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American Equity Announces Final Offer Consideration For Exchange Offers For 3.50% Convertible Senior Notes Due 2015 And 5.25% Contingent Convertible Senior Notes Due 2029

American Equity Investment Life Holding Company (NYSE: AEL) (“American Equity” or the “Company”), a leading underwriter of index and fixed rate annuities, announced today the final Offer Consideration in its exchange offers to purchase for cash and 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 Prospectuses, dated October 17, 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 final 2015 Notes Offer Consideration offered per $1,000 principal amount of 2015 Notes accepted for exchange in the Exchange Offer is $1,750.52. The final 2015 Notes Offer Consideration was determined in accordance with the pricing formula described in the Prospectus and is 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”). For purposes of the pricing formula, the Average VWAP is $20.8918.

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) 28.74 shares of the Company’s common stock, which is the number of shares 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 addition, holders whose 2015 Notes are accepted for exchange will also be entitled to receive a cash payment for accrued and unpaid interest on the 2015 Notes to, but excluding, the settlement date of such Exchange Offer.

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