Form 4: American Equity Investment Life Holding Co. Executive Erik H. Askelsen Reports Changes in Beneficial Ownership Following Merger

Erik H. Askelsen, EVP & General Counsel of American Equity Investment Life Holding Co., reports changes in beneficial ownership due to the merger with Brookfield Reinsurance Ltd., including the conversion of restricted stock units into cash-settled restricted stock units denominated in shares of BAM Class A Stock.

Summary

• On May 2, 2024, American Equity Investment Life Holding Co. (AEL) merged with Arches Merger Sub, Inc., a subsidiary of Brookfield Reinsurance Ltd., becoming a wholly-owned subsidiary of Brookfield Reinsurance.
• The merger was executed according to the Agreement and Plan of Merger dated July 4, 2023.
• As a result of the merger, Erik H. Askelsen, EVP & General Counsel, reported changes in his beneficial ownership.
• 8,102 restricted stock units (RSUs) of AEL, granted following the date of the Merger Agreement (Rollover AEL RSUs), were converted into cash-settled restricted stock units denominated in shares of BAM Class A Stock (Exchanged RSUs).
• The Exchanged RSUs will continue to be governed by the same material terms and conditions as the Rollover AEL RSUs prior to the merger.
• The number of shares of BAM Class A Stock subject to each Exchanged RSU is calculated by multiplying the number of AEL shares subject to the Rollover AEL RSU by the quotient of $55 divided by the BAM Class A Stock Price.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing related to a previously announced merger. The sentiment is neutral to slightly positive as the merger has been completed as expected.

Future Outlook

The document does not contain explicit forward-looking statements beyond the mechanics of the merger agreement.

Industry Context

This announcement reflects ongoing consolidation trends within the insurance industry, with larger asset managers like Brookfield acquiring insurance companies to manage their assets and generate stable returns.

Comparison to Industry Standards

• Brookfield's acquisition of American Equity is similar to other deals where asset managers acquire insurance companies to gain access to their investment portfolios.
• Comparable transactions include Apollo Global Management's acquisition of Athene and Blackstone's investments in various insurance platforms.
• These deals typically involve using the insurance company's assets to generate higher returns through alternative investments managed by the parent company.

Stakeholder Impact

• Shareholders of AEL have received consideration as per the merger agreement.
• Employees of AEL will now be part of the Brookfield organization.
• The merger could lead to changes in investment strategies for AEL's assets.

Key Dates

Keywords

Merger, Beneficial Ownership, Restricted Stock Units, Brookfield Reinsurance, American Equity, AEL, BAM