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 December 14, 2020, 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 Capital Structure
The filing does not provide standard operating metrics such as revenue, profit, cash flow, or margins. Instead, it focuses on a specific capital raise transaction:
- Instrument Issued: 23,000,000 Depositary Shares (including 1,000,000 from the underwriters' partial exercise of an option).
- Underlying Security: 4.875% Fixed-Rate Perpetual Non-Cumulative Preference Shares, Series D.
- Liquidation Preference: $25,000 per Preference Share (equivalent to $25 per Depositary Share).
- Dividend Rate: 4.875% per annum ($1,218.75 per Preference Share; $1.21875 per Depositary Share).
- Dividend Payment Schedule: Quarterly in arrears, commencing March 30, 2021.
- Trading Symbol: ATHPrD on the New York Stock Exchange.
Material Changes
The primary material change is the expansion of the Company's capital structure through the issuance of Series D Preference Shares. These shares rank senior to Class A common shares and pari passu with existing Series A, B, and C Preference Shares. The transaction was consummated on December 18, 2020, following an underwriting agreement entered into on December 14, 2020.
Outlook, Risks, and Management Commentary
The filing does not contain forward-looking guidance on revenue or earnings. Key structural details include:
- Non-Cumulative Dividends: Dividends are payable only when, as, and if declared by the board of directors.
- Underwriters: BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and Wells Fargo Securities, LLC.
- Regulatory Basis: The offering was made pursuant to a shelf registration statement on Form S-3 filed in 2018 and a prospectus supplement filed on December 14, 2020.
Investor Verification Checklist
- Verify the exact number of shares sold (23,000,000) and the total gross proceeds raised (not explicitly stated in the text, but calculable as 23,000,000 shares x $25).
- Confirm the dividend payment dates and the non-cumulative nature of the Series D shares.
- Review the Certificate of Designations (Exhibit 4.1) for specific rights, preferences, and limitations of the Series D shares.
- Check the Deposit Agreement (Exhibit 4.3) for terms regarding the depositary receipts.