Form DEFM14C American National Group

September 17, 2021 6:12 AM EDT

Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium here.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________

SCHEDULE 14C

________________________________

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:

 

Preliminary Information Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

 

Definitive Information Statement

American National Group, Inc.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

 

No fee required

 

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

   

(1)

 

Title of each class of securities to which transaction applies:

       

  

   

(2)

 

Aggregate number of securities to which transaction applies:

       

  

   

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

       

  

   

(4)

 

Proposed maximum aggregate value of transaction:

       

 

   

(5)

 

Total fee paid:

       

 

 

Fee paid previously with preliminary materials

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

(1)

 

Amount Previously Paid:

       

 

   

(2)

 

Form, Schedule or Registration Statement No.:

       

 

   

(3)

 

Filing Party:

       

 

   

(4)

 

Date Filed:

       

 

 

Table of Contents

American National Group, Inc.
One Moody Plaza
Galveston, Texas 77550

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS
AND
INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.

Dear American National Group, Inc. Stockholders:

This notice of written consent and appraisal rights and the accompanying information statement is being furnished to the holders of common stock, par value $0.01 per share (such shares collectively “Company common stock”), of American National Group, Inc. (the “Company”), in connection with the Agreement and Plan of Merger, dated as of August 6, 2021 (the “merger agreement”), a copy of which is attached as Annex A to the accompanying information statement, by and among Brookfield Asset Management Reinsurance Partners Ltd., an exempted company limited by shares existing under the laws of Bermuda (“Parent”), Freestone Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. On the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger (the “effective time”), Merger Sub will merge with and into the Company (the “merger”), with the Company continuing as the surviving entity, which will become an indirect, wholly-owned subsidiary of Parent. At the effective time, each share of Company common stock issued and outstanding immediately prior to such time will be converted into the right to receive $190.00 in cash without interest (the “merger consideration”), less any applicable withholding taxes, and each outstanding and unvested restricted share award and restricted stock unit award will vest and be converted into the right to receive a cash payment equal to the merger consideration multiplied by the total number of shares of Company common stock subject to such award prior to the effective time. However, the merger consideration will not be paid in respect of (a) any shares of Company common stock (i) owned by the Company, Parent or Merger Sub (or any of their wholly-owned subsidiaries) immediately prior to the effective time or (ii) held in treasury of the Company and (b) shares of Company common stock outstanding immediately prior to the effective time that are held by a holder who has not consented to the merger, has properly demanded appraisal of such shares of Company common stock in accordance with Delaware law, and as of the effective time, has not waived, withdrawn or lost rights to such appraisal under Delaware law. On August 6, 2021, the Board of Directors of the Company (the “Board”) unanimously (a) determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of the Company and its stockholders, (b) approved and declared advisable the merger agreement and the transactions contemplated thereby, (c) approved the execution, delivery and performance of the merger agreement, subject to written consent or the affirmative vote of holders of a majority of the outstanding shares of Company common stock in favor of the adoption of the merger agreement, and (d) resolved to recommend the adoption of the merger agreement by the stockholders of the Company.

The adoption of the merger agreement by the Company stockholders required the affirmative written consent or vote of the holders of at least a majority of the outstanding shares of Company common stock. There were 26,887,200 shares of Company common stock outstanding and entitled to give consent or vote in favor of the adoption of the merger agreement as of the time of execution of the merger agreement on August 6, 2021, and no additional shares of Company common stock have been issued since that date. Following the execution of the merger agreement, the Libbie Shearn Moody Trust and The Moody Foundation (together, the “Consenting Stockholders”), stockholders of the Company, have each executed and delivered to the Company written consents approving and adopting the merger agreement and the transactions contemplated thereby, including the merger. Collectively, the Consenting Stockholders own approximately 59.8% of the issued and outstanding shares of Company common stock, thereby constituting a majority of those shares. As a result of the execution and delivery of these consents, the holders of a majority of the outstanding shares of Company common stock have approved and adopted the merger agreement in compliance with Sections 228 and 251(c) of the General Corporation Law of the State of Delaware (the “DGCL”). This approval and adoption of the merger agreement was subsequently ratified and confirmed by the written consents of the Libbie Shearn Moody Trust and The Moody Foundation, which consents were delivered to the Company on August 24, 2021. As a result, no further approval or action of the stockholders of the Company is required to adopt and approve the merger agreement and the transactions contemplated thereby, including the

 

Table of Contents

merger, and the Company will not be soliciting your vote to approve the adoption of the merger agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the merger agreement and the transactions contemplated thereby, including the merger. Therefore, no action in connection with the accompanying information statement is required by you for the purpose of obtaining stockholder approval for the merger. This notice and the accompanying information statement shall constitute notice, pursuant to Section 228(e) of the DGCL, to the persons who have not consented in writing to the actions set forth in the foregoing written consents and who, if the actions had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been August 24, 2021, the date a sufficient number of executed written consents were delivered to the Company to adopt and approve the merger agreement.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY. 

Under Section 262 of the DGCL, if the merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Company common stock, other than the persons who delivered written consents to the Company following execution of the merger agreement (who are not entitled to appraisal rights), who strictly comply with the procedures set forth in Section 262 of the DGCL will have the right to seek appraisal of the “fair value” of their shares of Company common stock (as determined by the Court of Chancery of the State of Delaware). To exercise such appraisal rights, such holders must submit a written demand for an appraisal no later than 20 days after the mailing of this notice and the accompanying information statement, or October 7, 2021, and comply timely and precisely with the other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement. Any stockholder of the Company that wishes to exercise such stockholder’s appraisal rights or who wishes to preserve such stockholder’s right to do so should carefully review the summary of Section 262 of the DGCL set forth in the accompanying information statement. The summary of Section 262 of the DGCL set forth in the accompanying information statement is qualified in its entirety by reference to the full text of Section 262 of the DGCL. You are encouraged to read the entirety of Section 262 of the DGCL, a copy of which is attached to the accompanying information statement as Annex C. This notice and the accompanying information statement shall constitute notice from the Company to the persons (other than the persons who delivered consents to the Company following execution of the merger agreement) who are stockholders of the Company with regard to the availability of appraisal rights under Section 262 of the DGCL.

We urge you to read the entire information statement carefully. Please do not send in your Company common stock certificates at this time. If the merger is completed, you will receive instructions regarding the surrender of your Company common stock certificates and payment for your shares of Company common stock.

 

By Order of the Board of Directors,

   

James E. Pozzi

   

President and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the fairness of the merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

The accompanying information statement is dated September 17, 2021 and is first being mailed to stockholders on or about September 17, 2021.

 

Table of Contents

TABLE OF CONTENTS

 

Page

SUMMARY TERM SHEET

 

1

The Parties to the Merger Agreement

 

1

The Merger

 

1

Consideration to Be Received in the Merger

 

2

Reasons for the Merger

 

2

Stockholder Approval of the Merger

 

2

Opinion of the Company’s Financial Advisor

 

3

The Merger Agreement

 

3

Interests of Our Directors and Executive Officers in the Merger

 

6

Treatment of Outstanding Equity and Other Long-Term Awards

 

6

U.S. Federal Income Tax Consequences of the Merger

 

6

Regulatory Approvals

 

7

Financing

 

7

Specific Performance

 

8

Appraisal Rights

 

8

Market Price of Our Stock

 

8

QUESTIONS AND ANSWERS ABOUT THE MERGER

 

9

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

13

THE PARTIES TO THE MERGER AGREEMENT

 

15

The Company

 

15

Parent

 

15

Merger Sub

 

15

THE MERGER

 

16

Background of the Merger

 

16

Reasons for the Merger

 

30

Opinion of the Company’s Financial Advisor

 

35

Stockholder Approval of the Merger

 

43

Certain Prospective Unaudited Financial and Operating Information of the Company

 

43

Interests of Our Directors and Executive Officers in the Merger

 

46

Golden Parachute Compensation

 

52

Appraisal Rights

 

53

Delisting and Deregistration of Company Common Stock

 

53

U.S. Federal Income Tax Consequences of the Merger

 

53

Regulatory Approvals

 

55

THE MERGER AGREEMENT

 

57

Explanatory Note Regarding the Merger Agreement

 

57

Form of Merger

 

57

Consummation and Effectiveness of the Merger

 

57

Consideration to Be Received in the Merger

 

57

Appraisal Shares

 

58

Treatment of Outstanding Equity and Other Long-Term Awards

 

58

Exchange Procedures

 

58

Representations and Warranties

 

58

Conduct of Business by the Company Prior to Consummation of the Merger

 

61

Efforts to Complete the Merger

 

63

Stockholder Written Consents

 

64

Competing Proposals

 

65

Financing

 

66

i

Table of Contents

ii

Table of Contents

SUMMARY TERM SHEET

This summary highlights selected information from this information statement and may not contain all of the information that is important to you. To fully understand the merger (the “merger”) contemplated by the Agreement and Plan of Merger, dated as of August 6, 2021 (the “merger agreement”), by and among Brookfield Asset Management Reinsurance Partners Ltd. (“Parent”), Freestone Merger Sub Inc. (“Merger Sub”) and American National Group, Inc. (the “Company”), and for a more complete description of the legal terms of the merger, you should carefully read this entire information statement, the annexes attached to this information statement and the documents referred to or incorporated by reference in this information statement. Any document or agreement referred to in this information statement is qualified in its entirety by reference to the full text of such document or agreement insofar as such document is filed as an Annex hereto. In this information statement, the terms “American National,” “Company,” “we,” “us” and “our” refer to American National Group, Inc. The Company, following the consummation of the merger, is sometimes referred to in this information statement as the “surviving corporation.” All references in this information statement to terms defined in the notice to which this information statement is attached have the respective meanings provided in that notice. All references to capitalized terms not defined herein or in the notice to which this information statement is attached have the respective meanings ascribed to them in the merger agreement, a copy of which is attached as Annex A to this information statement.

The Parties to the Merger Agreement (page 15)

The Company.     American National Group, Inc., incorporated in the State of Delaware, is the parent company of the American National companies, which include American National Insurance Company and its insurance affiliates. American National Insurance Company was founded in 1905 and is headquartered in Galveston, Texas. American National offers a broad line of products and services, which include life insurance, annuities, health insurance, credit insurance, pension products and property and casualty insurance for personal lines, agribusiness and certain commercial exposures. The American National companies operate in all 50 states. The Company’s principal executive offices are located at One Moody Plaza, Galveston, Texas 77550 and its telephone number is (409) 763-4661. The Company’s website is www.americannational.com.

Parent.     Brookfield Asset Management Reinsurance Partners Ltd., an exempted company limited by shares existing under the laws of Bermuda, operates a leading reinsurance business focused on providing capital-based and annuity solutions for insurance and reinsurance companies, and pension risk transfer products for pension plan sponsors. Each class A exchangeable limited voting share of Parent is exchangeable on a one-for-one basis with a class A limited voting share of Brookfield Asset Management Inc. (“BAM”). After the closing of the merger, Parent will be the indirect parent company of American National. Parent’s principal executive offices are located at Wellesley House South, 2nd Floor, 90 Pitts Bay Road, Pembroke, Bermuda HM 08 and its telephone number is (441) 405-7811. Parent’s website is www.bamr.brookfield.com.

Merger Sub.     Merger Sub is a Delaware corporation that is an indirect wholly-owned subsidiary of Parent. Merger Sub was formed specifically for the merger and conducts no other business. At the closing of the merger, Merger Sub will be merged with and into American National, with American National surviving. Merger Sub’s principal executive offices are located at 250 Vesey Street, Floor 15, New York, NY 10281 and its telephone number is (212) 417-7000.

The Merger (page 16)

On August 6, 2021, the Company entered into the merger agreement with Parent and Merger Sub. On the terms and subject to the conditions of the merger agreement, and in accordance with Delaware law, at the closing, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity, which will become an indirect, wholly-owned subsidiary of Parent. The merger will become effective upon the Company’s filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Company and Parent and set forth in the certificate of merger (the “effective time”). The closing of the merger will occur on the date (the “closing date”) that is the fourth business day following the date of the satisfaction or waiver of the conditions to consummation of the merger set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing), unless the parties agree in writing to a different closing date.

