We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Name | Symbol | Market | Type |
---|---|---|---|
American National Group Inc | NYSE:AEL-B | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.74 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
American Equity Investment Life Holding Company
(Name of Issuer)
Common stock, par value $1.00
(Title of Class of Securities)
025676206
(CUSIP Number)
Anna Knapman-Scott
Ideation House, 1st Floor
94 Pitts Bay Road
Pembroke HM08
Bermuda
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 21, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 025676206
1 |
NAMES OF REPORTING PERSONS
BROOKFIELD REINSURANCE LTD. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
15,886,163(1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
15,886,163(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,886,163(1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.10%(2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | This amount consists of 12,028,979 common shares of the Issuer directly held by BAM Re Holdings Ltd. and 3,857,184 common shares of the Issuer directly held by American National Group, LLC, in each case for which the reporting person may be deemed an indirect beneficial owner. |
(2) | Percentage ownership is based on an aggregate number of 79,024,826 shares of Common Stock of the Issuer outstanding as of November 3, 2023, as set forth in the Issuers Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2023, filed on November 8, 2023 (the Third Quarter 2023 Form 10-Q). |
CUSIP No. 025676206
1 |
NAMES OF REPORTING PERSONS
BAM RE PARTNERS TRUST | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
15,886,163(1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
15,886,163(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,886,163(1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.10%(2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) | This amount consists of 12,028,979 common shares of the Issuer directly held by BAM Re Holdings Ltd. and 3,857,184 common shares of the Issuer directly held by American National Group, LLC, in each case for which the reporting person may be deemed an indirect beneficial owner. |
(2) | Percentage ownership is based on an aggregate number of 79,024,826 shares of Common Stock of the Issuer outstanding as of November 3, 2023, as set forth in the Third Quarter 2023 Form 10-Q. |
CUSIP No. 025676206
1 |
NAMES OF REPORTING PERSONS
BAM RE HOLDINGS LTD. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
15,886,163(1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
15,886,163(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,886,163(1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.10%(2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | This amount consists of 12,028,979 common shares of the Issuer directly held by BAM Re Holdings Ltd. and 3,857,184 common shares of the Issuer directly held by American National Group, LLC, in the latter case for which the reporting person may be deemed an indirect beneficial owner. |
(2) | Percentage ownership is based on an aggregate number of 79,024,826 shares of Common Stock of the Issuer outstanding as of November 3, 2023, as set forth in the Third Quarter 2023 Form 10-Q. |
This Amendment No. 11 to Schedule 13D (this Amendment No. 11) amends the statement on Schedule 13D jointly filed by the Reporting Persons with the Securities and Exchange Commission (the Commission) on June 28, 2021 (the Original Schedule 13D), as amended and supplemented by Amendment No. 1 to Schedule 13D jointly filed by the Reporting Persons with the Commission on January 14, 2022 (Amendment No. 1), Amendment No. 2 to Schedule 13D jointly filed by the Reporting Persons with the Commission on May 11, 2022 (Amendment No. 2), Amendment No. 3 to Schedule 13D jointly filed by the Reporting Persons with the Commission on June 15, 2022 (Amendment No. 3), Amendment No. 4 to Schedule 13D jointly filed by the Reporting Persons with the Commission on November 8, 2022 (Amendment No. 4), Amendment No. 5 to Schedule 13D jointly filed by the Reporting Persons with the Commission on December 6, 2022 (Amendment No. 5), Amendment No. 6 to Schedule 13D jointly filed by the Reporting Persons with the Commission on December 21, 2022 (Amendment No. 6), Amendment No. 7 to Schedule 13D jointly filed by the Reporting Persons with the Commission on January 13, 2023 (Amendment No. 7), Amendment No. 8 to Schedule 13D jointly filed by the Reporting Persons with the Commission on May 11, 2023 (Amendment No. 8), Amendment No. 9 to Schedule 13D jointly filed by the Reporting Persons with the Commission on June 27, 2023 (Amendment No. 9) and Amendment No. 10 to Schedule 13D jointly filed by the Reporting Persons with the Commission on July 5, 2023 (Amendment No. 10) (as amended and supplemented, collectively, the Amended Schedule 13D), with respect to beneficial ownership of the shares of common stock, par value $1.00 per share (the Common Stock), of American Equity Investment Life Holding Company, a corporation organized under the laws of Iowa (the Issuer), with principal executive offices at 6000 Westown Parkway, West Des Moines, Iowa 50266.
