Athene Holding Ltd. (“Athene”) announced today that Athene Global
Funding (the “Issuer”) (i) with respect to Series 2022-6, has
commenced its offer to purchase (the “Series 2022-6 Offer”)
$500,000,000 aggregate principal amount of its Series 2022-6 3.205%
senior secured medium term notes due 2027 (the “Series 2022-6
Notes”) and (ii) with respect to Series 2020-5, has commenced its
offer to purchase (the “Series 2020-5 Offer” and, together with the
Series 2022-6 Offer, the “Offers”) $650,000,000 aggregate principal
amount of its Series 2020-5 2.450% senior secured medium term notes
due 2027 (the “Series 2020-5 Notes” and, together with the Series
2022-6 Notes, the “Notes”).
“The first-of-its kind tender offer for a
Funding Agreement Backed Note (“FABN”) reflects our belief that
secondary market spreads for certain previously-issued FABN’s do
not accurately represent Athene’s strong credit metrics, or the
recent material improvements in our credit ratings, including an
upgrade from Fitch to A+ and the addition of an A1 rating from
Moody’s,” said Grant Kvalheim, President of Athene Holding.
The Series 2022-6 Offer and the Series 2020-5
Offer are two separate offers. The procedures for tendering the
Series 2022-6 Notes in the Series 2022-6 Offer and tendering the
Series 2020-5 Notes in the Series 2020-5 Offer are separate.
These Offers are made upon the terms and subject
to the conditions set forth in separate offers to purchase, each
dated September 6, 2022 (as may be amended or supplemented from
time to time, each, an “Offer to Purchase”), and their accompanying
notices of guaranteed delivery (each, a “Notice of Guaranteed
Delivery” and, together with the applicable Offers to Purchase, the
“Tender Offer Documents”). Capitalized terms used but not defined
in this announcement have the meanings given to them in the Offers
to Purchase.
All documentation relating to each of the
Offers, including the Offers to Purchase and the Notices of
Guaranteed Delivery, together with any updates, are available from
the Information Agent and the Tender Agent (as defined below), as
set forth below, and will also be available via the Offer Website:
https://gbsc-usa.com/registration/athene. Holders are urged to
contact the Information Agent and the Tender Agent for the relevant
announcements relating to the Offers.
Series 2022-6 Tender Offer |
Title of Security |
CUSIP Number / ISIN |
Principal Amount Outstanding |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread |
3.205% Senior Secured Medium-Term Notes due March 2027 |
04685A3L3/US04685A3L31 (144A)04686E3S9/US04686E3S91 (Reg S) |
$500,000,000 |
3.125% UST due 8/31/2027 |
PX1 |
185 bps |
Series 2020-5 Tender Offer |
Title of Security |
CUSIP Number / ISIN |
Principal Amount Outstanding |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread |
2.450% Senior Secured Medium-Term Notes due August 2027 |
04685A2P5/US04685A2P53 (144A)04686E2S0/US04686E2R28(Temporary Reg
S)04686E2R2/US04686E2R28 (Permanent Reg S) |
$650,000,000 |
3.125% UST due 8/31/2027 |
PX1 |
185 bps |
Timetable for the Offers
Date |
Calendar Date and Time |
Commencement of the Offers |
September 6, 2022 |
Price Determination Dates |
2:00 p.m., New York City time, on September 12, 2022, unless
extended. |
Withdrawal Times |
5:00 p.m., New York City time, on September 12, 2022, unless
extended. |
Expiration Times |
5:00 p.m., New York City time, on September 12, 2022, unless
extended. |
Settlement Dates |
With respect to each Offer, the Settlement Date is expected to be
September 13, 2022, which is the first business day after the
Expiration Time, unless the Expiration Time is extended or the
Offer is terminated earlier. |
Guaranteed Delivery Times |
With respect to each Offer, the Guaranteed Delivery Time is
expected to be 5:00 p.m., New York City time, on September 14,
2022, which is the second business day after the Expiration Time,
unless the Expiration Time is extended or the Offer is terminated
earlier. |
Guaranteed Delivery Settlement Dates
|
With respect to each Offer, the Guaranteed Delivery Settlement Date
is expected to be September 15, 2022, which is the third business
day after the Expiration Time, unless the Expiration Time is
extended or the Offer is terminated earlier. |
Purpose of the Offers
The purpose of the Series 2022-6 Offer is to
acquire the Series 2022-6 Notes. The Issuer intends to utilize
funds paid by Athene Annuity and Life Company (“AAIA”), as the
provider of the Funding Agreement with respect to the Series 2022-6
Notes, to the Series Beneficial Owner of the Issuer to pay the
consideration payable to purchase the Series 2022-6 Notes validly
tendered and accepted for purchase in the Series 2022-6 Offer.
