This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) 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 7, 2022 (“Amendment No. 1”) (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. 2 amends the Original Schedule 13D, as amended and supplemented by Amendment No. 1, 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: |
Item 4 of the Amended Schedule 13D is hereby supplemented as follows:
As reported in the 2022 Annual Proxy Statement, the aggregate number of shares of Common Stock of the Issuer outstanding as of April 12, 2022 was 94,316,132, which is a decrease from the 99,288,517 outstanding shares of Common Stock of the Issuer that were outstanding on the date Amendment No. 1 was filed. As a result of such decrease in the aggregate number of outstanding shares of Common Stock of the Issuer, the aggregate percentage of outstanding shares of Common Stock of the Issuer that the Reporting Persons may be deemed to beneficially own increased by an amount equal to approximately one percentage point of the outstanding shares of Common Stock of the Issuer. This Amendment No. 2 is being filed solely to reflect such increase.
| Item 5. | Interest in Securities of the Issuer: |
Item 5 of the Amended Schedule 13D is hereby amended to read in its entirety as follows:
| (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 16.84% of the Issuer’s outstanding Common Stock. The percentage of Common Stock of the Issuer is based on an aggregate number of 94,316,132 shares of Common Stock of the Issuer outstanding as of April 12, 2022, as set forth in the 2022 Annual Proxy Statement. |
| (i) | Brookfield Asset Management Reinsurance Partners Ltd. (“BAM Re”) |
| (A) | As of April 12, 2022, BAM Re may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 16.84% of the Issuer’s outstanding Common Stock. |
| (B) | Sole voting power to vote or direct vote: 0 shares |
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
| (ii) | BAM Re Partners Trust |
| (A) | As of April 12, 2022, BAM Re Partners Trust may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 16.84% of the Issuer’s outstanding Common Stock. |
| (B) | Sole voting power to vote or direct vote: 0 shares |
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
| (iii) | BAM Re Holdings Ltd. (“BRHL”) |
| (A) | As of April 12, 2022, BRHL may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 16.84% of the Issuer’s outstanding Common Stock. |
| (B) | Sole voting power to vote or direct vote: 0 shares |
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
| (iv) | North End Re (Cayman) SPC (“NER SPC”) |
| (A) | As of April 12, 2022, NER SPC may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 16.84% of the Issuer’s outstanding Common Stock. |
| (B) | Sole voting power to vote or direct vote: 0 shares |
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
| (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. |
| Item 7. | Material to Be Filed as Exhibits: |
| | | |
| | Exhibit 99.1 | Joint Filing Agreement |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 10, 2022
| | BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD. |
| | | | | |
| | By: | /s/ Anna Knapman-Scott | |
| | | Name: | Anna Knapman-Scott | |
| | | Title: | Corporate Secretary | |
| | | | | |
| | | | | |
| | BAM RE TRUSTEE LTD., |
| | for and on behalf of |
| | BAM RE PARTNERS TRUST |
| | | | | |
| | By: | /s/ Kathy Sarpash | |
| | | Name: | Kathy Sarpash | |
| | | Title: | Vice President | |
| | | | | |
| | | | | |
| | BAM RE HOLDINGS LTD. |
| | | | | |
| | By: | /s/ Anna Knapman-Scott | |
| | | Name: | Anna Knapman-Scott | |
| | | Title: | Secretary | |
| | | | | |
| | | | | |
| | NORTH END RE (CAYMAN) SPC |
| | | | | |
| | By: | /s/ Gregory McConnie | |
| | | Name: | Gregory McConnie | |
| | | Title: | Director and Chief Executive Officer | |