This Amendment No. 11 amends the Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, on behalf of the Reporting Persons to furnish the information set forth herein. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Amended Schedule 13D.
Item 2. Identity and Background:
The information contained in Item 2 of the Amended Schedule 13D is hereby amended by replacing it in its entirety with the following:
(a) | This Schedule 13D is being filed by and on behalf of each of the following persons (each, a Reporting Person and collectively, the Reporting Persons): |
i) | Brookfield Reinsurance Ltd. (Brookfield Reinsurance), an exempted company incorporated under the laws of Bermuda; |
ii) | BAM Re Partners Trust (the BAM Re Partnership), a trust formed under the laws of Bermuda; |
iii) | BAM Re Holdings Ltd. (BRHL), an exempted company incorporated under the laws of Bermuda and a direct wholly-owned subsidiary of Brookfield Reinsurance. |
The trustee of the BAM Re Partnership is BAM Re Trustee Ltd., an exempted company incorporated under the laws of Bermuda (BAM Re Partners). The BAM Re Partnership beneficially owns 24,000 Class B limited voting shares of Brookfield Reinsurance (the Brookfield Reinsurance Class B Shares), representing 100% of such shares. The Brookfield Reinsurance Class B Shares entitle the holders thereof to appoint one half of the board of directors of Brookfield Reinsurance.
BAM Re Partners, as trustee of the BAM Re Partnership, which is the sole owner of Brookfield Reinsurance Class B Shares, has the ability to appoint one half of the board of directors of Brookfield Reinsurance and, as such, may be deemed to indirectly control the decisions of Brookfield Reinsurance regarding the vote and disposition of the Common Stock held by Brookfield Reinsurance; therefore BAM Re Partners may be deemed to have indirect beneficial ownership of the Common Stock held by Brookfield Reinsurance. Pursuant to Rule 13d-4 of the Exchange Act, BAM Re Partners declares that filing this Schedule 13D shall not be construed as an admission that either it or the BAM Re Partnership is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D, and such beneficial ownership is expressly disclaimed.
The Reporting Persons are making this single, joint filing pursuant to Rule 13d-1(k) under the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the Joint Filing Agreement) is filed as Exhibit 99.1 hereto.
(b)-(c), (f)
The principal business of Brookfield Reinsurance is reinsurance. The principal business address of Brookfield Reinsurance is Ideation House, First Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda.
BAM Re Partners is the trustee of the BAM Re Partnership, and the principal business address of BAM Re Partners and the BAM Re Partnership is Park Place, 55 Par-la-Ville Road, Hamilton HM11, Bermuda.
The principal business of BRHL is to act as a holding company. The principal business address of BRHL is Ideation House, First Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda.
Information regarding each director and executive officer (the Scheduled Persons) of the Reporting Persons (or the trustee of a Reporting Person) is set forth on Schedules IIII attached hereto.
(d)-(e)
During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the Scheduled Persons, (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.
Item 4. Purpose of Transaction:
Item 4 of the Amended Schedule 13D is hereby supplemented as follows:
On December 21, 2023, NER SPC transferred 12,028,979 shares of Common Stock, representing 100% of the shares of Common Stock held by it, to its sole shareholder, BRHL, and Freestone transferred 3,857,184 shares of Common Stock, representing 100% of the shares of Common Stock held by it, to its sole shareholder, American National Group, LLC (ANAT) (such transfers, collectively, the Transfer).
In connection with the Transfer, BRHL and ANAT entered into an Assignment, Assumption and Consent Agreement (the Assignment Agreement), dated December 21, 2023, pursuant to which (a) NER SPC assigned its rights and obligations under the Investment Agreement to BRHL, (b) Freestone assigned its rights and obligations under the Investment Agreement to ANAT, and (c) the Issuer agreed to (i) the Transfer, and (ii) the assignment of NER SPCs and Freestones rights and obligations under the Investment Agreement to BRHL and ANAT, respectively.
In connection with the Transfer, BRHL and ANAT entered into a Joinder, dated as of December 21, 2023, to the Voting Agreement, dated as of July 4, 2023.