1

Table of Contents

Consideration to Be Received in the Merger (page 57)

At the effective time, each share of common stock, par value $0.01 per share, of the Company (such shares collectively, “Company common stock”) issued and outstanding immediately prior to such time (other than shares owned by the Company, Parent or Merger Sub (or any of their wholly-owned subsidiaries) or held in treasury of the Company, and appraisal shares in accordance with Delaware law) will be converted automatically into the right to receive $190.00 in cash without interest (the “merger consideration”), less any applicable withholding taxes. The shares of Company common stock converted into the right to receive the merger consideration are sometimes referred to in this information statement as the “Shares.”

Each holder of shares of Company common stock that have been converted into a right to receive the merger consideration will be entitled to receive, in exchange for such Shares, the merger consideration for each Share formerly evidenced by certificates (each, a “certificate”) or book entry (each, a “book-entry share”) upon surrender to the paying agent of the applicable certificates or book-entry share (or affidavits in lieu thereof in accordance with the merger agreement), together with a properly completed letter of transmittal. Such certificates and book-entry shares will then be canceled. No interest shall be paid or accrued on any merger consideration. Until so surrendered, each such certificate or book-entry shares will, after the effective time, represent for all purposes only the right to receive such merger consideration. Because the merger consideration will be paid in cash, you will receive no equity interest in Parent, and after the effective time, you will have no equity interest in the Company.

We encourage you to read the merger agreement, which is attached as Annex A to this information statement, because it is the legal document that governs the merger.

Reasons for the Merger (page 30)

In evaluating the merger, the Board consulted with the Company’s management and legal and financial advisors and took into account the recommendation of the Transaction Committee and, after consideration of various factors as discussed in the section titled “The Merger — Reasons for the Merger” beginning on page 30, the Board, determined that the merger agreement and the transactions contemplated thereby, including the merger, taken together, were at a price and on terms that were fair to, advisable and in the best interests of the Company and its stockholders and adopted and approved the merger agreement, the merger and the other transactions contemplated thereby.

Stockholder Approval of the Merger (page 43)

The adoption of the merger agreement by the Company stockholders required the affirmative written consent or vote of stockholders holding in the aggregate a majority of the outstanding shares of Company common stock in favor of the adoption of the merger agreement. There were 26,887,200 shares of Company common stock outstanding and entitled to give consent or vote in favor of the adoption of the merger agreement as of the time of execution of the merger agreement on August 6, 2021, and no additional shares of Company common stock have been issued since that date.

The Company’s two largest stockholders are the Libbie Shearn Moody Trust (also referred to as “Trust 57”) and The Moody Foundation (together with Trust 57, the “Consenting Stockholders”). Following the execution of the merger agreement, each of the Consenting Stockholders executed and delivered to the Company a written consent approving and adopting the merger agreement and the transactions contemplated thereby, including the merger. The Consenting Stockholders subsequently executed and delivered to the Company written consents ratifying and confirming the approval and adoption of the merger agreement and the transactions contemplated thereby, including the merger. A third entity, Moody Medical Research Institute (“MMRI”), also executed and delivered to the Company at such time a written consent in the same form as those written consents delivered by Trust 57 and The Moody Foundation. MMRI does not currently own any shares of Company common stock but holds a contingent right to receive a portion of the shares of Company common stock owned by Trust 57 if that trust is terminated. This information statement refers to the written consents of the Consenting Stockholders and MMRI as the “Stockholder Written Consents.”

Collectively, the Consenting Stockholders own approximately 59.8% of the issued and outstanding shares of Company common stock, thereby constituting a majority of those shares. As a result of the execution and delivery of the Stockholder Written Consents, the holders of at least a majority of the outstanding shares of Company common

2

Table of Contents

stock have approved and adopted the merger agreement. As a result, the stockholder approval required to adopt and approve the merger agreement has been obtained. No further approval or action of the stockholders of the Company is required to adopt and approve the merger agreement and the transactions contemplated thereby, including the merger, and the Company will not be soliciting your vote to approve the adoption of the merger agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the merger agreement and the transactions contemplated thereby, including the merger.

When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action to those stockholders who did not consent in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting. This information statement and the notice attached hereto constitute notice from the Company, as required by Section 228(e) of the General Corporation Law of the State of Delaware (the “DGCL”), to the persons who were stockholders of the Company on August 24, 2021 (other than the Consenting Stockholders) of action by the Stockholder Written Consents.

Opinion of the Company’s Financial Advisor (page 35 and Annex B)

The Company has engaged Citigroup Global Markets Inc., referred to as “Citi,” as its financial advisor in connection with the proposed merger. In connection with this engagement, Citi delivered a written opinion, dated August 6, 2021, to the Board as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by holders of Company common stock (other than, as applicable, Parent, BAM, Merger Sub and their respective affiliates) pursuant to the merger agreement. The full text of Citi’s written opinion, dated August 6, 2021, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi, is attached as Annex B to this information statement and is incorporated into this information statement by reference. The description of Citi’s opinion set forth herein is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion was provided for the information of the Board (in its capacity as such) in connection with its evaluation of the merger consideration from a financial point of view and did not address any other terms, aspects or implications of the merger. Citi expressed no view as to, and its opinion did not address, the underlying business decision of the Company to effect or enter into the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction that the Company might engage in or consider. Citi’s opinion is not intended to be and does not constitute a recommendation as to how the Board, any securityholder or any other party should vote or act on any matters relating to the proposed merger or otherwise.

The Merger Agreement (page 57 and Annex A)

Conditions to Consummation of the Merger (page 69)

The obligations of each of the parties to the merger agreement to consummate the merger are subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the following conditions:

•        the adoption of the merger agreement by written consent or affirmative vote of the holders of a majority of the outstanding shares of Company common stock (which condition has been satisfied by the delivery of the Stockholder Written Consents, as described above);

•        this information statement having been cleared by the SEC and having been mailed to the stockholders of the Company at least 20 days prior to the closing date;

•        the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and any other applicable antitrust, competition or trade regulation law having expired or been terminated;

•        certain regulatory approvals or non-disapprovals having been obtained with respect to relevant U.S. insurance regulators in Texas, Missouri, New York, Louisiana and California; and

3

Table of Contents

•        the absence of any judgment, temporary restraining order, preliminary or permanent injunction or other similar order, decree or ruling issued by any governmental entity having jurisdiction of any party, in each case that enjoins or otherwise prevents the consummation of the merger, and no law having been promulgated, enacted, issued or deemed applicable to the merger by any governmental entity having jurisdiction of any party, in each case that prohibits or makes illegal the consummation of the merger.

The obligations of Parent and Merger Sub to consummate the merger are also subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of certain conditions, including:

•        the Company having performed in all material respects all obligations and complied with all covenants and agreements required to be performed or complied with at or prior to the closing date;

•        the representations and warranties of the Company being true and correct at and as of the date of the merger agreement and at and as of the closing date (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period) (subject to customary materiality thresholds in most instances, except with respect to the capitalization representation, which must be true at the effective time in all respects (i.e., no materiality exceptions));

•        since the date of the merger agreement, there having not been any event, change, occurrence, or effect that, individually or in the aggregate, has had, and would reasonably be expected to have, a Company Material Adverse Effect; and

•        the absence of a regulatory Burdensome Condition (as defined in the section titled “The Merger Agreement — Efforts to Complete the Merger” beginning on page 63) having been imposed.

The obligations of the Company to effect the merger are also subject to the satisfaction (or, to the extent permitted by law, waiver) of certain conditions, including:

•        Parent having performed in all material respects all of its obligations required to be performed by it as of or prior to the closing date; and

•        the representations and warranties of Parent and Merger Sub being true and correct (without giving effect to any Parent Material Adverse Effect or materiality qualifiers) at and as of the closing date (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure to be true and correct, individually or in the aggregate, would not, and would not be reasonably be expected to, have a Parent Material Adverse Effect.

Competing Proposals (page 65)

The Company has agreed that it will not, and will cause its subsidiaries and its and their respective representatives not to, directly or indirectly:

•        initiate, solicit, propose or knowingly encourage or facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to or result in, a competing proposal;

•        engage in, continue or participate in any discussions relating to or any inquiry, proposal or offer that would reasonably be expected to lead to or result in a competing proposal;

•        furnish any information regarding, or access to the properties, assets or employees of, the Company or its subsidiaries in response to any competing proposal or any inquiry, offer or proposal that would reasonably be expected to lead to a competing proposal;

•        enter into any letter of intent or agreement in principle relating to a competing proposal;

•        submit any competing proposal to a vote or consent of the stockholders of the Company; or

•        resolve, propose or agree to do any of the above.

4

Table of Contents

Notwithstanding the foregoing, prior to the Company’s receipt of the Stockholder Written Consents following the execution of the merger agreement, if the Company had received a competing proposal that did not result from a breach of the non-solicitation restrictions described above and the Board had determined in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that such competing proposal constituted or would reasonably have been expected to lead to a “superior proposal” and, after consultation with the Company’s outside legal counsel, that the failure to take such action would have been inconsistent with its fiduciary duties under applicable law, the Company would have been permitted to furnish information to and participate in discussions and negotiations with the party making such competing proposal.

In such case, if the Board had determined in good faith (i) after consultation with its financial advisors and outside legal counsel, that such competing proposal was a superior proposal (taking into account any adjustment to the terms and conditions of the merger proposed by Parent in response to such competing proposal) and (ii) after consultation with outside legal counsel, that the failure to terminate the merger agreement would have been inconsistent with the Board’s fiduciary duties under applicable law (a “fiduciary out” termination), then the Board would have been permitted to terminate the merger agreement and cause the Company to pay the termination fee (defined below) to Parent concurrently with such action.

The Company did not receive a superior proposal (or even a competing proposal) prior to its receipt of the Stockholder Written Consents and the Company is no longer permitted to furnish information to or participate in discussions and negotiations with any party making a competing proposal.

Termination of the Merger Agreement (page 70)

The merger agreement may be terminated prior to the effective time by the mutual written consent of the Company and Parent. Additionally, the merger agreement may be terminated by either the Company or Parent if:

•        the closing of the merger has not yet occurred by May 6, 2022 (or, under certain circumstances, August 6, 2022) (such date, as applicable, the “outside date”) and the party seeking to terminate the merger agreement has not breached any representation or warranty or failed to fulfill any covenant or agreement under the merger agreement that has been the principal cause of, or resulted in, the failure of the closing of the merger to occur on or before the outside date; or

•        a law is adopted that permanently makes the consummation of the merger illegal or otherwise permanently prohibits the merger, or if any final nonappealable judgment or order issued by any governmental entity having jurisdiction of any party permanently enjoins or prohibits Parent or the Company from consummating the merger, provided that the party seeking to terminate the merger agreement on this basis has not breached any representation and warranty or failed to fulfill any covenant under the merger agreement, where such breach was the principal cause of, or resulted in, such legal restraint.

See the section titled “The Merger Agreement — Termination of the Merger Agreement” for a discussion of these and other rights of each of Parent and the Company to terminate the merger agreement.

Termination Fees and Expenses (page 71)

Generally, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring those expenses, regardless of whether the merger is completed. However, under certain circumstances, the Company may be required to pay Parent Company a termination fee of $178,500,000 (the “Company termination fee”). See the section titled “The Merger Agreement — Termination Fees and Expenses” for a further discussion of the Company termination fee and allocation of expenses under the merger agreement.

5

Table of Contents

Interests of Our Directors and Executive Officers in the Merger (page 46)

You should be aware that the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. These interests are described in more detail in the section titled “The Merger — Interests of Our Directors and Executive Officers in the Merger” beginning on page 46. The Board was aware of these interests and considered them, among other matters, in evaluating and unanimously approving the merger agreement. These interests may include the following, among others:

•        the accelerated vesting, cancellation and cash-out of outstanding equity and equity-based awards;

•        the amendment of cash-settled book value units to provide for target achievement and pro-rated payment upon certain qualifying terminations of employment;

•        the eligibility to receive a retention bonus upon the closing of the merger; and

•        the eligibility to receive certain severance benefits under the Company’s executive severance plan and the participation agreements thereunder.

Treatment of Outstanding Equity and Other Long-Term Awards (page 47)

Company RSAs and Company RSUs

Upon the effective time, each Company restricted stock award (“Company RSA”) and each vested and unvested Company restricted stock unit award (“Company RSU”) that is outstanding immediately prior to the effective time will be canceled in exchange for the right to receive an amount in cash equal to the product of (i) the total number of shares of Company common stock subject to such award immediately prior to the effective time multiplied by (ii) the merger consideration. Such amount will be paid through the surviving corporation’s payroll.

