Brookfield Asset Management Reinsurance Partners Ltd. (NYSE:BAMR) completed the acquisition of American National Group, Inc. (NasdaqGS:ANAT) from Libbie Shearn Moody Trust, Moody Foundation, Moody Medical Research Institute, Moody National Bank and others.
Brookfield Asset Management Reinsurance Partners Ltd. (NYSE:BAMR) signed a definitive agreement to acquire American National Group, Inc. (NasdaqGS:ANAT) from Libbie Shearn Moody Trust, Moody Foundation, Moody Medical Research Institute, Moody National Bank and others for $5.1 billion on August 6, 2021. Under the terms and subject to the conditions of the merger agreement, each issued and outstanding share of American National Group common stock will be converted into the right to receive $190 in cash without interest, for a total merger consideration of approximately $5.1 billion. The merger consideration will be funded by Brookfield Reinsurance through a combination of committed debt and equity financing, including committed debt financing of $1.5 billion and an equity commitment of up to the aggregate Merger Consideration from Brookfield Asset Management Inc. (NYSE: BAM; TSX: BAM.A) (“BAM”), which equity commitment will be reduced by the amount of debt funded at closing. BAM’s equity commitment will be funded by existing liquidity at the corporate level. Debt financing for the transaction will be provided by a syndicate of banks led by Bank of Montreal and Royal Bank of Canada. Following closing, American National will become wholly owned subsidiary of Brookfield. The merger agreement contains certain termination rights for both the parties and further provides that, upon termination of the merger agreement, under certain circumstances, the American National may be required to pay Brookfield a termination fee equal to $178.5 million. Following closing, Brookfield Reinsurance intends to maintain American National’s headquarters in Galveston, Texas and its presence in League City, Texas, as well as its operational hubs in Springfield, Missouri and Albany, New York. Brookfield Reinsurance also looks forward to continuing American National’s longstanding involvement with its local communities.
The transaction is subject to antitrust clearance (or termination of the applicable waiting period) from the U.S. Department of Justice or Federal Trade Commission, regulatory approvals and other customary conditions. The Boards of Directors of both the parties unanimously approved the agreement. The transaction is approved by majority shareholders of American National Group and no further approval required from shareholders. On August 27, 2021, the Company and Brookfield Reinsurance filed the required notifications for antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). The waiting period under the HSR Act expired on September 27, 2021. the only remaining significant closing condition is the receipt of the required regulatory approval from the insurance authorities in Texas, Missouri, New York, Louisiana, and California. The merger is expected to close in the first half of 2022. As of May 12, 2022, the transaction is expected to close in second quarter of 2022.
Todd E. Freed, Patrick Lewis, Jessica Hough, Steven Messina and Sonia K. Nijjar of Skadden, Arps, Slate, Meagher & Flom LLP acted as the legal advisors to Brookfield and Gregory S. Garrison of Greer, Herz & Adams, LLP and J. Mark Metts, Amanda M. Todd, Sarah Preisler, Lauren G. Grau, Alan Charles Raul, John K. Van De Weert, Michael L. Rosenfield, Andrew R. Holland, Karen Kazmerzak, Elizabeth Chen, Ram Burshtine, Eric G. Hoffman, Eric M. Winwood, Peter D. Edgerton, Tracy D. Williams, Elizabeth K. McCloy, Heather M. Palmer, Laurin Blumenthal Kleiman, Steffen Hemmerich, James Mendenhall and Katy Lukaszewski of Sidley Austin LLP acted as the legal advisors to American National. RBC Capital Markets is serving as financial advisor for Brookfield Reinsurance on this transaction. John Cobb and Kris Villarreal of Paul Hastings LLP is serving as legal advisors to Bank of Montreal and Royal Bank of Canada in connection with the debt financing. Citigroup Global Markets Inc. serves as financial advisor and fairness opinion provider to American National. American National Group agreed to pay Citigroup Global Markets Inc. for its services in connection with the proposed merger an aggregate fee currently estimated to be $40 million, of which a portion was payable upon delivery of Citi’s opinion and $37 million is payable contingent upon consummation of the merger. John Porter, Paige Ben-Yaacov, Clint Rancher and Garrett Hughey of Baker Botts L.L.P. acted as the legal advisors for Moody National Bank.
Brookfield Asset Management Reinsurance Partners Ltd. (NYSE:BAMR) completed the acquisition of American National Group, Inc. (NasdaqGS:ANAT) from Libbie Shearn Moody Trust, Moody Foundation, Moody Medical Research Institute, Moody National Bank and others on May 25, 2022. As part of closing the merger, each member of the board of directors of American National immediately prior to the Effective Time ceased to be a director of American National pursuant to the terms of the merger agreement. The members of the board of directors of American National immediately prior to the Effective Time were Ross Rankin Moody, James Edward Pozzi, Frances Anne Moody-Dahlberg, Irwin M. Herz, Jr., Arthur Oleen Dummer, James Daniel Yarbrough, Elvin Jerome Pederson, William Crane Ansell, James Parker Payne and Erle Douglas McLeod. The board of directors of the surviving corporation consisted of Jonathan Bayer, Sachin Shah, Anne Schaumburg and Gregory E.A. Morrison.