Item 5. Interest in Securities of the Issuer:
Item 5 of the Amended Schedule 13D is hereby amended to read in its entirety as follows:
(a)-(b) | The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons to which this Schedule 13D relates is 15,886,163 shares, constituting approximately 20.10% of the Issuers outstanding Common Stock. The percentage of Common Stock of the Issuer is based on an aggregate number of 79,024,826 shares of Common Stock of the Issuer outstanding as of November 3, 2023, as set forth in the Issuers Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2023, filed on November 8, 2023. |
(i) | Brookfield Reinsurance |
(A) | As of November 3, 2023, Brookfield Reinsurance may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 20.10% of the Issuers outstanding Common Stock. |
(B) | Sole voting power to vote or direct vote: 0 shares |
Shared voting power to vote or direct vote: 15,886,163 shares
Sole power to dispose or direct the disposition: 0 shares
Shared power to dispose or direct the disposition: 15,886,163 shares
(ii) | BAM Re Partners Trust |
(A) | As of November 3, 2023, BAM Re Partners Trust may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 20.10% of the Issuers outstanding Common Stock. |
(B) | Sole voting power to vote or direct vote: 0 shares |
Shared voting power to vote or direct vote: 15,886,163 shares
Sole power to dispose or direct the disposition: 0 shares
Shared power to dispose or direct the disposition: 15,886,163 shares
(iii) | BAM Re Holdings |
(A) | As of November 3, 2023, BAM Re Holdings may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 20.10% of the Issuers outstanding Common Stock. |
(B) | Sole voting power to vote or direct vote: 0 shares |
Shared voting power to vote or direct vote: 15,886,163 shares
Sole power to dispose or direct the disposition: 0 shares
Shared power to dispose or direct the disposition: 15,886,163 shares
(c) | Other than as described in Item 3 of this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the Scheduled Persons, has effected any transaction in shares of Common Stock during the past sixty days. |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:
Item 6 of the Amended Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 above is hereby incorporated by reference.
Item 7. Material to Be Filed as Exhibits:
Exhibit 99.1 | Joinder to Voting Agreement, dated as of December 21, 2023, by American National Group, LLC and BAM Re Holdings Ltd. | |
Exhibit 99.2 | Assignment, Assumption and Consent Agreement, dated as of December 21, 2023, by and among Brookfield Corporation, Brookfield Reinsurance Ltd., North End Re (Cayman) SPC, Freestone Re Ltd., BAM Re Holdings Ltd., American National Group, LLC and American Equity Investment Life Holding Company. | |
Exhibit 99.3 | Joint Filing Agreement |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 21, 2023
BROOKFIELD REINSURANCE LTD. | ||||
By: | /s/ Anna Knapman-Scott | |||
Name: | Anna Knapman-Scott | |||
Title: | Corporate Secretary | |||
BAM RE TRUSTEE LTD., | ||||
for and on behalf of | ||||
BAM RE PARTNERS TRUST | ||||
By: | /s/ Kathy Sarpash | |||
Name: | Kathy Sarpash | |||
Title: | Vice President | |||
BAM RE HOLDINGS LTD. | ||||
By: | /s/ Anna Knapman-Scott | |||
Name: | Anna Knapman-Scott | |||
Title: | Secretary |
SCHEDULE I
BROOKFIELD REINSURANCE LTD.
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
James Bodi, Vice President |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Chief Executive Officer of Brookfield Bermuda Ltd. |
Canada | |||
Barry Blattman, Director |
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 |
Vice Chair of Brookfield Asset Management Ltd. |
United States | |||
Soon Young Chang, Director |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Senior Advisor, Investment Corporation of Dubai |
UAE | |||
Thomas Corbett, Chief Financial Officer |
Suite 100, Brookfield Place, 181 Bay Street, Toronto, Ontario M5J 2T3 |
Chief Financial Officer of Brookfield Reinsurance Ltd. |
Canada | |||
William Cox, Director |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Director | United Kingdom | |||
Paul Forestell, Chief Operating Officer |
Suite 100, Brookfield Place, 181 Bay Street, Toronto, Ontario M5J 2T3 |
Chief Operating Officer of Brookfield Reinsurance Ltd. |
Canada | |||
Lorenzo Lorilla, Chief Investment Officer |
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281 |
Chief Information Officer of Brookfield Reinsurance Ltd. |
United States | |||
Michelle Coleman Mayes, Director |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Director | United States | |||
Gregory McConnie, Vice President |
Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131 |
President and Chief Executive Officer of North End Re Ltd. and North End Re (Cayman) SPC |
Barbados | |||
Gregory Morrison, Director |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Director | Canada | |||
Lori Pearson, Director |
Suite 100, Brookfield Place, 181 Bay Street, Toronto, Ontario M5J 2T3 |
Chief Operating Officer of Brookfield Corporation |
Canada |
Lars Rodert, Director |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Founder and Chief Executive Officer, ÖstVäst Advisory AB |
Sweden | |||
Anne Schaumburg, Director |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Business Executive; Director | United States | |||
Anna Knapman-Scott, Secretary |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Vice President, Legal and Compliance of North End Re Ltd. |
United Kingdom | |||
Sachin Shah, Chief Executive Officer, Director and Chairman of the Board |
Suite 100, Brookfield Place, 181 Bay Street, Toronto, Ontario M5J 2T3 |
Chief Executive Officer of Brookfield Reinsurance Ltd. |
Canada | |||
Jay Wintrob, Director |
333 S. Grand Avenue Los Angeles, CA 90071 |
Chief Executive Officer of Oaktree Capital Management, L.P. |
United States |
Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any shares of Common Stock.
