Item 1.01 Entry into a Material Definitive Agreement

On December 3, 2019, Athene Holding Ltd. (the "Company"), Athene Life Re Ltd., a wholly-owned subsidiary of the Company ("Athene Life Re"), Athene USA Corporation, a wholly-owned subsidiary of the Company ("AUSA"), and Athene Annuity Re Ltd., a wholly-owned subsidiary of the Company ("Athene Annuity Re" and, together with the Company, Athene Life Re, AUSA and any other subsidiary of the Company that becomes a borrower thereunder, collectively the "Borrowers" and individually, a "Borrower"), entered into a credit agreement with a syndicate of banks, including Citibank, N.A., as administrative agent ("Administrative Agent"), and the other lenders named therein (the "Credit Facility"). The Credit Facility allows for borrowings of up to $1.25 billion, subject to an increase of up to $1.75 billion on the terms described in the Credit Facility, on a revolving basis. The Credit Facility is unsecured and has a commitment termination date of December 3, 2024, subject to up to two 1-year extensions in accordance with the terms of the Credit Facility. In connection with the Credit Facility, the Borrowers entered into a Guaranty, dated as of December 3, 2019 (the "Guaranty"), with the Administrative Agent, pursuant to which (i) the Company and AUSA each, on a joint and several basis, guaranteed all of the obligations of the other Borrowers under and in respect of the Credit Facility and the other loan documents related thereto and (ii) Athene Life Re and Athene Annuity Re guaranteed certain of the obligations of the other Borrowers under and in respect of the Credit Facility and the other loan documents related thereto. Interest accrues on outstanding borrowings under the Credit Facility at a rate per annum equal to either: (i) the Eurodollar Rate (as defined in the Credit Facility) plus a margin determined on a sliding scale from 1.000% to 1.625% based on the Debt Rating (as defined in the Credit Facility) of the Company (currently 1.25%) or (ii) the Base Rate (as defined in the Credit Facility) plus a margin determined on a sliding scale from 0.000% to 0.625% based on the Debt Rating of the Company (currently 0.25%). Under the Credit Facility, the Borrowers pay a fee on undrawn commitments on a sliding scale from 0.100% to 0.300% based on the Debt Rating of the Company (currently 0.15%). These fees adjust automatically in the event of a change in the Company's Debt Rating. The Credit Facility contains a number of customary representations and warranties and affirmative and negative covenants, including covenants restricting, subject to certain exceptions, the following: • the ability of material subsidiaries of the Borrower to incur additional


       indebtedness and make guarantees;


•      the ability to create liens on the Borrowers' assets and on the equity
       interests of material subsidiaries;


•      the ability of any Borrower or any material subsidiary to make fundamental
       changes;


•      the ability of any Borrower or any subsidiary to engage in certain
       transactions with affiliates; and

• the ability to make changes in the nature of the Borrowers' business.

The Credit Facility also includes financial covenants consisting of: (i) maintenance of a minimum Consolidated Net Worth (as defined in the Credit Facility) equal to $7,263,718,000 and (ii) a Consolidated Debt to Capitalization Ratio (as defined in the Credit Facility) not to exceed 35%. Further, the Credit Facility contains customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default. The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, certain cross-defaults, bankruptcy and liquidation proceedings and other customary defaults. Upon an event of default, the Credit Facility provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable. The foregoing description of the Credit Facility and the Guaranty are not complete and are qualified in their entirety by reference to the complete text of the Credit Facility and the Guaranty, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are each incorporated herein by reference. Item 1.02 Termination of a Material Definitive Agreement

Effective as of December 3, 2019, the Credit Facility replaced the Credit Agreement dated as of January 22, 2016 among the Company, Athene Life Re, AUSA, Athene Annuity Re and the banks party thereto and Citibank, N.A., as administrative agent (the "Terminated Credit Facility"), and the commitments under the Terminated Credit Facility have been terminated. Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



10.1        Credit Agreement, dated December 3, 2019, among Athene Holding Ltd.,
          Athene Life Re Ltd., Athene USA Corporation and Athene Annuity Re Ltd.,
          as Borrowers, the lenders from time to time party thereto, and Citibank
          N.A., as Administrative Agent


10.2        Guaranty, dated December 3, 2019, among Athene Holding Ltd., Athene
          Life Re Ltd., Athene USA Corporation and Athene Annuity Re Ltd., as
          Guarantors, and Citibank N.A., as Administrative Agent

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses