Athene Holding Ltd. Form 8-K Summary
Business Context and Reporting Period
Company: Athene Holding Ltd.
Filing Date: December 12, 2023
Event: Approval of preliminary steps to redomesticate the company from Bermuda to the State of Delaware.
Context: Following a merger with Apollo Global Management, Inc., the Board of Directors approved the redomestication to rationalize the corporate structure. The transaction is expected to be completed by December 31, 2023, subject to final Board approval and other conditions.
Financial Metrics
This filing is a Current Report (Form 8-K) regarding a corporate structural change and does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Jurisdiction Change: The company will change its domicile from Bermuda to Delaware.
- Tax Status: Post-redomestication, the company will be treated as a domestic corporation for U.S. federal income tax purposes, subject to U.S. federal income tax.
- Security Identifiers: Existing Preference Shares (Series A through D) and their corresponding Depositary Shares will automatically convert to new CUSIPs after market close on the Effective Date. Senior Notes will retain their current CUSIPs.
- Shareholder Rights: No shareholder action is required. Existing economic rights remain unchanged.
Outlook, Risks, and Contingencies
- Operational Impact: Management does not expect the redomestication to adversely impact operations, the corporate tax profile, or the capital position.
- Tax Contingencies for U.S. Holders:
- U.S. holders with Preference Shares valued under $50,000 generally will not recognize gain or loss.
- U.S. holders with Preference Shares valued at $50,000 or more may recognize gain (but not loss) unless they make a specific election to include an "all earnings and profits amount" as a deemed dividend. The company does not expect to provide the substantiation required for this election.
- Tax Contingencies for Non-U.S. Holders: Dividends and interest may be subject to a 30% withholding tax (or lower treaty rate) and FATCA withholding, unless exceptions apply. Certain securities provide for additional payments if withholding taxes are imposed.
Key Facts for Investor Verification
- Verify the specific new CUSIP numbers for Preference Shares Series A, B, C, and D upon the Effective Date.
- Confirm the final completion date of the redomestication, currently targeted for December 31, 2023.
- Consult tax advisors regarding the specific tax consequences of the redomestication, particularly for U.S. holders with Preference Share holdings exceeding $50,000.
- Review the impact on dividend withholding for non-U.S. holders under FATCA and applicable tax treaties.