Item 3.02 Unregistered Sales of Equity Securities . On December 18, 2013 , American Equity Investment Life Holding Company (the "Company") entered into a privately negotiated exchange agreement (the "Exchange Agreement") pursuant to which it will issue shares of its common stock, par value $1 per share ("Common Stock"), and pay cash in exchange for the Company's 5.25% Contingent Convertible Senior Notes due 2029 (the "2029 Notes"). The actual number of shares of Common Stock to be issued pursuant to the Exchange Agreement cannot yet be determined as it will be based on the per share volume-weighted average price of the Common Stock on the New York Stock Exchange during an agreed exchange period beginning on January 2, 2014 . The Company expects the number of shares of Common Stock to be issued pursuant to the Exchange Agreement to constitute more than 1% but less than 2% of the number of shares of Common Stock outstanding. The Company will report the actual number of shares of Common Stock issued following settlement. The issuance of Common Stock will be made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 3(a)(9) of the Securities Act, on the basis that the exchange constituted an exchange with an existing holder exclusively in a privately negotiated transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. The Company may tender for, redeem or repurchase additional outstanding convertible notes. The form and timing of any such activity will be dependent on market conditions and other factors and there can be no assurance that any such transactions will be completed prior to the December 2014 call date for the 2029 Notes or the September 2015 maturity date for the Company's 3.50% Convertible Senior Notes due 2015. This current report on Form 8-K does not constitute an offer to exchange the 2029 Notes or other securities of the Company for Common Stock or other securities of the Company. --------------------------------------------------------------------------------
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