Form: 8-K

Current report filing

June 11, 2020

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, par Depositary Shares, each representing a 1/1000th interest in a 5.625% Fixed Rate Perpetual Non-Cumulative Preference Share, Series B, par value $1.00 false 0001527469 --12-31 0001527469 2020-06-11 2020-06-11 0001527469 us-gaap:CommonClassAMember 2020-06-11 2020-06-11 0001527469 ahl:DepositarySharesEachRepresentingA11000thInterestInA6.35FixedToFloatingRatePerpetualNonCumulativePreferenceShareSeriesAParValue1.00PerShareMember 2020-06-11 2020-06-11 0001527469 ahl:DepositarySharesEachRepresentingA11000thInterestInA5.625FixedRatePerpetualNonCumulativePreferenceShareSeriesBParValue1.00PerShareMember 2020-06-11 2020-06-11

 

 

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): June 11, 2020

 

ATHENE HOLDING LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

001-37963

 

98-0630022

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

96 Pitts Bay Road

Pembroke, HM08, 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 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Class A common shares

 

ATH

 

New York Stock Exchange

Depositary Shares, each representing a 1/1000th interest in a 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Share, Series A, par value $1.00 per share

 

ATHPrA

 

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, par value $1.00 per share

 

ATHPrB

 

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 3.03 Material Modifications to Rights of Security Holders

On June 11, 2020, Athene Holding Ltd. (the “Company”) consummated its public offering of 24,000,000 depositary shares (the “Depositary Shares”), each of which represents a 1/1,000th interest in a share of its 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preference Shares, Series C, par value of $1.00 per share with a liquidation preference of $25,000 per share (equivalent to $25 per Depositary Share) (the “Preference Shares”).

Dividends on the Preference Shares will be payable on a non-cumulative basis only when, as and if declared, quarterly in arrears on the 30th day of March, June, September, and December of each year, commencing on September 30, 2020, at a rate equal to 6.375% of the liquidation preference per annum (equivalent to $1,593.75 per Series C Preference Share and $1.59375 per Depositary Share per annum) up to but excluding September 30, 2025. Beginning on September 30, 2025, any such dividends will be payable on a non-cumulative basis, only when, as and if declared by our Board of Directors or a duly authorized committee thereof, during each reset period, at a rate per annum equal to the Five-Year U.S. Treasury Rate as of the most recent reset dividend determination date (as described in the Company’s prospectus supplement dated June 4, 2020) plus 5.97% of the liquidation preference per annum.

In connection with such transaction, the Company adopted a Certificate of Designations (the “Certificate of Designations”) with respect to the Preference Shares. Pursuant to the Certificate of Designations, the Preference Shares rank senior to the Company’s common shares and any other junior shares and rank pari passu with the Series A Preference Shares and the Series B Preference Shares, as defined in the Certificate of Designations.

The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference herein. The form of share certificate for any Preference Shares that may be issued in certificated form is attached hereto as Exhibit 4.2 and incorporated by reference herein.

In connection with the issuance of the Depositary Shares, the Company entered into a Deposit Agreement, dated as of June 11, 2020 (the “Deposit Agreement”), by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the depositary receipts (the “Depositary Receipts”) evidencing the Depositary Shares. The Preference Shares were deposited against delivery of the Depositary Receipts pursuant to the Deposit Agreement. The Deposit Agreement is attached hereto as Exhibit 4.3 and the form of Depositary Receipt is attached hereto as Exhibit 4.4. The foregoing description of the Deposit Agreement is entirely qualified by reference to such exhibit, which is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bye-Laws

Item 3.03 above is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
No.

   

Description

         
 

  4.1

   

Certificate of Designations of 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preference Shares, Series C

         
 

  4.2

   

Form of Share Certificate evidencing 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preference Share, Series C

         
 

  4.3

   

Deposit Agreement, dated June 11, 2020, between the Company and Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts

         
 

  4.4

   

Form of Depositary Receipt (included in Exhibit 4.3)

         
 

  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 Limited (included in Exhibit 5.2)

         
 

104

   

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 hereunto duly authorized.

 

 

ATHENE HOLDING LTD.

             

Date: June 11, 2020

 

 

By:

 

/s/ John Golden

 

 

 

John Golden

 

 

 

Executive Vice President and General Counsel