8-K
filed May 2, 2024, 7:59 PM ET
ticker ANG-PD
CIK 0001039828
M&A
confidence high
sentiment neutral
materiality 1.00
American National Group Inc. (ANG-PD): M&A transaction — Brookfield Reinsurance completes AEL acquisition for $56.50/share cash + stock
American National Group Inc.
- Total consideration per share: $38.85 cash + 0.45464 BAM shares (valued at $17.65).
- Aggregate consideration ~$2.46B cash and 28.8M BAM shares; AEL becomes wholly owned subsidiary.
- AEL common stock to be delisted from NYSE effective May 3, 2024.
- CEO Anant Bhalla ceases as officer; receives separation benefits plus $13.04M transaction incentive.
- Post-closing plans: merge with American National Group and reincorporate in Delaware as American National Group Inc.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anant Bhalla resigned as Director at American National Group Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David S. Mulcahy, Anant Bhalla, Joyce A. Chapman, Brenda J. Cushing, Michael E. Hayes, Douglas T. Healy, Robert L. Howe, William R. Kunkel, Alan D. Matula and Gerard D. Neugent, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert L. Howe resigned as Director at American National Group Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David S. Mulcahy, Anant Bhalla, Joyce A. Chapman, Brenda J. Cushing, Michael E. Hayes, Douglas T. Healy, Robert L. Howe, William R. Kunkel, Alan D. Matula and Gerard D. Neugent, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anant Bhalla departed as Chief Executive Officer at American National Group Inc..
- Action
- ceased to be an executive officer
- Role
- Chief Executive Officer
Exact text from the filing
Anant Bhalla ceased to be an executive officer of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jon Bayer was appointed as Director at American National Group Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub in office immediately prior to the consummation of the Merger, comprising of Sachin Shah, Jon Bayer, Anne Schaumburg and Gregory Morrison, became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael E. Hayes resigned as Director at American National Group Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David S. Mulcahy, Anant Bhalla, Joyce A. Chapman, Brenda J. Cushing, Michael E. Hayes, Douglas T. Healy, Robert L. Howe, William R. Kunkel, Alan D. Matula and Gerard D. Neugent, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William R. Kunkel resigned as Director at American National Group Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David S. Mulcahy, Anant Bhalla, Joyce A. Chapman, Brenda J. Cushing, Michael E. Hayes, Douglas T. Healy, Robert L. Howe, William R. Kunkel, Alan D. Matula and Gerard D. Neugent, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brenda J. Cushing resigned as Director at American National Group Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David S. Mulcahy, Anant Bhalla, Joyce A. Chapman, Brenda J. Cushing, Michael E. Hayes, Douglas T. Healy, Robert L. Howe, William R. Kunkel, Alan D. Matula and Gerard D. Neugent, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory Morrison was appointed as Director at American National Group Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub in office immediately prior to the consummation of the Merger, comprising of Sachin Shah, Jon Bayer, Anne Schaumburg and Gregory Morrison, became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David S. Mulcahy resigned as Director at American National Group Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David S. Mulcahy, Anant Bhalla, Joyce A. Chapman, Brenda J. Cushing, Michael E. Hayes, Douglas T. Healy, Robert L. Howe, William R. Kunkel, Alan D. Matula and Gerard D. Neugent, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sachin Shah was appointed as Director at American National Group Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub in office immediately prior to the consummation of the Merger, comprising of Sachin Shah, Jon Bayer, Anne Schaumburg and Gregory Morrison, became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alan D. Matula resigned as Director at American National Group Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David S. Mulcahy, Anant Bhalla, Joyce A. Chapman, Brenda J. Cushing, Michael E. Hayes, Douglas T. Healy, Robert L. Howe, William R. Kunkel, Alan D. Matula and Gerard D. Neugent, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Axel André resigned as other_named_officer at American National Group Inc..
- Action
- resigned
Exact text from the filing
Axel André delivered his notice of resignation to the Company on April 8, 2024 and his resignation will be treated as a resignation for Good Reason
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas T. Healy resigned as Director at American National Group Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David S. Mulcahy, Anant Bhalla, Joyce A. Chapman, Brenda J. Cushing, Michael E. Hayes, Douglas T. Healy, Robert L. Howe, William R. Kunkel, Alan D. Matula and Gerard D. Neugent, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joyce A. Chapman resigned as Director at American National Group Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David S. Mulcahy, Anant Bhalla, Joyce A. Chapman, Brenda J. Cushing, Michael E. Hayes, Douglas T. Healy, Robert L. Howe, William R. Kunkel, Alan D. Matula and Gerard D. Neugent, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gerard D. Neugent resigned as Director at American National Group Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of David S. Mulcahy, Anant Bhalla, Joyce A. Chapman, Brenda J. Cushing, Michael E. Hayes, Douglas T. Healy, Robert L. Howe, William R. Kunkel, Alan D. Matula and Gerard D. Neugent, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anne Schaumburg was appointed as Director at American National Group Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub in office immediately prior to the consummation of the Merger, comprising of Sachin Shah, Jon Bayer, Anne Schaumburg and Gregory Morrison, became the directors of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
American National Group Inc.: Articles of incorporation and bylaws amended and restated in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the articles of incorporation and bylaws of the Company were amended and restated in substantially the form of the articles of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
American National Group Inc. underwent a change of control involving Brookfield Reinsurance Ltd. for $2.46 billion in cash and 28,803,599 shares of BAM Class A Stock (closed 2024-05-02).
- Action
- change of control
- Counterparty
- Brookfield Reinsurance Ltd.
- Consideration
- $2.46 billion in cash and 28,803,599 shares of BAM Class A Stock
- Closing
- 2024-05-02
Exact text from the filing
Shares not already held by Parent or its affiliates, and the Company became an indirect, wholly owned subsidiary of Parent. The aggregate Merger Consideration was approximately $2.46 billion in cash and 28,803,599 shares of BAM Class A Stock. Parent funded the Cash Consideration through cash on hand at the Parent and its subsidiaries. --- EX-99.1 (EXHIBIT 99.1)
View on SEC.gov
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