American Equity agrees to be acquired by Brookfield Reinsurance in $54-$56.50 per share cash-and-stock deal

American National Group Inc.

Shareholders receive $38.85 cash plus BAM Class A shares valued at $16.15, floor $54, ceiling $56.50.
Board unanimously approved; merger expected to close by April 4, 2024, subject to regulatory and shareholder approvals.
Brookfield affiliates holding ~20% of AEL shares agree to vote in favor via Voting Agreement.
Termination fee of $102M payable by AEL under certain conditions.
CFO Axel André's change-in-control severance increased to 3x base salary and bonus.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

American National Group Inc. entered into Agreement and Plan of Merger with Brookfield Reinsurance Ltd., Arches Merger Sub, Inc., and Brookfield Asset Management Ltd. (effective 2023-07-04).

Action: entry
Agreement: merger
Counterparty: Brookfield Reinsurance Ltd., Arches Merger Sub, Inc., and Brookfield Asset Management Ltd.
Effective: 2023-07-04

Exact text from the filing

On July 4, 2023, American Equity Investment Life Holding Company, an Iowa corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Brookfield Reinsurance Ltd., a Bermuda exempted company limited by shares (“ Parent ”), Arches Merger Sub, Inc., an Iowa corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), and solely for the purposes set forth in the Merger Agreement, Brookfield Asset Management Ltd., a company incorporated under the laws of the Province of British Columbia (“ BAM ”).

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American National Group Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-077802

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