American National (ANG-PB) 8-KEntry into a Material Definitive Agreement

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): October 2, 2024 

AMERICAN NATIONAL GROUP INC.

(Exact name of registrant as specified in its charter)

(888) 252-0177

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On October 2, 2024, American National Group Inc. (the “Company”) closed its previously announced public offering (the “Offering”) of $600,000,000 aggregate principal amount of the Company’s 5.750% Senior Notes due 2029 (the “Notes”). The Notes were sold in a public offering pursuant to the Company’s registration statement on Form S-3 (File No. 333-281155). In connection with the issuance of the Notes, the Company entered into an Indenture, dated as of October 2, 2024 (the “Base Indenture”), between the Company, as issuer, and Wilmington Trust, National Association, as trustee (the “Trustee”) and a First Supplemental Indenture, dated as of October 2, 2024 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee, which supplemented the Base Indenture. The Company intends to use the net proceeds from the Offering to repay a portion of the outstanding indebtedness under its term loan credit facility.

The Notes are unsecured and unsubordinated obligations of the Company that rank equally in right of payment with all of the Company’s existing and future unsecured and unsubordinated indebtedness and that rank senior in right of payment to all of the Company’s existing and future subordinated indebtedness. The Notes are effectively subordinated to any secured obligations the Company may have in the future to the extent of the value of the collateral securing such obligations. The Notes are effectively subordinated to all of the existing and future indebtedness and other liabilities of the Company’s subsidiaries. The Notes will bear interest at a rate of 5.750% per annum, payable semi-annually on April 1 and October 1, to persons who are registered holders of the Notes on the immediately preceding March 15 and September 15, beginning on April 1, 2025.

The Indenture limits the ability of the Company and certain of its subsidiaries to incur certain liens and dispose of the capital stock of certain of the Company’s subsidiaries, and the ability of the Company to consolidate or merge with or into, or sell, lease or otherwise transfer all or substantially all of the assets of the Company and its subsidiaries to, other companies, in each case subject to certain exceptions and qualifications set forth in the Indenture. The Indenture also provides for customary events of default which, if any occurs, would permit or require the principal of and accrued interest on the Notes to become or be declared due and payable.

The Notes will mature on October 1, 2029. However, the Company may, at its option, redeem some or all of the Notes at any time and from time to time prior to their maturity. If the Company elects to redeem the Notes prior to September 1, 2029 (the date that is one month prior to their maturity date) (the “Par Call Date”), the Company will pay a redemption price in respect of the Notes to be redeemed equal to the greater of:

(1)            the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the First Supplemental Indenture) plus 35 basis points, less (b) interest accrued to, but excluding, the date of redemption, and

(2)            100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

The foregoing description of the Indenture does not purport to be a complete statement of the parties’ rights and obligations under the Indenture and is qualified in its entirety by reference to the full text of the Base Indenture and the First Supplemental Indenture, copies of which are filed as Exhibits 4.1 and 4.2, respectively, hereto and incorporated by reference herein.

The information set forth in Item 1.01 is incorporated herein by reference.

(d)            Exhibits

Cautionary Language Regarding Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on current expectations of management of the Company. Such statements include plans, projections and estimates regarding the use of proceeds from the Offering. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

SIGNATURE

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.