UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2004
AMERICAN EQUITY
INVESTMENT LIFE HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
IOWA 001-31911 42-1447959
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
5000 Westown Parkway, Suite 440, West Des Moines, Iowa 50266
(Address of Principal Executive Offices) (Zip Code)
(515) 221-0002
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On December 23, 2004, American Equity Investment Life Holding Company
("AEL") entered into a purchase agreement with Deutsche Bank Securities Inc.
(the "Initial Purchaser"), a copy of which is attached hereto as Exhibit 1.1
(the "Purchase Agreement"). Pursuant to the Purchase Agreement, AEL agreed to
sell $10 million aggregate principal amount of its 5.25% Contingent
Convertible Senior Notes due 2024 (the "Notes") to the Initial Purchaser.
The closing of the sale of the Notes occurred on December 30, 2004.
The Notes were not registered under the Securities Act of 1933, as amended
(the "Securities Act"), and were sold to the Initial Purchaser in reliance on
the exemption from registration provided by Section 4(2) of the Securities
Act. The initial purchaser of the Notes then sold the Notes to qualified
institutional buyers pursuant to the exemption from registration provided by
Rule 144A under the Securities Act. The Company relied on these exemptions
from registration based on representations made by the Initial Purchaser in
the Purchase Agreement.
The Notes are governed by the terms of an indenture (the "Base
Indenture"), dated December 6, 2004, between AEL and U.S. Bank National
Association, as Trustee, as supplemented by the First Supplemental Indenture
dated December 30, 2004 (the "First Supplemental Indenture" and together with
the Base Indenture, the "Indenture"), a copy of which is attached hereto as
Exhibit 4.2. AEL previously issued $250 million aggregate principal amount of
its 5.25% Contingent Convertible Senior Notes due 2024 (the "Outstanding
Notes") pursuant to the Indenture, and the Indenture permits AEL to issue
additional notes from time to time.
The Notes and the Outstanding Notes constitute separate series of
securities under the Indenture and, accordingly, the holders of the Notes will
constitute a separate class under the Indenture. The Notes will accrue
interest from December 6, 2004. The Notes were offered at a different issue
price than the issue price for the Outstanding Notes and will have a different
projected payment schedule pursuant to which interest will be deemed to accrue
for U.S. federal income tax purposes.
The Notes are convertible, at the holders' option, prior to the
maturity date into cash and shares of AEL's common stock in the following
circumstances:
o during any fiscal quarter commencing after the date of original
issuance of the Notes, if the closing sale price of AEL's common
stock for at least 20 trading days in the period of 30 consecutive
trading days ending on the last trading of the fiscal quarter
preceding the quarter in which the conversion occurs is more than
120% of the Conversion Price (as defined below) of the Notes in
effect on that last trading day;
o if AEL has called the particular Notes for redemption and the
redemption has not yet occurred; or
o upon the occurrence of specified corporate transactions.
Holders may convert any outstanding Notes into cash and shares of
AEL's common stock at an initial "Conversion Price" per share of $14.47. This
represents an initial "Conversion Rate" of approximately 69.1085 shares of
common stock per $1,000 principal amount of Notes. The Conversion Price and
resulting Conversion Rate are subject to adjustment in certain specified
events. Subject to certain exceptions, at the time Notes are tendered for
conversion, the value (the "Conversion Value") of the cash and shares of AEL's
common stock, if any, to be received by a holder converting $1,000 principal
amount of the Notes will be determined by multiplying the Conversion Rate by
the "Ten Day Average Closing Stock Price," which equals the average of the
closing per share prices of AEL's common stock on the New York Stock Exchange
on the ten consecutive trading days beginning on the second trading day
following the day the Notes are submitted for conversion. AEL will deliver the
Conversion Value to holders as follows: (1) an amount in cash (the "Principal
Return") equal to the lesser of (a) the aggregate Conversion Value of the
Notes to be converted or (b) the aggregate principal amount of the Notes to be
converted, (2) if the aggregate Conversion Value of the Notes to be converted
is greater than the Principal Return, an amount in shares (the "Net Shares"),
determined as set forth below, equal to such aggregate Conversion Value less
the Principal Return (the "Net Share Amount") and (3) an amount in cash in
lieu of fractional shares of common stock. AEL will pay the Principal Return
and cash in lieu of fractional shares and deliver the Net Shares, if any, as
promptly as practicable after determination of the Net Share Amount. The
number of Net Shares to be paid will be determined by dividing the Net Share
Amount by the Ten Day Average Closing Stock Price, rounded down to the nearest
whole share.
