American Equity Investment Life Holding Company (NYSE: AEL) (“American Equity” or the “Company”), a leading underwriter of index and fixed rate annuities, announced today that it intends to commence exchange offers to purchase for cash and, in certain circumstances, newly issued shares of its common stock, any and all of its $200,000,000 principal amount of outstanding 3.50% Convertible Senior Notes due 2015 (the “2015 Notes”) and any and all of its $115,839,000 principal amount of outstanding 5.25% Contingent Convertible Senior Notes due 2029 (the “2029 Notes” and, with the 2015 Notes, the “Notes”). These exchange offers (each an “Exchange Offer” and, collectively, the “Exchange Offers”) are being made upon the terms and subject to the conditions set forth in the Company’s Preliminary Prospectuses, dated August 23, 2013, and the related Letters of Transmittal. The Exchange Offers will expire at 12:00 midnight, New York City time, at the end of October 21, 2013, unless extended or earlier terminated by the Company (as such may be extended, the “Expiration Date”).
THE 2015 NOTES OFFER CONSIDERATION
Upon the terms and subject to the conditions of the Exchange Offer relating to the 2015 Notes, holders of the 2015 Notes who validly tender and do not validly withdraw their 2015 Notes prior to 12:00 midnight, New York City time, at the end of the Expiration Date will receive, for each $1,000 principal amount of the 2015 Notes accepted for exchange, 2015 Notes Offer Consideration equal to (i) $143.92 plus (ii) ninety-five percent (95%) of the product of the Average VWAP (as defined herein) multiplied by 80.9486 (the “2015 Notes Offer Consideration”). The 2015 Notes Offer Consideration will be paid by a cash payment of up to $1,150 per $1,000 principal amount of 2015 Notes accepted for exchange in the Exchange Offer relating to the 2015 Notes. In the event that the 2015 Notes Offer Consideration exceeds $1,150, the 2015 Notes Offer Consideration will be paid by delivery of (i) a cash payment of $1,150 per $1,000 principal amount of 2015 Notes accepted for exchange in the Exchange Offer relating to the 2015 Notes and (ii) a number of shares of the Company’s common stock equal to the quotient of the total value of the 2015 Notes Offer Consideration less the $1,150 cash payment, divided by the Average VWAP. Cash will be paid in lieu of fractional shares based upon the Average VWAP. In no event will the total value of the 2015 Notes Offer Consideration paid in the Exchange Offer relating to the 2015 Notes be less than $1,150 per $1,000 principal amount of 2015 Notes accepted for exchange in the Exchange Offer relating to the 2015 Notes. In addition, holders whose 2015 Notes are accepted for exchange will be entitled to receive a cash payment for accrued and unpaid interest on the 2015 Notes to, but excluding, the settlement date for such Exchange Offer.
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