8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2013

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, Iowa 50266

(Address of Principal Executive Offices)  (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:

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

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

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

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

Item 8.01              Other Events.

In a press release on June 21, 2013, American Equity Investment Life Holding Company announced the withdrawal of its previously announced proposed offering of $250 million aggregate principal amount of notes due to market conditions. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01              Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release dated June 21, 2013, announcing the withdrawal of the previously announced proposed offering of $250 million aggregate principal amount of notes by American Equity Investment Life Holding Company.

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SIGNATURES

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

Date: June 21, 2013	AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
	By:	/s/ John M. Matovina
	Name:	John M. Matovina
	Title:	Chief Executive Officer and President

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated June 21, 2013, announcing the withdrawal of the previously announced proposed offering of $250 million aggregate principal amount of notes by American Equity Investment Life Holding Company.

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EX-99.1

Exhibit 99.1

	NEWS RELEASE
	For more information, contact:
	John M. Matovina, Chief Executive Officer
	(515) 457-1813, jmatovina@american-equity.com
	Ted M. Johnson, Chief Financial Officer
	(515) 457-1980, tjohnson@american-equity.com
FOR IMMEDIATE RELEASE	Debra J. Richardson, Chief Administrative Officer
June 21, 2013	(515) 273-3551, drichardson@american-equity.com
	Julie L. LaFollette, Director of Investor Relations
	(515) 273-3602, jlafollette@american-equity.com

American Equity Announces Withdrawal of

$250 Million Offering of Notes

WEST DES MOINES, IA — June 21, 2013 — American Equity Investment Life Holding Company (NYSE: AEL) (“American Equity” or the “Company”), a leading underwriter of index and fixed rate annuities, announced today that due to current market conditions it has withdrawn its previously announced proposed offering of $250 million aggregate principal amount of senior unsecured notes due 2021 (the “Notes”).

“The conditions in the debt capital markets led us to the conclusion that we should not proceed with the offering of our senior notes at this time,” said D.J. Noble, American Equity’s founder and Executive Chairman.  “The senior note offering and the intended use of proceeds was an opportunity to strengthen our already strong balance sheet.  However, we have the flexibility to be opportunistic about the timing of such an offering.  We will continue to monitor developments and may return to the market when conditions are more favorable.”

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, and shall not constitute an offer, solicitation or sale in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by the use of terms such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “project,” “intend,” “may,” “will,” “would,” “contemplate,” “possible,” “attempt,” “seek,” “should,” “could,” “goal,” “target,” “on track,” “comfortable with,” “optimistic” and similar words, although some forward-looking statements are expressed differently. Investors should consider statements that contain these words carefully because they describe the Company’s expectations, plans, strategies and goals and the Company’s beliefs concerning future business conditions, the Company’s results of operations, financial position, and the Company’s business outlook or they state other “forward-looking”

information based on currently available information. The “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 7, 2013, provides examples of risks, uncertainties and events that could cause the Company’s actual results to differ materially from the expectations expressed in the Company’s forward-looking statements. Forward-looking statements speak only as of the date the statement was made and the Company undertakes no obligation to update such forward-looking statements. There can be no assurance that other factors not currently anticipated by the Company will not materially and adversely affect the Company’s results of operations. Investors are cautioned not to place undue reliance on any forward-looking statements made by the Company or on the Company’s behalf.

ABOUT AMERICAN EQUITY

American Equity Investment Life Holding Company, through its wholly-owned operating subsidiaries, is a full service underwriter of fixed annuity and life insurance products, with a primary emphasis on the sale of index and fixed rate annuities.  American Equity Investment Life Holding Company, a New York Stock Exchange Listed company (NYSE: AEL), is headquartered in West Des Moines, Iowa.  For more information, please visit www.american-equity.com.