Item 1.01 Entry into a Material Definitive Agreement.
On
Total consideration payable by Buyer to Seller for the sale of the Acquired
Companies is
Under the terms of the Stock Purchase Agreement, Seller will, prior to the closing of the transaction, transfer out-of-scope businesses from GALIC to other affiliates of the Company, including certain real estate assets. There will also be other inter-company transfers of assets and liabilities into and out of the Acquired Companies prior to the closing.
The transaction is subject to the satisfaction or waiver of customary closing
conditions, including approval of the
Furthermore, Buyer has agreed in the Stock Purchase Agreement that, for at least
three (3) years following the closing of the transaction, Buyer will maintain
(i) the existing overall level of employment of the Acquired Companies (subject
to adjustment for voluntary attrition and voluntary transfers, if any) and (ii)
the principal office of the Acquired Companies in
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The summary of the Stock Purchase Agreement in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated by reference in its entirety herein.
The representations, warranties and covenants of the Company, Seller and Buyer contained in the Stock Purchase Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Stock Purchase Agreement, (ii) are subject to materiality qualifications contained in the Stock Purchase Agreement which may differ from what may be viewed as material by investors, (iii) were made only as of the date of the Stock Purchase Agreement or such other date as is specified in the Stock Purchase Agreement and (iv) have been included in the Stock Purchase Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Stock Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Stock Purchase Agreement, and not to provide investors with any other factual information regarding the Company, Buyer or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Buyer or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Stock Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's or Buyer's public disclosures.
Item 7.01 Regulation FD Disclosure.
On
The information and exhibit provided pursuant to this Item 7.01 shall not be deemed to be "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 18, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 2.1 Stock Purchase Agreement, dated as ofJanuary 27, 2021 , by and amongMassachusetts Mutual Life Insurance Company ,Great American Financial Resources, Inc. andAmerican Financial Group, Inc. 99.1 Press Release ofAmerican Financial Group, Inc. , datedJanuary 27, 2021 (furnished and not filed) 104 Cover page Interactive Date File (embedded within Inline XBRL document). 2
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