0001039828-24-000065.txt : 20240506 0001039828-24-000065.hdr.sgml : 20240506 20240506152438 ACCESSION NUMBER: 0001039828-24-000065 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240502 FILED AS OF DATE: 20240506 DATE AS OF CHANGE: 20240506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Volpe Nicholas P. CENTRAL INDEX KEY: 0001940668 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31911 FILM NUMBER: 24917226 MAIL ADDRESS: STREET 1: 6000 WESTOWN PARKWAY CITY: WEST DES MOINES STATE: IA ZIP: 50266 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EQUITY INVESTMENT LIFE HOLDING CO CENTRAL INDEX KEY: 0001039828 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] ORGANIZATION NAME: 02 Finance IRS NUMBER: 421447959 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6000 WESTOWN PARKWAY CITY: WEST DEMOINES STATE: IA ZIP: 50266 BUSINESS PHONE: 5152210002 MAIL ADDRESS: STREET 1: 6000 WESTOWN PARKWAY CITY: WEST DES MOINES STATE: IA ZIP: 50266 4 1 wk-form4_1715023468.xml FORM 4 X0508 4 2024-05-02 1 0001039828 AMERICAN EQUITY INVESTMENT LIFE HOLDING CO AEL 0001940668 Volpe Nicholas P. 6000 WESTOWN PARKWAY WEST DES MOINES IA 50266 0 1 0 0 EVP & Chief Technology Officer 0 Common Stock 2024-05-02 4 D 0 19337 D 0 D Common Stock 2024-05-02 4 D 0 197 D 0 I By ESOP Performance-Based Restricted Stock Units 2024-05-02 4 D 0 5302 D Common Stock 5302 0 D On May 2, 2024, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of July 4, 2023, by and among the Issuer, Brookfield Reinsurance Ltd., a Bermuda exempted company limited by shares (Parent), Arches Merger Sub, Inc., an Iowa corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Brookfield Asset Management Ltd., a company incorporated under the laws of the Province of British Columbia (BAM), the Issuer merged with and into Merger Sub, with the Issuer surviving as a wholly-owned subsidiary of Parent (the Merger). Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each issued and outstanding share of common stock, par value $1.00 per share, of the Issuer (AEL Common Stock) was exchanged for (i) $38.85 per share in cash, without interest (the Cash Consideration) and (ii) a number of fully-paid and nonassessable shares of class A limited voting shares of BAM (BAM Class A Stock) equal to the Exchange Ratio (as defined in the Merger Agreement) (the Stock Consideration, together with the Cash Consideration, the Merger Consideration), for an aggregate value of $56.50 per share of AEL Common Stock based on the 10-day volume-weighted average share price of BAM Class A Stock (measured five business days prior to May 2, 2024) (the BAM Class A Stock Price). Includes 16,491 restricted stock units of the Issuer (AEL RSUs). Pursuant to the Merger Agreement, at the Effective Time, each outstanding AEL RSU, other than the AEL RSUs granted following the date of the Merger Agreement (Rollover AEL RSUs), was automatically canceled and converted into the right to receive a cash payment, without interest, equal to the product of (1) the number of shares of AEL Common Stock subject to such AEL RSU immediately prior to the Effective Time and (2) $55. At the Effective Time, any outstanding Rollover AEL RSU automatically ceased to represent an award denominated in AEL Common Stock and was converted into an award of cash-settled restricted stock units denominated in shares of BAM Class A Stock (an Exchanged RSU) and will generally continue to be governed by the same material terms and conditions applicable to the Rollover AEL RSUs immediately prior to the Effective Time, with the number of shares of BAM Class A Stock subject to each such Exchanged RSU equal to the product (rounded down to the nearest whole) of (i) the number of shares of AEL Common Stock subject to such Rollover AEL RSU immediately prior to the Effective Time multiplied by (ii) the quotient of (A) $55 divided by (B) the BAM Class A Stock Price. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit subject to performance-based vesting conditions (each, an AEL PSU) was automatically canceled and converted into the right to receive a cash payment, without interest, equal to the product of (i) the number of shares of AEL Common Stock subject to such AEL PSU immediately prior to the Effective Time (based on (A) for AEL PSUs other than the AEL PSUs granted pursuant to the employee restricted stock unit award agreement, dated November 29, 2022, by and between AEL and the Chief Executive Officer of AEL (such PSUs, the VWAP PSUs), a performance level determined based on the greater of target and actual performance as reasonably determined by the Compensation and Talent Management Committee of the board of directors of the Issuer immediately prior to the Effective Time and (B) for the VWAP PSUs, attainment of applicable performance goals based on $55) and (ii) $55. /s/ Nicholas P. Volpe 2024-05-06