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Section 1: FWP (FWP)

FWP

Filed pursuant to Rule 433

Pricing Term Sheet, dated June 4, 2020 relating to

Preliminary Prospectus Supplement, dated June 4, 2020 to

Prospectus, dated January 3, 2018

Registration No. 333-222392

 

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Athene Holding Ltd.

Pricing Term Sheet

June 4, 2020

24,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a

Share of 6.375% Fixed-Rate Reset Perpetual Non-Cumulative

Preference Shares, Series C, Par Value $1.00 per share

(Liquidation Preference $25,000 per share)

This pricing term sheet supplements the preliminary prospectus supplement filed by Athene Holding Ltd. on June 4, 2020 relating to its prospectus dated January 3, 2018.

 

Issuer:    Athene Holding Ltd. (“Issuer”).
Security Type:    Depositary Shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Issuer’s 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preference Shares, Series C (the “Series C Preference Shares”).
Size:    24,000,000 Depositary Shares ($600,000,000 aggregate liquidation preference).
Over-allotment Option:    None.
Trade Date:    June 4, 2020.
Settlement Date*:    June 11, 2020 (T+5) (the “Settlement Date”).
Maturity:    Perpetual.
Liquidation Preference:    $25,000 per Series C Preference Share (equivalent to $25.00 per Depositary Share).
Anticipated Ratings (Fitch / S&P)**:    BBB- / BBB-.
First Reset Date:    September 30, 2025.
Reset Dates:    The First Reset Date and each date falling on the fifth anniversary of the preceding Reset Date.
Reset Period:    The period from, and including, the First Reset Date to, but excluding, the next following Reset Date; thereafter each period from, and including, each Reset Date to, but excluding, the next following Reset Date.


Dividend Payment Dates:    When, as and if declared by the Issuer’s board of directors or a duly authorized committee thereof, the Issuer will pay dividends on a non-cumulative basis, quarterly in arrears, on the 30th day of March, June, September and December of each year, commencing on September 30, 2020.
Dividend Period:    The period from, and including, a Dividend Payment Date to, but excluding, the next Dividend Payment Date; except that the initial Dividend Period will commence on and include the Settlement Date and will end on, but exclude, September 30, 2020.
Dividend Rate (Non-Cumulative):   

From and including the Settlement Date to, but excluding, the First Reset Date, only when, as and if declared, dividends will be payable on a non-cumulative basis, with respect to each Dividend Period, in an amount per share equal to 6.375% of the liquidation preference per annum (equivalent to $1,593.75 per Series C Preference Share and $1.59375 per Depositary Share per annum).

 

Commencing on the First Reset Date, only when, as and if declared, dividends will be payable on a non-cumulative basis, with respect to each Dividend Period during each Reset Period, at a rate per annum equal to the Five-year U.S. Treasury Rate as of the most recent dividend determination date (as described in the preliminary prospectus supplement) plus 5.97% of the liquidation preference per annum.

Day Count:    30/360.
Optional Redemption:   

The Issuer may redeem the Series C Preference Shares represented by the Depositary Shares in whole or in part, from time to time, during any Par Call Period (as defined below) at a redemption price equal to $25,000 per Series C Preference Share (equivalent to $25.00 per Depositary Share), plus the amount of declared and unpaid dividends, if any, without interest on such unpaid dividends.

 

In addition, the Issuer may redeem the Series C Preference Shares represented by the Depositary Shares in specified circumstances relating to certain tax events or corporate events or within 90 days following the occurrence of a “capital disqualification event” or the occurrence of a “rating agency event” (at such prices set forth and as each term is defined in the preliminary prospectus supplement).

 

Redemption may require the receipt of any required prior approval from the “capital regulator” and the satisfaction of any conditions to the redemption set forth in the capital guidelines and applicable regulations of the “capital regulator” (as each term is defined in the preliminary prospectus supplement).


Par Call Period:    The period from, and including, June 30 of each year in which there is a Reset Date (which is three months prior to the Reset Date in such year) to, and including, such Reset Date.
Public Offering Price:    $25.00 per Depositary Share / $600,000,000 total.
Underwriting Discount (Retail):    $0.7875 per Depositary Share / $11,633,107.50 total based on 14,772,200 Depositary Shares (Retail).
Underwriting Discount (Institutional):    $0.500 per Depositary Share / $4,613,900 total based on 9,227,800 Depositary Shares (Institutional).
Proceeds (after Underwriting Discount and Before Expenses) to the Issuer:    $583,752,992.50.
Expected Listing:    The Issuer intends to list the Depositary Shares on The New York Stock Exchange under the symbol “ATHPrC.”
CUSIP / ISIN for the Depositary Shares:    04686J 309 / US04686J3095.
Joint Book-Running Managers:   

Wells Fargo Securities, LLC

 

BofA Securities, Inc.

 

Morgan Stanley & Co. LLC

 

RBC Capital Markets, LLC

Joint Lead Managers:   

BMO Capital Markets Corp.

 

J.P. Morgan Securities LLC

 

*

The Issuer expects that delivery of the Depositary Shares will be made to investors on or about June 11, 2020 which will be the fifth business day following the date of this pricing term sheet (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on any date prior to the date that is two business days before delivery of the Depositary Shares will be required, by virtue of the fact that the Depositary Shares initially will settle T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.

**

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The rating of the Depositary Shares should be evaluated independently of any other security rating.

The Issuer has filed a shelf registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that shelf registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, a copy of the prospectus can be obtained by contacting Wells Fargo Securities, LLC toll-free at (800) 645-3751, BofA Securities, Inc. toll-free at (800) 294-1322, Morgan Stanley & Co. LLC toll-free at (866) 718-1649 or RBC Capital Markets, LLC toll-free at (866) 375-6829.


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