Company BVUs

The Company has awarded cash-settled book value units that have a value measured by reference to the change in the Company’s book value (the “Company BVUs”). While the Company BVUs are part of the Company’s overall long-term incentive compensation program, the Company BVUs do not constitute equity-based compensation arrangements of the Company.

In connection with its review of matters involving the merger, on August 5, 2021, the Compensation Committee of the Board approved an amendment of the Company BVUs to address their treatment in connection with the merger. With respect to Company BVUs held by employees who sign the approved form of amendment, (i) those Company BVUs that are outstanding immediately prior to the effective time of the merger (“Covered BVUs”) will continue to remain outstanding, and (ii) each holder of such Covered BVUs will remain eligible to receive an amount in cash (less applicable withholding taxes) equal to the target value of such Covered BVUs (such that the target compound annual growth rate (6.25%) will be deemed to be achieved with respect to such Covered BVUs) (the “BVU Consideration”). In addition, Covered BVUs provide that the holder of Covered BVUs will be entitled to a pro rata payment of the BVU Consideration in the event such holder’s employment is terminated without “cause” (as defined in the amendment for such Covered BVUs). Except as amended, the BVU Consideration under the Covered BVUs, will remain payable, if at all, in accordance with the current vesting and payment conditions that are currently applicable to the Company BVUs. Each holder of Covered BVUs will be given the opportunity to sign the above-described amendment. The Company BVUs held by any employee who does not sign an amendment will remain outstanding in accordance with their respective terms.

U.S. Federal Income Tax Consequences of the Merger (page 53)

The exchange of shares of Company common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder (as defined in the section titled “The Merger — U.S. Federal Income Tax Consequences of the Merger” beginning on page 53) will recognize gain or loss equal to the difference between (i) the amount of cash received and (ii) such U.S. Holder’s adjusted tax basis in its shares of Company common stock.

6

Table of Contents

For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section titled “The Merger — U.S. Federal Income Tax Consequences of the Merger” beginning on page 53.

Regulatory Approvals (page 55)

The closing of the merger is subject to the completion of certain governmental and regulatory clearance procedures, including the receipt of approvals or non-disapprovals from certain U.S. state insurance regulators in connection with the merger and early termination or expiration of the waiting period under the HSR Act. On September 3, 2021, Parent submitted acquisition of control applications (“Form A Filings”) to Texas, Missouri, New York, Louisiana and California state insurance regulators. The parties filed the required notifications with the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (“FTC”) on August 27, 2021, and the waiting period under the HSR Act is scheduled to expire on September 27, 2021, unless earlier terminated by the Antitrust Division or the FTC.

The parties are required under the merger agreement to make all of these governmental and regulatory filings and use reasonable best efforts to obtain any required regulatory approvals as promptly as reasonably practicable. The merger agreement provides that neither its terms nor this “reasonable best efforts” standard will require Parent or its affiliates to agree to or suffer any Burdensome Condition in order to obtain any of the required governmental approvals. For the definition and a further discussion of Burdensome Condition, see the section titled “The Merger Agreement — Efforts to Complete the Merger” beginning on page 63.

Financing (page 66)

Concurrently with the execution of the merger agreement, Parent and Merger Sub entered into certain agreements for equity financing and debt financing to facilitate Parent’s acquisition of the Company through the merger. The obtaining of equity and debt financing by Parent and Merger Sub is not, however, a condition to the merger, the closing, or Parent’s and Merger Sub’s obligations under the merger agreement, including payment of the aggregate merger consideration and other payments pursuant to the merger agreement.

Equity Financing

As a condition to the Company’s willingness to enter into the merger agreement, BAM and Parent executed and delivered a letter agreement, dated August 6, 2021 (the “equity commitment letter”), pursuant to which BAM committed to provide capital to Parent with an aggregate equity contribution equal to $5,106,688,000 for the purpose of funding a portion of the aggregate merger consideration. The equity commitment letter provides that the Company is a third party beneficiary of the rights granted to Parent under the equity commitment letter solely for the purpose of seeking specific performance of BAM’s obligation to fund the commitment thereunder, subject to conditions set forth in the equity commitment letter.

Debt Financing

Merger Sub entered into (i) a debt financing commitment letter, dated August 6, 2021 (the “term facility commitment letter”), with Bank of Montreal, BMO Capital Markets Corp. and Royal Bank of Canada (together, the “Commitment Parties”) and (ii) an agency fee letter, dated August 6, 2021, with Bank of Montreal and BMO Capital Markets Corp. (the “agency fee letter,” and together with the “term facility commitment letter,” the “debt commitment letter”). Pursuant to the debt commitment letter, and subject to the terms and conditions set forth therein, the Commitment Parties agreed to provide, for the benefit of Merger Sub (and upon consummation of the merger, the Company), as the borrower, a five-year term loan facility in the aggregate principal amount of $1,500,000,000 (the “term loan facility” and such financing, the “debt financing”) for the purpose of funding, in part, Parent’s acquisition of the Company through its merger with Merger Sub and the fees and expenses incurred in connection therewith.

For a further discussion of equity financing and debt financing in connection with the merger, see the section titled “The Merger Agreement — Financing” beginning on page 66.

7

Table of Contents

Specific Performance (page 72)

The parties have agreed that irreparable damage would occur in the event that any of the provisions of the merger agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, the parties have agreed that, in addition to any other remedy available to the parties under the merger agreement, each of the parties will be entitled to injunctions, specific performance or other equitable relief, to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement. Parent, Merger Sub and the Company have agreed in the merger agreement, however, that the Company, its Subsidiaries, and their respective affiliates will not be permitted (i) to seek specific performance in respect of any person that has committed to providing financing in connection with the merger or (ii) to enforce specifically any of Merger Sub’s and its affiliates’ respective rights under the debt commitment letter or any other agreements relating to the debt financing. The Company is a third party beneficiary of the rights granted to Parent under the equity commitment letter solely for the purpose of seeking specific performance of BAM’s obligation to fund the commitment thereunder, subject to conditions set forth in the equity commitment letter.

Appraisal Rights (page 74 and Annex C)

Pursuant to Section 262 of the DGCL, our stockholders who hold Company common stock (other than the Consenting Stockholders, who are not entitled to appraisal rights) and who otherwise strictly comply with the procedures set forth in Section 262 of the DGCL have the right to dissent from the merger, and to seek appraisal of the fair value of their shares of Company common stock, as determined in accordance with Delaware law. The judicially determined fair value under Section 262 of the DGCL could be greater than, equal to or less than the $190.00 per share that our stockholders are entitled to receive in the merger. To exercise appraisal rights or preserve the right to do so, stockholders must follow the specific procedures set forth in Section 262 of the DGCL in a timely manner. Failure to strictly comply with these procedures will result in a loss of the right of appraisal rights. For a more complete discussion of these procedures, see the section titled “The Merger — Appraisal Rights” beginning on page 53 and the provisions of Delaware law that grant appraisal rights and govern such procedures attached as Annex C.

Market Price of Our Stock (page 73)

Company common stock is listed on the NASDAQ Global Select Market (the “NASDAQ”) under the trading symbol “ANAT.” The closing sale price of the shares of Company common stock on the NASDAQ on August 6, 2021, the last full trading day prior to the announcement of the merger, was $172.80 per share. The closing sale price of the Company common stock on the NASDAQ on May 10, 2021 was $122.56 per share, regarded by the Company as the last unaffected closing sale price prior to the announcement of the merger agreement, in light of the May 11, 2021 Reuters report that the Company was exploring strategic alternatives. On September 16, 2021, the most recent practicable date before the date of this information statement, the closing price for the shares of Company common stock on the NASDAQ was $189.96 per share.

8

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the merger agreement and the merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the section titled “Summary Term Sheet” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain information incorporated by reference in this information statement without charge by following the instructions in the section titled “Where You Can Find More Information” beginning on page 82.

Q:     What is the merger?

A:     The merger is the process by which Parent will acquire the Company pursuant to the terms of the merger agreement. Once the closing conditions under the merger agreement have been satisfied or waived, and subject to the other terms and conditions set forth in the merger agreement, Merger Sub will merge with and into the Company. As a result of the merger, the separate corporate existence of Merger Sub will cease, and the Company will be the surviving entity in the merger and will become an indirect, wholly-owned subsidiary of Parent.

Q:     What will I receive in the merger?

A:     If the merger is completed and you hold your shares of Company common stock as of the effective time, you will receive $190.00 in cash, without interest and less any applicable withholding taxes, for each share of Company common stock that you own, unless you properly demand appraisal of such shares in accordance with Section 262 of the DGCL and you do not waive, withdraw, or otherwise lose your rights to appraisal under Section 262 of the DGCL. For example, if you own 100 shares of Company common stock, you will receive $19,000 in cash in exchange for your shares of Company common stock, less any applicable withholding taxes. After the completion of the merger, you will not own shares in the surviving corporation.

Q:     When do you expect the merger to be completed?

A:     The merger is expected to close in the first half of 2022. However, the consummation of the merger is subject to regulatory approval in certain jurisdictions, including Texas, Missouri, New York, Louisiana and California, as well as other conditions set forth in the merger agreement, including antitrust clearance (or termination of the applicable waiting period) from the Antitrust Division or FTC. Accordingly, the Company cannot provide assurance the merger will be completed on the terms or timeline currently contemplated, or at all.

Q:     What happens if the merger is not completed?

A:     If the merger is not completed for any reason, the Company’s stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain a publicly traded company, and the shares of Company common stock will continue to be traded on the NASDAQ. Under specified circumstances, if the merger agreement is terminated, the Company may be required to pay Parent the Company termination fee.

Q:     What happens if a third party makes an offer to acquire the Company before the merger is completed?

A:     As a result of the execution and delivery of the Stockholder Written Consents following the execution of the merger agreement, the stockholder approval required to adopt and approve the merger agreement has been obtained, and no further approval or action of the stockholders of the Company is required to adopt and approve the merger agreement. Prior to the delivery of the Stockholder Written Consents by the Consenting Stockholders, under certain circumstances, if the Company had received an unsolicited competing proposal from a third party and the Board had determined that it constituted a superior proposal, the Board would have been permitted to terminate the merger agreement (a “fiduciary out” termination) provided that the Company paid to Parent the Company termination fee (as described in the sections titled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 70 and “The Merger Agreement — Termination Fees and Expenses” beginning on page 71). The Company, however, did not receive a superior proposal prior to the delivery of the Stockholder Written Consents (or even a competing proposal) and, at this time, the Company

9

Table of Contents

is no longer permitted to furnish information to participate in discussions and negotiations with any party making a competing proposal. As a result, a “fiduciary out” termination is no longer permitted under the terms of the merger agreement.

Q:     Why am I not being asked to vote on the merger?

A:     Applicable Delaware law and the merger agreement require the affirmative written consent or vote of stockholders holding a majority of the outstanding shares of Company common stock to adopt the merger agreement in order for the Company to effect the merger. There were 26,887,200 shares of Company common stock outstanding and entitled to give consent or vote in favor of the adoption of the merger agreement as of the time of execution of the merger agreement on August 6, 2021, and no additional shares of Company common stock have been issued since that date. The requisite stockholder approval was obtained following the execution of the merger agreement when the Stockholder Written Consents were delivered by the Consenting Stockholders, which collectively own shares of Company common stock constituting approximately 59.8% of the issued and outstanding shares of Company common stock as of that date. Therefore, your vote is not required and is not being sought. We are not asking you for a proxy, and you are requested not to send us a proxy.

Q:     Why did I receive this information statement?

A:     If you owned shares of Company common stock as of the date that the Stockholder Written Consents became effective, you are receiving this information statement because applicable laws and securities regulations require us to provide you with notice of the Stockholder Written Consents, as well as other information regarding the merger, even though your consent or vote is neither required nor requested to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, or complete the merger. If you owned shares of Company common stock as of the close of business on August 24, 2021 (and you are not among the persons who delivered consents to the Company following execution of the merger agreement and waived your appraisal rights thereby), this information statement also constitutes notice to you of the availability of appraisal rights under Section 262 of the DGCL, a copy of which is attached to this information statement as Annex C.

