Athene Holding Ltd. (“Athene”) announced the expiration and results of Athene Global Funding’s (the “Issuer”) previously announced offers to purchase for cash (i) with respect to Series 2022-6 (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 (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”).
“We’re pleased with the results of this first-of-its-kind tender offer for a Funding Agreement Backed Note and the market focus it brought to our program,” said Grant Kvalheim, President of Athene Holding.
The Series 2022-6 Offer and the Series 2020-5 Offer were two separate offers.
The Offers were made upon the terms and subject to the conditions set forth in separate offers to purchase, each dated September 6, 2022 (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.
Each of the Offers expired at 5:00 p.m., New York City time, on September 12, 2022 (the "Expiration Time"). The Settlement Date is expected to be September 13, 2022, which is the first business day after the Expiration Time. The guaranteed delivery procedures must be completed by 5:00 p.m., New York City time, on September 14, 2022 (the “Guaranteed Delivery Time”), which is the second business day after the Expiration Time.
According to information provided by Global Bondholder Services Corporation, the information agent and tender agent in connection with the Offers, (i) (a) $260,105,000 aggregate principal amount of the Series 2022-6 Notes were validly tendered at or prior to the Expiration Time and were not validly withdrawn and (b) $174,000 aggregate principal amount of the Series 2022-6 Notes were tendered pursuant to the guaranteed delivery procedures and remain subject to the Holders’ performance of the delivery requirements under such procedures and (ii) (a) $238,143,000 aggregate principal amount of the Series 2020-5 Notes were validly tendered at or prior to the Expiration Time and were not validly withdrawn and (b) $796,000 aggregate principal amount of the Series 2020-5 Notes were tendered pursuant to the guaranteed delivery procedures and remain subject to the Holders’ performance of the delivery requirements under such procedures. The table below provides the aggregate principal amount of the Series 2022-6 Notes and Series 2020-5 Notes validly tendered and not validly withdrawn at or prior to the Expiration Time.
With respect to each Offer, the Issuer expects to accept, on the applicable Settlement Date or Guaranteed Delivery Time (as applicable), all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time, including Notes delivered in accordance with the guaranteed delivery procedures. Upon the terms and subject to the conditions set forth in the applicable Tender Offer Documents, Holders who (i) validly tendered Notes at or prior to the Expiration Time (and did not validly withdraw such Notes at or prior to the Expiration Time) or (ii) delivered a properly completed and duly executed Notice of Guaranteed Delivery (or complied with ATOP procedures applicable to guaranteed delivery) and all other required documents at or prior to the Expiration Time and validly tendered 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 specified above for each $1,000 principal amount of Notes, which will be payable in cash.
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 (“Accrued Interest”). 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 certain conditions. 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.
The Issuer 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 was 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.
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 was made solely pursuant to its respective Offer to Purchase. Neither of the Offers was 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 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 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.