SCHEDULE II
BAM RE TRUSTEE LTD., AS TRUSTEE FOR BAM RE PARTNERS TRUST
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Anuj Ranjan, Director and Vice President |
Unit 02 Level 16 ICD Brookfield Place Dubai International Financial Centre Dubai, Dubai, 507234 United Arab Emirates |
Managing Partner and President of Private Equity of Brookfield Asset Management Ltd. |
Canada | |||
Brian Kingston, Director and President |
250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A. |
Managing Partner and Chief Executive Officer of Real Estate of Brookfield Asset Management Ltd. |
Canada | |||
Bruce Flatt, Director and Vice President |
One Canada Square, Level 25 Canary Wharf, London U.K. E14 5AA |
Chief Executive Officer and Director of Brookfield Corporation and Brookfield Asset Management Ltd. |
Canada | |||
Kathy Sarpash, Vice President |
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada |
Senior Vice-President, Legal & Regulatory of Brookfield Asset Management Ltd. |
Canada | |||
Walkers Corporate (Bermuda) Limited, Corporate Secretary |
Park Place, 55 Par-la-Ville Road, Hamilton HM 11, Bermuda |
| |
Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any shares of Common Stock
SCHEDULE III
BAM RE HOLDINGS LTD.
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Gregory McConnie, Director and President |
Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131 |
President and Chief Executive Officer of North End Re Ltd. and North End Re (Cayman) SPC |
Barbados | |||
Gregory Morrison, Director |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Director | Canada | |||
Seamus MacLoughlin, Director |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Chief Actuary of North End Re Ltd. and North End Re (Cayman) SPC |
United Kingdom | |||
Anna Knapman-Scott, Secretary |
Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda |
Vice President, Legal and Compliance of North End Re Ltd. |
United Kingdom |
Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any shares of Common Stock.
Exhibit 99.1
EXECUTION VERSION
JOINDER TO VOTING AGREEMENT
This Joinder (Joinder), dated as of December 21, 2023, to the Voting Agreement, dated as of July 4, 2023, by and among American Equity Investment Life Holding Company, an Iowa corporation (the Company), Freestone Re Ltd., an exempted company established under the laws of Bermuda (Freestone Re) and North End Re (Cayman) SPC, a Cayman segregated portfolio company (North End Re) (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the Voting Agreement) is being delivered by American National Group, LLC (ANAT) and BAM Re Holdings Ltd. (BAM Re Holdings; together with ANAT, each, a Joining Party and, together, the Joining Parties) to each party to the Voting Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Voting Agreement.
WHEREAS, Freestone Re desires to Transfer 3,857,184 Subject Shares, which represents 100% of its Subject Shares, to ANAT, an affiliate of Freestone Re;
WHEREAS, North End Re desires to Transfer 12,028,979 Subject Shares, which represents 100% of its Subject Shares, to BAM Re Holdings, an affiliate of North End Re; and
WHEREAS, Section 3(c) of the Voting Agreement provides that a Stockholder may not Transfer any Subject Shares to any person, unless prior to any such Transfer the transferee of such Subject Shares agrees to become a party to the Voting Agreement pursuant to a customary joinder agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, each Joining Party, intending to be legally bound, hereby agrees as follows:
1. |
Joinder. Each Joining Party hereby acknowledges that it has received and reviewed a complete and correct copy of the Voting Agreement and hereby agrees that upon execution of this Joinder, the Joining Party shall become a party to, and be bound in the same manner and to the same extent as a Stockholder under, the Voting Agreement. |
2. |
Signature Page to the Voting Agreement. Each Joining Partys duly executed signature page to this Joinder shall be deemed to be, and for all purposes constitute, a counterpart signature page to the Voting Agreement. |
3. |
Notices. The address for purposes of providing notices under Section 7(b) of the Voting Agreement and hereunder to the Joining Parties are as set forth on the applicable signature pages below. |
4. |
Miscellaneous. The provisions of Section 7 (General Provisions) of the Voting Agreement shall apply to this Joinder and are hereby incorporated herein, mutatis mutandis. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have executed this Joinder as of December 21, 2023.
