American Equity Investment Life Holding Company (NYSE: AEL) (“American
Equity” or the “Company”), a leading underwriter of index and fixed rate
annuities, announced today that it intends to relaunch its public
offering of senior unsecured notes due 2021 (the “Notes”) pursuant to an
effective shelf registration statement filed with the Securities and
Exchange Commission (the “SEC”). In addition, the aggregate principal
amount of the offering was increased to $400 million from the previously
announced $250 million.
The Company intends to use the net proceeds of the offering of the
Notes: (i) to pay the cash consideration required to purchase the
Company’s 5.25% Contingent Convertible Senior Notes due 2029 (the
“December 2029 Notes”) tendered in connection with an offer to exchange
(the “2029 Exchange Offer”) any and all of the Company’s outstanding
December 2029 Notes for cash and newly issued shares of common stock if
the Company commences such an offer, (ii) to pay the cash consideration
required to purchase the Company’s 3.5% Convertible Senior Notes due
2015 (the “September 2015 Notes”) tendered in connection with an offer
to exchange (the “2015 Exchange Offer”) any and all of the Company’s
outstanding September 2015 Notes for cash and newly issued shares of
common stock if the Company commences such an offer, (iii) to repay all
amounts outstanding under the Company’s existing revolving credit
facility, (iv) to pay related fees and expenses and (v) for general
corporate purposes. The Company is under no obligation to commence the
2029 Exchange Offer or the 2015 Exchange Offer, and the offering of the
Notes is not conditioned upon the commencement or completion of the 2029
Exchange Offer or the 2015 Exchange Offer. The Company’s decision to
commence the 2029 Exchange Offer or the 2015 Exchange Offer will depend
on market conditions and other factors. In the alternative or in
addition, the Company may use the net proceeds of the offering of the
Notes to tender for, redeem or repurchase the December 2029 Notes or the
September 2015 Notes at a later date.
J.P. Morgan Securities LLC will act as sole book-running manager of the
offering, and SunTrust Robinson Humphrey, Inc., Citigroup Global Markets
Inc., Deutsche Bank Securities Inc., FBR Capital Markets & Co. and
Raymond James & Associates, Inc. will act as co-managers of the
offering. The offering is being made pursuant to an effective shelf
registration statement, previously filed by the Company with the
Securities and Exchange Commission, and is being made solely by means of
a prospectus supplement and accompanying prospectus. A copy of the
prospectus supplement and related base prospectus may be obtained on the
SEC’s website at www.sec.gov.
Alternatively, the underwriters will provide copies upon request to:
J.P. Morgan Securities LLC at 1-800-245-8812 or by mail to Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11787,
Attention: Post-Sale Fulfillment.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes, and shall not constitute an
offer, solicitation or sale in any state or other jurisdiction in which
such an offer, solicitation or sale would be unlawful.
In addition, this press release does not constitute an offer to buy
the December 2029 Notes or the September 2015 Notes. Any tender offer or
offer to exchange will be made only pursuant to an offer to purchase
statement or an exchange offer statement, letter of transmittal and
related materials that American Equity would distribute to applicable
noteholders. Noteholders and investors should read carefully any offer
to purchase statement or exchange offer statement, letter of transmittal
and related materials because they will contain important information,
including the various terms of, and conditions to, the tender or
exchange offer, if any.
The Company may file a registration statement (including a
prospectus) with the SEC for any exchange offer for the December 2029
Notes or the September 2015 Notes to which this communication relates.
Before you invest through any such exchange offer, you should read
the prospectus in that registration statement and other documents the
Company has filed with the SEC for more complete information about the
Company and any such exchange offer. You may get these documents
for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the Company will arrange to send you any prospectus
after filing if you request it by calling 1-800-245-8812.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the
meaning of the federal securities laws and the Private Securities
Litigation Reform Act of 1995. Forward-looking statements typically are
identified by the use of terms such as “anticipate,” “believe,” “plan,”
“estimate,” “expect,” “project,” “intend,” “may,” “will,” “would,”
“contemplate,” “possible,” “attempt,” “seek,” “should,” “could,” “goal,”
“target,” “on track,” “comfortable with,” “optimistic” and similar
words, although some forward-looking statements are expressed
differently. Investors should consider statements that contain these
words carefully because they describe the Company’s expectations, plans,
strategies and goals and the Company’s beliefs concerning future
business conditions, the Company’s results of operations, financial
position, and the Company’s business outlook or they state other
“forward-looking” information based on currently available information.
The “Risk Factors” section of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2012, filed with the SEC on March 7,
2013, provides examples of risks, uncertainties and events that could
cause the Company’s actual results to differ materially from the
expectations expressed in the Company’s forward-looking statements.
Forward-looking statements speak only as of the date the statement was
made and the Company undertakes no obligation to update such
forward-looking statements. There can be no assurance that other factors
not currently anticipated by the Company will not materially and
adversely affect the Company’s results of operations. Investors are
cautioned not to place undue reliance on any forward-looking statements
made by the Company or on the Company’s behalf.
ABOUT AMERICAN EQUITY
American Equity Investment Life Holding Company, through its
wholly-owned operating subsidiaries, is a full service underwriter of
fixed annuity and life insurance products, with a primary emphasis on
the sale of index and fixed rate annuities. American Equity Investment
Life Holding Company, a New York Stock Exchange Listed company (NYSE:
AEL), is headquartered in West Des Moines, Iowa. For more information,
please visit www.american-equity.com.
Copyright Business Wire 2013