The purpose of the Series 2020-5 Offer is to
acquire the Series 2020-5 Notes. The Issuer intends to utilize
funds paid by Athene Annuity & Life Assurance Company (“AADE”),
as the provider of the Funding Agreement with respect to the Series
2020-5 Notes, to the Series Beneficial Owner of the Issuer to pay
the consideration payable to purchase the Series 2020-5 Notes
validly tendered and accepted for purchase in the Series 2020-5
Offer.
Notes that are accepted in the Offers will be
purchased, retired and cancelled by the Issuer and will no longer
remain outstanding obligations of the Issuer. The Series 2022-6
Offer is not conditioned upon the Series 2020-5 Tender Offer and
the Series 2020-5 Offer is not conditioned on the Series 2022-6
Offer.
Details of the Offer
Each Offer will expire at 5:00 p.m., New York
City time, on September 12, 2022, unless such Offer is extended or
earlier terminated (the “Expiration Time”). Tendered Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on
September 12, 2022, or if an Offer is extended, the 10th business
day after the commencement of such Offer (the “Withdrawal Time”),
but not thereafter, except as required by applicable law as
described in each of the Offers to Purchase. Notes tendered
pursuant to the Offers may also be withdrawn at any time after the
60th business day after commencement of the Offers if for any
reason the Offers have not been consummated within 60 business days
of commencement.
To validly tender Notes held through DTC
pursuant to the Offers, an Agent’s Message and any other required
documents must be received by the Tender Agent at or prior to the
Expiration Time or, if pursuant to the guaranteed delivery
procedures, at or prior to 5:00 p.m., New York City time, on
September 14, 2022 (the “Guaranteed Delivery Time”).
Upon the terms and subject to the conditions set
forth in the Tender Offer Documents, Holders who (i) validly tender
Notes at or prior to the Expiration Time (and do not validly
withdraw such Notes at or prior to the Withdrawal Time) or (ii)
deliver a properly completed and duly executed Notice of Guaranteed
Delivery (or comply with ATOP procedures applicable to guaranteed
delivery) and all other required documents at or prior to the
Expiration Time and validly tender their Notes at or prior to the
Guaranteed Delivery Time pursuant to the guaranteed delivery
procedures, and, in each case, whose Notes are accepted for
purchase by the Issuer, will receive the applicable Tender Offer
Consideration for each $1,000 principal amount of Notes, which will
be payable in cash. Subject to the terms and conditions of each
applicable Offer being satisfied or waived, the Issuer will accept
and pay for all validly tendered and not validly withdrawn
Notes.
The Tender Offer Consideration payable for the
Notes will be a price per $1,000 principal amount of Notes that is
accepted for purchase equal to an amount determined in the manner
described in each of the Offers to Purchase by reference to the
applicable Fixed Spread for the Notes specified in each of the
Offers to Purchase plus the yield to maturity on the U.S. Treasury
Reference Security based on the applicable bid-side price of the
U.S. Treasury Reference Security specified in each of the Offers to
Purchase at 2:00 p.m., New York City time, on the Price
Determination Date.
In addition to the applicable Tender Offer
Consideration, Holders whose Notes are accepted for purchase by the
Issuer will receive the accrued interest in respect of their Notes
from the last interest payment date of the Notes to, but not
including, the applicable Settlement Date. Interest on the Notes
will cease to accrue on the Settlement Date for all Notes accepted
in the Offers, including those tendered through the guaranteed
delivery procedures.
