Securities, Inc., Goldman
Sachs & Co. LLC and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein |
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4.1 |
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Indenture for Debt Securities by and between Athene Holding Ltd.
and U.S. Bank Trust Company, National Association, as successor in
interest to U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.5 to the Form
S-3 filed on
January 3, 2018) |
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4.2 |
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Sixth
Supplemental Indenture, dated November 21, 2022, by and
between Athene Holding Ltd. and U.S. Bank Trust Company, National
Association, as trustee |
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4.3 |
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Form of
6.650% Senior Notes due 2033 (included in
Exhibit 4.2) |
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5.1 |
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Opinion
of Conyers Dill & Pearman Limited |
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5.2 |
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Opinion
of Sidley Austin LLP |
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23.1 |
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Consent
of Conyers Dill & Pearman Limited (included in
Exhibit 5.1) |
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23.2 |
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Consent
of Sidley Austin LLP (included in Exhibit 5.2) |
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104 |
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Cover Page Interactive Data File
(embedded within the Inline XBRL document) |
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.
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ATHENE HOLDING LTD. |
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Date: November 21, 2022 |
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By: |
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/s/ John Golden
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John Golden |
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Executive Vice President and
General Counsel |
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