AFG 8-K
American Financial Group Inc (AFG)
8-K
2023-05-03
For: 2023-05-02
View Original
Added on
July 04, 2026
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): May 2, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 513 -579-2121
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
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Trading
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on which registered
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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. ☐
Section 8 – Other Events
| Item 8.01 |
Other Events.
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On May 2, 2023, American Financial Group, Inc. issued a press release announcing a definitive agreement with American International Group, Inc.
(“AIG”) for the purchase of AIG’s Crop Risk Services business. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits
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Exhibit No.
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Description
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Press Release “American Financial Group and
American International Group Reach Agreement for AFG’s Purchase of Crop Risk Services from AIG”
dated May 2, 2023.
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SIGNATURES
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.
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AMERICAN FINANCIAL GROUP, INC.
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Date: May 3, 2023
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By:
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/s/ Mark A. Weiss
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Mark A. Weiss
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Senior Vice President
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Exhibit 99.1
American Financial Group and American International Group Reach Agreement for AFG’s Purchase of Crop Risk Services from AIG
CINCINNATI – May 2, 2023 – American Financial Group, Inc. (NYSE: AFG) and American International Group (NYSE: AIG) today announced they have entered into
a definitive agreement whereby AFG will purchase Crop Risk Services (“CRS”) from AIG. CRS is a primary crop insurance general agent based in Decatur, Illinois, with 2022 gross written premiums of approximately $1.2 billion and is the seventh largest
provider of multi-peril crop insurance in the United States, based on 2022 premiums.
Under the terms of the transaction, AFG will pay AIG $240 million in cash at closing, subject to certain closing adjustments. AFG expects to use cash on
hand to fund the acquisition and the parties anticipate the closing to take place during the third quarter of 2023, subject to obtaining required regulatory approvals and the satisfaction of other customary closing conditions.
Carl H. Lindner III, Co-Chief Executive Officer of AFG, commented, “We are very pleased to welcome CRS and its approximately 450 employees to AFG’s Great
American Insurance Group. This business is a great strategic fit with our existing crop insurance operations and will provide the opportunity to continue to benefit from economies of scale. Following the transaction, Great American will remain the #5
ranked writer of U.S. crop insurance and the largest U.S.-owned participant in the United States multi-peril crop insurance program.”
S. Craig Lindner, Co-Chief Executive Officer of AFG added, “This is a wonderful example of our ability to execute a transaction quickly and deploy excess
capital into AFG’s core businesses as we identify potential to expand our specialty niche businesses through acquisitions that meet our target return thresholds. Following the transaction, AFG expects to have significant excess capital available for
additional share repurchases or special dividends.”
Peter Zaffino, Chairman and Chief Executive Officer of AIG commented, “AIG acquired CRS as part of its acquisition of Validus Holdings, Ltd. Since that
time, CRS has grown substantially under the leadership of a talented and experienced management team. AFG will be an excellent partner for CRS and the business will benefit from the scale this transaction provides. We look forward to a seamless
transition through the closing and wish AFG and the entire CRS team every success in the future.”
American Financial Group’s Great American Insurance Group has been providing crop-hail coverage since 1915 and began writing multi-peril crop insurance
in 1980 after Congress authorized the program. Great American’s Crop Division generated gross written premiums of approximately $1.8 billion in 2022 and is the fifth largest provider of multi-peril crop insurance in the United States. As part of the
AFG organization, CRS will continue to do business in all 37 states in which it currently operates.
Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel for AFG. Evercore Group L.L.C. and Sidley Austin LLP acted as financial advisor and
legal counsel, respectively, for AIG.
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based in Cincinnati, Ohio. Through the operations of Great American Insurance Group, AFG is
engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses. Great American Insurance Group’s roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.
About AIG
American International Group, Inc. (AIG) is a leading global insurance organization. AIG member companies offer insurance solutions that help businesses
and individuals in approximately 70 countries and jurisdictions protect their assets and manage risks. AIG common stock is listed on the New York Stock Exchange.
