ATHENE HOLDING LTD FILES (8-K) Disclosing 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

Item 1.01. Entry into a Material Definitive Agreement.

ACRA Restructuring

On December 31, 2021, Athene Life Re Ltd. ("ALRe"), a subsidiary of the Company,
through its subsidiary Athene Asset LP ("AALP"), and each of the funds managed
by affiliates of AGM collectively referred to as the Apollo/Athene Dedicated
Investment Program ("ADIP") contributed all of their shares of Athene Co-Invest
Reinsurance Affiliate 1A Ltd., a subsidiary of the Company ("ACRA 1A"), to
Athene Co-Invest Reinsurance Affiliate Holding Ltd., a newly-formed subsidiary
of the Company ("ACRA HoldCo"), in exchange for an equal number of shares of
ACRA HoldCo (the "ACRA Restructuring"). Prior to the consummation of the ACRA
Restructuring, ALRe (indirectly through AALP) held 36.55% of the economic
interests and 100% of the voting interests of ACRA 1A, and the remaining 63.45%
of the economic interests in ACRA 1A were held by ADIP. As a result of the ACRA
Restructuring, ACRA 1A became a wholly owned subsidiary of ACRA HoldCo, ALRe
(indirectly through AALP) holds 36.55% of the economic interests and 100% of the
voting interests of ACRA HoldCo, and the remaining 63.45% of the economic
interests in ACRA HoldCo are held by ADIP.

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

In connection with the ACRA Restructuring, on December 31, 2021, (i) ALRe
entered into that certain Amended and Restated Master Framework Agreement (the
"Amended and Restated Master Framework Agreement") with ACRA 1A, which primarily
includes changes to reflect the ACRA Restructuring and resulting changes in ACRA
1A's ownership structure, as well as changes to reflect that the Company is a
direct subsidiary of AGM following completion of the Mergers, and (ii) ALRe and
AALP entered into that certain Amended and Restated Shareholders Agreement (the
"Amended and Restated ACRA Shareholders Agreement") with ACRA 1A, ACRA HoldCo
and ADIP, which primarily includes changes to reflect the ACRA Restructuring and
resulting changes in ownership structure of ACRA 1A, as well as changes to
reflect that the Company is a direct subsidiary of AGM following completion of
the Mergers, and to provide for the governance structure at ACRA HoldCo, which
is substantially similar to the governance structure of ACRA 1A.

The foregoing descriptions of the Amended and Restated Master Framework
Agreement and the Amended and Restated ACRA Shareholders Agreement are not
complete and are qualified in their entirety by reference to the full text of
such agreements, which will each be filed with the Company's Annual Report on
Form 10-K for the fiscal year ending December 31, 2021.

Item 4.01. Changes in Registrant's Certifying Accountant.

On December 31, 2021, the Board of Directors of the Company agreed to dismiss,
following the completion of the 2021 audited financial accounts,
PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered
public accounting firm for the Company's fiscal year ending December 31, 2022 in
order to engage Deloitte & Touche LLP ("Deloitte"), which serves as AGM's
independent registered public accounting firm. PwC will continue as the
Company's independent registered public accounting firm for the fiscal year
ended December 31, 2021.

The reports of PwC on the Company's financial statements for each of the two
fiscal years ended December 31, 2020 and 2019 did not contain an adverse opinion
or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.


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In connection with the audits of the Company's financial statements for the
fiscal years ended December 31, 2020 and 2019, and the subsequent interim period
through December 31, 2021, there were no "disagreements" (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) between the
Company and PwC on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which, if not resolved to
the satisfaction of PwC, would have caused PwC to make reference to the subject
matter of the disagreement in connection with its report. During the fiscal
years ended December 31, 2020 and 2019 and the subsequent interim period through
December 31, 2021, there were no "reportable events" (as that term is defined in
Item 304(a)(1)(v) of Regulation S-K).

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.

On December 31, 2021, the Board of Directors of the Company approved a
resolution appointing Deloitte as the Company's independent registered public
accounting firm for the Company's fiscal year ending December 31, 2022, subject
to the approval of the Company's shareholders. The engagement of Deloitte is
subject to Deloitte's client acceptance procedures and execution of an
engagement letter.

