American Equity Investment Life Holding Company (NYSE:AEL) (the
“Company”) announced today that it has priced an underwritten public
offering of 8,600,000 shares of common stock, of which 4,300,000 are
subject to the forward sale agreement described below, at a public
offering price of $25.25 per share. The underwriters have been granted a
30-day option to purchase up to 1,290,000 additional shares of common
stock.
The offering is expected to close on or about August 12, 2015, subject
to customary closing conditions.
In connection with the offering of its common stock, the Company has
entered into a forward sale agreement (and, to the extent that the
underwriters exercise their option to purchase additional shares, the
Company will enter into an additional forward sale agreement) with an
affiliate of RBC Capital Markets, LLC (the “Forward Counterparty”),
under which the Forward Counterparty or its affiliate has agreed to,
subject to the satisfaction of certain conditions, borrow from third
parties and sell to the underwriters 4,300,000 shares of the Company’s
common stock.
Settlement of the forward sale agreement will occur on one or more dates
specified by the Company within approximately 12 months after the date
of the prospectus supplement relating to the offering. Pursuant to the
terms of the forward sale agreement, and subject to the Company’s right
to elect cash or net share settlement, the Company plans to issue and
deliver, upon physical settlement of such forward sale agreement,
4,300,000 shares of its common stock to the Forward Counterparty at the
then-applicable forward sale price. The remaining shares of common stock
in the offering will be newly issued by the Company.
The Company intends to use the net proceeds from the offering for
general corporate purposes, including contributions to the capital and
surplus of its life insurance subsidiaries.
RBC Capital Markets, LLC and J.P. Morgan Securities LLC are acting as
lead book-running managers for the offering. Citigroup Global Markets
Inc., FBR Capital Markets & Co., Raymond James & Associates, Inc. and
SunTrust Robinson Humphrey, Inc. are acting as joint book-running
managers for the offering, and Sandler O’Neill + Partners, L.P. is
acting as co-manager for 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 (the “SEC”), and is being made solely by means of a
prospectus supplement and accompanying base 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: RBC
Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York
10281, Attention: Equity Syndicate, by telephone at 877-822-4089 or by
email at equityprospectus@rbccm.com,
or J.P. Morgan Securities LLC, Attention: Prospectus Department, 1155
Long Island Avenue, Edgewood, New York 11717, at (866) 803-9204.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the shares, 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.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements relate to future operations, strategies,
financial results or other developments, and are subject to assumptions,
risks and uncertainties. Statements such as “guidance”, “expect”,
“anticipate”, “believe”, “goal”, “objective”, “target”, “may”, “should”,
“estimate”, “projects” or similar words as well as specific projections
of future results qualify as forward-looking statements. Factors that
may cause the Company’s actual results to differ materially from those
contemplated by these forward-looking statements can be found in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2014 filed with the SEC. 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 its results of operations. Investors are
cautioned not to place undue reliance on any forward-looking statements
made by the Company or on its behalf.
ABOUT AMERICAN EQUITY
American Equity Investment Life Holding Company, through its
wholly-owned operating subsidiaries, issues fixed annuity and life
insurance products, with a primary emphasis on the sale of fixed 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.
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