Additional information about AIG can be found at www.aig.com | YouTube: www.youtube.com/aig | Twitter: @AIGinsurance www.twitter.com/AIGinsurance | LinkedIn: www.linkedin.com/company/aig. These references with additional information about AIG have been provided as a convenience, and the information contained on such
websites is not incorporated by reference into this press release.
AIG is the marketing name for the worldwide property-casualty, life and retirement and general insurance operations of American International Group, Inc.
For additional information, please visit our website at www.aig.com. All products and services are written or provided by subsidiaries or affiliates of American
International Group, Inc. Products or services may not be available in all countries and jurisdictions, and coverage is subject to underwriting requirements and actual policy language. Non-insurance products and services may be provided by
independent third parties. Certain property-casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds.
AFG Forward Looking Statements
This press release, and any related oral statements, contains certain statements that may be deemed to be "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. All statements in this press release not dealing with historical results are forward-looking and are based on estimates, assumptions and
projections. Examples of such forward-looking statements include statements relating to: the Company's expectations concerning market and other conditions and their effect on future premiums, revenues, earnings, investment activities and the amount
and timing of share repurchases or special dividends; recoverability of asset values; expected losses and the adequacy of reserves for asbestos, environmental pollution and mass tort claims; rate changes; improved loss experience and anticipated
timing of closing of the proposed acquisition of CRS; and performance of the CRS business under the ownership of AFG.
Actual results and/or financial condition could differ materially from those contained in or implied by such forward-looking statements for a variety of
reasons including, but not limited to: changes in financial, political and economic conditions, including changes in interest and inflation rates, currency fluctuations and extended economic recessions or expansions in the U.S. and/or abroad;
performance of securities markets; new legislation or declines in credit quality or credit ratings that could have a material impact on the valuation of securities in AFG’s investment portfolio; the availability of capital; changes in insurance law
or regulation, including changes in statutory accounting rules, including modifications to capital requirements; changes in the legal environment affecting AFG or its customers; tax law and accounting changes; levels of natural catastrophes and
severe weather, terrorist activities (including any nuclear, biological, chemical or radiological events), incidents of war or losses resulting from pandemics, civil unrest and other major losses; disruption caused by cyber-attacks or other
technology breaches or failures by AFG or its business partners and service providers, which could negatively impact AFG’s business and/or expose AFG to litigation; development of insurance loss reserves and establishment of other reserves,
particularly with respect to amounts associated with asbestos and environmental claims; availability of reinsurance and ability of reinsurers to pay their obligations; competitive pressures; the ability to obtain adequate rates and policy terms;
changes in AFG’s credit ratings or the financial strength ratings assigned by major ratings agencies to AFG’s operating subsidiaries; the impact of the conditions in the international financial markets and the global economy relating to AFG’s
international operations; effects on AFG’s reputation, including as a result of environmental, social and governance matters; and other factors identified in AFG’s filings with the Securities and Exchange Commission.
The forward-looking statements herein are made only as of the date of this press release. The Company assumes no obligation to publicly update any
forward-looking statements.
AIG Forward Looking Statements
Certain statements in this press release may include statements which, to the extent they are not statements of historical or present fact, may
constitute “forward-looking statements” under the U.S. Private Securities Litigation Reform Act of 1995. These statements are intended to provide management’s current expectations or plans regarding the proposed transaction based on assumptions
currently believed to be valid and accurate. All forward-looking statements involve risks, uncertainties and assumptions that may cause actual results to differ, possibly materially, from those expressed or implied in the forward-looking statements.
The risks and uncertainties regarding the proposed transaction include (i) AIG may be unable to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived; (ii)
the inability to complete the proposed transaction due to the failure to obtain regulatory approval; or (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreements. The above
list is not exhaustive or necessarily in order of importance. For additional information on factors that may cause actual results to vary from those stated in forward-looking statements, see the reports of AIG on Forms 10-K, 10-Q and 8-K filed or
furnished to the SEC from time to time.
AFG Contact:
Diane P. Weidner, IRC
Vice President – Investor & Media Relations
(513) 369-5713
Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com
www.AIG.com
AIG Contacts:
Quentin McMillan (Investors)
Dana Ripley (Media)
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AFG2023-07