Item 1.01 Entry into a Material Definitive Agreement.
On October 17, 2020, American Equity Investment Life Holding Company (the
"Company") entered into an Investment Agreement (the "Investment Agreement")
with Brookfield Asset Management Inc. and Burgundy Acquisitions I Ltd.
(collectively, "Brookfield"), relating to the issuance and sale by the Company
to Brookfield of shares of common stock, par value $1.00 per share, of the
Company ("Common Stock") in two tranches. At the initial closing (the "Initial
Closing"), the Company has agreed to issue to Brookfield 9,106,042 shares of
Common Stock, which is equal to 9.9% of the issued and outstanding shares of
Common Stock without giving effect to the issuance of such shares, at a price of
$37.00 per share (the "Initial Investment"). The Initial Investment is subject
to certain specified conditions, including clearance under the Hart-Scott-Rodino
Antitrust Act of 1976. At the subsequent closing (the "Subsequent Closing" and,
together with the Initial Closing, the "Closings" and, each a "Closing"), the
Company has agreed to issue to Brookfield shares of Common Stock representing up
to 19.9% (including shares issued in the Initial Investment), but no less than
15.0%, of the issued and outstanding shares of Common Stock at such time (the
"Subsequent Investment" and, together with the Initial Investment, the
"Investment"), giving effect to the shares issued in the Subsequent Investment,
at a price per share equal to the greater of $37.00 and the most recently
announced adjusted book value per share of the Company. The Subsequent
Investment is subject to certain specified conditions, including the receipt of
regulatory approvals and the entry into one or more reinsurance agreements
consummating the Reinsurance Transaction (as defined below). The purchase price
in the Initial Investment and the Subsequent Investment are subject to
adjustment upon the occurrence of certain limited dilutive events set forth in
the Investment Agreement. The Investment Agreement contains customary
representations and warranties of the Company and Brookfield.
Upon consummation of the Initial Closing, Brookfield will be entitled to appoint
an individual to the Board of Directors of the Company (the "Board"), until
Brookfield beneficially owns less than 9.0% of the issued and outstanding shares
of Common Stock (excluding any reduction in Brookfield's ownership stake
resulting from share repurchases or new issuances of Common Stock by the
Company).
For a period of two years from the respective Closing of the Initial Investment
and the Subsequent Investment, Brookfield has agreed not to transfer any of the
shares of Common Stock acquired in the Investment subject to certain limited
exceptions.
In addition, from the date of the Investment Agreement until the date that is
five years following the Initial Closing, Brookfield and certain of their
affiliates will be subject to customary standstill obligations that restrict
them from, among other things, purchasing additional shares of Common Stock,
selling shares of Common Stock to activists or competitors, and taking or
supporting certain shareholder actions, subject to certain limited exceptions.
For 40 trading days following any issuance of shares of Common Stock or shares
convertible into Common Stock by the Company (other than equity compensation),
Brookfield will have an exception from the standstill to purchase shares of
Common Stock in the open market to maintain its percentage ownership of the
Company immediately prior to such issuance.
On or before the earlier of (i) the two year anniversary of the Initial Closing
or (ii) 30 days following the termination of the standstill provisions, the
Company will file a registration statement registering the resale of the shares
of Common Stock owned by Brookfield.
The Investment Agreement will terminate if the Investment has not closed by June
17, 2021, subject to extension to August 17, 2021 in a certain specified
circumstance, provided that certain provisions, including the standstill
provisions and the Board seat designation provision, will survive if the Initial
Investment has closed prior to such termination.
The foregoing description of the Investment 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 Investment Agreement, which is
attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by reference.
As described in Item 1.01, pursuant to the terms of the Investment Agreement,
the Company has agreed to issue and sell shares of Common Stock to Brookfield.
This issuance and sale will be exempt from registration under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the
Securities Act. Brookfield represented to the Company that it is an "accredited
investor" as defined in Rule 501 of the Securities Act and that the Common Stock
is being acquired for investment purposes and not with a view to, or for sale in
connection with, any distribution thereof, and appropriate legends will be
affixed to any certificates evidencing shares of the Common Stock.
Item 7.01 Regulation FD Disclosure.
On October 18, 2020, the Company issued a press release announcing the execution
of the Investment Agreement, the Reinsurance Transaction, a share repurchase
program and that its Board, after careful review, with the assistance of its
financial and legal advisors, unanimously determined that Athene Holding Ltd.
("Athene") and Massachusetts Mutual Life Insurance Company's ("MassMutual")
unsolicited, non-binding proposal made public by Athene on October 1, 2020 is
opportunistic, significantly undervalues the Company, and is not in the best
interests of the Company and its shareholders and other stakeholders. A copy of
this press release and a letter from the Company to Athene and MassMutual are
furnished herewith as Exhibits 99.1 and 99.2, respectively, to this Current
Report on Form 8-K.