The Notes will bear interest at a rate of 5.25 % per annum from
December 6, 2004. AEL will pay interest on the Notes semi-annually in arrears
on June 6 and December 6 of each year, beginning on June 6, 2005. In addition
to regular interest on the Notes, beginning with the six-month interest period
ending June 6, 2012, AEL will also pay contingent interest during any
six-month interest period in which the average trading price per $1,000
principal amount of the Notes for the five-day trading period ending on the
third day immediately preceding the first day of such six-month interest
period equals 120% or more of the principal amount of the Notes. During any
interest period in which contingent interest shall be payable, the contingent
interest payable on the Notes will equal 0.50% per annum based on such average
trading price.
The Notes will mature on December 6, 2024. AEL may redeem some or all
of the Notes at any time or from time to time on or after December 15, 2011,
at a redemption price equal to 100% of the principal amount of the Notes, plus
accrued and unpaid interest (including contingent interest and liquidated
damages, if any) up to but not including the date of redemption, payable in
cash. Holders may require AEL to repurchase all or a portion of their Notes on
December 15, 2011, 2014 and 2019 for a repurchase price equal to 100% of the
principal amount of the Notes, plus accrued and unpaid interest (including
contingent interest and liquidated damages, if any) up to but not including
the date of repurchase, payable in cash. Upon a change in control, as defined
in the Indenture, holders will have the right to require AEL to repurchase all
or a portion of their Notes for a period of time after the change of control.
The repurchase price will be equal to 100% of the principal amount of the
Notes, plus accrued and unpaid interest (including contingent interest and
liquidated damages, if any) up to but not including the date of repurchase,
payable in cash.
The Notes will be AEL's senior unsecured obligations and will rank
equally in right of payment with all of AEL's existing and future senior
indebtedness and senior to any existing and future subordinated indebtedness.
The Notes will effectively rank junior in right of payment to any existing and
future secured indebtedness to the extent of the value of the assets securing
such secured indebtedness. The Notes will be structurally subordinated to all
liabilities of AEL's subsidiaries.
In connection with the sale of the Notes, AEL also entered into a
registration rights agreement, dated December 30, 2004, with the Initial
Purchaser, a copy of which is attached hereto as Exhibit 4.4 (the
"Registration Rights Agreement"). Pursuant to the Registration Rights
Agreement, AEL has agreed to file a shelf registration statement with the
Securities and Exchange Commission covering resales of the Notes and AEL's
common stock issuable upon conversion of the Notes. If AEL fails to comply
with certain of its obligations under the Registration Rights Agreement, it
will be required to pay liquidated damages to the holders of the Notes.
The summary of the foregoing transaction is qualified in its entirety
by reference to the text of the related agreements, which are included as
exhibits hereto and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
See Item 1.01, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01, which is incorporated herein by reference.
Item 8.01 Other Events
On December 30, 2004, AEL issued a press release relating to the closing of
the sale of the Notes. This press release is filed as Exhibit 99.1 to this
Current Report and incorporated by reference as if set forth in full herein.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
Exhibit
Number Description
------- -----------------------------------------------------------------
1.1 Purchase Agreement, dated as of December 23, 2004, between
American Equity Investment Life Holding Company and the Initial
Purchaser.
4.1 Indenture, dated as of December 6, 2004, between American Equity
Investment Life Holding Company and U.S. Bank National
Association, as Trustee (incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K of American Equity
Investment Life Holding Company filed with the SEC on December
7, 2004).
4.2 First Supplemental Indenture, dated as of December 30, 2004,
between American Equity Investment Life Holding Company and U.S.
Bank National Association, as Trustee.
4.3 Form of 5.25% Contingent Convertible Senior Notes due 2024
(incorporated by reference to Exhibit A to Exhibit 4.2 hereof).
4.4 Registration Rights Agreement, dated as of December 30, 2004,
between American Equity Investment Life Holding Company and the
Initial Purchaser.
99.1 Press Release, dated December 30, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN EQUITY INVESTMENT LIFE
HOLDING COMPANY
By: /s/ Wendy L. Carlson
------------------------------
Wendy L. Carlson
Chief Financial Officer and
General Counsel
Date: December 30, 2004
EXHIBIT INDEX
Exhibit
Number Description
------- -----------------------------------------------------------------
1.1 Purchase Agreement, dated as of December 23, 2004, between
American Equity Investment Life Holding Company and the Initial
Purchaser.
4.1 Indenture, dated as of December 6, 2004, between American Equity
Investment Life Holding Company and U.S. Bank National
Association, as Trustee (incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K of American Equity
Investment Life Holding Company filed with the SEC on December
7, 2004).
4.2 First Supplemental Indenture, dated as of December 30, 2004,
between American Equity Investment Life Holding Company and U.S.
Bank National Association, as Trustee.
4.3 Form of 5.25% Contingent Convertible Senior Notes due 2024
(incorporated by reference to Exhibit A to Exhibit 4.2 hereof).
4.4 Registration Rights Agreement, dated as of December 30, 2004,
between American Equity Investment Life Holding Company and the
Initial Purchaser.
99.1 Press Release, dated December 30, 2004.