Q:     Did the Board approve and recommend the merger agreement?

A:     Yes. On August 6, 2021, the Board unanimously (i) determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, (iii) approved the execution, delivery and performance of the merger agreement, subject to written consent or affirmative vote of holders of a majority of the outstanding shares of Company common stock to adopt of the merger agreement, and (iv) resolved to recommend the adoption of the merger agreement by the stockholders of the Company.

Q:     What happens if I sell or otherwise transfer my shares of Company common stock before completion of the merger?

A:     If you sell or otherwise transfer your shares of Company common stock, you will have transferred to the person that acquires your shares of Company common stock the right to receive the merger consideration and, to the extent you took steps to preserve your right to appraisal, lose your appraisal rights with respect to the transferred shares. To receive the merger consideration or exercise your appraisal rights, you must hold your shares of Company common stock as of the effective time.

Q:     Should I send in my Company common stock certificates now?

A:     No. You will be sent a letter of transmittal with related instructions by a paying agent after completion of the merger, describing how you may exchange your shares of Company common stock for the merger consideration. Please do NOT return your Company common stock certificate(s) to the Company. Holders of uncertificated shares of Company common stock (i.e., holders of book-entry shares) will, after submitting a properly completed letter of transmittal to the paying agent, automatically receive the merger consideration, without interest and less any applicable withholding taxes, without any further action required on the part of those holders.

10

Table of Contents

Q:     Is the merger subject to the fulfillment of certain conditions?

A:     Yes. Before the merger can be completed, the Company, Parent and Merger Sub must fulfill or, if permissible, waive several closing conditions. If these conditions are not satisfied or waived, the merger will not be completed. See the section titled “The Merger Agreement — Conditions to Consummation of the Merger” beginning on page 69 for more information.

Q:     What is the market price of Company common stock?

A:     The closing sale price of the shares of Company common stock on September 16, 2021, the most recent practicable date before the date of this information statement, was $189.96 per share. You are encouraged to obtain current market quotations for shares of the Company common stock. See the section titled “Market Price of Our Stock” beginning on page 73.

Q:     Am I entitled to exercise appraisal rights instead of receiving the merger consideration for my shares of Company common stock?

A:     Yes. If you are a holder of Company common stock (and you are not among the persons who delivered consents to the Company following execution of the merger agreement, who are not entitled to appraisal rights), you have the right to seek appraisal under Delaware law in connection with the merger if you comply with the procedures set forth in Section 262 of the DGCL, which are described in this information statement in the section titled “The Merger — Appraisal Rights” beginning on page 53.

Q:     What effect will the merger have on the Company?

A:     If the merger is completed, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving entity, which will become an indirect, wholly-owned subsidiary of Parent. Following the consummation of the merger, the Company common stock will be delisted and will no longer be traded on the NASDAQ or any other public market and the registration of the Company common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will be terminated. Upon the consummation of the merger, the Company’s certificate of incorporation will be amended and restated to update the registered office and total number of authorized shares of the Company and delete certain other provisions in connection with the Company’s no longer being publicly traded or registered under the Exchange Act.

Q:     What are the U.S. federal income tax consequences of exchanging my shares of Company common stock for cash pursuant to the merger?

A:     Your exchange of shares of Company common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss equal to the difference between (i) the amount of cash received and (ii) such U.S. Holder’s adjusted tax basis in its shares of Company common stock. You are urged to consult your own tax advisor regarding the tax consequences to you of exchanging your shares of Company common stock for cash pursuant to the merger in light of your own particular circumstances. See the section titled “The Merger — U.S. Federal Income Tax Consequences of the Merger” beginning on page 53 for more information.

Q:     Do any of the Company’s directors or executive officers have interests in the merger that may differ from those of Company stockholders generally?

A:     You should be aware that the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. These interests are described in more detail in the section titled “The Merger — Interests of Our Directors and Executive Officers in the Merger” beginning on page 46. The Board was aware of these interests and considered them, among other matters, in evaluating and unanimously approving the merger agreement.

11

Table of Contents

Q:     Where can I find more information about the Company?

A:     We file periodic reports and other information with the U.S. Securities and Exchange Commission (the “SEC”). You may access this information on the website maintained by the SEC at www.sec.gov. For a more detailed description of the available information, please refer to the section titled “Where You Can Find More Information” beginning on page 82.

Q:     Who can help answer my other questions?

A:     The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this information statement. We urge you to carefully read this entire information statement, including the documents we refer to in this information statement. If you have any questions, or need additional material, please feel free to contact Brody Merrill at (409) 766 6826 or by email at Brody.Merrill@AmericanNational.com. If your broker holds your shares, you should call your broker for additional information.

12

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement and the other documents referenced herein may contain or incorporate by reference information that includes or is based upon forward-looking statements (including “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) with respect to the merger, the financial condition, results of operations and business of the Company, and certain plans and objectives of the Board.

Forward-looking statements generally are indicated by words such as “expects,” “estimates,” “intends,” “anticipates,” “plans,” “goal,” “believes,” “estimates,” “will,” “should,” “would,” “could,” “seek,” “continue,” or words of similar meaning, and include, without limitation, statements regarding the outlook of our business and expected financial performance, and statements relating to the COVID-19 pandemic and its effects on the Company. These forward-looking statements are subject to changes and uncertainties that are, in many instances, beyond our control and have been made based upon our assumptions, expectations and beliefs concerning future developments and their potential effect upon us. There can be no assurance that future developments will be in accordance with our expectations, that the effect of future developments on us will be as anticipated, or that our risk management policies and procedures will be effective, particularly given the uncertainty relating to the COVID-19 pandemic. We do not make public specific projections relating to future earnings, and we do not endorse any projections regarding future performance made by others. Additionally, we do not publicly update or revise forward-looking statements based on the outcome of various foreseeable or unforeseeable events. Forward-looking statements are not guarantees of future performance and involve various risks and uncertainties. Although the Company believes the expectations contained in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove correct. There are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including without limitation risks, uncertainties and other factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 4, 2021 and elsewhere in this information statement. All statements other than statements of historical or current facts included in this information statement are forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those in the forward-looking statements include, but are not limited to those summarized below:

•        conditions to the closing of the merger may not be satisfied;

•        regulatory approvals required for the closing of the merger may not be obtained, or required regulatory approvals may delay the merger or result in the imposition of conditions that could have a material adverse effect on the Company or Parent or cause certain conditions to closing not to be satisfied, which could result in the termination of the merger agreement;

•        the timing of completion of the merger is uncertain;

•        the business of the Company or Parent could suffer as a result of uncertainty surrounding the merger;

•        events, changes or other circumstances could occur that could give rise to the termination of the merger agreement;

•        there are risks related to disruption of management’s attention to the ongoing business operations of the Company or Parent due to the pending merger;

•        the announcement or pendency of the merger could affect the relationships of the Company or Parent with their clients, operating results and business generally, including on our ability to retain employees;

•        the outcome of any legal proceedings initiated against the Company or Parent following the announcement of the merger could adversely affect the Company or Parent, including their ability to consummate the merger;

•        the Company or Parent may be adversely affected by other economic, business, and/or competitive factors as well as management’s response to any of the aforementioned factors; and

•        other risks detailed in our filings with the SEC, including “Item 1A. Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2020. See the section titled “Where You Can Find More Information” beginning on page 82.

13

Table of Contents

All forward-looking statements described herein are qualified by these cautionary statements, and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. The foregoing review of important factors related to the pending merger should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in Parent’s Registration Statement on Form F-1 and the Company’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K and other documents of the Company and Parent on file with the SEC. Neither the Company nor Parent undertakes any obligation to update, correct or otherwise revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or Parent and/or any person acting on behalf of either of them are expressly qualified in their entirety by this paragraph. The information contained on any websites referenced in this information statement or the Company’s Forms 10-K and Forms 10-Q is not incorporated by reference into this information statement.

14

Table of Contents

THE PARTIES TO THE MERGER AGREEMENT

The Company

American National Group, Inc.

One Moody Plaza, 18th Floor

Galveston, Texas 77550

Attention:        Brody Merrill

E-mail:            Brody.Merrill@AmericanNational.com

The Company, incorporated in the State of Delaware, is the parent company of the American National companies, which include American National Insurance Company and its insurance affiliates. American National Insurance Company was founded in 1905 and is headquartered in Galveston, Texas. American National offers a broad line of products and services, which include life insurance, annuities, health insurance, credit insurance, pension products and property and casualty insurance for personal lines, agribusiness and certain commercial exposures. The American National companies operate in all 50 states. Additional information regarding the Company is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in the section titled “Where You Can Find More Information” beginning on page 82.

Shares of Company common stock trade on the NASDAQ under the symbol “ANAT.”

Parent

Brookfield Asset Management Reinsurance Partners Ltd.

Wellesley House South, 2nd Floor

90 Pitts Bay Road

Pembroke

Bermuda HM 08

Attention:        Anna Knapman-Scott and Lyndsay Hatlelid

Email:             anna.knapmanscott@brookfield.com and lyndsay.hatlelid@brookfield.com

Parent, an exempted company limited by shares existing under the laws of Bermuda, operates a leading reinsurance business focused on providing capital-based and annuity solutions for insurance and reinsurance companies, and pension risk transfer products for pension plan sponsors. Each class A exchangeable share of Parent is exchangeable on a one-for-one basis with a class A limited voting share of BAM. The class A exchangeable limited voting shares of Parent are traded on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the symbol “BAMR.” Class A limited voting shares of BAM are traded on the NYSE under the symbol “BAM” and the TSX under the symbol “BAM.A.”

Merger Sub

Freestone Merger Sub Inc.

250 Vesey Street, 15th Floor

New York, New York 10281

Attention:        Lyndsay Hatlelid

Email:              lyndsay.hatlelid@brookfield.com

Merger Sub is a Delaware corporation that is an indirect wholly-owned subsidiary of Parent. Merger Sub was formed specifically for the merger and conducts no other business. At the closing of the merger, Merger Sub will be merged with and into the Company, with the Company surviving.

15

Table of Contents

THE MERGER

Background of the Merger

The following chronology summarizes the communications and events that led to the signing of the merger agreement. This chronology is not, and does not purport to be, a catalogue of every interaction among the Company and any applicable parties.

American National was founded in 1905 by William L. Moody, Jr. During its 116-year history, it has grown into a multi-line insurer, with core business segments in life insurance, annuities, and property and casualty insurance. Mr. Moody’s descendants have served in leadership roles with American National throughout its history, including Mr. Moody’s grandson, Robert L. Moody, Sr., who served as chief executive officer from 1991 to 2015 and chairman of the board from 1982 to 2015. Ross R. Moody, who is Robert Moody, Sr.’s son, currently serves as non-executive chairman of the board, but has been a director of American National only since 2016 and has never been a management employee of American National. Frances A. Moody-Dahlberg, who is Robert Moody, Sr.’s daughter, has served as a director of American National since 1987, but has never been a management employee of American National.

Approximately 22.8% of the outstanding Company common stock is owned by The Moody Foundation, a charitable trust classified as a private foundation established in 1942 by William L. Moody, Jr. and his wife, Libbie Shearn Moody, for charitable and educational purposes. Approximately 37% of the outstanding Company common stock is owned by the Libbie Shearn Moody Trust (also known as Trust 57), a split-interest trust with both charitable and non-charitable beneficiaries.

The trustees of The Moody Foundation are Frances Moody-Dahlberg, Ross Moody, and Elizabeth L. Moody, who is Ross Moody’s daughter. Moody National Bank is the trustee of Trust 57. Under the terms of Trust 57, that trust will terminate upon the death of Robert L. Moody, Sr. When that termination occurs, approximately 79% of the shares of Company common stock held by Trust 57 will be distributed to The Moody Foundation or its assignee. The Moody Foundation has informed the Company that it has assigned a portion of its residual interest in Trust 57 to Moody Medical Research Institute, which is a charity founded in 2018 to support transformational medical research (“MMRI”). The Board of Directors of MMRI consists of Ross Moody, Frances Moody-Dahlberg and Elizabeth Moody.

