Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 28, 2021, American Financial Group, Inc. (the "Company") and Great
American Financial Resources, Inc., a Delaware corporation ("Seller") and a
direct wholly-owned subsidiary of the Company, completed the previously
announced sale (the "Transaction") of the Company's annuity business and related
assets through the sale of all of the issued and outstanding equity of (i) Great
American Life Insurance Company, an Ohio domiciled indirect life insurance
company subsidiary of the Company ("GALIC"), (ii) Great American Advisors, Inc.,
an Ohio domiciled indirect broker-dealer subsidiary of the Company ("GAAI"), and
(iii) AAG Insurance Agency, Inc., a Kentucky domiciled insurance agency
subsidiary of the Company (together with GAAI, GALIC and GALIC's annuity
insurance company subsidiaries (Annuity Investors Life Insurance Company and
Manhattan National Life Insurance Company), the "Acquired Companies"). The
Acquired Companies were acquired by a subsidiary of Massachusetts Mutual Life
Insurance Company, a mutual life insurance company organized under the laws of
Massachusetts ("Buyer"). The Transaction resulted in the Company's disposition
of the Company's annuity business and related assets. The purchase price at
closing payable by Buyer to Seller for the sale of the Acquired Companies was
approximately $3.5 billion in cash. The purchase price is subject to a
post-closing adjustment mechanism set forth in the definitive stock purchase
agreement for the Transaction.
Item 7.01 Regulation FD Disclosure.
On May 28, 2021, the Company issued a press release announcing the completion of
the sale of the Company's annuity business and related assets. The press
release is furnished as Exhibit 99.1 to this Form 8-K.
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.
Cautionary Statement Regarding Forward-Looking Statements
Statements made in this Current Report on Form 8-K concerning the Company, the
Company's or management's intentions, expectations, outlook or predictions about
future results or events, including the assumptions underlying the unaudited pro
forma condensed consolidated financial information, are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements reflect management's current intentions or beliefs and
are subject to risks and uncertainties that could cause actual results or events
to vary from stated expectations, which variations could be material and
adverse. 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 the Company's investment portfolio; the availability of capital;
changes in insurance law or regulation, including changes in statutory
accounting rules, including modifications to capital requirements; the effects
of the COVID-19 outbreak, including the effects on the international and
national economy and credit markets, legislative or regulatory developments
affecting the insurance industry, quarantines or other travel or health-related
restrictions; changes in the legal environment affecting the Company 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 the Company or its
business partners and service providers, which could negatively impact the
Company's business and/or expose the Company 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 the Company's credit ratings or the financial strength ratings
assigned by major ratings agencies to the Company's operating subsidiaries; the
impact of the conditions in the international financial markets and the global
economy relating to the Company's international operations; and other factors
identified in the Company's filings with the U.S. Securities and Exchange
Commission. The unaudited pro forma condensed consolidated financial information
contained in this Current Report on Form 8-K is for illustrative purposes only
and is based on various adjustments and assumptions and is not necessarily an
indication of the financial condition or the results of operations of the
Company that would have been achieved had the Transaction been completed as of
the date indicated or that may be achieved in the future. The Company's
forward-looking statements speak only as of the time made, and management
assumes no obligation to publicly update any such statements. Additional
information concerning these and other factors that could cause actual results
and events to differ materially from the Company's current expectations are
contained in the Company's Form 10-K for the year ended December 31, 2020 and in
the Company's Form 10-Q for the quarter ended March 31, 2021. The Company
undertakes no obligation to update or revise any forward-looking statements to
reflect subsequent events, new information or future circumstances.
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Item 8.01 Other Events.
In connection with the closing of this transaction, the Company has declared a
special, one-time cash dividend of $14.00 per share of Company Common Stock. The
dividend is payable on June 15, 2021 to holders of record on June 8, 2021. In
addition, on May 19, 2021, the Company's Board of Directors authorized the
repurchase of up to an additional 5,000,000 shares of the Company's outstanding
common stock through December 31, 2025.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The pro forma financial information required by Article 11 of Regulation S-X are
attached hereto as Exhibit 99.2 and incorporated by reference herein.
(d) Exhibits.
99.1 Press Release of American Financial Group, Inc. (furnished and not
filed)
99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements
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