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): July 12, 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	(Commission	(IRS Employer
of Incorporation)	File Number)	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 1.01Entry into a Material Definitive Agreement.

On July 12, 2013, American Equity Investment Life Holding Company (the “Company”) entered into an amendment (the “First Amendment”) to the Credit Agreement, dated as of January 28, 2011, among the Company, the lenders and agents from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”). The First Amendment permits the Company to issue the $400 million aggregate principal amount of senior unsecured notes due 2021 (the “Notes”) pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. The First Amendment further permits future guarantees of the Notes by subsidiaries of the Company.

The foregoing description is qualified in its entirety by the terms of the First Amendment, which is attached hereto as Exhibit 10.1.

Item 8.01Other Events.

In a press release on July 12, 2013, American Equity Investment Life Holding Company announced the pricing of $400 million aggregate principal amount of 6.625% Senior Notes due 2021. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
10.1	First Amendment, dated July 12, 2013, to the Credit Agreement dated January 28, 2011 among American Equity Investment Life Holding Company, JPMorgan Chase Bank, National Association, Suntrust Bank and Deutsche Bank Securities, Inc.
99.1	Press Release dated July 12, 2013, announcing pricing of $400 million offering 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: July 12, 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
10.1	First Amendment, dated July 12, 2013, to the Credit Agreement dated January 28, 2011 among American Equity Investment Life Holding Company, JPMorgan Chase Bank, National Association, Suntrust Bank and Deutsche Bank Securities, Inc.
99.1	Press Release dated July 12, 2013, announcing pricing of $400 million offering of notes by American Equity Investment Life Holding Company.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT

FIRST AMENDMENT, dated as of July 12, 2013 (this “Amendment”), to the Credit Agreement, dated as of January 28, 2011 (the “Existing Credit Agreement”; as amended by this Amendment, the “Credit Agreement”), among American Equity Investment Life Holding Company, an Iowa corporation (the “Borrower”), the lenders and agents from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent.

W I T N E S S E T H :

WHEREAS, pursuant to the Existing Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, the Borrower has requested certain amendments to the Existing Credit Agreement as more fully set forth herein; and

WHEREAS, the Lenders have agreed to such amendments but only on the terms and conditions contained in this Amendment;

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.Defined Terms.  Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement unless the context otherwise requires.

SECTION 2.Amendments.

(a)Section 1.01 of the Existing Credit Agreement is amended by adding the following definitions in alphabetical order:

“2013 HY Debt” has the meaning specified in Section 6.01(a)(ix).

“2013 HY Debt Documents” means the Indenture in respect of the 2013 HY Debt to be dated as of, on, or about July 17, 2013 by and between the Borrower and Wells Fargo Bank, National Association, as Trustee, the Borrower’s senior unsecured notes due 2021 to be issued thereunder, and related instruments, agreements and other documents, as amended and supplemented from time to time pursuant to this Agreement.

“Existing 2013 Terms” has the meaning specified in Section 6.01(a)(ix).

(b)Section 1.01 of the Existing Credit Agreement is further amended by adding at the end of the definition of “Equity Interests” the phrase “; provided that the Convertible Debt and any other similar convertible securities issued by the Borrower shall be deemed not to be Equity Interests prior to their conversion to shares of common stock of the Borrower”.

(c)Section 6.01(a) of the Existing Credit Agreement is amended by (i) replacing “(j)” with “(a)” and (ii) deleting the word “and” at the end of clause (viii), (ii) renumbering clause (ix) as clause (x) and (iii) adding the following new clause (ix):

(ix)  Debt of the Borrower of not greater than $400,000,000 in aggregate principal amount issued under the 2013 HY Debt Documents (the “2013 HY Debt”), any Debt of the Borrower, not greater in principal amount than the aggregate initial principal amount of the 2013 HY Debt (plus any accrued but unpaid interest, fees and premiums payable by the Borrower in connection with any replacement, refinancing or exchange for the 2013 HY Debt) and otherwise on terms not more restrictive on or otherwise less favorable to the Borrower in any material respect than the terms contained in the 2013 HY Debt Documents (the “Existing 2013 Terms”), in replacement, refinancing or exchange therefor, whether or not the notes, debentures or other instruments evidencing such replacement, refinancing or exchange Debt are exempt from registration requirements (without limiting the generality of the foregoing, it is the intention hereby that the terms of the 2013 HY Debt, including the effect of any modification thereof, and the terms of any Debt in replacement, refinancing or exchange therefor, (i) provide for a final scheduled maturity not earlier than the first anniversary of the Maturity Date and (ii) otherwise shall not be more restrictive on, or otherwise less favorable to, the Borrower in any material respect than the Existing 2013 Terms), and any Guarantees from time to time by any Subsidiary of Debt of the Borrower permitted by this clause (ix); and

(d)Section 6.09 of the Existing Credit Agreement is amended by (i) deleting the word “and” at the end of clause (ii and replacing it with a comma and (ii) adding the following at the end of clause (iii):  “and (iv) the Borrower or any of its Subsidiaries may enter into Guarantees of Debt of the Borrower or its Subsidiaries permitted by Section 6.01(a)”.

(e)Section 6.10 of the Existing Credit Agreement is amended by (i) replacing the word “and” preceding clause (v) with a comma and (ii) adding the following at the end thereof: “and (vi) the foregoing shall not apply to restrictions and conditions imposed by the agreements governing Debt or Guarantees permitted by Section 6.01(a)(ix)”.

SECTION 3.Conditions to Effectiveness.  This Amendment shall become effective upon the date on which the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of the Borrower and the Required Lenders (the date of effectiveness, the “First Amendment Effective Date”).

SECTION 4.Representations and Warranties.  The Borrower hereby represents and warrants to the Administrative Agent and each Lender that (immediately before and after giving effect to this Amendment):

(a)as of the First Amendment Effective Date, each of the representations and warranties set forth in Article III of the Credit Agreement and in the other Credit Documents shall be true and correct on and as of the First Amendment Effective Date (except to the extent that such representations and warranties expressly relate to an earlier date in which case the Borrower hereby confirms, reaffirms and restates such representations and warranties as of such earlier date) with the same effect as if made on and as of the First Amendment Effective Date; and

(b)there does not exist any Default or Event of Default.

SECTION 5.Payment of Expenses.  The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and invoiced out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable and invoiced fees and disbursements of counsel to the Administrative Agent.

SECTION 6.No Other Amendment or Waivers; Confirmation.  Except as expressly provided hereby, all of the terms and provisions of the Existing Credit Agreement and the other Credit Documents are and shall remain in full force and effect.  The Borrower hereby reaffirms its obligations under the Existing Credit Agreement.  The amendments contained herein shall not be construed as an amendment of any other provision of the Existing Credit Agreement or the other Credit Documents or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of the Borrower that would require the waiver or consent of the Administrative Agent or the Lenders.

SECTION 7.GOVERNING LAW; WAIVER OF JURY TRIAL; MISCELLANEOUS.

(a)THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b)EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

(c)On and after the First Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import referring to the Existing Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Credit Agreement.

(d)This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent.  This Amendment may be delivered by facsimile or electronic transmission of the relevant signature pages hereof.  This Amendment shall constitute a Credit Document.

(e)The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns (including assignees of its Loans in whole or in part prior to effectiveness hereof).

