AMERICAN EQUITY INVE

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AMERICAN EQUITY INVESTMENT LIFE HOLDING CO : Change in Directors or Principal Officers (form 8-K)

12/01/2020 | 06:06am


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the initial closing of the Brookfield Investment (as defined
below) and pursuant to the related Investment Agreement, dated October 17, 2020,
by and between American Equity Investment Life Holding Company (the "Company"),
Brookfield Asset Management Inc. ("Brookfield") and Burgundy Acquisitions I
Ltd.
, an affiliate of Brookfield (the "Investment Agreement"), Brookfield is
entitled to appoint an individual to the Board of Directors (the "Board") of the
Company. On November 30, 2020, the Board increased the size of the Board from
thirteen (13) to fourteen (14) directors and appointed Sachin Shah to serve as a
Class III director to fill such vacancy. The initial term for Mr. Shah will
expire on the date of the next annual meeting of the Company's shareholders. On
that date, Mr. Shah will stand for election to the Board by the Company's
shareholders for a term expiring in 2024. The Board has determined that Mr. Shah
is independent under the corporate governance standards of the New York Stock
Exchange
.
Mr. Shah currently is Managing Partner, Chief Investment Officer of Brookfield
and Vice Chair of Brookfield Renewable Group. Since 2002, Mr. Shah has been
employed by Brookfield, a leading global alternative asset manager with
approximately $575 billion of assets under management across its real estate,
infrastructure, renewable power, private equity, and credit strategies. He has
held a variety of senior roles across the organization, including Chief
Executive Officer of Brookfield Renewable Partners from 2015-2020. Mr. Shah was
appointed to serve as a director pursuant to the terms of the Investment
Agreement as described above and is not currently expected to serve on any
committees of the Board.
Burgundy Acquisitions I Ltd. will receive the compensation made available to
non-employee directors of the Company generally for the services of Mr. Shah,
which includes:
•$20,000 per quarter for Board service; and
•an annual equity grant of time-based restricted common stock under the
Company's Amended and Restated Equity Incentive Plan, which is typically awarded
in June. The prorated equity grant for the period through the next annual
meeting of the Company's shareholders for Mr. Shah's service is 2,100 shares.
Brookfield retains the right to appoint an individual to the Board until such
time as Brookfield beneficially owns less than 9.0% of the issued and
outstanding shares of common stock of the Company ("Common Stock"), excluding
any reduction in Brookfield's ownership stake resulting from share repurchases
or new issuances of Common Stock by the Company.
Item 8.01 Other Events.
In a press release issued on November 30, 2020, the Company announced that
following Hart-Scott-Rodino approval, it closed the first tranche of the
previously disclosed equity investment by Brookfield pursuant to the Investment
Agreement (the "Brookfield Investment"). The Company received approximately
$336.9 million of proceeds from the issuance of 9,106,042 shares of Common Stock
upon the initial closing of the Brookfield Investment.
The Company also announced that it has entered into an accelerated share
repurchase ("ASR") agreement with Citibank N.A. to repurchase up to $115 million
of Common Stock. Under the ASR agreement, the Company will receive initial
delivery of approximately 3.5 million shares of Common Stock, representing
approximately 80% of the number of shares of Common Stock initially underlying
the ASR agreement based on the closing price of the Common Stock of $26.28 on
November 30, 2020. The total number of shares to be repurchased will be based on
the volume-weighted average price of the Common Stock during the term of the ASR
agreement, less a discount, and subject to potential adjustments pursuant to the
terms and conditions of the ASR agreement. The final settlement of the share
repurchases under the ASR agreement is expected to be completed no later than
March 31, 2021.
A copy of the press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being furnished with this Form 8-K.
Exhibit
Number Description
99.1 Press Release, dated November 30, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.




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