| 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.
On February 29, 2024, Athene Holding Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities 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 $575,000,000 aggregate principal amount of its 7.250% Fixed-Rate Reset Junior Subordinated Debentures due 2064 (the “Debentures”) (including $75,000,000 aggregate principal amount of Debentures relating to the Underwriters’ option to purchase additional Debentures solely to cover over-allotments). The Debentures were issued on March 7, 2024 pursuant to an Indenture, dated as of March 7, 2024 (the “Original Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of March 7, 2024 (the “First Supplemental Indenture,” and the Original Indenture, as supplemented by the First Supplemental Indenture, the “Indenture”) by and between the Company and the Trustee.
The Debentures will bear interest at a fixed rate of 7.250% per year until March 30, 2029 (the “First Reset Date”). On and after the First Reset Date, the interest rate on the Debentures during each Reset Period (as defined in the Indenture) will be equal to the Five-Year U.S. Treasury Rate (as defined in the Indenture) as of the most recent Reset Interest Determination Date (as defined in the Indenture) plus a spread of 2.986%.
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 First Supplemental Indenture (including the forms of the Debentures). The Underwriting Agreement, the Indenture and the First 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.
