Announcement • May 04
Brookfield Reinsurance Ltd. (NYSE:BNRE), Bam Re Partners Trust, Bam Re Holdings Ltd., North End Re (Cayman) SPC and Freestone Re Ltd. completed the acquisition of remaining 79.62% stake in American Equity Investment Life Holding Company (NYSE:AEL).
Brookfield Reinsurance Ltd. (NYSE:BNRE), Bam Re Partners Trust, Bam Re Holdings Ltd., North End Re (Cayman) SPC and Freestone Re Ltd. submitted a proposal to acquire remaining 79.62% stake in American Equity Investment Life Holding Company (NYSE:AEL) for $3.5 billion on June 26, 2023. Brookfield Reinsurance Ltd., Bam Re Partners Trust, Bam Re Holdings Ltd., North End Re (Cayman) SPC and Freestone Re Ltd. entered into a definitive agreement to acquire remaining 79.62% stake in American Equity Investment Life Holding Company for approximately $4.3 billion on July 4, 2023. Buyers delivered a letter to the board of directors of American Equity Investment Life Holding Company setting forth a proposal to acquire all of the outstanding shares of common stock of AEL not already owned for aggregate consideration of $55.00 per AEL share. As consideration for each AEL share, shareholders will receive $38.85 in cash and a number of Brookfield Asset Management Ltd. (NYSE, TSX: BAM) (“BAM”) class A limited voting shares (“BAM Shares”) having a value equal to $16.15 based on the unaffected 90-day VWAP as of June 23, 2023, resulting in total consideration of $55.00 per AEL share, subject to adjustment in certain circumstances. In the event that the 10-day VWAP of BAM Shares (measured five business days prior to closing of the transaction) (the “BAM Final Stock Price”) would result in the aggregate consideration per AEL Share being less than $54.00, the number of BAM Shares delivered for each AEL Share will be increased such that the value of the aggregate consideration delivered for each AEL Share will be equal to $54.00. In such circumstance, BNRe may elect, in its sole discretion, to substitute cash consideration in lieu of all or any portion of the BAM Share consideration; provided that in the event that BNRe elects to substitute cash for less than all of the BAM Share consideration, the BAM Share consideration must have an aggregate value of not less than $200 million. Upon the closing of the proposed transaction, AEL Shares will be delisted from the New York Stock Exchange and shares of AEL’s series A noncumulative preferred stock (NYSE:AELPRA) and series B preferred stock (NYSE:AELPRB) will remain listed on the New York Stock Exchange. In the event that the BAM Final Stock Price would result in the aggregate consideration per AEL Share being greater than $56.50, the number of BAM Shares delivered for each AEL Share will be decreased such that the value of the aggregate consideration delivered for each AEL Share will equal $56.50. Buyers collectively own 15,886,163 AEL share. The agreement does not provide for the payment of any consideration with respect to the issued and outstanding shares of AEL Series A and Series B preferred stock. As such, these shares will be unaffected by the agreement and will remain outstanding. Brookfield Reinsurance is expected to fund the transaction with cash on hand available to Brookfield Reinsurance, class A limited voting shares of Brookfield Asset Management Ltd., and $350 million of debt financing. If, in connection with a termination of the Merger Agreement (1) by Parent due to a change of the Board’s recommendation that the Company’s shareholders vote to approve the Merger or by the Company to enter into an agreement in connection with a Superior Proposal or (2) by either party as a result of a failure to obtain the Company Shareholder Approval and within twelve months of such termination, the Company consummates or enters into a definitive agreement to consummate an alternative takeover proposal that was publicly made known and not withdrawn prior to such termination, then the Company may be required to pay Parent a termination fee of $102,000,000.