Each of the Offers is subject to the
satisfaction of certain conditions as more fully described under
the heading “The Offer—Conditions to the Offer” in each of the
Offers to Purchase. Subject to applicable law and limitations
described in each of the Offers to Purchase, the applicable Issuer
may waive any of the conditions in its sole discretion. The
Issuer’s obligation to accept and pay for Notes validly tendered
and not validly withdrawn is conditioned on the General Conditions
having been satisfied.
For further details on the procedures for
tendering the 2022-6 Notes and the 2020-5 Notes, please refer to
the applicable Offer to Purchase, including the procedures set out
under the heading “The Offer—Procedures for Tendering Notes” in
each of the Offers to Purchase.
The Issuer has retained Deutsche Bank Securities
Inc. (“Deutsche Bank”) and Morgan Stanley & Co. LLC (“Morgan
Stanley”) to act as the Dealer Managers in connection with the
Offers (the “Dealer Managers”). Questions regarding terms and
conditions of the Offers should be directed to Deutsche Bank at 1
Columbus Circle, New York, New York 10019, Attention: Liability
Management Group or at (212) 250-2955 (collect) or (866) 627-0391
(toll free); or to Morgan Stanley at 1585 Broadway, New York, New
York 10036, Attention: Liability Management Group or at (212)
761-1057 (collect) or (800) 624-1808 (toll free).
Global Bondholder Services Corporation has been
appointed as information agent and tender agent (the “Information
Agent and Tender Agent”) in connection with the Offers. Questions
or requests for assistance in connection with the Offers, or for
additional copies of the Tender Offer Documents, may be directed to
the Information Agent and Tender Agent at (212) 430-3774 for banks
and brokers or (855) 654-2015 for holders (toll free), or via
e-mail at contact@gbsc-usa.com. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers. The Tender Offer Documents can be
accessed at the Offer Website:
https://gbsc-usa.com/registration/athene.
With respect to each Offer, the Issuer reserves
the right, in its sole discretion, not to purchase any of the
Series 2022-6 Notes or the Series 2020-5 Notes, as applicable, or
to extend, withdraw or terminate either or both of the Offers and
to amend or waive any of the terms and conditions of either or both
of the Offers in any manner, subject to applicable laws and
regulations.
Holders of the 2022-6 Notes and the 2020-5 Notes
are advised to read carefully the applicable Offer to Purchase for
full details of and information on the procedures for participating
in the applicable Offer.
Holders are advised to check with any bank,
securities broker or other intermediary through which they hold the
Notes when such intermediary would require to receive instructions
from a Holder in order for that the Holder to be able to
participate in the Offers before the deadlines specified above. The
deadline set by any such intermediary may be earlier than the
relevant deadlines specified above.
Disclaimer
This announcement must be read in conjunction
with each of the Offers to Purchase. This announcement and the
Offers to Purchase contain important information which should be
read carefully before any decision is made with respect to the
Offers. You are recommended to seek your own financial, legal and
tax advice, including as to any tax consequences, immediately from
your broker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in either of the
Offers.
None of the Issuer, AAIA, AADE, the Dealer
Managers, the Trustee, the Information Agent and Tender Agent or
any of their respective directors, officers, employees, agents or
affiliates makes any recommendation as to whether or not Holders
should tender their Notes in either of the Offers.
General
Neither this announcement nor the Offers to
Purchase, or the electronic transmission thereof, as applicable,
constitutes a solicitation for acceptance of the Offers. This
announcement is for informational purposes only. This announcement
is not an offer to purchase or a solicitation of an offer to sell
any Notes or any other securities of the Issuer, AAIA, AADE or any
of their respective subsidiaries or affiliates. Each of the Offers
is being made solely pursuant to their respective Offers to
Purchase. Neither of the Offers is being made to Holders of Notes
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the securities laws
or blue sky laws require the Offers to be made by a licensed broker
or dealer, the Offers will be deemed to be made on behalf of the
Issuer by the Dealer Managers or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
No action has been or will be taken in any
jurisdiction that would permit the possession, circulation or
distribution of either this announcement, the Offers to Purchase or
any material relating to AAIA, AADE or the Notes in any
jurisdiction where action for that purpose is required.