In November 2020, Ross Moody informed E.J. Pederson, one of the Company’s independent directors, that The Moody Foundation was interested in selling its shares of Company common stock. Mr. Moody and Mr. Pederson continued the discussion in a meeting in December 2020 and in subsequent phone calls after that meeting. During the course of those discussions, Mr. Moody discussed the concentration of The Moody Foundation’s investment portfolio represented by shares of Company common stock. He also pointed to the diminishing role that his generation of the Moody family played in the leadership of the Company and stated that it was quite likely that the next generation — the grandchildren of Robert L. Moody, Sr. and the great-great-grandchildren of William L. Moody, Jr. and Libbie Shearn Moody — would play an even smaller role, if any.

During these conversations with Mr. Pederson, Mr. Moody indicated a preference for including the shares held by all stockholders in a sale of the Company, as opposed to The Moody Foundation participating in a secondary public offering or a private sales process. Mr. Pederson encouraged Mr. Moody to share The Moody Foundation’s preference to sell shares with the rest of the Board and with senior management of the Company.

During the course of those phone calls, Mr. Moody and Mr. Pederson discussed the potential for the establishment of an ad hoc transaction committee of the Board, consisting of independent members of the Board. The purpose of that committee would be to evaluate the Company’s strategic alternatives on behalf of the Board, given the significant amount of director time and effort required for such a process. Mr. Moody told Mr. Pederson that Mr. Pederson would be an ideal choice to chair that committee. Mr. Pederson later suggested that James Payne and William Ansell, both also independent directors of the Company, would be good additions to the ad hoc transaction committee. During the week prior to the Board’s regular meeting scheduled for February 25, 2021, Mr. Moody called Mr. Payne and Mr. Ansell separately, advising them that they had been recommended to serve on an ad hoc transaction committee and of The Moody Foundation’s interest in selling its shares of Company common stock.

16

Table of Contents

On February 24, 2021, the day before the regularly scheduled Board meeting, Ross Moody met with James Pozzi, the Company’s Chief Executive Officer and President, Irwin “Buddy” Herz, Jr., a director of the Company, and Mr. Pederson at the Company’s offices to discuss The Moody Foundation’s desire to sell its shares of Company common stock. In addition to his role as a director, Mr. Herz is a partner at Greer, Herz & Adams LLP, the Company’s outside general counsel (“Greer Herz”). Mr. Moody explained that he would be sharing this information with the entire Board at the following day’s meeting, and that he would be recommending that the Board form an ad hoc transaction committee to explore the Company’s strategic alternatives given The Moody Foundation’s stated intent to sell its shares of Company common stock. The participants then discussed that Mr. Pederson would be the recommended chair of that committee and Mr. Pederson’s recommendation that Mr. Ansell and Mr. Payne serve on the committee with him. During the course of this conversation, Messrs. Pozzi, Moody, Herz and Pederson called Gregory Garrison, a corporate partner at Greer Herz, to ask him to draft resolutions for the Board’s consideration to establish an ad hoc transaction committee and authorize such committee to explore and evaluate the Company’s strategic opportunities.

On February 25, 2021, the Company held its regularly scheduled Board meeting in person, with certain members joining telephonically. In attendance, in addition to the Board and the Company’s advisory directors, were Mr. Garrison and Andrew Mytelka, a partner with Greer Herz. At the conclusion of the regular business of the meeting, all of the participants in the meeting except for the directors, advisory directors and the representatives of Greer Herz left the meeting. At that point, Mr. Moody addressed the rest of the directors, speaking (as he noted to them) in his capacity as a trustee at The Moody Foundation. He explained that The Moody Foundation wanted to sell its shares of Company common stock, primarily because of the risk to a charitable organization like The Moody Foundation of having such a large percentage of its assets concentrated in the Company’s common stock. He also noted that The Moody Foundation’s attorneys had contacted Moody National Bank, in its capacity as trustee of Trust 57, and that Moody National Bank had confirmed that it had similar concerns.

Mr. Moody went on to explain that The Moody Foundation believed that the best path forward — instead of one or more sales by The Moody Foundation on its own — would be for the Board to explore strategic alternatives for the sale of the Company and for the Board to form an ad hoc transaction committee to oversee the process. The purposes of such a Company sale would be to maximize the value of the enterprise for all stockholders, particularly given Trust 57’s concerns and The Moody Foundation’s significant holdings. The Board discussed this development and then, as a result of such deliberation and in light of The Moody Foundation’s desire to sell, the Board approved the resolutions establishing an ad hoc transaction committee, with Mr. Pederson as its chair, and Messrs. Payne and Ansell constituting its other members, referred to as the “Transaction Committee.” The Transaction Committee was tasked with exploring and evaluating the Company’s strategic alternatives on the Board’s behalf, with the goal of maximizing value for all stockholders. The Transaction Committee was given authority to interview and retain legal counsel and financial advisors, to determine the best process for maximizing stockholder value, and to negotiate any transaction documents. However, the Transaction Committee was not authorized to approve the final definitive agreements providing for a transaction. That authority was reserved exclusively to the Board.

On February 27, 2021, the Transaction Committee held an in-person meeting at Mr. Pederson’s residence. In attendance, in addition to the Transaction Committee, was Mr. Garrison. At the meeting, the Transaction Committee discussed the undertaking of a process to assist the Board in evaluating the Company’s strategic alternatives. The Transaction Committee agreed to interview and retain outside counsel to assist the Company with the strategic review process.

On March 2 and March 3, 2021, the Transaction Committee interviewed three law firms, one of which had represented the Company in connection with the holding company reorganization in 2020, one of which was recommended to the Transaction Committee by Ross Moody, and Sidley Austin LLP (“Sidley”), which was working with Mr. Garrison on a potential reinsurance transaction for the Company. On March 3, 2021, after the interviews had concluded, the Transaction Committee engaged Sidley as the Company’s legal counsel for purposes of the Company’s strategic review process.

On March 5, 2021, the Transaction Committee held an in-person meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives of Sidley (who attended both in person and telephonically). At the meeting, the Transaction Committee and legal counsel discussed the next steps for the Company’s strategic review process, and Sidley discussed with the Transaction Committee the directors’ and the Transaction Committee’s fiduciary duties with respect to that process. They also discussed any potential conflicts

17

Table of Contents

that could arise during the course of the strategic process that the Transaction Committee may have to resolve and the appropriate steps that the Transaction Committee may need to take should a conflict of interest arise during the Transaction Committee’s consideration of the Company’s strategic alternatives. The Transaction Committee concluded, upon the input of Sidley and based upon the information disclosed at that meeting, that the members of the Transaction Committee had no conflicts with respect to a review of the Company’s strategic alternatives and that their interests were aligned with those of the Company’s stockholders. In connection with a discussion among the directors and legal counsel regarding next steps in the strategic review process, Sidley recommended several potential financial advisors for consideration by the Transaction Committee, including Citi. At the conclusion of the meeting, the Transaction Committee directed Sidley to arrange interviews for the Transaction Committee with those investment banking firms. The Transaction Committee also expressed concern about retaining key employees as they became aware of the strategic review — either because of a leak or because they were asked to help the Transaction Committee and senior management prepare for and conduct the strategic review. The Transaction Committee directed Sidley to make a presentation to the committee on that topic as soon as possible. Finally, for confidentiality purposes, the Transaction Committee decided to give the strategic review the code name “Project Freestone.” The Transaction Committee later added an additional investment banking firm that had been recommended by Ross Moody to the list of potential financial advisors to interview.

On March 9, 2021, the Transaction Committee held an in-person meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives of Sidley (who attended telephonically). At the meeting, the Transaction Committee discussed various employee retention matters in light of the Company’s strategic review and the Transaction Committee’s upcoming financial advisor meetings. The Transaction Committee directed Sidley to prepare retention agreements that could be entered into with key non-executive employees whose assistance would be key to the strategic review process and a term sheet for an executive severance program.

In 2020, American National completed a reorganization, whereby American National Insurance Company, a Texas insurance company (“ANICO”), became a wholly-owned subsidiary of the Company, and the Company replaced ANICO as the SEC public filer for the organization. In connection with that reorganization, the organizational documents of the newly-reorganized Company did not prohibit non-unanimous action by written consent of the Company’s stockholders, which, under Delaware law — unlike in Texas — meant that action by the holders of only a majority of the outstanding shares of Company common stock would have the same legal effect as a vote at a duly called stockholder meeting. Because ANICO (the former holding company) is a Texas corporation, silence in its charter on this subject meant that action by non-unanimous written consent was not permitted. As a result, in early March 2021, in light of the concentration of the Company’s share holdings and the Company’s organizational documents, Sidley informed the Transaction Committee that it was likely that any potential counterparty to a transaction with the Company would require Company stockholders holding at least a majority of the Company’s common stock (likely The Moody Foundation and Trust 57, given their aggregate holdings) to enter into stockholder written consents or, at the very least, voting and support agreements in support of any such transaction. Therefore, after discussions with the Transaction Committee, on March 12, 2021, representatives from Sidley, Mr. Garrison and a representative of Baker Botts LLP (“Baker Botts”), counsel to the trustee of Trust 57, had a discussion regarding the impact, if any, of Trust 57’s trust documentation on a potential strategic transaction. The representative from Baker Botts reminded Mr. Garrison and the others on the call that the trustee of Trust 57 had its own fiduciary duties and that Trust 57 would need to review any strategic transaction in light of those separate fiduciary duties.

On March 16, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives of Sidley. At the meeting, the Transaction Committee discussed with legal counsel the upcoming financial advisor interviews and the strategic review process. Sidley again discussed with the Transaction Committee its fiduciary duties with respect to that process. The Transaction Committee also discussed with counsel that it was important for the Transaction Committee to remain open to evaluating different transaction structures in connection with its exploration of strategic alternatives, even if those transaction structures were not the preferred structure of its significant stockholders. To that end, it was the consensus of the Transaction Committee that, regardless of transaction structure, all stockholders must be treated proportionately and receive the same consideration or mix of consideration. The Transaction Committee agreed that an all-cash transaction would be preferable, but that the committee would not impose limits on the form of consideration potential bidders could offer. The Transaction Committee members were advised by Sidley that they

18

Table of Contents

could take into account the potential increases in U.S. federal income taxes and/or the elimination of a separate tax rate for capital gains transactions of certain noncorporate taxpayers that could potentially go into effect for 2022 and the impact of those changes on the Company’s stockholders, when evaluating the Company’s strategic alternatives.

On March 17, 18 and 19, 2021, the Transaction Committee interviewed the potential financial advisors, including Citi, in person in Galveston, Texas (with some investment bank representatives participating by phone). In its discussions with Sidley after the conclusions of those interviews, the Transaction Committee agreed that some of the alternative deal structures discussed by the investment banking firms during those interviews — particularly those that would not result in a liquidity event for all stockholders — might not achieve the Board’s goals of maximizing stockholder value in light of a potential sale by The Moody Foundation and other significant stockholders. After considering several of those alternatives, the Committee agreed that a sale of the Company was likely the best way to achieve those goals, but agreed to remain open to other alternatives. Between March 21, 2021 and March 24, 2021, the Transaction Committee received final financial advisor fee proposals from each of the investment banking firms. After reviewing those proposals and taking into account each firm’s interview, the Transaction Committee selected Citi to serve as the Company’s financial advisor in connection with the strategic review, based on, among other things, Citi’s industry knowledge, reputation, the team that Citi indicated would lead the review and Citi’s competitive financial proposal. The Company subsequently engaged Citi as the Company’s financial advisor.

On March 25, 2021, the Transaction Committee had a telephonic discussion with representatives from Citi regarding the Company’s strategic review process. Mr. Garrison and representatives from Sidley participated in that discussion as well. Citi noted that the U.S. insurance M&A market was very active, with quite a bit of prospective buyer interest and suggested that the Company conduct a broad, two-stage market check process, with outreach to both financial and strategic potential buyers. Citi explained that the Company’s multi-line structure presented a unique challenge in the current market, as many multi-line insurers had already been separated into single-line insurers that specialize in either life or non-life business lines. In an effort to accommodate buyers that were interested only in portions of the Company’s business, Citi suggested that the Transaction Committee permit bidders to bid for the Company on a whole company basis, as well as for its segments (i.e., either the Company’s life, annuity and health business or property and casualty business), with the goal of eventually “pairing up” any partial company bidders into buyer consortiums that could effectively purchase the entire Company. The Transaction Committee and the Company’s advisors discussed the importance of achieving a whole-company result (including through a potential consortium) to maximize value for the Company’s stockholders. The Transaction Committee and the Company’s advisors also discussed the preparation that the Company would need to undertake to launch a process, including obtaining an independent actuarial analysis of the Company’s life, annuity and health business, which would be expected by many buyers and was an industry standard in life and annuity sale processes. After discussing potential third-party actuarial appraisal firms with the Company’s advisors, the Transaction Committee authorized the Company to engage Milliman Inc. (“Milliman”) to perform this actuarial analysis (such analysis, the “Milliman analysis”). The Company subsequently entered into an engagement letter with Milliman in early April 2021.

