Item 1.01
Entry Into a Material Definitive Agreement.
On June 16, 2017,
American Equity Investment Life Holding Company (the Company) closed its previously announced sale of $500,000,000 aggregate principal amount of the Companys 5.000% Senior Notes due 2027 (the Notes) pursuant to an underwriting agreement, dated June 13, 2017 (the Underwriting Agreement), among the Company, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several Underwriters named therein (the Underwriters). The Notes were offered and sold under a prospectus, dated June 13, 2017, pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-207077).
The Notes were issued pursuant to the Amended and Restated Indenture, dated as of April 22, 2004 (the Base Indenture), between the Company and U.S. Bank National Association, as trustee (the Trustee), as amended by a Third Supplemental Indenture, dated as of June 16, 2017 (the Third Supplemental Indenture and, together with the Base Indenture, the Indenture), between the Company and the Trustee.
The Notes will mature on June 15, 2027, and bear interest at a rate of 5.000% per year (subject to adjustments in the event of changes in the credit ratings on the Notes), payable on June 15 and December 15 of each year, beginning on December 15, 2017. The Notes were issued at a price equal to 99.930% of the principal amount thereof. The Notes are not presently guaranteed by any of the Companys subsidiaries but may in the future be guaranteed by certain subsidiaries of the Company. The Indenture contains certain restrictive covenants that, among other things, limit the ability of the Company to incur indebtedness, create liens on the stock of certain subsidiaries, issue or sell the stock of certain subsidiaries or merge or consolidate with other entities.
The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
An affiliate of J.P. Morgan Securities LLC, one of the underwriters, acts as administrative agent and a lender under the Companys existing Credit Agreement, dated as of September 30, 2016 (the Credit Agreement), and affiliates of RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc. and Citigroup Global Markets Inc., also underwriters, also act as lenders under the Credit Agreement.
The above descriptions of the Underwriting Agreement, the Base Indenture, the Third Supplemental Indenture and the Notes are summaries and are qualified in their entirety by the terms of the Underwriting Agreement, the Base Indenture, the Third Supplemental Indenture and the Notes. Copies of the Underwriting Agreement, the Base Indenture and the Third Supplemental Indenture (including the form of the Notes) are attached as exhibits 1.1, 4.1 and 4.2, respectively, hereto and incorporated by reference herein.