UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
American Equity Investment Life Holding Company
(Name of Issuer)
Common stock, par value $1.00
(Title of Class of Securities)
025676206
(CUSIP Number)
Anna Knapman-Scott
Wellesley House South, 2nd Floor
90 Pitts Bay Road
Pembroke HM08
Bermuda
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 025676206
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
BERMUDA
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
15,886,163(1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
15,886,163(1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,886,163
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
18.13%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
(1) This amount consists of the common shares of the Issuer directly held by North End RE (Cayman) SPC and 3,857,184 common shares of the Issuer directly held by Freestone Re Ltd., in
each case for which the reporting person may be deemed an indirect beneficial owner.
(2) Percentage ownership is based on an aggregate number of 87,638,191 shares of Common Stock of the Issuer outstanding as of August 2, 2022, as set forth in the Issuer’s Quarterly
Report on Form 10-Q for the quarterly period ending June 30, 2022, filed on August 09, 2022 (the “Second Quarter 2022 Form 10-Q”).
CUSIP No. 025676206
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
BAM RE PARTNERS TRUST
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
BERMUDA
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
15,886,163(1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
15,886,163(1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,886,163(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
18.13%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) This amount consists of the common shares of the Issuer directly held by North End RE (Cayman) SPC and 3,857,184 common shares of the Issuer directly held by Freestone Re Ltd.,
in each case for which the reporting person may be deemed an indirect beneficial owner.
(2) Percentage ownership is based on an aggregate number of 87,638,191 shares of Common Stock of the Issuer outstanding as of August 2, 2022, as set forth in the Second Quarter 2022
Form 10-Q.
CUSIP No. 025676206
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
BAM RE HOLDINGS LTD.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
BERMUDA
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
15,886,163(1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
15,886,163(1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,886,163(1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
18.13%(2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
(1) This amount consists of the common shares of the Issuer directly held by North End RE (Cayman) SPC, for which the reporting person may be deemed a direct beneficial owner, and
3,857,184 common shares of the Issuer directly held by Freestone Re Ltd., for which the reporting person may be deemed an indirect beneficial owner.
(2) Percentage ownership is based on an aggregate number of 87,638,191 shares of Common Stock of the Issuer outstanding as of August 2, 2022, as set forth in the Second Quarter 2022
Form 10-Q.
CUSIP No. 025676206
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
NORTH END RE (CAYMAN) SPC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
CAYMAN ISLANDS
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
12,028,979
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
12,028,979
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
12,028,979
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
13.73%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
(1) Percentage ownership is based on an aggregate number of 87,638,191 shares of Common Stock of the Issuer outstanding as of August 2, 2022, as set forth in the Second Quarter
2022 Form 10-Q.
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends the statement on Schedule 13D
jointly filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on June 28, 2021 (the “Original
Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D jointly filed by the Reporting Persons with the Commission on January 14, 2022 (“Amendment No. 1”),
Amendment No. 2 to Schedule 13D jointly filed by the Reporting Persons with the Commission on May 11, 2022 (“Amendment No. 2”) and Amendment No. 3 to Schedule 13D jointly filed by
the Reporting Persons with the Commission on June 15, 2022 (“Amendment No. 3”) (as amended and supplemented, collectively, the “Amended
Schedule 13D”), with respect to beneficial ownership of the shares of common stock, par value $1.00 per share (the “Common Stock”), of American Equity Investment
Life Holding Company, a corporation organized under the laws of Iowa (the “Issuer”), with principal executive offices at 6000 Westown Parkway, West Des Moines, Iowa 50266.
This Amendment No. 4 amends the Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3, on behalf of the Reporting Persons to furnish the
information set forth herein. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Original Schedule
13D.
| Item 4. |
Purpose of Transaction:
|
Item 4 of the Amended Schedule 13D is hereby supplemented as follows:
As reported in the Second Quarter 2022 Form 10-Q, the aggregate number of shares of Common Stock of the Issuer outstanding as of August 2, 2022 was 87,638,191,
which is a decrease from the 93,062,970 outstanding shares of Common Stock of the Issuer that were outstanding on the date Amendment No. 3 was filed. As a result of such decrease in the aggregate number of outstanding shares of Common
Stock of the Issuer, the aggregate percentage of outstanding shares of Common Stock of the Issuer that the Reporting Persons may be deemed to beneficially own increased by an amount equal to approximately one percentage point of the
outstanding shares of Common Stock of the Issuer.
Effective November 8, 2022, Sachin Shah (“Mr. Shah”), BAM Re’s nominated director to the Board of Directors (the “Board”) of the Issuer, resigned from the Board. A copy of Mr.
Shah’s letter of resignation is attached hereto as Exhibit 99.2. BAM Re does not currently plan to nominate another candidate to the Board.