As part of the March 25, 2021 discussion, it was the consensus of the Transaction Committee that, in light of the potential capital gains tax changes, it would be preferable if the process could be structured to increase the likelihood of closing a transaction in 2021, especially since that would benefit certain Company stockholders that are not tax-exempt. Even so, the Transaction Committee agreed that the process needed to be a thorough process designed to maximize value for all Company stockholders.

Starting in the middle of March 2021, the Transaction Committee began having conversations with Company senior management regarding the process, and, specifically, identifying those key employees of the Company whose assistance would be needed throughout the process and whose retention was important to maintaining the value of the enterprise. As a result of those conversations, senior management began bringing certain employees up to speed on the process and entering into confidentiality agreements and/or retention agreements with such employees. This continued throughout the process, with management submitting any new employees and their suggested retention and/or confidentiality arrangements, as applicable, to the Transaction Committee for sign-off. No named executive officers were eligible to sign a retention bonus agreement with the Company. For a description of the retention bonus agreements, please see “Interests of Our Directors and Executive Officers in the Merger — Retention Bonus Agreements.”

19

Table of Contents

On March 27, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives of Sidley. At the meeting, the Transaction Committee and its legal advisors discussed the status of the review of the Company’s strategic alternatives. The Transaction Committee also finalized, with counsel, the form of non-executive retention bonus agreements to be entered into with key employees as the Company began preparing for the process.

Between March 30 and April 6, 2021, Company management met, together with Citi (and in some cases, representatives of Greer Herz and Sidley), to discuss the Company’s marketing materials for the process.

On April 8, 2021, the Board held an in-person special meeting. In attendance, in addition to the Board, were Mr. Garrison, the Company’s advisory directors, and representatives from Sidley. At the meeting, the members of the Transaction Committee gave the Board an update on the process, including the engagement of Sidley and Citi as the Company’s legal and financial advisors, respectively, the work undertaken to date by Company management on marketing materials and the finalization and execution of retention bonus agreements with certain executive officers and other key employees, but excluding any named executive officers. The Transaction Committee also noted that it would likely recommend an executive severance plan for consideration in order to retain key executive officers, including certain named executive officers. The Transaction Committee also discussed process timing with the Board, noting the importance of the finalization of the Milliman analysis to overall timing. Sidley then updated the Board as to its fiduciary duties with respect to the review of strategic alternatives and the Board discussed its fiduciary duties and the strategic review process at length. The Transaction Committee informed the Board that, given The Moody Foundation’s desire to sell its shares, the “base case” assumption with respect to the process was that the entire Company would be sold in order to maximize value for all of the Company’s stockholders.

On April 12, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives of Sidley. At the meeting, the Transaction Committee expressed concern about the Company’s ability to retain certain of the Company’s named executive officers, since named executive officers were not eligible to receive retention bonus agreements. The Transaction Committee and legal counsel discussed the fact that the Company did not have an executive severance plan. As a result, the Transaction Committee directed Sidley to draft a potential executive severance plan and discussed the potential terms of that plan. Mr. Garrison and representatives of Sidley discussed with the Transaction Committee that, if the Transaction Committee determined that such a plan was advisable, then the executive severance plan would need to be recommended by the Compensation Committee to the Board and then approved by the Board.

Beginning in April 2021 and concluding upon the delivery of the final Milliman analysis in July 2021, Company management and the Company’s advisors had several discussions with Milliman regarding the Milliman analysis, including the information needed for the analysis and the timing thereof. It became clear early in the Company’s process that much of the process timing depended on the delivery of the completed Milliman analysis to potential bidders.

On April 18, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives of Sidley. Prior to the meeting, representatives of Sidley had circulated a draft executive severance plan to the Transaction Committee for review. At the meeting, the Transaction Committee approved proposing the executive severance plan and initial severance plan participants to the Compensation Committee for approval.

On April 20, 2021, the Compensation Committee met telephonically, with Mr. Garrison and representatives from Sidley in attendance. In addition, Mr. Pozzi and Timothy A. Walsh (then Executive Vice President and Chief Financial Officer of the Company) participated at the beginning of the meeting, but excused themselves before the Compensation Committee began its deliberations regarding specific severance benefits for any particular executive described below. At that meeting, the Compensation Committee approved the executive severance plan and recommended that the Board approve the executive severance plan. Subject to that Board approval, the Compensation Committee also approved Mr. Pozzi, Mr. Walsh and Brody J. Merrill as the initial severance plan participants. At the time of the meeting, Mr. Merrill served as Senior Vice President and Deputy Chief Financial Officer of the Company. However, Mr. Walsh’s appointment as Chief Operating Officer of the Company was on the agenda for the upcoming regular Board meeting scheduled for April 22, 2021, as was Mr. Merrill’s appointment as Chief Financial Officer to fill the position left open by Mr. Walsh’s promotion.

20

Table of Contents

On April 21, 2021, the Board held an in-person special meeting. In attendance, in addition to the Board, were Mr. Garrison, the Company’s advisory directors and representatives from Sidley (who attended both in person and telephonically). At the meeting, after discussion and deliberation, the Board approved the executive severance plan recommended by the Compensation Committee. The Board also approved the compensation for the members of the Transaction Committee, which consisted of a fixed fee, none of which was contingent upon the consummation of a transaction. For a description of the Transaction Committee’s compensation, see “The Merger — Interests of Our Directors and Executive Officers in the Merger — Compensation of the Transaction Committee.

Also on April 21, 2021, the Transaction Committee had a telephonic discussion with Mr. Garrison and representatives from Sidley, where they discussed the delay in the anticipated timing of the completion of the Milliman analysis and the impact of that timing on the process.

On April 22, 2021, at a regularly scheduled meeting of the Board, the Board appointed (i) Mr. Walsh as Executive Vice President and Chief Operating Officer of the Company and (ii) Mr. Merrill as Senior Vice President and Chief Financial Officer.

On April 24, 2021, the Transaction Committee had a telephonic discussion with Mr. Garrison and representatives from Citi and Sidley focused on, with input from Citi, the potential bidders to be invited into the process and the process timeline. Given the number of potential bidders that Citi suggested be contacted, the Transaction Committee and the Company’s advisors also discussed potential leak response strategies.

Between April 30, 2021 and May 27, 2021, 60 potential counterparties, including 42 strategic parties and 18 financial sponsors, including Parent, were contacted to gauge their interest in making a proposal to acquire all or a portion of the Company. Of those parties contacted, 35 potential counterparties ultimately executed confidentiality agreements with the Company and were sent marketing materials.

On May 8, 2021, the Transaction Committee held an in-person meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives of Sidley and Citi (who attended both in-person and telephonically). At the meeting, the Transaction Committee discussed the current status of the process, including additional parties that had proactively reached out for information on the Company and some of the challenges that had been identified with respect to the Company’s process, including that, in the current insurance M&A market, parties generally were more interested in acquiring life and annuity insurance businesses than property and casualty businesses. The Company’s multi-line structure presented a challenge in this respect, as many bidders were interested only in a portion of its business. They also discussed the impact on the process of the Company’s substantial equity portfolio — in particular, whether potential bidders were likely to discount the Company’s excess capital. The Transaction Committee and the advisors discussed that the equity portfolio came with a certain amount of market and potential tax risk (upon liquidation) that potential bidders would likely factor into their price. In light of how broad the outreach to potential counterparties had been, there was increasing concern about a potential leak. As a result, the Transaction Committee also discussed the formation of the Company’s leak response team, which was created by the Transaction Committee to include key members of senior Company management, the members of the Transaction Committee, representatives of Sidley, and representatives of Citi.

On May 11, 2021, Reuters issued a report that the Company was exploring strategic alternatives that could include a sale of the Company and had retained an investment bank for that purpose. The Reuters report was, in turn, reported on by industry-specific and general media outlets, at least one of which named Citi as the investment bank that was rumored to have been retained. The Transaction Committee met that same day with representatives from Sidley to discuss the potential impact of the leak on the Company’s process and the Company’s response to questions from various constituencies regarding the leak. Additionally, on that same day, the Company’s leak response team met to discuss the Company’s response strategy. Consistent with the Company’s “no comment” policy, the Company responded to the resulting media inquiries that the Company did not comment on rumors or speculation, and issued a statement to its employees with the same message. The Company also had confidential conversations with certain insurance regulators and ratings agencies that had made inquiries based on the report, informing them that the Company was exploring strategic alternatives, but that no decision had been made at that time to sell the Company.

Following the May 11, 2021 news leak regarding the Company’s strategic review process, ten inbound inquiries were received from parties interested in participating in the strategic review process. Only two of those parties eventually submitted a first-round proposal, and only one of those parties submitted a second-round bid. However, that second-round bid was non-conforming.

21

Table of Contents

On May 17, 2021, a first-round process letter was sent to those potential bidders that had previously signed confidentiality agreements with the Company. The letter advised those process participants that preliminary proposals were due on June 7, 2021. The first-round process letter made clear that bidders could submit proposals regarding (i) an acquisition of the Company’s entire business or (ii) an acquisition of the Company’s life, annuity and health business or property and casualty business. Also, even though the Company expressed a strong preference for cash consideration in the process letter, the potential bidders were also permitted to propose consideration in the form of highly-liquid, publicly-traded stock.

Between May 21, 2021 and May 25, 2021, members of Company senior management, with representatives of Citi in attendance, conducted virtual “fireside chat” meetings with three potential strategic bidders, including Bidder A, that were believed to have an interest in the Company’s property and casualty operations.

On May 22, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives from Sidley and Citi. At the meeting, Citi provided the Transaction Committee with a process update and noted that Company management, with Citi’s and Sidley’s assistance, was working on populating the virtual data room and preparing for management presentations. Sidley then gave an update on the status of the draft merger agreement to be posted in the virtual data room for the next round in the process.

On May 28, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives from Sidley and Citi. At the meeting, Citi gave the Transaction Committee a process update, including feedback from potential bidders on the “fireside chats.” Citi noted that the universe of potential property and casualty bidders was relatively narrow, particularly when compared to the interest expressed in the Company’s life, annuity and health business. The Transaction Committee then discussed with the Company’s advisors the engagement of an accounting firm to perform a separation analysis on the Company, for bidders that were proposing to acquire only the life, annuity and health business or only the property and casualty business. The Company’s advisors noted that this analysis might help potential consortium bidders better understand how the Company’s business lines could be split, particularly from a distribution channels standpoint. After interviewing KPMG LLP (“KPMG”) and another accounting firm in early June 2021, the Company retained KPMG on June 11, 2021 to assist with the separation analysis.

On June 4, 2021 the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives from Sidley and Citi. At the meeting Sidley gave the Transaction Committee an update on the Biden administration’s tax proposals, including proposed changes to corporate tax rates (and how that could impact the Company and deal value), changes to capital gains rates on certain noncorporate taxpayers and changes on taxes of multinational groups. Citi then gave the Transaction Committee a process update, including an update on the relative participation levels of each of the first-round participants and an update on KPMG’s preparation of its separation analysis.

Between June 7, 2021 (the first-round preliminary proposals due date) and June 8, 2021, the Company received 16 indications of interest, consisting of six whole company bids, six life, annuity and health-only bids, two non-conforming reinsurance bids and two property and casualty-only bids. Of the parties that submitted first-round proposals, ten were strategic parties and six were financial sponsors. Parent’s first-round bid stated that even though it was submitting a life, annuity and health-only bid, it was interested in evaluating the Company’s property and casualty business as a platform investment as well.

