--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-056427" form_type: "8-K" ticker: "ANG-PD" cik: "0001039828" company_name: "American National Group Inc." filed_at: "2024-05-02T23:59:59+00:00" generated_at: "2026-06-02T23:46:01.616440+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Brookfield Reinsurance completes AEL acquisition for $56.50/share cash + stock ## Summary - 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. ## SEC filing metadata - accession: 0001104659-24-056427 - form_type: 8-K - ticker: ANG-PD - cik: 0001039828 - company_name: American National Group Inc. - filed_at: 2024-05-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/tm2413201d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-056427 - JSON: https://secwatch.observer/filing/0001104659-24-056427.json - Plain text: https://secwatch.observer/filing/0001104659-24-056427.txt ## Key facts - Executive change Anant Bhalla resigned as Director at American National Group Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Robert L. Howe resigned as Director at American National Group Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Anant Bhalla departed as Chief Executive Officer at American National Group Inc.. - Action: ceased to be an executive officer - Role: Chief Executive Officer source text: Anant Bhalla ceased to be an executive officer of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Jon Bayer was appointed as Director at American National Group Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Michael E. Hayes resigned as Director at American National Group Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change William R. Kunkel resigned as Director at American National Group Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Brenda J. Cushing resigned as Director at American National Group Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Gregory Morrison was appointed as Director at American National Group Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change David S. Mulcahy resigned as Director at American National Group Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Sachin Shah was appointed as Director at American National Group Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Alan D. Matula resigned as Director at American National Group Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Axel André resigned as other_named_officer at American National Group Inc.. - Action: resigned source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Douglas T. Healy resigned as Director at American National Group Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Joyce A. Chapman resigned as Director at American National Group Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Gerard D. Neugent resigned as Director at American National Group Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Executive change Anne Schaumburg was appointed as Director at American National Group Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - Governance Changes American National Group Inc.: Articles of incorporation and bylaws amended and restated in connection with merger. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm - M&A Transactions 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 source text: 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) evidence_url: https://www.sec.gov/Archives/edgar/data/1039828/000110465924056427/0001104659-24-056427-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.