Item 3.03 Material Modification to Rights of Security Holders.

On June 17, 2020, American Equity Investment Life Holding Company (the "Company") closed the public offering of 12,000,000 depositary shares (the "Depositary Shares"), each representing a 1/1,000th interest in a share of its 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B, par value $1.00 and $25,000 liquidation preference per share (the "Preferred Stock"). Under the terms of the Preferred Stock, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to, or on parity with, the Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Preferred Stock for the last preceding dividend period. The terms of the Preferred Stock, including such restrictions, are more fully described in the Articles of Amendment to the Company's Articles of Incorporation, including a Certificate of Designations (the "Amendment"), a copy of which is attached as Exhibit 3.2 to the Company's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission (the "Commission") on June 16, 2020, and which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On June 16, 2020, the Company filed the Amendment with the Secretary of State of the State of Iowa to establish the preferences, limitations and relative rights of the Preferred Stock. The Amendment became effective upon filing with the Secretary of State of the State of Iowa.




Item 8.01 Other Events.

On June 17, 2020, the Company issued and sold the Depositary Shares, each representing a 1/1,000th interest in a share of the Preferred Stock.

The Depositary Shares were offered and sold pursuant to the shelf registration statement on Form S-3ASR (File No. 333-233544), filed with the Commission on August 30, 2019, and a prospectus supplement related to the offering dated June 10, 2020.

On June 17, 2020, in connection with the issuance of the Depositary Shares, the Company entered into a deposit agreement (which is attached as Exhibit 4.1 hereto and incorporated herein by reference) among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, the other parties thereto and the holders from time to time of the depositary receipts issued thereunder.




ITEM 9.01  Financial Statements and Exhibits.



  (d) Exhibits




 Exhibit
 Number     Description

  3.1         Articles of Amendment to the Articles of Incorporation, including the
            Certificate of Designations with respect to the 6.625% Fixed-Rate Reset
            Non-Cumulative Preferred Stock, Series B of the Company (incorporated by
            reference to Exhibit 3.2 to the Company's Registration Statement on Form
            8-A filed on June 16, 2020).

  4.1         Deposit Agreement, dated as of June 17, 2020, among the Company,
            Computershare Inc. and Computershare Trust Company, N.A., jointly as
            Depositary, the other parties thereto and the holders from time to time
            of depositary receipts issued thereunder.

  5.1         Opinion of Renee D. Montz, Executive Vice President, General Counsel
            and Corporate Secretary of American Equity Investment Life Holding
            Company.

  5.2         Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

  23.1        Consent of Renee D. Montz, Executive Vice President, General Counsel
            and Corporate Secretary of American Equity Investment Life Holding
            Company (included in Exhibit 5.1).

  23.2        Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
            Exhibit 5.2).

104         The cover page from this Current Report on Form 8-K, formatted in Inline
            XBRL.

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