WEST DES MOINES, Iowa--(BUSINESS WIRE)--American Equity Investment Life Holding Company (NYSE: AEL) (the “Company”) announced today that it has commenced an underwritten public offering of 8,600,000 shares of common stock, of which 4,300,000 will be subject to the forward sale agreement described below. In conjunction with this offering, the underwriters will be granted a 30-day option to purchase up to 1,290,000 additional shares of common stock.
In connection with the offering of its common stock, the Company expects to enter 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 is expected 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 will act 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. will act as joint book-running managers for the offering, and Sandler O’Neill + Partners, L.P. will act 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 email@example.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.