Item 1.01 Entry into a Material Definitive Agreement
On June 10, 2021, American Equity Investment Life Holding Company (the
"Company") entered into an amendment (the "Amendment") with Brookfield Asset
Management Inc. ("BAM"), Brookfield Asset Management Reinsurance Partners Ltd.
("BAM Re") and North End Re (Cayman) SPC ("North End Re" and, together with BAM
Re and BAM, "Brookfield"), to the Investment Agreement (the "Investment
Agreement"), dated as of October 17, 2020, among the Company, BAM and Burgundy
Acquisitions I Ltd.
As the Company previously disclosed, the Investment Agreement provided for the
issuance and sale by the Company to Brookfield of shares of common stock, par
value $1.00 per share, of the Company in two tranches, the latter of which is
defined as the "Subsequent Investment" in the Investment Agreement. The
Investment Agreement originally provided for an outside termination date of June
17, 2021 if the Subsequent Investment had not occurred on or prior to such date,
subject to extension to August 17, 2021 in the event that certain regulatory
approvals had not yet been received.
The Amendment changes the outside termination date in the Investment Agreement
to August 31, 2021. The outside termination date is also subject to extension to
November 30, 2021 if the consummation of the Subsequent Investment is subject
only to receipt of certain regulatory approvals with respect to the Subsequent
Investment and Reinsurance Agreement (as defined in the Investment Agreement).
The foregoing description of the Amendment 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 as Exhibit
10.1 to the Company's Current Report on Form 8-K filed on October 19, 2020, and
by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 8.01 Other Events
On June 7, 2021, American Equity Investment Life Insurance Company submitted a
binding reinsurance agreement with North End Re (Cayman) SPC for Iowa Insurance
Division regulatory approval. The Company and its affiliates expect to close the
reinsurance arrangements by the outside termination date, subject to receipt of
required regulatory approvals.
The forward-looking statements in this disclosure, such as "expects," are based
on assumptions and expectations that involve risks and uncertainties, including
the "Risk Factors" the Company describes in its U.S. Securities and Exchange
Commission filings. Events may differ, and the Company has no obligation to
correct or update any of these statements.
Item 9.01. Financial Statements and Exhibits
10.1 Amendment to Investment Agreement, dated June 10
, 2021, by and among American
Equity Investment Life Holding Company, Brookfield
Asset Management Reinsurance Partners
Ltd. and North End Re (Cayman) SPC.
104 The cover page from this Current Report on Form 8-K,
formatted in Inline XBRL.
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