This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the statement on Schedule 13D jointly filed by the Reporting Persons with the Securities and Exchange Commission on December 2, 2020 (the “Original
Schedule 13D”, as amended by this Amendment, 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 amends the Original Schedule 13D 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.
This Amendment represents the final amendment to the Original Schedule 13D and constitutes an exit filing. Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Original Schedule 13D.
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Item 2.
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Identity and Background
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Item 2(a) of the Amended Schedule 13D is hereby supplemented as follows:
In accordance with the previous announcement in Brookfield’s management information circular dated April 27, 2020, Partners Limited closed the transfer of 85,120 class B limited voting shares of Brookfield (the
“BAM Class B Shares”) on April 6, 2021, representing 100% of such shares, to the BAM Partners Trust. The BAM Class B Shares entitle the holders thereof to appoint one half of the board of directors of Brookfield.
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Item 4.
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Purpose of Transaction:
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Item 4 of the Amended Schedule 13D is hereby supplemented as follows:
On November 12, 2020, Brookfield announced that it would establish Brookfield Asset Management Reinsurance Partners Ltd. (“BAM Re”), an exempted company organized under the laws of Bermuda, as a
publicly-traded company to own and operate its reinsurance business through the consummation of a reorganization transaction (the “Reorganization Transaction”). On June 28, 2021, Brookfield completed the Reorganization Transaction pursuant
to which, among other things, (a) a special dividend of one Class A exchangeable share of BAM Re was distributed by Brookfield to holders of Class A exchangeable shares of Brookfield (the “BAM Class A Shares”) for every BAM Class A Share
held as of June 18, 2021, resulting in BAM Re no longer being a subsidiary of Brookfield, (b) Burgundy Acquisitions engaged in the Sale Transaction described in Item 5 of this Amendment and (c) Brookfield and Burgundy Acquisitions completed the
other transactions contemplated by the Assignment Agreement described in Item 6 of this Amendment. Following the consummation of the Reorganization Transaction, (i) BAM Re and NER SPC ceased to be subsidiaries of Brookfield, (ii) Brookfield
retained only an economic interest in BAM Re through its ownership of all of the Class C non-voting shares of BAM Re and (iii) accordingly, Brookfield and the other Reporting Persons ceased to beneficially own any Common Stock of the Issuer.
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Item 5.
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Interest in Securities of the Issuer:
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Item 5 of the Amended Schedule 13D is hereby supplemented as follows:
On June 18, 2021, Burgundy Acquisitions sold its 9,108,142 shares of Common Stock to North End Re (Cayman) SPC (“NER SPC”), a segregated portfolio company incorporated under the laws of the Cayman Islands
and an indirect, wholly owned subsidiary of BAM Re, at a price of $32 per share, for aggregate consideration of $291,460,544 (the “Sale Transaction”), which shares consisted of (i) the 9,106,042 shares of Common Stock acquired at the closing
of the first tranche of BAM’s equity investment, and (ii) an additional 2,100 shares of restricted Common Stock granted to NER SPC on November 30, 2020 in connection with a compensation arrangement for the member of the Board designated by BAM. The
information set forth in Items 2 and 4 of this Amendment is hereby incorporated by reference into this Item 6 of the Amended Schedule 13D.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:
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Item 6 of the Amended Schedule 13D is hereby amended by adding the following:
The information set forth in Items 3 and 4 of this Amendment is hereby incorporated by reference into this Item 6 of the Amended Schedule 13D.
On February 28, 2021, Brookfield, Burgundy Acquisitions, BAM Re, and NER SPC entered into the Assignment Agreement, Consent and Waiver in Anticipation of Regulatory Form A Filing (the “Assignment Agreement”).
Pursuant to the Assignment Agreement, (a) Burgundy Acquisitions assigned its rights and obligations under the Investment Agreement to NER SPC, (b) Brookfield assigned its rights and obligations under the Investment Agreement to BAM Re, (c) the
Issuer agreed to (i) the transfer by Burgundy Acquisition of its 9,108,142 shares of Common Stock to NER SPC, and (ii) the assignment of Brookfield’s and Burgundy Acquisitions’ rights and obligations under the Investment Agreement to BAM Re and NER
SPC, respectively, including Brookfield’s right to acquire the second tranche of Common Stock of the Issuer as described in Item 6 of the Original Schedule 13D, (d) Brookfield will remain bound by certain obligations under the Investment Agreement,
including with respect to the ownership limitations, standstill obligations and transfer and voting restrictions contained therein and described in Item 6 of the Original Schedule 13D, and (e) to the extent that BAM Re and NER SPC do not satisfy
their obligations to purchase the second tranche of Common Stock of the Issuer or enter into reinsurance arrangements as described in Item 6 of the Original Schedule 13D, in each case, as set forth in the Investment Agreement, Brookfield will be
obligated (or cause to be obligated) to consummate such transactions.
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Item 7.
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Material to Be Filed as Exhibits:
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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: June 28, 2021