The closing of the Merger is subject to satisfaction or waiver of customary closing conditions, including (1) the receipt of the Company Shareholder Approval, (2) receipt of certain regulatory approvals, including the expiration or termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (3) the absence of any injunction or restraint making illegal or otherwise prohibiting the consummation of the Merger, (4) the effectiveness of the registration statement on Form F-4 to be filed by BAM pursuant to which the shares of BAM Class A Stock to be issued as Stock Consideration will be registered with the Securities and Exchange Commission (the “ SEC ”) and (5) listing approval of the shares of BAM Class A Stock to be issued as Stock Consideration (i) on the New York Stock Exchange and (ii) subject to official notice of issuance, on the Toronto Stock Exchange. Parent’s, Merger Sub’s and BAM’s obligations to close the Merger are also conditioned upon the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) and the absence of the imposition of a Burdensome Condition (as defined in the Merger Agreement) by any regulator as part of the regulatory approval process. The Board has unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, the Company and its shareholders (other than the Parent Group Shareholders and any other shareholders affiliated with Parent), (2) adopted the Merger Agreement and the transactions contemplated thereby, including the Merger, (3) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to the Company’s shareholders for approval and (4) resolved to recommend that the Company’s shareholders vote to approve the Merger and the Merger Agreement. The transaction is not subject to any financing condition or contingency. Each of Brookfield Reinsurance’s and AEL’s boards of directors unanimously approved the merger agreement. On November 10, 2023, the shareholders of American Equity Investment have been approved the merger. The merger is expected to close in the first half of 2024. As of April 30, 2024, the transaction is expected to close following the close of market on May 2, 2024.
AEL Board will carefully review Brookfield Reinsurance’s proposal in accordance with its fiduciary duties and in consultation with its independent financial and legal advisors. Ardea Partners acted as financial advisor and will receive a fee of $43 million and J.P. Morgan acted as financial advisor to AEL and Rodge Cohen, Melissa Sawyer, Steve Kotran, Marion Leydier, Yev Markov, Julia Kim, Kevin Akrong, Cathy Clarkin, John Savva, Marc Treviño, Heather Coleman, Mehdi Ansari, Neal McKnight, Jameson S. Lloyd, David C. Spitzer, Frederick Wertheim, Tracey E. Russell, Eric J. Kadel Jr., Matthew J. Brennan, David M.J. Rein, Joe Matelis, Eric Queen and Bradley Smith of Sullivan & Cromwell LLP is serving as legal advisor. Barclays is serving as lead financial advisor to Brookfield Reinsurance and BMO Capital Markets is also acting as a financial advisor to Brookfield Reinsurance on this transaction. David J. Perkins, Richard Hall, Adam M. Sanchez, Matthew M. Kelly, Lauren Angelilli, Amanda Hines Gold, Jeffrey T. Dinwoodie, Jesse M. Weiss and Benjamin G. Joseloff of Cravath, Swaine & Moore LLP and E. Drew Dutton, Andrew G. Jamieson, Nicholas F. Potter and Peter F.G. Schuur of Debevoise & Plimpton LLP acted as legal advisors to Brookfield Reinsurance Ltd. J.P. Morgan Securities LLC and Ardea Partners LP provided fairness opinion to AEL in the transaction and JP Morgan will received a fee of $3 million. Computershare Inc. acted as registrar and Computershare Trust Company, N.A. acted as Depository Bank to AEL in the transaction. Innisfree M&A Incorporated acted as information agent to AEL and will receive a fee of $50,000 for its services.
Brookfield Reinsurance Ltd. (NYSE:BNRE), Bam Re Partners Trust, Bam Re Holdings Ltd., North End Re (Cayman) SPC and Freestone Re Ltd. completed the acquisition of remaining 79.62% stake in American Equity Investment Life Holding Company (NYSE:AEL) on May 2, 2024. At closing, each issued and outstanding share of common stock of AEL was converted into the right to receive (i) $38.85 per share in cash, and (ii) the Stock Consideration equal to 0.45464 fully-paid and nonassessable shares of class A limited voting shares of Brookfield Asset Management Ltd. Anant Bhalla ceased to be an executive officer of AEL. 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 resigned as directors of AEL. Sachin Shah, Jon Bayer, Anne Schaumburg and Gregory Morrison became the directors of AEL at close of the transaction.