Athene Holding Ltd. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Athene Holding Ltd. on September 16, 2019, with the earliest event reported on that date. The filing details the consummation of a public offering of perpetual non-cumulative preference shares.
Key Financial Metrics and Transaction Details
The filing does not provide standard operating metrics such as revenue, profit, cash flow, or margins. The primary financial event reported is the issuance of 13,800,000 Depositary Shares, representing a 1/1,000th interest in 5.625% Fixed Rate Perpetual Non-Cumulative Preference Shares, Series B.
- Shares Issued: 13,800,000 Depositary Shares (including 1,800,000 from the underwriters' option).
- Liquidation Preference: $25,000 per Preference Share ($25 per Depositary Share).
- Dividend Rate: 5.625% per annum ($1.40625 per Depositary Share).
- Dividend Payment Schedule: Quarterly in arrears, commencing December 30, 2019.
- Seniority: Preference Shares rank senior to common shares and pari passu with Series A Preference Shares.
Material Changes
The material change reported is the expansion of the Company's capital structure through the issuance of Series B Preference Shares. This transaction modifies the rights of security holders by introducing a new class of perpetual equity with fixed dividend obligations that rank senior to common equity.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard terms of the preference shares. The dividends are non-cumulative, meaning if the Company fails to declare a dividend, it does not accrue for future payment. The transaction was executed under an Underwriting Agreement with Wells Fargo Securities, BofA Securities, UBS Securities, and RBC Capital Markets.
Key Facts for Investor Verification
- Verify the total capital raised by multiplying the 13,800,000 Depositary Shares by the offering price (not explicitly stated in this text, though liquidation preference is $25).
- Confirm the impact of the new 5.625% dividend obligation on the Company's future cash flow requirements.
- Review the attached Certificate of Designations (Exhibit 4.1) for specific redemption rights and conversion features not detailed in the summary.
- Note that the underwriters' option was fully exercised, adding 1,800,000 shares to the initial offering.