AMERICAN NATIONAL GROUP, LLC | ||||
By: |
/s/ Timothy A. Walsh | |||
Name: |
Timothy A. Walsh | |||
Title: |
President & Chief Executive Officer | |||
Address for notices: | ||||
One Moody Plaza | ||||
Galveston, TX 77550 | ||||
Attention: Timothy A. Walsh |
BAM RE HOLDINGS LTD. | ||||
By: |
/s/ Gregory McConnie | |||
Name: |
Gregory McConnie | |||
Title: |
President & Director | |||
Address for notices: | ||||
Ideation House, First Floor | ||||
94 Pitts Bay Road | ||||
Pembroke | ||||
HM08 | ||||
Bermuda Attention: Gregory McConnie |
Exhibit 99.2
EXECUTION VERSION
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
This ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this Agreement), dated as of December 21, 2023 (the Effective Date), is entered into by and among Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), a corporation organized under the Laws of the Province of Ontario (BN), Brookfield Reinsurance Ltd. (f/k/a Brookfield Asset Management Reinsurance Partners Ltd.), a Bermuda exempted company limited by shares (BNRE), North End Re (Cayman) SPC, a Cayman segregated portfolio company (North End Re), Freestone Re Ltd., an exempted company established under the laws of Bermuda (Freestone Re), BAM Re Holdings Ltd., an exempted company established under the laws of Bermuda (BAM Re Holdings), American National Group, LLC, a Delaware limited liability company (ANAT) and American Equity Investment Life Holding Company, an Iowa corporation (AEL).
WHEREAS, BN, BNRE, North End Re, Freestone Re and AEL are parties to an Investment Agreement, dated as of October 17, 2020, as amended as of June 10, 2021 (as so amended, and as may be further amended, restated or otherwise modified from time to time in accordance with the terms thereof, the Investment Agreement);
WHEREAS, concurrently with the execution of this Agreement, (a) North End Re desires to Transfer all of the Securities held by it as of immediately prior to the Effective Date to BAM Re Holdings and (b) Freestone Re desires to Transfer all of the Securities held by it as of immediately prior to the Effective Date to ANAT;
WHEREAS, (a) North End Re desires to assign all of its rights and obligations under the Investment Agreement to BAM Re Holdings and (b) Freestone Re desires to assign all of its rights and obligations under the Investment Agreement to ANAT, each as further set forth herein; and
WHEREAS, Section 21 of the Investment Agreement specifies that assignments of the Investment Agreement require the written consent of the other parties to the Investment Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and intending to be legally bound, the parties hereto hereby agree as follows:
1. Assignment and Assumption.
(a) Effective as of the Effective Date, (i) North End Re hereby assigns, transfers and conveys to BAM Re Holdings, and BAM Re Holdings hereby accepts, all of North End Res right, title and interest in and to the Investment Agreement, (ii) BAM Re Holdings hereby assumes all of the obligations of North End Re under the Investment Agreement and agrees to be bound by all obligations of the Purchaser Subsidiary under the Investment Agreement (the assignment and assumption under the preceding clauses (i) and (ii) being the North End Re Assignment), and (iii) North End Re hereby has no further rights and obligations as the Purchaser Subsidiary under the Investment Agreement.
(b) Effective as of the Effective Date, (i) Freestone Re hereby assigns, transfers and conveys to ANAT, and ANAT hereby accepts, all of Freestone Res right, title and interest in and to the Investment Agreement, (ii) ANAT hereby assumes all of the obligations of Freestone Re under the Investment Agreement and agrees to be bound by all obligations of the Purchaser Subsidiary under the Investment Agreement (the assignment and assumption under the preceding clauses (i) and (ii) being the Freestone Re Assignment; together with the North End Re Assignment, the Assignments and each, an Assignment), and (iii) Freestone Re hereby has no further rights and obligations as the Purchaser Subsidiary under the Investment Agreement.
