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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 21, 2023
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
(Exact name of registrant as specified in
its charter)
Iowa |
|
001-31911 |
|
42-1447959 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
6000
Westown Parkway |
West
Des Moines, IA
50266 |
(Address of principal executive offices and zip
code) |
(515) 221-0002
(Registrant’s telephone
number, including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ¨ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
Common
stock, par value $1 |
|
AEL |
|
New York Stock Exchange |
Depositary Shares, each representing a 1/1,000th interest in a share of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock,
Series A |
|
AELPRA |
|
New York Stock Exchange |
Depositary
Shares, each representing a 1/1,000th interest in a share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series
B |
|
AELPRB |
|
New York Stock Exchange |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement
On December 21, 2023, American Equity
Investment Life Holding Company (the “Company”) entered into an Assignment, Assumption and Consent Agreement (the
“Assignment Agreement”) with Brookfield Corporation (“BN”), Brookfield Reinsurance Ltd.
(“BNRE”), North End Re (Cayman) SPC (“North End Re”), Freestone Re Ltd. (“Freestone Re”), BAM Re
Holdings Ltd. (“BAM Re Holdings”) and American National Group, LLC (“ANAT”).
The Assignment Agreement provides for the assignment
of the obligations of North End Re and Freestone Re under the Investment Agreement, dated as of October 17, 2020, among BN, BNRE,
North End Re, Freestone Re and the Company, as amended, to, and the assumption of such obligations by, BAM Re Holdings and ANAT, respectively,
in connection with certain reorganization transactions by BNRE that include the transfer of all shares of common stock of the Company
(the “Common Stock”) held by North End Re to BAM Re Holdings and the transfer all of the shares of Common Stock held by Freestone
Re to ANAT.
The foregoing description of the Assignment Agreement
and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference
to the Assignment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements And Exhibits.
(d) Exhibits
|
Exhibit No. |
Description |
|
|
|
|
10.1 |
Assignment, Assumption and Consent Agreement, dated as of December 21, 2023, by and among Brookfield Corporation, Brookfield Reinsurance Ltd., North End Re (Cayman) SPC, Freestone Re Ltd., BAM Re Holdings Ltd., American National Group, LLC and American Equity Investment Life Holding Company |
|
|
|
|
104 |
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY |
|
|
|
Date: December 21,
2023 |
By: |
/s/ Axel
Andre |
|
|
Axel
Andre |
|
|
Executive
Vice President and Chief Financial Officer |
Exhibit 10.1
EXECUTION VERSION
ASSIGNMENT,
ASSUMPTION AND CONSENT AGREEMENT
This ASSIGNMENT,
ASSUMPTION AND CONSENT AGREEMENT (this “Agreement”), dated as of December 21, 2023 (the “Effective
Date”), is entered into by and among Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), a corporation organized
under the Laws of the Province of Ontario (“BN”), Brookfield Reinsurance Ltd. (f/k/a Brookfield Asset Management Reinsurance
Partners Ltd.), a Bermuda exempted company limited by shares (“BNRE”), North End Re (Cayman) SPC, a Cayman segregated
portfolio company (“North End Re”), Freestone Re Ltd., an exempted company established under the laws of Bermuda (“Freestone
Re”), BAM Re Holdings Ltd., an exempted company established under the laws of Bermuda (“BAM Re Holdings”),
American National Group, LLC, a Delaware limited liability company (“ANAT”) and American Equity Investment Life Holding
Company, an Iowa corporation (“AEL”).
WHEREAS, BN, BNRE, North End
Re, Freestone Re and AEL are parties to an Investment Agreement, dated as of October 17, 2020, as amended as of June 10, 2021
(as so amended, and as may be further amended, restated or otherwise modified from time to time in accordance with the terms thereof,
the “Investment Agreement”);
WHEREAS, concurrently with
the execution of this Agreement, (a) North End Re desires to Transfer all of the Securities held by it as of immediately prior to
the Effective Date to BAM Re Holdings and (b) Freestone Re desires to Transfer all of the Securities held by it as of immediately
prior to the Effective Date to ANAT;
WHEREAS, (a) North End
Re desires to assign all of its rights and obligations under the Investment Agreement to BAM Re Holdings and (b) Freestone Re desires
to assign all of its rights and obligations under the Investment Agreement to ANAT, each as further set forth herein; and
WHEREAS, Section 21 of
the Investment Agreement specifies that assignments of the Investment Agreement require the written consent of the other parties to the
Investment Agreement.
NOW, THEREFORE, in consideration
of the premises and the mutual agreements contained herein, and intending to be legally bound, the parties hereto hereby agree as follows:
1. Assignment
and Assumption.
(a) Effective
as of the Effective Date, (i) North End Re hereby assigns, transfers and conveys to BAM Re Holdings, and BAM Re Holdings hereby accepts,
all of North End Re’s right, title and interest in and to the Investment Agreement, (ii) BAM Re Holdings hereby assumes all
of the obligations of North End Re under the Investment Agreement and agrees to be bound by all obligations of the “Purchaser Subsidiary”
under the Investment Agreement (the assignment and assumption under the preceding clauses (i) and (ii) being the “North
End Re Assignment”), and (iii) North End Re hereby has no further rights and obligations as the “Purchaser Subsidiary”
under the Investment Agreement.
