This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) 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”) and Amendment No. 2 to Schedule 13D jointly filed by the Reporting Persons with the Commission on May 11, 2022 (“Amendment No. 2”) (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. 3 amends the Original Schedule 13D, as amended and supplemented by Amendment No. 1 and Amendment No. 2, 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:
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Item 4 of the Amended Schedule 13D is hereby supplemented as follows:
On June 15, 2022, North End Re (Cayman) SPC (“North End Re”) engaged in a series of transactions with its sole shareholder, BAM Re Holdings Ltd. (“BAM Re
Holdings”) and other subsidiaries of BAM Re Holdings, as a result of which 3,857,184 common shares of American Equity Investment Life Holding Company were transferred from North End Re to Freestone Re Ltd., another wholly owned
subsidiary of BAM Re Holdings. North End Re and Freestone Re Ltd. initially effected the transfer through a temporary customary nominee agreement, whereby North End Re has agreed to hold the shares as nominee in favor of Freestone Re Ltd.,
that will terminate upon the completion of the internal transaction steps described in the preceding sentence.
Item 5. |
Interest in Securities of the Issuer:
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Item 5 of the Amended Schedule 13D is hereby amended to read in its entirety as follows:
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(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 17.07% of the Issuer’s outstanding Common Stock. The percentage of Common Stock of the Issuer is based on an aggregate number of 93,062,970 shares of Common Stock of the Issuer outstanding as of May 04, 2022, as set
forth in the First Quarter 2022 Form 10-Q.
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(i) |
Brookfield Asset Management Reinsurance Partners Ltd. (“BAM Re”)
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(A) |
As of June 15, 2022, BAM Re may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 17.07% of the Issuer’s outstanding Common
Stock.
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(B) |
Sole voting power to vote or direct vote: 0 shares
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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
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(ii) |
BAM Re Partners Trust
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(A) |
As of June 15, 2022, BAM Re Partners Trust may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 17.07% of the Issuer’s
outstanding Common Stock.
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(B) |
Sole voting power to vote or direct vote: 0 shares
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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
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(A) |
As of June 15, 2022, BAM Re Holdings may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 17.07% of the Issuer’s outstanding
Common Stock.
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(B) |
Sole voting power to vote or direct vote: 0 shares
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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
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(A) |
As of June 15, 2022, North End Re may be deemed to be the beneficial owner of 12,028,979 shares of Common Stock, constituting approximately 12.93% of the Issuer’s outstanding
Common Stock.
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(B) |
Sole voting power to vote or direct vote: 0 shares
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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
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(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.
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Item 6. |
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 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:
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Exhibit 99.1 |
Joint Filing Agreement
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