On November 8, 2022, BAM Re sent the Issuer a letter demanding that the Issuer file a resale shelf registration statement for 9,106,042 shares held by the Reporting Persons, as required by the
Investment Agreement.
| Item 5. |
Interest in Securities of the Issuer:
|
Item 5 of the Amended Schedule 13D is hereby amended to read in its entirety as follows:
| (a)-(b) |
The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons to which this Schedule 13D relates is 15,886,163 shares, constituting approximately 18.13%
of the Issuer’s outstanding Common Stock. The percentage of Common Stock of the Issuer is based on an aggregate number of 87,638,191 shares of Common Stock of the Issuer outstanding as of August 2, 2022, as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2022, filed on August 9, 2022.
|
| (i) |
Brookfield Asset Management Reinsurance Partners Ltd. (“BAM Re”)
|
| (A) |
As of August 2, 2022, BAM Re may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 18.13% of the Issuer’s outstanding Common Stock.
|
| (B) |
Sole voting power to vote or direct vote: 0 shares
Shared voting power to vote or direct vote: 15,886,163 shares
Sole power to dispose or direct the disposition: 0 shares
Shared power to dispose or direct the disposition: 15,886,163 shares
|
| (ii) |
BAM Re Partners Trust
|
| (A) |
As of August 2, 2022, BAM Re Partners Trust may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 18.13% of the Issuer’s outstanding
Common Stock.
|
| (B) |
Sole voting power to vote or direct vote: 0 shares
Shared voting power to vote or direct vote: 15,886,163 shares Sole power to dispose or direct the disposition: 0 shares Shared power to dispose or direct the disposition: 15,886,163 shares |
| (iii) |
BAM Re Holdings
|
| (A) |
As of August 2, 2022, BAM Re Holdings may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 18.13% of the Issuer’s outstanding Common
Stock.
|
| (B) |
Sole voting power to vote or direct vote: 0 shares
Shared voting power to vote or direct vote: 15,886,163 shares Sole power to dispose or direct the disposition: 0 shares Shared power to dispose or direct the disposition: 15,886,163 shares |
| (iv) |
North End Re
|
| (A) |
As of August 2, 2022, North End Re may be deemed to be the beneficial owner of 12,028,979 shares of Common Stock, constituting approximately 13.73% of the Issuer’s outstanding Common
Stock.
|
| (B) |
Sole voting power to vote or direct vote: 0 shares
Shared voting power to vote or direct vote: 12,028,979 shares Sole power to dispose or direct the disposition: 0 shares Shared power to dispose or direct the disposition: 12,028,979 shares |
| (c) |
Other than as described in Item 3 of this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the Scheduled Persons, has effected any
transaction in shares of Common Stock during the past sixty days.
|
| (d) |
Not applicable.
|
| (e) |
Not applicable.
|
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:
|
Item 6 of the Amended Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of the Amended Schedule 13D is hereby incorporated by reference.
| Item 7. |
Material to Be Filed as Exhibits:
|
| Exhibit 99.1 |
Joint Filing Agreement
|
| Exhibit 99.2 |
Letter of Resignation from Sachin Shah, dated November 8, 2022
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 8, 2022
|
BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD.
|
||||
|
By:
|
/s/ Anna Knapman-Scott
|
|||
|
Name:
|
Anna Knapman-Scott
|
|||
|
Title:
|
Corporate Secretary
|
|||
|
BAM RE TRUSTEE LTD.,
|
||||
|
for and on behalf of
|
||||
|
BAM RE PARTNERS TRUST
|
||||
|
By:
|
/s/ Kathy Sarpash
|
|||
|
Name:
|
Kathy Sarpash
|
|||
|
Title:
|
Vice President
|
|||
|
BAM RE HOLDINGS LTD.
|
||||
|
By:
|
/s/ Anna Knapman-Scott
|
|||
|
Name:
|
Anna Knapman-Scott
|
|||
|
Title:
|
Secretary
|
|||
|
NORTH END RE (CAYMAN) SPC
|
||||
|
By:
|
/s/ Gregory McConnie
|
|||
|
Name:
|
Gregory McConnie
|
|||
|
Title:
|
Director and Chief Executive Officer
|
|||
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D,
including all amendments thereto. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the eighth day of November, 2022.
|
BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD.
|
||||
|
By:
|
/s/ Anna Knapman-Scott
|
|||
|
Name:
|
Anna Knapman-Scott
|
|||
|
Title:
|
Corporate Secretary
|
|||
|
BAM RE TRUSTEE LTD.,
|
||||
|
for and on behalf of
|
||||
|
BAM RE PARTNERS TRUST
|
||||
|
By:
|
/s/ Kathy Sarpash
|
|||
|
Name:
|
Kathy Sarpash
|
|||
|
Title:
|
Vice President
|
|||
|
BAM RE HOLDINGS LTD.
|
||||
|
By:
|
/s/ Anna Knapman-Scott
|
|||
|
Name:
|
Anna Knapman-Scott
|
|||
|
Title:
|
Secretary
|
|||
|
NORTH END RE (CAYMAN) SPC
|
||||
|
By:
|
/s/ Gregory McConnie
|
|||
|
Name:
|
Gregory McConnie
|
|||
|
Title:
|
Director and Chief Executive Officer
|
|||
Exhibit 99.2
November 8, 2022
The Chairman
American Equity Investment Life Holding Company
6000 Westown Parkway
West Des Moines, IA 50266
Dear David:
I hereby tender my resignation as a member of the Board of Directors (the “Board”) of American Equity Investment Life Holding Company (the “Company”), effective immediately.
It is clear based on recent events that there has been a fundamental change in the strategic direction of the Company, and that change in my view represents a material departure from the AEL 2.0 strategy. As previously
communicated, neither I nor Brookfield Reinsurance can support this change in strategy as being in the best interests of the Company, its policyholders or its shareholders.
For the time being, Brookfield Reinsurance will not exercise its rights under the Investment Agreement to designate a replacement director to the Board.
|
Sincerely,
|
|
| /s/ Sachin Shah | |
|
Sachin Shah
|