Athene Launches Preferred Stock Offering

PEMBROKE, Bermuda–(BUSINESS WIRE)–Athene Holding Ltd. (“Athene”) (NYSE: ATH), a leading provider of
retirement savings products, is launching an opportunistic offering of
preference shares (to be represented by depositary shares).

Athene has previously stated its desire to support a growing number of
capital deployment opportunities, including continuing profitable
organic growth, acting as a solutions provider within the restructuring
life insurance industry, maintaining capital for opportunistic asset
purchases, and repurchasing common stock at compelling levels of
risk-reward, all while preserving balance sheet strength. To help
accomplish these objectives, Athene is launching a preferred stock
offering and has filed a preliminary prospectus. The completion of the
preferred stock offering will be contingent upon market conditions and
terms received.

The Company intends to use the proceeds of a preferred stock offering to
support a portion of its funding commitment to Athene Co-Invest
Reinsurance Affiliate (“ACRA”) – its previously announced strategic
capital solution. Athene’s Board of Directors has specifically
authorized a contingent increase in the Company’s share repurchase
capacity to offset any near-term earnings dilution associated with a
preferred stock issuance. This authorization increase for additional
repurchases of common stock is estimated to be approximately 15% of the
offering proceeds, with the final amount determined upon closing.

Launching a preferred stock offering is consistent with our flexible
approach toward managing shareholder capital and opportunistically
funding our operations with the most efficient capital available to us,”
stated Jim Belardi, CEO of Athene. “We believe a preferred stock
security will diversify our capital structure, receive favorable equity
treatment from rating agencies, and preserve substantially all of our
untapped debt capacity.”

The contingent share repurchase capacity authorized to offset any
near-term earnings dilution resulting from a preferred stock issuance
would be incremental to Athene’s existing authorization. Since December
2018, Athene’s Board of Directors has authorized approximately $500
million of share repurchase capacity; to date, the Company has
opportunistically acquired 7.8 million shares of common stock for a
total of $325 million at an average price of $41.49 per share,
representing an adjusted price-to-book value multiple of approximately
0.9x. This activity includes repurchasing $178 million or 4.2 million
shares of its common stock in the open market over the past month.
Currently, there is $172 million of share repurchase capacity remaining
on the Company’s existing authorization.

We are pleased with our share repurchase execution to date and believe
it remains a highly accretive capital deployment opportunity to drive
shareholder value,” said Mr. Belardi. “We have a strong track record of
delivering mid-to-high teens returns on equity, resulting in 17%
compound annual growth in adjusted book value per share over the past 10
years. Today’s announcement reflects intermediate-term capital
allocation considerations to help us continue to deliver significant
long-term value creation for shareholders.”

Athene has filed a registration statement (including a prospectus) with
the Securities and Exchange Commission (“SEC”) for the offering to which
this communication relates. Before you invest, you should read the
prospectus in that 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 Alternatively, Athene, any
underwriter or any dealer participating in the offering will arrange to
send you the prospectus if you request it from Morgan Stanley & Co. LLC
by telephone at 1-866-718-1649, BofA Securities, Inc. by telephone at
1-800-294-1322, UBS Securities LLC by telephone at 1-888-827-7275 or
Wells Fargo Securities, LLC by telephone at 1-800-645-3751.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of these securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or

About Athene Holding Ltd.

Athene, through its subsidiaries, is a leading retirement services
company that issues, reinsures and acquires retirement savings products
designed for the increasing number of individuals and institutions
seeking to fund retirement needs. The products offered by Athene include:

  • Retail fixed and fixed indexed annuity products;
  • Reinsurance arrangements with third-party annuity providers; and
  • Institutional products, such as funding agreements and group annuity
    contracts related to pension risk transfers.

Athene had total assets of $132.9 billion as of March 31, 2019. Athene’s
principal subsidiaries include Athene Annuity & Life Assurance Company,
a Delaware-domiciled insurance company, Athene Annuity and Life Company,
an Iowa-domiciled insurance company, Athene Annuity & Life Assurance
Company of New York, a New York-domiciled insurance company and Athene
Life Re Ltd., a Bermuda-domiciled reinsurer.

Safe Harbor for Forward-Looking Statements

This press release contains, and certain oral statements made by our
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,” or “continues”
or similar expressions. Factors that could cause actual results, events
and developments to differ include, without limitation: the accuracy of
our assumptions and estimates; our ability to maintain or improve
financial strength ratings; our ability to manage our business in a
highly regulated industry; regulatory changes or actions; the impact of
our 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 our 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; our ability to protect our 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 our operations; and other factors
discussed from time to time in Athene’s filings with the SEC, including
our annual report on Form 10-K for the year ended December 31, 2018,
quarterly report on Form 10-Q for the quarter ended March 31, 2019 and
current report on Form 8-K filed June 5, 2019, each of which can be
found at the SEC’s website

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. We do 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


Media Contact
Karen Lynn
+1 441 279 8460
+1 515
342 3910

Investor Relations Contact
Noah Gunn
+1 441 279 8534
646 768 7309

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