On June 9, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives from Sidley and Citi. At the meeting, Citi provided an overview of the preliminary proposals received in connection with the conclusion of the first round of the process and input regarding certain aspects of the first-round proposals that the Transaction Committee might wish to consider when determining which bidders to advance into the second round of the process. After discussing the terms of the preliminary proposals with Mr. Garrison, Sidley and Citi, the Transaction Committee adjourned to deliberate on next steps and review the applicable materials. The Transaction Committee met again later that same day with Mr. Garrison and representatives from Sidley to further discuss the next steps in the process and instructed Sidley and Mr. Garrison to coordinate with Citi with respect to inviting selected potential bidders to the second round of the process.

22

Table of Contents

Between June 10 and June 11, 2021, at the direction of the Transaction Committee, Citi invited selected bidders into the second round of the process, consisting of four whole company bidders (including Bidder A, Bidder B and Bidder D), two property and casualty-only bidders (including Bidder C) and two life, annuity and health-only bidders (including Parent, which had indicated in its proposal that it might possibly evaluate making a whole company bid in the second round of the process, and Bidder E). During the conversation between Citi and Parent in which Parent was invited into the second round, Parent was encouraged to consider making a whole company bid and Parent requested a whole company management presentation in order to keep that possibility open. The bidders that were advanced to the second round included the bidder that made the highest whole company first-round bid. On June 11, 2021, those bidders that advanced to the second round received access to the electronic data room for the process.

On June 14, 2021, the Transaction Committee held a telephonic discussion with representatives from Citi and Sidley and Mr. Garrison to discuss process updates and potential timing of the second round of the process, given the anticipated timing of the delivery of the Milliman analysis. On that same day, Sidley sent a draft voting and support agreement to Baker Botts, counsel to the trustee of Trust 57, and Thompson Knight LLP, counsel to The Moody Foundation, in anticipation of potential bidders requesting that these stockholders support any potential transaction. Thompson Knight LLP has subsequently merged with Holland & Knight LLP and is referred to in this information statement as “Holland & Knight.”

Between June 17, 2021 and July 1, 2021, members of the Company’s senior management and representatives from Greer Herz held management presentations with each of Parent, Bidder A, Bidder B and other bidders that were advanced to the second round in League City, Texas. Representatives of Citi attended these sessions. Topics covered in the management presentations included, among other things, business line overviews, growth opportunities, human resources and technology overviews and legal, regulatory and compliance information relating to the Company. Additionally, during this time and until late July 2021, the Company’s management and other representatives conducted due diligence discussions with, and provided due diligence responses to, the second-round bidders.

On June 19, 2021, the Transaction Committee held a meeting (with certain committee members participating telephonically). Participating in the meeting, in addition to the Transaction Committee, were Mr. Garrison and representatives from Sidley and Citi. At the meeting, Citi gave a process update, including an update on feedback from the management presentations. Sidley then discussed with the Transaction Committee Sidley’s relationships with the remaining bidders, and Mr. Garrison noted that any potential conflicts arising from those relationships had been waived by the Company, as a determination had been made that that Sidley’s relationships would not compromise Sidley’s ability to act as counsel to the Company.

On June 24, 2021, the Board held an in-person regular meeting. In attendance, in addition to the Board, were Mr. Walsh, Mr. Garrison, and the Company’s advisory directors. At the conclusion of the regular business of the meeting, representatives from Sidley and Citi joined the meeting, attending both in person and telephonically. At the meeting, Citi discussed with the Board the insurance mergers and acquisitions market, including the trend toward multi-line companies separating and becoming more product-centric and the accelerating activity in the sector, particularly in the last year. Citi and Sidley provided the Board with an overview of the Company’s process to date, including a bidder outreach summary and anticipated process timeline. The Board evaluated and discussed these updates, including the potential for the elimination or modification of the lower capital gains tax rate in 2022 and potential deal impacts and impacts on the Company’s stockholders. The Board also discussed the risks of consortium versus whole company bids. The price ranges in the indications of interest submitted by the advanced bidders were then shared with the Board. The Board and the Company’s advisors discussed this range of proposals, including the methodology behind certain bidders’ valuations.

Throughout late June through mid-July of 2021, representatives from Sidley, Baker Botts and Holland & Knight continued to have process update discussions, as well as discussions on the potential voting and support agreements (including exchanging drafts thereof) in anticipation of the end of the second round of the process and the Company potentially moving forward with a transaction with one of the potential bidders. Additionally, on July 16, 2021, representatives from Sidley and Holland & Knight discussed The Moody Foundation’s assignment of its residual interest upon the termination of Trust 57 to MMRI, and agreed that MMRI should also be party to a voting and support agreement, in the event that the trust termination occurred during the pendency of any transaction. From that point on, Sidley’s discussions with Holland & Knight regarding the stockholder support for the process included both The Moody Foundation and MMRI.

23

Table of Contents

On July 1, 2021, the following draft transaction documents prepared by Sidley were uploaded to the virtual data room: (i) a whole company merger agreement, along with accompanying structural diagrams; (ii) a property and casualty stock purchase agreement; (iii) a life, annuity and health merger agreement; (iv) consortium bid principles; and (v) accompanying structural diagrams.

On July 2, 2021, the Transaction Committee had a telephonic update discussion with representatives of Citi and Sidley and Mr. Garrison about the second round of the process, including the anticipated timing of the delivery of the Milliman analysis.

Also on July 2, 2021, final bidding procedures were sent to bidders still participating in the second round of the process, advising the process participants that their final bids were due on July 23, 2021. Similar to the first-round process letter, the final process letter made clear that bidders were invited to bid on (i) the acquisition of American National’s entire business, (ii) the acquisition of American National’s life, annuity and health business (assuming that another party acquired American National’s property and casualty business), and (iii) the acquisition of American National’s property and casualty business (assuming that another party acquired American National’s life, health and annuity business). The process letter requested that the bidders submit a full mark-up of the applicable merger agreement/purchase agreement one week before the bid deadline.

On July 6, 2021, with the authorization of the Transaction Committee, KPMG’s final separation analysis was shared with the second-round bidders for use by those bidders that were proposing to acquire only the life, annuity and health business or only the property and casualty business.

On July 9, 2021, with the authorization of the Transaction Committee, the final Milliman analysis was shared with the second-round bidders.

On July 12, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives from Sidley and Citi. At the meeting, Citi provided the Transaction Committee with a process update, including the relative activity and interest indicated by each of the second-round bidders. Citi also noted for the Transaction Committee that one property and casualty-only and one life, annuity and health-only bidder had withdrawn from the process, in each case, indicating primarily complications inherent in the consortium process.

Also discussed at the July 12, 2021 meeting was the potential impact of the final Milliman analysis on bidders’ valuations and the methodology Milliman used to prepare its analysis. The Transaction Committee then discussed the fact that the business separation analysis was a time-intensive effort that was consuming a large amount of management’s resources, which resources were also needed to continue facilitating the due diligence processes of second-round bidders. After discussion, and given the overwhelming interest of the remaining second-round bidders in the whole company or only the life, annuity and health business of the Company, the Transaction Committee agreed that the Company should cease focusing on the internal business separation analysis workstream.

On July 13, 2021, representatives from Bidder A’s legal counsel (“Law Firm A”) called representatives from Sidley to inform Sidley that Bidder A’s proposal would be conditioned upon receiving stockholder written consents from The Moody Foundation and Trust 57 shortly after the merger agreement was signed. The effect of those consents would be to deliver stockholder approval of the transaction shortly after signing. Sidley indicated to Law Firm A that it had been discussing this topic with The Moody Foundation and Trust 57, and that both stockholders had indicated a strong preference for a voting and support agreement for the transaction instead of a stockholder written consent. Law Firm A reiterated that the delivery of the stockholder consents would be an important part of Bidder A’s bid.

On July 16, 2021, as contemplated by the second-round bidding procedures, legal counsel for both Parent and Bidder A sent revised drafts of the whole company merger agreement to Sidley. On that same day, representatives from Sidley had separate telephone conversations with representatives from Parent’s counsel at Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) and from Law Firm A regarding the requirements in both mark-ups that stockholder written consents be delivered shortly after signing by certain of the Company’s stockholders (and in any event, by those Company stockholders holding at least a majority of the issued and outstanding Company common stock). Sidley noted in those conversations that The Moody Foundation and Trust 57 had been strongly resistant to the suggestion that they enter into written consents approving the transaction, but noted that these two stockholders had expressed a willingness to enter into voting and support

24

Table of Contents

agreements. Both Skadden and Law Firm A independently insisted that the delivery of the stockholder written consents was a key deal point. On that same day, a representative from Sidley sent an email to both Baker Botts, as counsel to the trustee of Trust 57, and Holland & Knight, as counsel to The Moody Foundation, regarding Parent and Bidder A’s merger agreement mark-ups, noting that both bidders were insisting on the written consents in lieu of a voting and support agreement. The next day, on July 17, 2021, Sidley sent Skadden and Law Firm A the current draft of the voting and support agreement that counsel to The Moody Foundation and Trust 57 had confirmed their respective clients would be willing to consider signing under appropriate circumstances.

On July 17, 2021, representatives from Sidley discussed the bidders’ requirement of stockholder written consents — instead of a voting and support agreement — with representatives of Baker Botts and Holland & Knight separately. Sidley noted that it had been resisting this point with the potential bidders, but that it had developed into a key issue. The Sidley representatives asked each of Baker Botts and Holland & Knight whether there was a legal impediment that would prevent The Moody Foundation or Trust 57 from delivering a stockholder written consent. Sidley asked the two firms to discuss the requested written consents with their respective clients if there were no such legal impediments.

On July 18, 2021, Sidley sent Baker Botts and Holland & Knight a form confidentiality agreement to permit each of their clients to access the electronic data room and begin their due diligence review regarding the Company’s strategic review process, for purposes of potentially providing some sort of support for the strategic transaction.

On July 19, 2021, representatives of Sidley again discussed with representatives of Holland & Knight and Eversheds Sutherland (“Eversheds”), which had been retained by The Moody Foundation and MMRI to serve as transaction counsel in connection with the process, the stockholder written consent requirement and potential next steps in The Moody Foundation’s and MMRI’s processes for potentially providing those consents. On that same day, Baker Botts confirmed to Sidley that Trust 57 would consider the delivery of a written consent, but did not commit on behalf of its client to provide such a consent.

Additionally on July 19, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives from Sidley. At the meeting, the Transaction Committee discussed the impact of a potential transaction on the Company’s current compensation and benefits arrangements. Sidley answered questions by the Transaction Committee on the merger agreement summary circulated by Sidley to the Transaction Committee prior to the meeting. Sidley then gave the Transaction Committee an update on the stockholder consent requests and its discussions with The Moody Foundation, MMRI and Trust 57 on those matters, noting that it was still unclear whether the stockholders, particularly The Moody Foundation and MMRI, would agree to give those consents. Sidley explained that legal counsel for Trust 57 had confirmed that Trust 57 would consider the delivery of a written consent, so long as Trust 57 was well-informed and comfortable with value and the process. However, Sidley reiterated that it had not signaled to any of the bidders that these large stockholders would be willing to provide consents. Sidley also gave the Transaction Committee an overview of the merger agreement changes proposed by both Bidder A and Parent, noting that Bidder A’s mark-up was relatively light. By comparison, Parent’s merger agreement mark-up was viewed less favorably, particularly with respect to the regulatory approvals and “burdensome condition” provisions. Parent’s mark-up also contemplated that the Company would seek regulatory approval for a pre-closing extraordinary dividend to effectively provide partial funding of the merger consideration.

Additionally on July 19, 2021, Bidder E informed Citi that it planned to submit a non-conforming bid for the Company’s life and annuity business only, and Bidders B and D informed Citi that they planned to submit comments to the merger agreement in connection with their final bids. On the same day, Bidder F submitted a non-conforming proposal to reinsure all of the Company’s non-New York fixed annuity policies, for which Bidder F would pay the Company a ceding fee. Bidder F’s proposal was intended to support a potential sale of the Company’s life, annuity and health business to a third party because the Company would receive both liquidity from the ceding fee and lower reserve requirements, which would permit the Company to dividend excess capital. However, in the absence of a third-party bidder seeking that type of support, Bidder F’s proposed structure did not address the objectives of the strategic review.

On July 20, 2021, Trust 57, MMRI and The Moody Foundation entered into confidentiality agreements with the Company, allowing their financial and legal advisors, including Baker Botts, Willamette Management Associates (valuation consultant to The Moody Foundation), Holland & Knight, Eversheds and Norton Rose Fulbright LLP,

25

Table of Contents

access to the Company’s electronic data room with respect to the process. However, at this stage, neither The Moody Foundation nor Trust 57 had confirmed that it would be willing to provide a stockholder written consent as requested by Parent and Bidder A.

