Terms

Series

5.625% Fixed Rate Perpetual Non-Cumulative Preference Shares, Series B

Liquidation Preference

$25.00

Coupon Rate

5.625%

Rate Type

Fixed

Annual Dividend

$1.41

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

September 30, 2024

First Call Price

$25.00

Redemption Notice Period

15 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of Ahl And Its Subsidiaries, All Obligations Of Ahl'S Subsidiaries (Structural Subordination), All Existing And Future Policyholder Obligations Of Subsidiaries; Pari Passu With: Series A Preference Shares (6.35% Fixed-To-Floating Rate Perpetual Non-Cumulative Preference Shares, Series A), Other Parity Shares; Senior To: Common Shares, All Junior Shares

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

No

Depositary Share Fraction

0.001

Shares Offered

12,000,000

Prospectus Summary

Athene Holding Ltd. (NYSE: ATHPrB) is offering 12,000,000 depositary shares, each representing a 1/1,000th interest in a share of its 5.625% Fixed Rate Perpetual Non-Cumulative Preference Shares, Series B, with a liquidation preference of $25.00 per depositary share and no stated maturity. The fixed coupon pays $1.40625 per depositary share annually ($0.35156 per quarter), with dividends commencing December 30, 2019 on the 30th of March, June, September, and December. Critically, dividends are non-cumulative — if the Board does not declare a dividend for any period, that payment is permanently lost and does not accrue, exposing investors to interruption risk without recourse. The Series B Preference Shares rank senior to all common shares and junior securities, but junior to all existing and future debt obligations of Athene Holding Ltd. and structurally subordinated to all obligations — including policyholder liabilities — of its insurance subsidiaries, which hold substantially all consolidated assets (~$126.6 billion in total subsidiary liabilities as of June 2019). The shares are pari passu with the Series A Preference Shares. As a Bermuda holding company issue, cash to pay dividends must flow up from regulated insurance subsidiaries subject to dividend restrictions. A regulatory capital call provision allows redemption at par ($25.00) within 90 days if a 'capital disqualification event' causes the shares to lose Tier 1 capital treatment; any redemption while classified as Tier 1 capital also requires prior regulatory approval. At the $25.00 offering price, the effective yield is exactly 5.625% annually. Dividends qualify as 'qualified dividend income' (QDI) eligible for the 15%/20% preferential long-term capital gains tax rate for individual U.S. holders meeting holding period requirements; however, they are explicitly not eligible for the dividends-received deduction (DRD) for corporate holders. The record date falls on the 15th calendar day before each payment date. The dividend stopper prevents any common or junior security dividends — and any repurchases of junior securities — if Series B dividends have not been declared and paid in full, though given the non-cumulative nature, a missed dividend period cannot itself be compelled or recovered.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If dividends on the Series B Preference Shares have not been declared and paid in full for the current dividend period, the issuer cannot declare or pay dividends on common shares, other junior securities, or parity shares (except stock dividends in kind), and cannot repurchase or redeem junior securities.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 71 (Strong)