RegAlert2013-08-23
Added · Updated
SEC Division of Corporation Finance no-action letter: American Equity Investment Life Holding Company
The SEC staff will not recommend enforcement action against American Equity Investment Life Holding Company for using a 40-day volume-weighted average price (VWAP) averaging period ending on the expiration date to determine the offer consideration for its exchange offers of 3.50% Convertible Senior Notes due 2015 and 5.25% Contingent Convertible Senior Notes due 2029. The pricing mechanisms provide a minimum cash consideration of $1,150 per $1,000 principal amount for the 2015 Notes and $1,500 for the 2029 Notes, with any excess value paid in shares of Common Stock based on the calculated Average VWAP. The staff accepts this approach as a fair valuation method that correlates with the underlying stock price, thereby avoiding the need for multiple extensions typically required under Rules 13e-4 and 14e-1 when using standard pricing dates.
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5KADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE. N.W. F'IRM/Ar'...ILIATE OFP"'ICES WASHINGTON, D.C. 20005·2111 BOSTON CHICAGO TEL: (202) 3 71 ·7000 HOUSTON LOS ANGELES FAX: (202) 393·5760 NEW YORK www.skadden.com PALO ALTO WILMINGTON BEI,JING DIRECT DIAL BRUSSELS .20.2·37 r·7 reo F'RANKF'URT DIRECT FAX HONG KONG 202·66 r.go r o EMAIL AOORESS BRIAN BREHENY@SKAODEN.COM LONDON MOSCOW MUNICH PARIS S.I.O PAULO SHANGHAI SINGAPORE SYDNI!:Y August 23, 2013 TOKYO TORONTO VII!:NNA VIAE-MAIL Ms. Michele M. Anderson, Chief Mr. Perry Hindin, Special Counsel Office ofMergers and Acquisitions Division ofCorporation Finance Mail Stop 3628 1 00 F Street, N .E. Washington, D.C. 20549-3628 Re: VWAP Pricing in Issuer Cash and Common Stock Exchange Offers by American Eguity Investment Life Holding Company Dear Ms. Anderson and Mr. Hindin:
We are writing on behalf ofour client American Equity Investment Life Holding Company, an Iowa corporation (the "Company"), in connection with two proposed exchange offers (each an "Offer" and together the "Offers") by the Company to exchange any and all ofthe Company's outstanding 3.50% Convertible Senior Notes due 2015 (the "2015 Notes") and any and all ofthe Company's outstanding 5.25% Contingent Convertible Senior Notes due 2029 (the "2029 Notes" and together with the 2015 Notes, the "Subject Securities") at a purchase price per Subject Security1 determined in accordance with the Pricing Mechanisms (as defined below). The Subject Securities are convertible pursuant to their terms into shares ofthe Company's As used in this letter, any reference to offer consideration or value "per Subject Security" or "for each Subject Security" means offer consideration or value per $1 ,000 principal amount ofSubject Securities.
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SEC published 7 documents in the last 30 days. We email you each new one the day it's published.