(c) In furtherance of the foregoing, (i) from the Effective Date, all references to the Purchaser Subsidiary in the Investment Agreement shall be deemed to be to each of BAM Re Holdings and ANAT (which shall be deemed to be, together with any other persons that become a Purchaser Subsidiary from time to time, one entity for purposes of the Investment Agreement), other than with respect to any representations, warranties, agreements or covenants that have been made or fully performed prior to the Effective Date, (ii) BAM Re Holdings hereby represents and warrants to AEL that, as of the Effective Date, (x) the Purchaser Representations (other than the Purchaser Specified Representations) with respect to the Purchaser Subsidiary shall be true and correct in all material respects and (y) the Purchaser Specified Representations with respect to the Purchaser Subsidiary shall be true and correct in all respects, in the case of sub-clauses (x) and (y) of this clause (ii), treating BAM Re Holdings as the Purchaser Subsidiary and (iii) ANAT hereby represents and warrants to AEL that, as of the Effective Date, (x) the Purchaser Representations (other than the Purchaser Specified Representations) with respect to the Purchaser Subsidiary shall be true and correct in all material respects and (y) the Purchaser Specified Representations with respect to the Purchaser Subsidiary shall be true and correct in all respects, in the case of sub-clauses (x) and (y) of this clause (iii), treating ANAT as the Purchaser Subsidiary.
2. Consents. Pursuant to Section 21 of the Investment Agreement, BN, BNRE, North End Re, Freestone Re and AEL each hereby consents to (a) the North End Re Assignment and the transfer of all of the Securities held by North End Re as of immediately prior to the Effective Date to BAM Re Holdings and (b) the Freestone Re Assignment and the transfer of all of the Securities held by Freestone Re as of immediately prior to the Effective Date to ANAT, in each case as further set forth in, and pursuant to and in accordance with, Section 1 hereof.
3. Miscellaneous. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Investment Agreement. The provisions of Section 11 (Amendments and Waivers), Section 12 (Notices, etc.), Section 16 (Governing Law), Section 17 (Waiver of Jury Trial), Section 19 (Counterparts; Electronic Signature), Section 20 (Severability) and Section 21 (Miscellaneous) of the Investment Agreement shall apply mutatis mutandis to this Agreement.
4. Further Assurances. North End Re, BAM Re Holdings, Freestone Re and ANAT each agree to perform (or cause to be performed) all such further acts and to execute and deliver all such other agreements, certificates, instruments and documents as any party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the assignments contemplated hereby.
[Signature Pages Follow]
This Agreement is hereby agreed to as of the date first written above.
BROOKFIELD CORPORATION | ||||
by |
/s/ Swati Mandava | |||
Name: |
Swati Mandava | |||
Title: |
Managing Director, Legal & Regulatory | |||
BROOKFIELD REINSURANCE LTD. | ||||
by |
/s/ Gregory McConnie | |||
Name: |
Gregory McConnie | |||
Title: |
Vice President | |||
NORTH END RE (CAYMAN) SPC | ||||
by |
/s/ Gregory McConnie | |||
Name: |
Gregory McConnie | |||
Title: |
Director | |||
BAM RE HOLDINGS LTD. | ||||
by |
/s/ Gregory McConnie | |||
Name: |
Gregory McConnie | |||
Title: |
President & Director |
[Signature Page to Assignment, Assumption & Consent Agreement]
FREESTONE RE LTD. | ||||
by |
/s/ Gregory McConnie | |||
Name: |
Gregory McConnie | |||
Title: |
Director | |||
AMERICAN NATIONAL GROUP, LLC | ||||
by |
/s/ Timothy A. Walsh | |||
Name: |
Timothy A. Walsh | |||
Title: |
President & Chief Executive Officer | |||
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY | ||||
by |
/s/ Anant Bhalla | |||
Name: |
Anant Bhalla | |||
Title: |
Chief Executive Officer and President |
[Signature Page to Assignment, Assumption & Consent Agreement]
Exhibit 99.3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D, including all amendments thereto. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the twenty-first day of December, 2023.
BROOKFIELD REINSURANCE LTD. | ||
By: | /s/ Anna Knapman-Scott | |
Name: Anna Knapman-Scott | ||
Title: Corporate Secretary | ||
BAM RE TRUSTEE LTD., | ||
for and on behalf of | ||
BAM RE PARTNERS TRUST | ||
By: | /s/ Kathy Sarpash | |
Name: Kathy Sarpash | ||
Title: Vice President | ||
BAM RE HOLDINGS LTD. | ||
By: | /s/ Anna Knapman-Scott | |
Name: Anna Knapman-Scott | ||
Title: Secretary |
1 Year American National Chart |
1 Month American National Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions