Article 1.01. The conclusion of an important definitive agreement. At December 17, 2021, Athene Holding Ltd., a Bermuda exempt company (the “Company”), Athene Life Re Ltd., an exempt company incorporated under the laws of Bermuda (“Athene Life Re”), Athene USA Corporation, a Iowa company (“AUSA”), and Athene Annuity Re Ltd., an exempt company incorporated under the laws of Bermuda (“Athene Annuity Re” and, with the Company, Athene Life Re, AUSA and any other subsidiary of the Company which becomes a borrower hereunder, collectively the “Borrowers” and individually a “Borrower”), have entered into a First Amendment and Credit Consent Agreement with a syndicate of banks, including Citibank, NA., as Administrative Agent (“Administrative Agent”), and the other lenders named therein (the “Amendment to Credit Facility”), which amends this Credit Agreement, as of December 3, 2019, from among the Borrowers, the Administrator and other lenders named therein (the “Credit Facility”). The modification of the credit facility was entered into within the framework of the early closing (the “Closing”) of the transactions contemplated by this agreement and this merger plan, on the date of March 8, 2021, among the Company, Apollo Global Management, Inc., Tango Holdings, Inc. (“Tango”), Blue Fusion Sub, Ltd. and Green Fusion Sub, Inc. (the merger “). Among other things, the modification of the credit facility modifies the credit facility to provide for additional transactions which are permitted under restrictive covenants restricting the ability of any borrower or any subsidiary to enter into certain transactions with Affiliates in light of the fact that the Company will become a Tango subsidiary upon Closing. In addition, the amendment to the credit facility includes consent by the lenders to certain intercompany restructuring transactions that will take place in connection with the merger The foregoing description of the Credit Facility Amendment is not complete and is qualified in its entirety by reference to the full text of the Credit Facility Amendment, which is filed as Exhibit 10.1.1 hereof. and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
10.1.1 First Amendment and Consent to Credit Agreement, dated December 17 ,
2021, 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
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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