American National Group Inc 8-K, filed Dec 1, 2020
American National Group Inc. (ANG-PD)
8-K
2020-12-01
For: 2020-11-30
View Original
Added on
April 06, 2026
About this 8-K
American National Group Inc filed this 8-K on December 1, 2020, reporting on events of November 30, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): November 30, 2020
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the initial closing of the Brookfield Investment (as defined below) and pursuant to the related Investment Agreement, dated October 17, 2020, by and between American Equity Investment Life Holding Company (the “Company”), Brookfield Asset Management Inc. (“Brookfield”) and Burgundy Acquisitions I Ltd., an affiliate of Brookfield (the “Investment Agreement”), Brookfield is entitled to appoint an individual to the Board of Directors (the “Board”) of the Company. On November 30, 2020, the Board increased the size of the Board from thirteen (13) to fourteen (14) directors and appointed Sachin Shah to serve as a Class III director to fill such vacancy. The initial term for Mr. Shah will expire on the date of the next annual meeting of the Company’s shareholders. On that date, Mr. Shah will stand for election to the Board by the Company’s shareholders for a term expiring in 2024. The Board has determined that Mr. Shah is independent under the corporate governance standards of the New York Stock Exchange.
Mr. Shah currently is Managing Partner, Chief Investment Officer of Brookfield and Vice Chair of Brookfield Renewable Group. Since 2002, Mr. Shah has been employed by Brookfield, a leading global alternative asset manager with approximately $575 billion of assets under management across its real estate, infrastructure, renewable power, private equity, and credit strategies. He has held a variety of senior roles across the organization, including Chief Executive Officer of Brookfield Renewable Partners from 2015-2020. Mr. Shah was appointed to serve as a director pursuant to the terms of the Investment Agreement as described above and is not currently expected to serve on any committees of the Board.
Burgundy Acquisitions I Ltd. will receive the compensation made available to non-employee directors of the Company generally for the services of Mr. Shah, which includes:
•$20,000 per quarter for Board service; and
•an annual equity grant of time-based restricted common stock under the Company’s Amended and Restated Equity Incentive Plan, which is typically awarded in June. The prorated equity grant for the period through the next annual meeting of the Company’s shareholders for Mr. Shah’s service is 2,100 shares.
Brookfield retains the right to appoint an individual to the Board until such time as Brookfield beneficially owns less than 9.0% of the issued and outstanding shares of common stock of the Company (“Common Stock”), excluding any reduction in Brookfield’s ownership stake resulting from share repurchases or new issuances of Common Stock by the Company.
Item 8.01 Other Events.
In a press release issued on November 30, 2020, the Company announced that following Hart-Scott-Rodino approval, it closed the first tranche of the previously disclosed equity investment by Brookfield pursuant to the Investment Agreement (the “Brookfield Investment”). The Company received approximately $336.9 million of proceeds from the issuance of 9,106,042 shares of Common Stock upon the initial closing of the Brookfield Investment.
The Company also announced that it has entered into an accelerated share repurchase (“ASR”) agreement with Citibank N.A. to repurchase up to $115 million of Common Stock. Under the ASR agreement, the Company will receive initial delivery of approximately 3.5 million shares of Common Stock, representing approximately 80% of the number of shares of Common Stock initially underlying the ASR agreement based on the closing price of the Common Stock of $26.28 on November 30, 2020. The total number of shares to be repurchased will be based on the volume-weighted average price of the Common Stock during the term of the ASR agreement, less a discount, and subject to potential adjustments pursuant to the terms and conditions of the ASR agreement. The final settlement of the share repurchases under the ASR agreement is expected to be completed no later than March 31, 2021.
A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being furnished with this Form 8-K.
Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
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: November 30, 2020 | By: | /s/ Renee D. Montz | |||||||||
| Renee D. Montz | |||||||||||
| Executive Vice President, General Counsel and | |||||||||||
| Corporate Secretary | |||||||||||
Exhibit 99.1
AMERICAN EQUITY ANNOUNCES CLOSING OF INITIAL 9.9% EQUITY INVESTMENT
FROM BROOKFIELD ASSET MANAGEMENT AND EXPANDS EXECUTION OF SHARE REPURCHASE
WITH NEW ACCELERATED SHARE REPURCHASE PROGRAM
Sachin Shah of Brookfield Asset Management to join American Equity Board of Directors
New $115 million Accelerated Share Repurchase Program to add to recently completed $50 million open market share repurchase
WEST DES MOINES, Iowa – November 30, 2020 – American Equity Investment Life Holding Company (NYSE: AEL) announced today that following Hart-Scott-Rodino approval, it has closed an initial equity investment of 9,106,042 shares at $37.00 per share from Brookfield Asset Management Inc. as part of a previously announced strategic partnership. With this investment and the accelerated share repurchase and other share repurchases described below, Brookfield owns an approximate 9.9% equity interest in American Equity and is entitled to one seat on the company’s Board of Directors. Sachin Shah, Managing Partner and Chief Investment Officer of Brookfield, has joined American Equity’s Board of Directors, which expanded the size of the Board to 14 members.
