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 March 31, 2020, Athene Holding Ltd. (the "Company") entered into an Underwriting Agreement by and among the Company and Barclays Capital Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale by the Company of $500,000,000 aggregate principal amount of its 6.150% Senior Notes due 2030 (the "Notes"). The Notes will be issued pursuant to an Indenture, dated as of January 12, 2018, by and between the Company and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the Second Supplemental Indenture, dated as of April 3, 2020, by and between the Company and the Trustee. The Notes have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to a shelf registration statement on Form S-3 (File No. 333-222392), previously filed by the Company with the Securities and Exchange Commission under the Act.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits.

 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement, dated March 31, 2020, by and among Athene
                 Holding Ltd. and Barclays Capital Inc., J.P. Morgan Securities LLC,
                 RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as
                 representatives of the several underwriters named therein

    4.1            Indenture for Debt Securities by and between Athene Holding Ltd.
                 and U.S. Bank National Association, as trustee (incorporated by
                 reference to Exhibit 4.1 to the Current Report on Form 8-K filed on
                 January 12, 2018)

    4.2            Second Supplemental Indenture, dated April 3, 2020, by and between
                 Athene Holding Ltd. and U.S. Bank National Association, as trustee


    4.3            Form of 6.150% Senior Notes due 2030 (included in Exhibit 4.2)

    5.1            Opinion of Conyers Dill & Pearman Limited

    5.2            Opinion of Sidley Austin LLP

   23.1            Consent of Conyers Dill & Pearman Limited (included in Exhibit
                 5.1)

   23.2            Consent of Sidley Austin LLP (included in Exhibit 5.2)

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


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