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The Company released an investor presentation, a copy of which is furnished
herewith as Exhibit 99.3 to this Current Report on Form 8-K.
The information contained in, or incorporated into, this Item 7.01, including
Exhibits 99.1, 99.2 and 99.3 attached hereto, is being "furnished" and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
under that section, nor shall it be incorporated by reference into any
registration statement or other filing under the Securities Act or the Exchange
Act, except as shall be expressly set forth by specific reference. This report
shall not be deemed an admission as to the materiality of any information in
this report that is being disclosed pursuant to Regulation FD.
Item 8.01 Other Events.
Reinsurance Transaction
On October 17, 2020, the Company reached agreement with Brookfield on the key
terms of an arms' length reinsurance transaction (the "Reinsurance
Transaction"). The reinsurance transaction would involve a cession of
approximately $5.0 billion of in-force liabilities from the Company to a
Brookfield reinsurer, and a further cession anticipated to increase over a five
year period to be at least $5.0 billion of future originations of the Company.
With respect to both in-force liabilities and future originations, subject
business would comprise the Company's IncomeShield product, together with other
similar annuity products. A Brookfield affiliate would be appointed as
investment manager and an affiliate of the Company would provide certain asset
management services.
Upon closing, the reinsurance transaction would be expected to result in the
release of $320 to $350 million of capital, which could be deployed into share
repurchases, organic growth and other strategic initiatives of the Company. In
addition, the reinsurance transaction would help facilitate the Company's
transition from a "return on equity" (ROE) business model, dependent on earning
a spread on liabilities, to a "return on assets" (ROA) business model, through
which income is earned on investment assets and required capital constraints are
reduced or eliminated. Specifically, upon closing, the reinsurance transaction
would be expected to generate an anticipated $42 million (pre-tax) in revenue
for the Company over each of the next seven years as a result of income from the
insurance cede and fees for asset management services.
Pursuant to the Investment Agreement, the parties have agreed to use their
respective reasonable best efforts to negotiate in good faith to prepare and
finalize one or more reinsurance agreements and related schedules reflecting the
foregoing and certain other terms and conditions as promptly as reasonably
practicable.
Share Repurchase Program
The Company intends, but is not obligated, to use all or a portion of the
proceeds from the Investment to repurchase up to $500 million of Common Stock,
although the Company is not required to make such repurchases at a specific
price or within a specific time frame, if at all, and there is no assurance that
the Company will be successful in doing so. The repurchase is expected to offset
dilution from the issuance of shares of Common Stock to Brookfield. The Company
expects to commence the share repurchase after its third quarter earnings
announcement.
Forward Looking Statements
Certain statements contained in this report and any related oral 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 Exchange
Act. 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 "guidance", "expect", "anticipate",
"strong", "believe", "intend", "goal", "objective", "target", "position",
"potential", "will", "may", "would", "should", "deliver", "enable", "estimate",
"projects", "outlook", "opportunity" 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
proposed transaction 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.

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Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits
The following exhibits are being furnished with this Form 8-K.
Exhibit
Number              Description
10.1                  Investment Agreement, dated as of October 17, 2020, 

by and among American Equity

Investment Life Holding Company, Brookfield Asset 

Management Inc. and Burgundy

Acquisitions I Ltd.
99.1                  Press Release, dated October 18, 2020.
99.2                  Letter to Athene Holding Ltd. and Massachusetts

Mutual Life Insurance Company,


                    dated October 18, 2020.
99.3                  Investor Presentation, dated October 18, 2020.
104                 The cover page from this Current Report on Form 8-K, 

formatted in Inline XBRL.

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