American National Announces Full Redemption of Outstanding Depositary Shares Representing Interests in its 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A and Intent to Voluntarily Delist and Deregister

Rhea-AI Summary

American National Group has announced the full redemption of its 16,000 outstanding shares of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A, and corresponding 16 million depositary shares on February 24, 2025. Each depositary share, representing a 1/1,000th interest in Series A Preferred Stock, will be redeemed at $25.00 plus any declared but unpaid dividends.

The redemption will be processed through The Depository Trust Company, with Computershare Inc. acting as the redemption agent. Following the redemption, the company plans to delist the Depositary Shares from the NYSE and deregister them with the SEC. The deregistration is expected to become effective 90 days after filing Form 15.

Positive

• Full redemption of preferred stock at $25.00 per depositary share, providing immediate liquidity to shareholders
• Complete redemption indicates strong financial position to handle $400 million buyback ($25 x 16 million shares)

Negative

• Delisting from NYSE may reduce trading liquidity for existing shareholders
• Loss of preferred dividend income stream for current holders

Insights

Financial Analyst

This strategic financial move by American National carries significant implications for investors and the company's capital structure. The $400 million redemption of Series A Preferred Stock at $25.00 per depositary share represents a major capital restructuring event.

The redemption timing is particularly noteworthy, as it comes with the additional step of delisting from NYSE and deregistering with the SEC. This dual action suggests a broader strategic shift in the company's approach to public markets and capital management. The elimination of the 5.95% fixed-rate preferred dividend obligation will reduce the company's cost of capital and mandatory payment requirements.

For current holders of the depositary shares, this mandatory redemption ensures they receive their principal investment plus accrued dividends, though they lose future income streams from the preferred dividends. The redemption price calculation, including unpaid dividends up to the redemption date, provides fair compensation but forces investors to seek alternative yield investments.

The delisting and deregistration process, expected to complete 90 days after the Form 15 filing, indicates American National's desire to reduce regulatory compliance costs and reporting burdens. This could result in annual savings from reduced administrative expenses, audit fees and regulatory compliance costs.

The comprehensive nature of this action - combining full redemption with market exit - suggests a deliberate strategy to optimize the company's capital structure while potentially preparing for future corporate actions or restructuring initiatives. This type of move often precedes significant corporate developments or reflects a shift in long-term financial strategy.

HOUSTON, Jan. 24, 2025 (GLOBE NEWSWIRE) -- American National Group Inc. (the “Company”) (NYSE: ANG PRA) today announced that the Company will redeem (the “Redemption”) all the 16,000 outstanding shares of its 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A (the “Series A Preferred Stock”) and the corresponding 16,000,000 depositary shares, each representing a 1/1,000th interest in one share of Series A Preferred Stock (the “Depositary Shares”), on February 24, 2025 (the “Redemption Date”).

The Depositary Shares will be redeemed for a redemption price equal to $25.00 per Depositary Share (equivalent to $25,000 per share of Series A Preferred Stock) plus an amount equal to any declared but unpaid dividends and the portion of the quarterly dividend attributable to 1/1,000th of a share of Series A Preferred Stock to the then-current dividend period that has not been declared and paid to, but excluding, the Redemption Date (the “Redemption Price”).

The Depositary Shares are held through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the applicable procedures of DTC. Payment to DTC for the Depositary Shares will be made by Computershare Inc., the Company’s redemption agent (the “Redemption Agent”), in accordance with the terms set forth in the Redemption Agent Agreement that governs the redemption of the Depositary Shares. All questions about the notice of redemption and related materials should be directed to the Redemption Agent at the following address and phone number:

Computershare Inc.
Attention: Corporate Actions Department
150 Royall Street
Canton, MA 02021
Tel: 1-800-546-5141

Upon the Redemption, no Series A Preferred Stock or Depositary Shares will remain outstanding, and all rights with respect to such stock or depositary shares will cease and terminate except only the right of the holders of the Depositary Shares to receive the Redemption Price, without interest. The information contained in this press release does not constitute a notice of redemption with respect to the Series A Preferred Stock or Depositary Shares. Investors in the Depositary Shares should contact the bank or broker through which they hold a beneficial interest in the Depositary Shares for information about obtaining the Redemption Price for the Depositary Shares in which they have a beneficial interest.

In connection with the Redemption, the Company intends to delist the Depositary Shares from the New York Stock Exchange (“NYSE”) and to deregister the Depositary Shares from registration with the Securities and Exchange Commission (the “SEC”). The Company intends to request that NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all of the Depositary Shares from NYSE. In addition, after the Redemption Date, the Company intends to file a certification on Form 15 with the SEC requesting the termination of registration of all of the Depositary Shares. Deregistration of the Depositary Shares is expected to become effective 90 days after the Form 15 is filed.

ABOUT AMERICAN NATIONAL GROUP INC.

American National Group Inc. offers a broad array of insurance products and services through its operating subsidiaries, American National and American Equity Life. Operating across 50 U.S. states, the group’s customer offering includes annuities, personal and commercial property and casualty insurance and life insurance. For more information, please visit AmericanNational.com/home/about-us/investor-relations.

Forward-Looking Statements

All statements contained in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Forward-looking statements give expectations or forecasts of future events and do not relate strictly to historical or current facts. They may relate to markets for our products, trends in our operations or financial results, strategic alternatives, future operations, strategies, plans, partnerships, investments, share buybacks and other financial developments. They use words and terms such as “anticipate,” “assume,” “believe,” “can,” “continue,” “could,” “enable,” “estimate,” “expect,” “foreseeable,” “goal,” “improve,” “intend,” “likely,” “may,” “model,” “objective,” “opportunity,” “outlook,” “plan,” “potential,” “project,” “remain,” “risk,” “seek,” “should,” “strategy,” “target,” “will,” “would,” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all forms of speech and derivative forms, or similar words, as well as any projections of future events or results. Forward-looking statements, by their nature, are subject to a variety of assumptions, risks, and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by the Company. Factors that may cause our actual decisions or results to differ materially from those contemplated by these forward-looking statements include, among other things, the factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as updated by the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 and any other documents we file with the SEC.

Forward-looking statements speak only as of the date the statement was made and the Company undertakes no obligation to update such forward-looking statements except as required by law. There can be no assurance that other factors not currently disclosed or anticipated by the Company will not materially adversely affect our results of operations or plans. Investors are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf.

Contact: Steven Schwartz   
Treasurer, Head of Investor Relations
888-221-1234 ext. 3763
sschwartz@american-equity.com

FAQ

What is the redemption price for American National's ANGPRA depositary shares?

The redemption price is $25.00 per depositary share plus any declared but unpaid dividends up to February 24, 2025.

When will American National (ANGPRA) complete the preferred stock redemption?

The redemption will be completed on February 24, 2025.

How many ANGPRA depositary shares are being redeemed by American National?

American National is redeeming all 16 million outstanding depositary shares.

What happens to ANGPRA shares after the redemption?

After redemption, the shares will be delisted from NYSE and deregistered with the SEC, with all rights terminated except for receiving the redemption price.

How long will it take for ANGPRA shares to be deregistered after redemption?

Deregistration is expected to become effective 90 days after the company files Form 15 with the SEC.