Accordingly, neither this announcement, the Offers to Purchase nor
any other offering material or advertisements in connection with
the Offers may be distributed or published, in or from any such
country or jurisdiction, except in compliance with any applicable
rules or regulations of any such country or jurisdiction. Persons
into whose possession this announcement or the Offers to Purchase
come are required by the Issuer, the Dealer Managers and the
Information Agent and Tender Agent to inform themselves about, and
to observe, any such restrictions.
While the Issuer is not aware of any
jurisdiction where the making of the Offers is not in compliance
with applicable law, if the Issuer becomes aware of any such
jurisdiction, the Issuer will make a good faith effort to comply
with applicable law or seek to have such law declared inapplicable
to the Offers. If, after such good faith effort, the Issuer cannot
comply with any such law, the Offers will not be made to (nor will
tenders be accepted from or on behalf of) Holders residing in such
jurisdiction.
Each Holder participating in the Offers will
give certain representations in respect of the jurisdictions
referred to above and generally as set forth in the Offers to
Purchase and related documents. Any tender of Notes pursuant to the
Offers from a Holder that is unable to make these representations
will not be accepted. Each of the Issuer, the Dealer Managers and
the Information Agent and Tender Agent reserves the right, in its
absolute discretion, to investigate, in relation to any tender of
Notes pursuant to the Offers, whether any such representation given
by a Holder is correct and, if such investigation is undertaken and
as a result the Issuer determines (for any reason) that such
representation is not correct, such tender shall not be
accepted.
Forward-Looking Statements
This press release contains, and certain oral
statements made by Athene's representatives from time to time may
contain, forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such statements are
subject to risks and uncertainties that could cause actual results,
events and developments to differ materially from those set forth
in, or implied by, such statements. These statements are based on
the beliefs and assumptions of Athene's management and the
management of Athene's subsidiaries. Generally, forward-looking
statements include actions, events, results, strategies and
expectations and are often identifiable by use of the words
“believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,”
“estimates,” “projects,” “may,” “will,” “could,” “might,” "should,"
or “continues” or similar expressions. Forward-looking statements
within this press release include, but are not limited to,
statements regarding future growth prospects and financial
performance. Factors that could cause actual results, events and
developments to differ include, without limitation: the accuracy of
Athene's assumptions and estimates; Athene's ability to maintain or
improve financial strength ratings; Athene's ability to manage its
business in a highly regulated industry; regulatory changes or
actions; the impact of Athene's reinsurers failing to meet their
assumed obligations; the impact of interest rate fluctuations;
changes in the federal income tax laws and regulations; the
accuracy of Athene's interpretation of the Tax Cuts and Jobs Act;
litigation (including class action litigation), enforcement
investigations or regulatory scrutiny; the performance of third
parties; the loss of key personnel; telecommunication, information
technology and other operational systems failures; the continued
availability of capital; new accounting rules or changes to
existing accounting rules; general economic conditions; Athene's
ability to protect its intellectual property; the ability to
maintain or obtain approval of the Delaware Department of
Insurance, the Iowa Insurance Division and other regulatory
authorities as required for Athene's operations; the failure to
realize the expected benefits from the merger with Apollo Global
Management; and other factors discussed from time to time in
Athene's filings with the SEC, including its annual report on Form
10-K for the year ended December 31, 2021, its quarterly report on
Form 10-Q for the quarter ended March 31, 2022, its quarterly
report on Form 10-Q for the quarter ended June 30, 2022, and its
other SEC filings, which can be found at the SEC’s website
www.sec.gov. All forward-looking statements described herein are
qualified by these cautionary statements and there can be no
assurance that the actual results, events or developments
referenced herein will occur or be realized. Athene does not
undertake any obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results.
About AtheneAthene, through its subsidiaries,
is a leading financial services company specializing in retirement
services with total assets of $234.3 billion as of June 30, 2022
and operations in the United States, Bermuda, and Canada. Athene
specializes in helping its customers achieve financial security and
is a solutions provider to institutions. Founded in 2009, Athene is
Driven to Do More for our policyholders, business partners,
shareholders, and the communities in which we work and live. For
more information, please visit www.athene.com.
Contacts:
InvestorsAlex
Pelzar +1
917 472
4186 apelzar@apollo.com
Media ContactKelly Woerdehoff+1 515 342
5144kwoerdehoff@athene.com
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