Form 4: American Equity Investment Life Holding Co. Director's Shares Eliminated Following Merger with Brookfield Reinsurance

Director David S. Mulcahy reports the disposal of all common stock holdings in American Equity Investment Life Holding Co. following the completion of the merger with Brookfield Reinsurance on May 2, 2024.

Summary

• David S. Mulcahy, a director of American Equity Investment Life Holding Co. (AEL), reported changes in beneficial ownership due to the merger with Brookfield Reinsurance Ltd.
• The merger, effective May 2, 2024, resulted in AEL becoming a wholly-owned subsidiary of Brookfield Reinsurance.
• Each share of AEL common stock was exchanged for $38.85 in cash and a number of Class A limited voting shares of Brookfield Asset Management Ltd. (BAM).
• The aggregate value was $56.50 per share of AEL common stock, based on the 10-day volume-weighted average share price of BAM Class A Stock measured five business days prior to May 2, 2024.
• Mulcahy's holdings of 119,364 shares of AEL common stock were disposed of as a result of the merger.
• Restricted stock held by Mulcahy was converted into the right to receive a cash payment of $55 per share.

Sentiment

Score: 7

Explanation: The document is factual and reports the completion of a significant corporate event (merger). The sentiment is neutral to positive as the merger was completed as planned.

Positives

• The merger provided AEL shareholders with a combination of cash and shares in Brookfield Asset Management Ltd.

Future Outlook

The document does not contain specific forward-looking statements beyond the completion of the merger.

Industry Context

The merger reflects a trend of consolidation in the insurance industry, with larger asset managers like Brookfield seeking to expand their presence in the annuity and reinsurance markets.

Comparison to Industry Standards

• Brookfield's acquisition of American Equity is comparable to other deals in the insurance sector, such as Apollo Global Management's acquisition of Athene Holding, which also involved a combination of cash and equity consideration.
• The valuation of $56.50 per share is within the typical range for acquisitions of insurance companies, often based on a multiple of book value or embedded value.

Stakeholder Impact

• Shareholders of AEL received cash and shares of BAM as part of the merger consideration.
• AEL employees are now part of Brookfield Reinsurance.

Key Dates

Keywords

Merger, Brookfield Reinsurance, American Equity, AEL, Beneficial Ownership, Form 4, David S. Mulcahy