Brookfield Reinsurance Acquires American Equity for $1.57B

TL;DR

AEL is officially bought by Brookfield Reinsurance for $1.57B cash deal, closing April 30th.

AI Summary

On April 30, 2024, American Equity Investment Life Holding Company (AEL) announced the completion of its acquisition by Brookfield Reinsurance. The transaction, valued at approximately $1.57 billion, involved the sale of all outstanding shares of AEL common stock for $37.35 per share in cash. This marks a significant change in control for AEL.

Why It Matters

This acquisition signifies a major consolidation in the life insurance sector, potentially impacting market competition and the strategic direction of both companies.

Risk Assessment

Risk Level: medium — The acquisition itself is a significant event, and the integration of AEL into Brookfield Reinsurance could present operational and strategic risks.

Key Numbers

• $1.57B — Transaction Value (Total amount paid by Brookfield Reinsurance for AEL.)
• $37.35 — Price Per Share (Cash amount paid for each share of AEL common stock.)

Key Players & Entities

• American Equity Investment Life Holding Company (company) — Target company
• Brookfield Reinsurance (company) — Acquiring company
• $1.57 billion (dollar_amount) — Total transaction value
• $37.35 (dollar_amount) — Price per share in cash
• April 30, 2024 (date) — Closing date of the acquisition

FAQ

Key Financial Figures

• $1 — ch registered Common stock, par value $1 AEL New York Stock Exchange Depos
• $1.00 — anding share of common stock, par value $1.00 per share, of the Company ("Company Com
• $38.85 — converted into the right to receive (i) $38.85 per share in cash, without interest (th
• $17.65 — value of the Stock Consideration equals $17.65 and the aggregate value of the Merger C
• $56.50 — r each share of AEL Common Stock equals $56.50. In addition, at the Effective Time:
• $55.00 — ive Time and (2) the excess, if any, of $55.00 over the exercise price per share of su
• $55 — per share that was equal to or greater $55 was automatically canceled for no consi
• $2.46 billion — Merger Consideration was approximately $2.46 billion in cash and 28,803,599 shares of BAM Cl
• $13,040,000 — e corresponding amount: (1) Mr. Bhalla ($13,040,000), (2) Mr. Andr ($175,000), (3) Jim Hama
• $175,000 — Mr. Bhalla ($13,040,000), (2) Mr. Andr ($175,000), (3) Jim Hamalainen ($175,000) and (4)
• $500,000 — en ($175,000) and (4) Jeffrey Lorenzen ($500,000), to recognize the contribution of such

Filing Documents

• tm2413201d1_8k.htm (8-K) — 63KB
• tm2413201d1_ex3-1.htm (EX-3.1) — 211KB
• tm2413201d1_ex3-2.htm (EX-3.2) — 54KB
• tm2413201d1_ex10-1.htm (EX-10.1) — 39KB
• tm2413201d1_ex10-2.htm (EX-10.2) — 20KB
• tm2413201d1_ex99-1.htm (EX-99.1) — 19KB
• tm2413201d1_ex99-1img004.jpg (GRAPHIC) — 24KB
• 0001104659-24-056427.txt ( ) — 743KB
• ael-20240430.xsd (EX-101.SCH) — 3KB
• ael-20240430_def.xml (EX-101.DEF) — 27KB
• ael-20240430_lab.xml (EX-101.LAB) — 36KB
• ael-20240430_pre.xml (EX-101.PRE) — 25KB
• tm2413201d1_8k_htm.xml (XML) — 7KB

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated July 4, 2023, by and among the Company, the Parent and Merger Sub and, solely for the purposes set forth therein, BAM* (Incorporated by reference to Exhibit 2.1 to Form 8-K filed July 5, 2023) (*Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.) 3.1 Articles of Incorporation of American Equity Investment Life Holding Company. 3.2 Fifth Amended and Restated Bylaws American Equity Investment Life Holding Company. 10. 1 CEO Separation Letter, dated as of April 30, 2024, by and between the Company and Anant Bhalla. 10.2 Form of Tax Reimbursement Agreement. 99.1 Joint Press Release, dated May 2, 2024. 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document S IGNATURE 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: May 2, 2024 By: /s/ Anant Bhalla Anant Bhalla Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR