0001104659-13-077979.txt : 20131025 0001104659-13-077979.hdr.sgml : 20131025 20131025155427 ACCESSION NUMBER: 0001104659-13-077979 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131015 FILED AS OF DATE: 20131025 DATE AS OF CHANGE: 20131025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CLEARBRIDGE AMERICAN ENERGY MLP FUND INC. CENTRAL INDEX KEY: 0001570318 IRS NUMBER: 462078197 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: (888) 777-0102 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athene USA Corp CENTRAL INDEX KEY: 0001051717 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 811-22805 FILM NUMBER: 131170834 BUSINESS ADDRESS: STREET 1: 7700 MILLS CIVIC PARWAY CITY: WEST DES MOINES STATE: IA ZIP: 50266 BUSINESS PHONE: 310-698-4437 MAIL ADDRESS: STREET 1: 841 APOLLO STREET STREET 2: SUITE 150 CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER NAME: FORMER CONFORMED NAME: AMERUS GROUP CO/IA DATE OF NAME CHANGE: 20000921 FORMER NAME: FORMER CONFORMED NAME: AMERICAN MUTUAL HOLDING CO DATE OF NAME CHANGE: 19971217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aviva Life & Annuity Co CENTRAL INDEX KEY: 0000837332 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 811-22805 FILM NUMBER: 131170835 BUSINESS ADDRESS: STREET 1: 7700 MILLS CIVIC PARKWAY CITY: WEST DES MOINES STATE: IA ZIP: 50266 BUSINESS PHONE: 310-698-4437 MAIL ADDRESS: STREET 1: 841 APOLLO STREET STREET 2: SUITE 150 CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER NAME: FORMER CONFORMED NAME: AMERUS LIFE INSURANCE CO DATE OF NAME CHANGE: 19960726 FORMER NAME: FORMER CONFORMED NAME: AMERICAN MUTUAL LIFE INSURANCE CO DATE OF NAME CHANGE: 19950227 FORMER NAME: FORMER CONFORMED NAME: CENTRAL LIFE ASSURANCE CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATHENE ANNUITY & LIFE ASSURANCE Co CENTRAL INDEX KEY: 0000059252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 811-22805 FILM NUMBER: 131170836 BUSINESS ADDRESS: STREET 1: 400 BROOKFIELD PARKWAY CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 310-698-4437 MAIL ADDRESS: STREET 1: 841 APOLLO STREET STREET 2: SUITE 150 CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER NAME: FORMER CONFORMED NAME: LIBERTY LIFE INSURANCE CO DATE OF NAME CHANGE: 19960202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athene Holding Ltd CENTRAL INDEX KEY: 0001527469 STATE OF INCORPORATION: D0 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 811-22805 FILM NUMBER: 131170837 BUSINESS ADDRESS: STREET 1: 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: 441-279-8400 MAIL ADDRESS: STREET 1: 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 3 1 a3.xml 3 X0206 3 2013-10-15 0 0001570318 CLEARBRIDGE AMERICAN ENERGY MLP FUND INC. CBA 0001527469 Athene Holding Ltd 96 PITTS BAY ROAD PEMBROKE D0 HM08 BERMUDA 0 0 1 0 0000059252 ATHENE ANNUITY & LIFE ASSURANCE Co 841 APOLLO STREET SUITE 150 EL SEGUNDO CA 90245 0 0 1 0 0000837332 Aviva Life & Annuity Co 841 APOLLO STREET SUITE 150 EL SEGUNDO CA 90245 0 0 1 0 0001051717 Athene USA Corp 841 APOLLO STREET SUITE 150 EL SEGUNDO CA 90245 0 0 1 0 Senior Secured Notes 50400000 I See footnote See Exhibit 99.1. See signatures attached as Exhibit 99.2 2013-10-25 EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99

Exhibit 99.1

 

(1)         The amount reported includes an aggregate of $50,400,000 principal amount of senior secured notes (the “Notes”) of ClearBridge American Energy MLP Fund Inc., a closed-end management investment company registered under the Investment Company Act of 1940, of which $12,000,000 principal amount of the Notes is held of record by Athene Annuity & Life Assurance Company (“Athene Annuity”) and $38,400,000 principal amount of the Notes is held of record by Aviva Life and Annuity Company (“ALAC”).

 

Athene Holding Ltd. (“Athene Holding”) is the sole shareholder of Athene USA Corporation (“AUSA”).  AUSA is the sole shareholder of Athene Annuity.  Athene Annuity is the sole shareholder of ALAC.

 

Athene Annuity disclaims beneficial ownership of the notes held of record by ALAC, ALAC disclaims beneficial ownership of the notes held of record by Athene Annuity, and each of Athene Holding and AUSA disclaims beneficial ownership of the notes of held of record by Athene Annuity or ALAC, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

The address of Athene Annuity is 400 Brookfield Parkway, Greenville, South Carolina 29607.  The address of AUSA and ALAC is 7700 Mills Civic Parkway, West Des Moines, IA 50266.

 

 EX-99.2 3 ex-99d2.htm EX-99.2 Exhibit 99

Exhibit 99.2

 

This Statement on Form 3 is filed by Athene Annuity & Life Assurance Company, Aviva Life and Annuity Company, Athene USA Corporation, and Athene Holding Ltd.

 

Name of Designated Filer:  Athene Holding Ltd.

Date of Event Requiring Statement:   October 15, 2013

Issuer Name and Ticker or Trading Symbol: ClearBridge American Energy MLP Fund Inc./CBA

 

 

ATHENE ANNUITY & LIFE ASSURANCE COMPANY

 

 

 

 

 

By:

/s/ John Golden

 

Name:

John Golden

 

Title:

Corporate Secretary

 

 

 

 

AVIVA LIFE & ANNUITY COMPANY

 

 

 

 

 

 

 

By:

/s/ John Golden

 

Name:

John Golden

 

Title:

Counsel and Assistant Secretary

 

 

 

 

ATHENE USA CORPORATION

 

 

 

 

 

 

 

By:

/s/ John Golden

 

Name:

John Golden

 

Title:

Counsel and Assistant Secretary

 

 

 

 

 

 

 

ATHENE HOLDING LTD.

 

 

 

 

 

 

 

By:

/s/ Tab Shanafelt

 

Name:

Tab Shanafelt

 

Title:

Chief Legal Officer and Secretary