During the fiscal years ended December 31, 2021 and 2020, the Company did not,
nor did anyone on the Company's behalf, consult with Deloitte regarding (a) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and no written report or oral advice was
provided to the Company that Deloitte concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issue or (b) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).

Item 5.01. Changes in Control of Registrant.

As a result of the merger, AHL is now a direct subsidiary of AGM. Following the
completion of the Mergers and the Apollo restructuring, the AGM Shares are held
by the former holders of AAM Shares, AHL Shares and Apollo Operating Group units
(other than those held indirectly by AAM and AHL).

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

Fourteenth Amended and Restated Bye-laws

On January 1, 2022, in connection with the completion of the Mergers, the
Company amended and restated its bye-laws by adopting the Fourteenth Amended and
Restated Bye-laws of the Company (the "Fourteenth Amended and Restated
Bye-laws") to reflect the completion of the Mergers and resulting changes to the
Company's governance. Changes in the Fourteenth Amended and Restated Bye-laws
include, but are not limited to, the following:

•Eliminating the voting cutback that was applicable to persons who owned, or are
treated as owning, Class A Common Shares that represent more than 9.9% of the
total voting power of the Company and related provisions;
•Eliminating tax restrictions that applied to holders of equity securities of
the Company other than the Apollo Group; and
•Changes to the Company's governance and voting provisions as a result of the
Company becoming a direct subsidiary of AGM as a result of the Mergers,
including changes to its shareholder meetings and voting procedures.

The Fourteenth Amended and Restated Bye-laws became effective on the Merger
Effective Date upon closing of the AHL Merger and the approval of the Company's
post-merger shareholders. The foregoing description of the Fourteenth Amended
and Restated Bye-laws does not purport to be complete and is qualified in its
entirety by reference to the Fourteenth Amended and Restated Bye-laws filed as
Exhibit 3.2 to this Current Report and incorporated by reference into this Item
5.03.

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.

In connection with the completion of the Mergers, on January 1, 2022, the Board
adopted a new Code of Business Conduct and Ethics applicable to all employees,
officers, and directors of the Company. The foregoing description of the Code of
Ethics is qualified in its entirety by the full text of the Code of Ethics,
which is available in the Investors section of the Company's website at
https://ir.athene.com/.


Item 8.01.  Other Events.

1. Press Release

On January 3, 2022, AGM issued a press release in connection with the completion
of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference into this Item 8.01.

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

  On December 28, 2021, the Company amended the Outstanding Warrants for the
Purchase of Class A Common Shares, par value $0.001 per share, of the Company
that were issued by the Company as of the AHL Effective Time (as defined in the
Merger Agreement) (the "Warrants") to provide that the Warrants shall,
automatically and without any further action on the part of the holders of such
Warrants, be deemed to have been contributed to AGM in exchange for the issuance
by AGM of the number of shares of AGM common stock, par value $0.00001 per
share, equal to the fair value of the Warrants as of immediately prior to the
effective time of the closing under the Merger Agreement, in accordance with the
methodology approved by the special committee comprised of certain members of
the Board of Directors of the Company formed in connection with the Merger
Agreement utilizing the Black-Scholes Option Pricing Model. The aggregate number
of shares of AGM common stock being exchanged for the Warrants is expected to be
approximately 7.75 million shares.


Item 9.01.  Financial Statements and Exhibits.
(d)    Exhibits.
    Exhibit
      No.                                                  Description

2.1*                     Agreement and Plan of Merger, dated as of March 8,

2021, by and among Apollo

                       Global Management, Inc., Athene Holding Ltd., Tango 

Holdings, Inc., Blue Merger Sub,

                       Ltd., and Green Merger Sub, Inc. (incorporated by 

reference to Exhibit 2.1 to Athene

                       Holding Ltd.'s Form 8-K filed on March 8, 2021)

3.2                      Fourteenth Amended and Restated Bye-laws of Athene Holding Ltd.

16.1                     Letter to the SEC from PricewaterhouseCoopers LLP, dated January 3, 2022

99.1                     Press Release of Athene Holding Ltd., dated

January 3, 2022 (furnished and not

                       filed)

104                    Cover Page Interactive Data File (embedded within 

the Inline XBRL document)

*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted.
The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC
upon request.

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