AMERICAN EQUITY INVESTMENT LIFE HOLDING CO: results of operations and financial condition, FD settlement disclosure, entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)
Item 2.02 Results of Operations and Financial Condition
February 17, 2022, the registrant issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2021, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference. The registrant's financial supplement for the fourth quarter and year ended December 31, 2021, is attached as Exhibit 99.2 and is incorporated herein by reference. The information, including exhibits attached hereto, furnished under this Item 2.02 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Section 7.01 Disclosure of FD Regulations
February 17, 2022, American Equity Investment Holding Companyissued a supplemental slide presentation, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference. The slides highlight information about American Equity Investment Holding Company'sbusiness results. These slides are furnished and not filed pursuant to instruction B.2 of Form 8-K. The Company regularly evaluates its capital structure and potential financing transactions, including facilities that provide for contingent capital. Any such transaction may be material.
Section 1.01 Entering into a Material Definitive Agreement
Under the Agreement, the Company may draw up to three loans until six months after it closes. Loans will bear a spread-adjusted term Secured Overnight Financing Rate ("SOFR") plus a margin ranging from 0.250% to 1.000% for base rate borrowings and 1.250% to 2.000% for SOFR borrowings, based on the Company's S&P credit rating for senior unsecured long-term debt securities without third-party credit enhancement. The spread adjustment will range from 0.10% to 0.25% based on the interest period applicable to the loans. The Company agreed to two financial covenants: (1) a quarter-end debt to capital ratio not to exceed 0.35 to 1.00, and (2) a quarter-end net worth of at least 70% of its net worth as of
December 31, 2021, plus one-half of the Company's subsequent quarterly operating income excluding notable items and one-half of any net cash proceeds from all subsequent equity issuances. However, the Company's equity issuances and repurchases in connection with phase two of the Brookfield Asset Management Reinsurance Partners Ltd.'s investment in the Company are excluded from the calculation of the net worth covenant. The Agreement also includes customary representations and warranties, affirmative and negative covenants, and events of default. This description of the Agreement among the Company, certain lenders (the "Lenders"), and Citizens Bank, N.A., as administrative agent, is qualified by reference to the full text of the agreement, which is attached as Exhibit 10.1, and which is incorporated herein by reference. The Lenders and/or their affiliates have from time to time provided, and may in the future provide, various financial advisory, commercial banking, investment banking and other services to the Company and its affiliates, for which they received or may receive customary compensation and expense reimbursement. The forward-looking statements above, such as plans, may, and will, are based on assumptions and expectations that involve risks and uncertainties, including the "Risk Factors" the Company describes in its U.S. Securities and Exchange Commissionfilings. The Company's future results could differ, and it has no obligation to correct or update any of these statements.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information set forth above under “Item 1.01 Entering into a Material Definitive Agreement” of this Current Report is incorporated herein by reference.
Section 9.01. Financial statements and supporting documents
Number Description 10.1 Credit Agreement, dated as of February 15
2022, among US Equities
Investment Life Holding Company, the lenders party
as administrative agent for the lenders . 99.1 Press release dated
February 17, 2022, announcing
American Equity Life Investment
Holding Company's financial results for the fourth
quarter and year ended December
31, 2021. 99.2
American Equity Investment Life Holding Company's
Financial supplement for the
fourth quarter and year ended
December 31, 2021. 99.3 Slide presentation dated February 17, 2022,
As it concerns
Holding Company "2021: A Year of Achievements." 104 The cover page from this Current Report on Form
8-K, formatted in Inline XBRL.
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