ATHENE HOLDING LTD : Entry into a Material Definitive Agreement, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Amendment or Waiver to Code of Ethics, Other Events, Financial Statements and Exhibits (form 8-K)

Published: 2022-01-03 07:05:04 ET ATH

Item 1.01. Entry into a Material Definitive Agreement.

ACRA Restructuring

ACRA HoldCo's board of directors will at all times consist of the same members as the board of directors of ACRA 1A.

Item 4.01. Changes in Registrant's Certifying Accountant.

The Company provided PwC with a copy of the disclosures contained in this Current Report on Form 8-K and requested PwC furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the statements contained herein. A copy of PwC's letter, dated January 3, 2022, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.01. Changes in Control of Registrant.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Fourteenth Amended and Restated Bye-laws

The information set forth in the Explanatory Note of this Current Report is incorporated by reference into this Item 5.03.

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Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

2. Dividend

On December 31, 2021, the Board of Directors of the Company declared a cash dividend of $750 million payable to holders of the Company's Class A Common Shares, with a record date and payment date following the completion of the Mergers.

3. Retrocession of Retail Business to ACRA

Effective as of January 1, 2022, a quota share of certain of the Company's retail annuity business will be retroceded to a subsidiary of ACRA 1A.

4. Warrant Amendment

2021, by and among Apollo

Holdings, Inc., Blue Merger Sub,

reference to Exhibit 2.1 to Athene

January 3, 2022 (furnished and not

the Inline XBRL document)

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