0001039828-24-000066.txt : 20240506 0001039828-24-000066.hdr.sgml : 20240506 20240506152451 ACCESSION NUMBER: 0001039828-24-000066 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: Neugent Gerard D. CENTRAL INDEX KEY: 0001500104 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31911 FILM NUMBER: 24917228 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_1715023481.xml FORM 4 X0508 4 2024-05-02 1 0001039828 AMERICAN EQUITY INVESTMENT LIFE HOLDING CO AEL 0001500104 Neugent Gerard D. 6000 WESTOWN PARKWAY WEST DES MOINES IA 50266 1 0 0 0 0 Common Stock 2024-05-02 4 D 0 53507 D 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 3,303 shares of AEL Common Stock subject to vesting conditions (AEL Restricted Stock). Pursuant to the Merger Agreement, at the Effective Time, each award of AEL Restricted Stock that was outstanding immediately prior to the Effective Time automatically had any restrictions thereon lapsed and was converted into the right to receive a cash payment, without interest, equal to the product of (i) the number of shares of AEL Restricted Stock subject to such award immediately prior to the Effective Time and (ii) $55. /s/ Gerard D. Neugent 2024-05-06