SECTION 8.Severability.  Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.Headings.  Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, as Borrower
By:	/s/ Ted M. Johnson
	Name: Ted M. Johnson
	Title: CFO & Treasurer

[AEL — First Amendment]

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By:	/s/ Hector J. Varona
	Name: Hector J. Varona
	Title: Vice President

[AEL — First Amendment]

Name of Lender:
Bankers Trust Company
By:	/s/ Jon M. Doll
	Name: Jon M. Doll
	Title: Vice President

[AEL — First Amendment]

Name of Lender:
West Bank
By:	/s/ Kevin J. Smith
	Name: Kevin J. Smith
	Title: Sr. Vice President

[AEL — First Amendment]

Name of Lender:
SUNTRUST BANK
By:	/s/ Peter Wesemeier
	Name: Peter Wesemeier
	Title: Vice President

[AEL — First Amendment]

Name of Lender:
CITIBANK, N.A.
By:	/s/ Richard Rivera
	Name: Richard Rivera
	Title: Vice President

[AEL — First Amendment]

Name of Lender:
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Virginia Cosenza
	Name: Virginia Cosenza
	Title: Vice President
By:	/s/ Ming K. Chu
	Name: Ming K. Chu
	Title: Vice President

[AEL — First Amendment]

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE
July 12, 2013 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 Debra J. Richardson, Chief Administrative Officer
(515) 273-3551, drichardson@american-equity.com Julie L. LaFollette, Director of Investor Relations
(515) 273-3602, jlafollette@american-equity.com

American Equity Prices $400 Million of Senior Notes

WEST DES MOINES, IA — July 12, 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 it has priced a public offering of $400 million aggregate principal amount of senior unsecured notes due 2021 (the “Notes”).  The Notes will bear interest at 6.625% per year and will mature on July 15, 2021.

The Company intends to use the net proceeds of the offering of the Notes: (i) to pay the cash consideration required to purchase the Company’s 5.25% Contingent Convertible Senior Notes due 2029 (the “December 2029 Notes”) tendered in connection with an offer to exchange  any and all of the Company’s outstanding December 2029 Notes for cash and newly issued shares of common stock if the Company commences such an offer, depending on market conditions and other factors, including the payment of any applicable accrued and unpaid interest on such December 2029 Notes, (ii) to pay the cash consideration required to purchase the Company’s 3.5% Convertible Senior Notes due 2015 (the “September 2015 Notes”) tendered in connection with an offer to exchange any and all of the Company’s outstanding September 2015 Notes for cash and newly issued shares of common stock if the Company commences such an offer, depending on market conditions and other factors, including the payment of any applicable accrued and unpaid interest on such September 2015 Notes, (iii) to repay all amounts outstanding under the Company’s existing revolving credit facility and (iv) to pay related fees and expenses.   Any proceeds we are unable to use in the manner described above, due to market conditions or otherwise, or any excess proceeds after those uses  may be used to tender for, redeem or repurchase any of the December 2029 Notes or September 2015 Notes that remain outstanding and/or  for general corporate purposes.

J.P. Morgan Securities LLC is acting as sole book-running manager of the offering, and SunTrust Robinson Humphrey, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., FBR Capital Markets & Co. and Raymond James & Associates, Inc. are acting as co-managers of the offering.  The offering is being made pursuant to an effective shelf registration statement, previously

filed by the Company with the Securities and Exchange Commission, and is being made solely by means of a prospectus supplement and accompanying prospectus.  A copy of the prospectus supplement and related base prospectus may be obtained on the SEC’s website at www.sec.gov.  Alternatively, the underwriters will provide copies upon request to: J.P. Morgan Securities LLC at 1-800-245-8812 or by mail to Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11787, Attention: Post-Sale Fulfillment.

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.

In addition, this press release does not constitute an offer to buy the December 2029 Notes or the September 2015 Notes. Any tender offer or offer to exchange will be made only pursuant to an offer to purchase statement or an exchange offer statement, letter of transmittal and related materials that American Equity would distribute to applicable noteholders.  Noteholders and investors should read carefully any offer to purchase statement or exchange offer statement, letter of transmittal and related materials because they will contain important information, including the various terms of, and conditions to, the tender or exchange offer, if any.

The Company may file a registration statement (including a prospectus) with the SEC for any exchange offer for the December 2029 Notes or the September 2015 Notes to which this communication relates.  Before you invest through any such exchange offer, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and any such exchange offer.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the Company will arrange to send you any prospectus after filing if you request it by calling 1-800-245-8812.

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.