| Item 3.03 | Material Modifications to Rights of Security Holders |
On December 12, 2022, Athene Holding Ltd. (the “Company”) consummated its public offering of 20,000,000 depositary shares (the “Depositary Shares”), each of which represents a 1/1,000th interest in a share of its 7.750% Fixed-Rate Reset Perpetual Non-Cumulative Preference Shares, Series E, 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 March 30, 2023, at a rate equal to 7.750% of the liquidation preference per annum (equivalent to $1,937.50 per Preference Share and $1.93750 per Depositary Share per annum) up to but excluding December 30, 2027. Beginning on December 30, 2027, 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 December 5, 2022) plus 3.962% 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 Class A common shares and any other junior shares and rank pari passu with the Series A Preference Shares, the Series B Preference Shares, the Series C Preference Shares and the Series D Preference Shares, each 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 December 12, 2022 (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.
On December 5, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC as representatives of the several underwriters (the “Underwriters”) named therein, relating to the issuance and sale by the Company of the Preference Shares (the “Offering”). A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Offering was made pursuant to a shelf registration statement on Form S-3 (No. 333-261531) and the prospectus included therein filed with the United States Securities and Exchange Commission (the “Commission”) on December 8, 2021 and a prospectus supplement filed with the Commission on December 7, 2022.
