SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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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|| |
On May 20, 2021, Athene Holding Ltd. (the “Company”) entered into an Underwriting Agreement by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, 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 $500,000,000 aggregate principal amount of its 3.950% Senior Notes due 2051 (the “Notes”). The Notes were issued on May 25, 2021 pursuant to an Indenture, dated as of January 12, 2018, by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated as of May 25, 2021, 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. 333-256274), previously filed by the Company with the Securities and Exchange Commission under the Act.
|Item 9.01|| |
Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated May 20, 2021, by and among Athene Holding Ltd. and BofA Securities, Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein|
|4.1||Indenture for Debt Securities by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Form S-3 filed on January 3, 2018)|
|4.2||Fourth Supplemental Indenture, dated May 25, 2021, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee|
|4.3||Form of 3.950% Senior Notes due 2051 (included in Exhibit 4.2)|
|5.1||Opinion of Conyers Dill & Pearman Limited|
|5.2||Opinion of Sidley Austin LLP|
|23.1||Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)|
|23.2||Consent of Sidley Austin LLP (included in Exhibit 5.2)|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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 25, 2021||By:|
|Executive Vice President and General Counsel|