Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 8.01 below is incorporated by reference herein.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, datedOctober 6, 2020 , by and amongAthene Holding Ltd. andWells Fargo Securities, LLC ,Barclays Capital Inc. ,BofA Securities, Inc. andRBC Capital Markets, LLC , as representatives of the several underwriters named therein 4.1 Indenture forDebt Securities by and betweenAthene Holding Ltd. andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.5 to the Form S-3 filed onJanuary 3, 2018 ) 4.2 Third Supplemental Indenture, datedOctober 8, 2020 , by and betweenAthene Holding Ltd. andU.S. Bank National Association , as trustee 4.3 Form of 3.500% Senior Notes due 2031 (included in Exhibit 4.2) 5.1 Opinion ofConyers Dill & Pearman Limited 5.2 Opinion ofSidley Austin LLP 23.1 Consent ofConyers Dill & Pearman Limited (included in Exhibit 5.1) 23.2 Consent ofSidley Austin LLP (included in Exhibit 5.2) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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