8-K: Current report filing
Published on October 10, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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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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Securities registered pursuant to Section 12(b) of the Act:
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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. |
The information required by Item 2.03 contained in Item 8.01 below is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
Apollo Global Management, Inc. (“Apollo”), the parent company of Athene Holding Ltd. (the “Company”), will host a conference call to review Apollo’s financial results for the third quarter ended September 30, 2024 on November 5, 2024 at 8:30 a.m. ET via public webcast. During the conference call, Apollo senior management will provide information regarding the Company’s financial results for the third quarter ended September 30, 2024 and other business insights relating to the Company. The public webcast will be available at https://ir.apollo.com. A replay will be available at the same link one hour after the event.
The foregoing information is being furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing or document, except as shall be expressly set forth by specific reference in such a filing or document.
| Item 8.01 | Other Events. |
On October 7, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale by the Company of $600,000,000 aggregate principal amount of its 6.625% Fixed-Rate Reset Junior Subordinated Debentures due 2054 (the “Debentures”). The Debentures were issued on October 10, 2024 pursuant to an Indenture, dated as of March 7, 2024 (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the second supplemental indenture, dated as of October 10, 2024 (the “Second Supplemental Indenture”), by and between the Company and the Trustee. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Second Supplemental Indenture.
The Debentures will bear interest (i) from, and including, October 10, 2024 to, but excluding, October 15, 2034 (the “First Reset Date”) at the fixed rate of 6.625% per annum and (ii) from, and including, the First Reset Date, during each Reset Period, at a rate per annum equal to the Five-Year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus 2.607%, to be reset on each Reset Date. Interest on the Debentures will be payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2025.
The Debentures 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 Debentures and related agreements is qualified in its entirety by the terms of the Underwriting Agreement, the Indenture and the Second Supplemental Indenture (including the forms of the debentures). The Underwriting Agreement, the Indenture and the Second Supplemental Indenture (including the forms of the debentures) are filed as Exhibit 1.1, 4.1 and 4.2 hereto, and are incorporated by reference herein. An opinion regarding the legality of the Debentures 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.
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: October 10, 2024 | By: | /s/ Martin P. Klein |
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| Martin P. Klein | ||||||
| Executive Vice President and Chief Financial Officer | ||||||