ATHENE HOLDING LTD. (NYSE:ATH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement.

In connection with the closing of the AGER Offering (as defined below) (the “Closing”), as discussed under Item 8.01 below, on January 1, 2018, Athene Holding Ltd. (the “Company”) entered into that certain Cooperation Agreement (the “Cooperation Agreement”), dated January 1, 2018, between it and AGER Bermuda Holding Ltd. (“AGER”). to the Cooperation Agreement, among other things, (i) the Company will have the right to reinsure approximately 20% of the spread business written or reinsured by any insurance or reinsurance company owned or acquired by AGER, (ii) AGER’s insurance subsidiaries will be required to purchase certain funding agreements and/or other spread instruments issued by the Company’s insurance subsidiaries, (iii) the Company will provide AGER and its European operations (the “AGER Group”) with a right of first refusal to pursue acquisition and reinsurance transactions in Europe (other than the United Kingdom) and (iv) the AGER Group will provide the Company and its subsidiaries with a right of first refusal to pursue acquisition and reinsurance transactions in North America and the United Kingdom.

The foregoing description of the Cooperation Agreement is not complete and is qualified in its entirety by reference to the Cooperation Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

As previously reported, on April 14, 2017 (the “Subscription Date”), in connection with a private offering, AGER entered into subscription agreements with the Company, certain affiliates of Apollo Global Management, LLC (“Apollo”) and a number of other third-party investors to which AGER secured commitments from such parties to purchase new common shares in AGER (the “AGER Offering”), subject to required regulatory approval and certain other customary closing conditions.

On November 28, 2017, the AGER board of directors approved resolutions authorizing the Closing to occur on January 1, 2018 and approving a capital call from all of the AGER investors, excluding the Company. In connection with the Closing and the issuance of shares in respect of the capital call, each of which occurred on January 1, 2018, the Company’s equity interest in the AGER Group was exchanged for 9,000,000 common shares of AGER equity securities. As a result, the Company’s interest in AGER was reduced below 50% of the economic and voting interests in the AGER Group, such that the AGER Group is now held by the Company as an investment rather than as consolidated subsidiaries of the Company.

AGER previously was a wholly-owned subsidiary of the Company. As of the Closing on January 1, 2018, the Company holds 10% of the aggregate voting power of and less than 50% of the economic interest in AGER’s equity securities, and two employees of the Company have been elected to serve on AGER’s board of directors.

Athene Holding Ltd Exhibit
EX-10.1 2 ager-cooperationagreement.htm EXHIBIT 10.1 Exhibit EXECUTION VERSION ACTIVE 217532952v.34COOPERATION AGREEMENT BY AND BETWEENAGER BERMUDA HOLDING LTD.ANDATHENE HOLDING LTD.DATED AS OF JANUARY 1,…
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About ATHENE HOLDING LTD. (NYSE:ATH)

Athene Holding Ltd. (Athene Holding) is a Bermuda-based life insurance holding company. The Company is principally focused on the retirement market and whose business, through its subsidiaries, is focused on issuing or reinsuring fixed and equity indexed annuities. Athene Holding’s subsidiaries are Athene Annuity & Life Assurance Company, Athene Life Insurance Company, Investors Insurance Corp, and Athene Life Re Ltd. The products offered by Athene Holding, through its subsidiaries, include retail fixed and equity indexed annuity products; institutional products, such as funding agreements, and co-insurance and reinsurance arrangements with third-party life insurance and annuity providers. Assets of Athene Holding’s subsidiaries are managed by Athene Asset Management LLC.