8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2021

AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Iowa	001-31911	42-1447959
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6000 Westown Parkway

West Des Moines, IA 50266

(Address of principal executive offices and zip code)

(515) 221-0002

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $1	AEL	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A	AELPRA	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B	AELPRB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Exhibit Number	Description
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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN EQUITY
	INVESTMENT LIFE HOLDING COMPANY
Date: June 10, 2021	By:	/s/ Phyllis Zanghi
		Phyllis Zanghi
		Executive Vice President and Chief Legal Officer

EX-10.1

Exhibit 10.1

AMENDMENT TO INVESTMENT AGREEMENT

This AMENDMENT (this “Amendment”), dated as of June 10, 2021, is entered into by and among Brookfield Asset Management Inc., a corporation amalgamated under the laws of Ontario, Canada (“BAM”), Brookfield Asset Management Reinsurance Partners Ltd., a Bermuda limited company (“BAM Reinsurance”), North End Re (Cayman) SPC, a Cayman segregated portfolio company (“North End Reinsurance”), and American Equity Investment Life Holding Company, an Iowa corporation (“AEL”).

WHEREAS, BAM, Burgundy Acquisitions I Ltd. (“Burgundy”) and AEL entered into an Investment Agreement, dated as of October 17, 2020 (the “Investment Agreement”);

WHEREAS, BAM, BAM Reinsurance, Burgundy, North End Reinsurance and AEL entered into the Agreement, Consent and Waiver in Anticipation of Regulatory Form A Filing, dated as of February 28, 2021, which provided for, among other things, the assignment of certain obligations under the Investment Agreement by BAM and Burgundy to BAM Reinsurance and North End Reinsurance; and

WHEREAS, pursuant to Section 11 of the Investment Agreement, the parties desire to amend the Investment Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and intending to be legally bound, the parties hereto hereby agree as follows:

1.Amendment of Section 4.1. Section 4.1(d) of the Investment Agreement is hereby amended and replaced in its entirety by the following:

“the parties shall have obtained all regulatory approvals required to consummate the transactions contemplated by the Reinsurance Agreement;”

2.Amendment of Section 8. Section 8.1(d) of the Investment Agreement is hereby amended and replaced in its entirety by the following:

“by either the Company or the Purchaser if the Subsequent Closing shall not have occurred prior to 5:00 p.m., New York City time, on August 31, 2021 (the “Outside Termination Date”); provided that, if on a date that would have been the Outside Termination Date the conditions set forth in Section 4.1(c) and Section 4.1(d) are the only conditions in Section 4.1 that shall not have been satisfied or waived on or before such date, the Outside Termination Date shall be automatically extended until 5:00 p.m., New York City time, on November 30, 2021, in which case the Outside Termination Date shall be deemed for all purposes under this Agreement to be such later date; provided further that the right to terminate this Agreement under this Section 8.1(d) shall not be available to a party whose failure to fulfill any material obligation under this Agreement or other material breach of this Agreement has been the primary cause of, or resulted in, the failure of the Subsequent Closing to have occurred prior to such time.”

3.Miscellaneous. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Investment Agreement. The provisions of Section 11 (Amendments and Waivers), Section 12 (Notices, etc.), Section 16 (Governing Law), Section 17 (Waiver of Jury Trial), Section 19 (Counterparts; Electronic Signature), Section 20 (Severability) and Section 21 (Miscellaneous) of the Investment Agreement shall apply mutatis mutandis to this Agreement.

[Signature Pages Follow]

This Amendment is hereby agreed to as of the date first written above.

BROOKFIELD ASSET MANAGEMENT INC.
by
	/s/ Kathy Sarpash
	Name: Kathy Sarpash
	Title: Senior Vice President
BROOKFIELD ASSET MANAGEMENT
REINSURANCE PARTNERS LTD.
by
	/s/ Gregory E. A. Morrison
	Name: Gregory E. A. Morrison
	Title: Director
NORTH END RE (CAYMAN) SPC
by
	/s/ Gregory McConnie
	Name: Gregory McConnie
	Title: Chief Executive Officer

AMERICAN EQUITY INVESTMENT LIFE
HOLDING COMPANY
by
	/s/ Phyllis Zanghi
	Name: Phyllis Zanghi
	Title: Executive Vice President, Chief
	Legal Officer and Secretary

XML

Cover Page	Jun. 07, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 07, 2021
Entity Registrant Name	AMERICAN EQUITY INVESTMENT LIFE HOLDING CO
Entity Incorporation, State or Country Code	IA
Entity File Number	001-31911
Entity Tax Identification Number	42-1447959
Entity Address, Address Line One	6000 Westown Parkway
Entity Address, City or Town	West Des Moines
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50266
City Area Code	515
Local Phone Number	221-0002
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001039828
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common stock, par value $1
Trading Symbol	AEL
Security Exchange Name	NYSE
Preferred Stock, Series A
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A
Trading Symbol	AELPRA
Security Exchange Name	NYSE
Preferred Stock, Series B
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B
Trading Symbol	AELPRB
Security Exchange Name	NYSE