(b) Effective
as of the Effective Date, (i) Freestone Re hereby assigns, transfers and conveys to ANAT, and ANAT hereby accepts, all of Freestone
Re’s right, title and interest in and to the Investment Agreement, (ii) ANAT hereby assumes all of the obligations of Freestone
Re under the Investment Agreement and agrees to be bound by all obligations of the “Purchaser Subsidiary” under the Investment
Agreement (the assignment and assumption under the preceding clauses (i) and (ii) being the “Freestone Re Assignment”;
together with the North End Re Assignment, the “Assignments” and each, an “Assignment”), and (iii) Freestone
Re hereby has no further rights and obligations as the “Purchaser Subsidiary” under the Investment Agreement.
(c) In
furtherance of the foregoing, (i) from the Effective Date, all references to the “Purchaser Subsidiary” in the Investment
Agreement shall be deemed to be to each of BAM Re Holdings and ANAT (which shall be deemed to be, together with any other persons that
become a Purchaser Subsidiary from time to time, one entity for purposes of the Investment Agreement), other than with respect to any
representations, warranties, agreements or covenants that have been made or fully performed prior to the Effective Date, (ii) BAM
Re Holdings hereby represents and warrants to AEL that, as of the Effective Date, (x) the Purchaser Representations (other than the
Purchaser Specified Representations) with respect to the Purchaser Subsidiary shall be true and correct in all material respects and (y) the
Purchaser Specified Representations with respect to the Purchaser Subsidiary shall be true and correct in all respects, in the case of
sub-clauses (x) and (y) of this clause (ii), treating BAM Re Holdings as the Purchaser Subsidiary and (iii) ANAT hereby
represents and warrants to AEL that, as of the Effective Date, (x) the Purchaser Representations (other than the Purchaser Specified
Representations) with respect to the Purchaser Subsidiary shall be true and correct in all material respects and (y) the Purchaser
Specified Representations with respect to the Purchaser Subsidiary shall be true and correct in all respects, in the case of sub-clauses
(x) and (y) of this clause (iii), treating ANAT as the Purchaser Subsidiary.
2. Consents.
Pursuant to Section 21 of the Investment Agreement, BN, BNRE, North End Re, Freestone Re and AEL each hereby consents to (a) the
North End Re Assignment and the transfer of all of the Securities held by North End Re as of immediately prior to the Effective Date to
BAM Re Holdings and (b) the Freestone Re Assignment and the transfer of all of the Securities held by Freestone Re as of immediately
prior to the Effective Date to ANAT, in each case as further set forth in, and pursuant to and in accordance with, Section 1 hereof.
3. Miscellaneous.
Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Investment Agreement.
The provisions of Section 11 (Amendments and Waivers), Section 12 (Notices, etc.), Section 16 (Governing
Law), Section 17 (Waiver of Jury Trial), Section 19 (Counterparts; Electronic Signature), Section 20
(Severability) and Section 21 (Miscellaneous) of the Investment Agreement shall apply mutatis mutandis to this
Agreement.
4. Further
Assurances. North End Re, BAM Re Holdings, Freestone Re and ANAT each agree to perform (or cause to be performed) all such further
acts and to execute and deliver all such other agreements, certificates, instruments and documents as any party hereto reasonably may
request in order to carry out the intent and accomplish the purposes of this Agreement and the assignments contemplated hereby.
[Signature Pages Follow]
This Agreement is hereby agreed
to as of the date first written above.
|
Brookfield Corporation |
|
|
|
by |
|
|
/s/ Swati Mandava |
|
|
Name: |
Swati Mandava |
|
|
Title: |
Managing Director, Legal & Regulatory |
|
Brookfield Reinsurance Ltd. |
|
|
|
by |
|
|
/s/ Gregory McConnie |
|
|
Name: |
Gregory McConnie |
|
|
Title: |
Vice President |
|
NORTH END RE (CAYMAN) SPC |
|
|
|
by |
|
|
/s/ Gregory McConnie |
|
|
Name: |
Gregory McConnie |
|
|
Title: |
Director |
|
BAM RE HOLDINGS LTD. |
|
|
|
by |
|
|
/s/ Gregory McConnie |
|
|
Name: |
Gregory McConnie |
|
|
Title: |
President & Director |
[Signature Page to Assignment, Assumption &
Consent Agreement]
|
FREESTONE RE LTD. |
|
|
|
by |
|
|
/s/ Gregory McConnie |
|
|
Name: |
Gregory McConnie |
|
|
Title: |
Director |
|
AMERICAN NATIONAL GROUP, LLC |
|
|
|
by |
|
|
/s/ Timothy A. Walsh |
|
|
Name: |
Timothy A. Walsh |
|
|
Title: |
President & Chief Executive Officer |
|
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY |
|
|
|
by |
|
|
/s/ Anant Bhalla |
|
|
Name: |
Anant Bhalla |
|
|
Title: |
Chief Executive Officer and President |
[Signature Page to Assignment, Assumption &
Consent Agreement]
v3.23.4
Cover
|
Dec. 21, 2023 |
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|
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|
Amendment Flag |
false
|
Document Period End Date |
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|
Entity File Number |
001-31911
|
Entity Registrant Name |
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
|
Entity Central Index Key |
0001039828
|
Entity Tax Identification Number |
42-1447959
|
Entity Incorporation, State or Country Code |
IA
|
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Westown Parkway
|
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Des Moines
|
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|
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|
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