Additionally, American Equity today announced that it has entered into an accelerated share repurchase (ASR) agreement with Citibank, N.A. to repurchase an aggregate of $115 million of American Equity’s common stock. Since starting its maiden share repurchase program on October 30, the company has already repurchased over 1.9 million shares for $50 million in the open market. Combined with the ASR announced today, the company has substantially offset dilution from the equity issuance to Brookfield.
The company intends to continue to repurchase shares in 2021 under its $500 million share repurchase authorization until Brookfield owns a 9.9% equity interest in American Equity, with further repurchases after American Equity receives the insurance regulatory approvals required for Brookfield’s purchase of an additional equity interest above 9.9%.
“We are pleased to have completed the initial equity investment from Brookfield, which is a key demonstration of our strong alignment of commercial interests to create superior value for American Equity’s shareholders and policyholders,” said Anant Bhalla, President and Chief Executive Officer of American Equity. “I and my fellow Board members are also delighted to welcome Sachin to our Board. His deep asset management industry expertise and breadth of experiences will be invaluable as we focus on vigilantly realizing superior value for our shareholders.”
On October 18, 2020, American Equity announced a set of commercial business arrangements, through reinsurance, with Brookfield. Additionally, as part of this strategic partnership, Brookfield entered into an equity investment agreement with the company to be a cornerstone investor, whereby it will acquire up to a 19.9% ownership interest in the common shares of American Equity. This equity investment is planned in two stages: an initial purchase – which closed today – of a 9.9% equity interest at $37.00 per share, and a second purchase – which is expected to close in the first half of 2021 – that together with the initial purchase will equal up to a 19.9% equity investment at the greater value of $37.00 per share or adjusted book value per share (excluding AOCI and the net impact of fair value accounting for derivatives and embedded derivatives). The second equity investment is subject to finalization of certain reinsurance agreement terms, receipt of applicable regulatory approvals and other closing conditions.
Under the ASR agreement, American Equity will receive an initial share delivery of approximately 3.5 million shares, with the final settlement scheduled to occur no later than the end of the company’s fiscal 2021 first quarter ending on March 31, 2021. The total number of shares to be repurchased will be based on the volume-weighted average price of American Equity’s common stock during the term of the transaction, less a discount and subject to customary adjustments.
About American Equity
American Equity Investment Life Holding Company, through its wholly-owned subsidiaries, is a leading issuer of fixed index annuities through independent agents, banks and broker-dealers. American Equity Investment Life Holding Company, a New York Stock Exchange listed company (NYSE: AEL), is headquartered in West Des Moines, Iowa. For more information, please visit www.american-equity.com.
About Brookfield Asset Management
Brookfield Asset Management is a leading global alternative asset manager with approximately US$575 billion of assets under management across real estate, infrastructure, renewable power, private equity and credit. Brookfield owns and operates long-life assets and businesses, many of which form the backbone of the global economy. Utilizing its global reach, access to large-scale capital and operational expertise, Brookfield offers a range of alternative investment products to investors around the world—including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors.
Brookfield Asset Management is listed on the New York and Toronto stock exchanges under the symbols BAM and BAM.A, respectively.
Forward-Looking Statements
This press release and any oral related statements made by our representatives may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may relate to strategic alternatives, future operations, strategies, plans, partnerships, investments, share buybacks, financial results or other developments, and are subject to assumptions, risks and uncertainties. Statements such as “expect”, “anticipate”, “intends”, “build”, “create”, “believe”, “potential”, “will”, “may”, “would”, “should”, “can”, “delivering”, “continuing”, or similar words, as well as specific projections of future events or results qualify as forward-looking statements. Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by the Company and include the possibility that the second equity investment from Brookfield may not be completed. Factors that may cause our actual decisions or results to differ materially from those contemplated by these forward-looking statements can be found in the Company’s Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date the statement was made and the Company undertakes no obligation to update such forward-looking statements. There can be no assurance that other factors not currently disclosed or anticipated by the Company will not materially adversely affect our results of operations or plans. Investors are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf.
Contacts
Investors:
Steven D. Schwartz, Vice President - Investor Relations
(515) 273-3763
sschwartz@american-equity.com
Media:
Sard Verbinnen & Co.
Jared Levy/Jamie Tully/Julie Rudnick
AEL-SVC@SARDVERB.com