On July 22, 2021, representatives from Sidley and Skadden discussed Parent’s merger agreement mark-up submitted on July 16, 2021, and Sidley raised several potential issues with the mark-up, including the lack of committed financing for the entirety of the aggregate merger consideration, the potential regulatory impact of the proposed extraordinary dividend, the broad scope of the “burdensome condition” provisions and the lack of flexibility under the interim operating covenants for the Company to operate as needed between signing and closing. Sidley explained that transaction certainty for all stockholders would be an important factor in the Company’s decision, and several of the provisions in Parent’s mark-up raised significant transaction certainty issues.

Also on July 22, 2021, representatives from Sidley and Law Firm A discussed Bidder A’s merger agreement mark-up submitted on July 16, 2021. Sidley raised a few issues with the mark-up, including whether Bidder A even needed a regulatory “burdensome conditions” provision at all, given that Bidder A was a strategic bidder. Sidley stressed the importance of transaction certainty to the Company. Sidley did not discuss the request for stockholder consents with either Skadden or Law Firm A, but acknowledged that the Company still could not provide any assurance that The Moody Foundation, MMRI or Trust 57 would agree to those requests.

Also on July 22, 2021, Bidder A informed Mr. Walsh and representatives of Citi, in separate telephone conversations, that Bidder A intended to submit a proposal the next day.

Between July 23, 2021 (the second-round bid date) and July 27, 2021, the Company received five second-round bids, consisting of three whole company bids and two non-conforming bids.

On July 23, 2021, Parent submitted a final whole company bid for approximately $5.1 billion, or $190 per share, in cash. Also on July 23, 2021, Skadden sent Sidley a revised merger agreement, addressing several of the issues that Sidley had raised with Skadden during their merger agreement discussion on July 22, 2021, including the removal of the extraordinary dividend concept and a proposed compromise on the “burdensome condition” provision.

Also on July 23, 2021, Bidder A submitted a final whole company bid with a stated aggregate merger consideration of $4.225 billion, or $155.00 per share, in cash, which was below the low end of the price range reflected in Bidder A’s first-round proposal. Upon review of Bidder A’s submission, it was determined that because of a miscalculation by Bidder A of the Company’s share count in Bidder A’s bid, its $155.00 per share bid actually would result in total merger consideration of $4.168 billion. Bidder A did not submit a revised merger agreement mark-up to address any of the issues raised by Sidley to Law Firm A.

Additionally on July 23, 2021, Bidder C submitted a non-conforming bid to invest in the Company’s life, annuity and health business with a potential partner. Bidder C proposed to acquire an interest in the Company’s life, annuity and health business, a structure that did not address the objectives of the strategic review, unless other third parties were involved to monetize the remaining portions of the Company’s business.

On July 24, 2021, representatives from Sidley and Citi had a telephonic discussion with representatives from Holland & Knight and Eversheds regarding the transaction. Throughout the weeks of July 26, 2021 and August 2, 2021, Sidley continued to have discussions with Baker Botts, Eversheds and Holland & Knight, as well as BVA Group and Willamette Management Associates, valuation consultants to The Moody Foundation and Trust 57, respectively, regarding the progress of transaction discussions and merger agreement negotiations, in addition to exchanging drafts of stockholder written consents. Up until July 29, 2021, The Moody Foundation, through its advisors, consistently maintained its position that it would not execute a stockholder written consent. At no point during the strategic review process did The Moody Foundation, MMRI, Trust 57 or any of their respective trustees or representatives hold any discussions with any bidders or potential bidders.

On July 26, 2021, Bidder B submitted a final whole company bid for approximately $4.4 billion, or $163.65 per share, in cash, including a preliminary mark-up of the merger agreement.

Also on July 26, 2021, at the direction of the Transaction Committee, representatives from Citi clarified with representatives from Parent several aspects of Parent’s bid.

26

Table of Contents

On July 27, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives from Sidley and Citi. At the meeting, Citi reviewed the second-round bids received. Citi noted that one bidder, Bidder D, had indicated that it intended to submit a bid after finalizing its financing documentation. Another bidder, Bidder E, had indicated that it would submit a non-conforming bid (Bidder E submitted its non-conforming reinsurance bid later that day). Regarding the bids received, Citi indicated that it had scheduled a conversation with Bidder A for later that same day, but that Bidder A was not expected to increase its valuation given the fact that its proposed price was below the low end of the price range reflected in its first-round proposal and Bidder A’s assertions that it was price sensitive. Regarding Bidder B’s bid, Citi noted that Bidder B had significant remaining due diligence to undertake. Sidley commented that Bidder B’s merger agreement mark-up was incomplete and, for this reason, could not be compared to the merger agreement mark-ups from Parent or Bidder A. The Transaction Committee and the Company’s advisors discussed that Parent had been competitive on price and terms, and, after a conversation with Sidley prior to the final bid date, had sent a further revised merger agreement that addressed certain items that were important to the Company.

Citi and Sidley then discussed next steps with the Transaction Committee, as well as the timing implications of a transaction with Parent versus a transaction with Bidder A. With respect to timing, Sidley explained that the regulatory process for Parent could take longer than the regulatory process for Bidder A. The Transaction Committee also discussed the removal of the dividend from Parent’s proposal and how an extraordinary dividend could potentially provide stockholders with some liquidity before year-end, but might otherwise make obtaining regulatory approval more difficult. Sidley also noted that Parent had stated in its second-round bid that its due diligence was complete, which signaled that Parent could advance to signing quickly, particularly in comparison to those bidders with outstanding diligence requests. The Transaction Committee and Sidley also discussed Parent’s financial commitments and the possibility of Parent obtaining an equity commitment letter to support the funding of the purchase price. The Transaction Committee agreed that Citi would continue its clarifying conversations with the bidders, but that the Company’s advisors should otherwise focus on advancing a potential transaction with Parent by expeditiously making meaningful progress on the merger agreement and bid terms, as well as seeking an increase in Parent’s proposed purchase price. Later that same day, Bidder D confirmed to Citi that it was still unable to secure a financing commitment in time to submit a proposal in accordance with the bidding procedures and wished the Company well in the process. In addition, Bidder E submitted a non-conforming reinsurance proposal.

On July 27, 2021, at the direction of the Transaction Committee, representatives from Sidley and Citi provided representatives of Skadden and Parent with feedback from the Transaction Committee on Parent’s July 23, 2021 proposal and merger agreement mark-up. That feedback particularly focused on Parent’s financial commitments, including the possibility of Parent obtaining an equity commitment letter to support the funding of the purchase price, and that the Company should have customary third-party beneficiary rights with respect to that equity commitment. Sidley also emphasized the importance of merger agreement provisions that affected closing certainty, including the regulatory provisions and the breadth of the “burdensome condition” covenant. Parent also was requested to confirm whether its proposed $190.00 per share purchase price was its final price proposal.

Additionally on July 27, 2021, at the direction of the Transaction Committee, representatives from Citi discussed with representatives from Bidder A several aspects of Bidder A’s bid, including why Bidder A had lowered it price from its first-round bid and the status and timing of Bidder A’s required due diligence.

On July 28, 2021, Sidley, Skadden, Parent and Citi reconvened to discuss Parent’s response to the Transaction Committee’s feedback, which included Parent’s agreement to the equity commitment letter concept. On that call, Parent confirmed that $190.00 per share (for total merger consideration of approximately $5.1 billion) was the highest price it was willing to pay. Also on that call, Parent requested that the Company enter into an exclusivity agreement with Parent. Later that same day, Skadden sent Sidley a draft of the proposed exclusivity agreement between Parent and the Company, which provided for exclusivity through August 10, 2021.

Also on July 28, 2021, at the direction of the Transaction Committee, representatives from Citi discussed Bidder B’s second-round bid with representatives from Bidder B. Bidder B confirmed that its bid was subject to additional due diligence and obtaining approval for an extraordinary dividend.

Later on July 28, 2021, the Transaction Committee held a telephonic meeting. Participating in the meeting, in addition to the Transaction Committee, were Mr. Garrison and representatives from Sidley and Citi. At the meeting, Citi updated the Transaction Committee on its clarifying conversations with the second-round bidders. Citi noted

27

Table of Contents

that Bidder B’s proposal contained several contingencies, that Bidder B had confirmed that its bid was still subject to additional due diligence and that Bidder B also had expressed concern regarding the Company’s equity portfolio and likely need to de-risk.

The Transaction Committee noted that the discussions among Sidley, Citi, Parent and Skadden had been productive, particularly regarding Parent’s agreement to obtain an equity commitment letter and willingness to be constructive on other merger agreement terms. Sidley explained that Sidley and Skadden had tentatively agreed to certain revisions to the burdensome condition provision and reviewed with the Transaction Committee those situations where a burdensome condition could occur and potentially allow for termination of the merger agreement (described in the section titled “The Merger Agreement — Efforts to Complete the Merger” beginning on page 63). Citi indicated that, as a result of those conversations and further movement by Parent, Parent had requested exclusivity through August 10, 2021, but had declined to increase its proposed purchase price. Sidley also discussed Parent’s request for exclusivity, the price differential with the other bidders and Parent’s recent positive movement in the merger agreement negotiations.

At the meeting, after substantial discussion and evaluation, the Transaction Committee instructed the Company’s advisors to advance negotiations with Parent and approved the Company’s execution of the exclusivity agreement with Parent, as negotiated and finalized by Sidley. However, the Transaction Committee asked Sidley to hold off on delivering the Company’s signed counterpart of the exclusivity agreement until it first had a chance to review Parent’s initial feedback on the merger agreement draft that Sidley planned to send to Skadden later that evening. The Transaction Committee also authorized Company management to schedule calls with regulators and ratings agencies for the following week to preview the transaction and introduce them to Parent, as requested by Parent. Sidley then updated the Transaction Committee on the stockholder consent discussions with Trust 57 and The Moody Foundation, explaining that it was not clear that those stockholders — particularly The Moody Foundation — would agree to enter into those consents.

On the evening of July 28, 2021, Sidley sent a revised draft of the merger agreement to Skadden.

On July 29, 2021, representatives from Sidley and Skadden had a call to discuss certain regulatory due diligence questions Sidley had regarding Parent and its structure. Later that same day, representatives from Sidley and Skadden had a call in which Skadden provided feedback on Sidley’s latest draft of the merger agreement. On that call, Sidley updated Parent on its conversations with the counsel and advisors of Trust 57 and The Moody Foundation, noting that it was not certain whether those stockholders would agree to provide written consents. Parent and Skadden again stressed that the receipt of those written consents was a condition to the transaction. Later in the evening on that same day, the Company and Parent entered into the exclusivity agreement, providing for exclusivity until August 10, 2021.

Just prior to the signing of the exclusivity agreement between the Company and Parent, on the evening of July 29, 2021, at the direction of the Transaction Committee, Citi had separate calls with both Bidder A and Bidder B, informing them of the Company’s decision to enter into exclusivity with another party. During those calls, Bidder A and Bidder B were each informed that its purchase price was too low, and neither of these bidders responded with any willingness to increase its purchase price during or after those calls.

On July 30, 2021, the Board held an in-person special meeting (with some directors participating telephonically). In attendance, in addition to the Board, were Mr. Garrison and Mr. Mytelka, Mr. Walsh, the Company’s advisory directors, and representatives from Sidley and Citi (participating both in person and telephonically). At the meeting, Sidley first reviewed with the Board its fiduciary duties and provided a brief overview of those duties. Citi then provided the Board with an update on the second-round bids and the process by which the Transaction Committee determined to enter into the exclusivity agreement with Parent. Sidley explained that the process had fundamentally become contingent on the delivery of written consents from The Moody Foundation, Trust 57 and MMRI and summarized the material terms of Parent’s proposal, including the fact that Parent’s second-round bid noted that it intended to maintain the Company’s headquarters in Galveston, Texas, as well as its current employee base, in order to use the Company as a platform for its entry into the insurance business in the United States. The Board discussed these terms at length with the Company’s advisors, including potential timing of closing of a transaction with Parent.

28

Table of Contents

Between July 31, 2021 and August 5, 2021, Sidley and Skadden exchanged revised drafts of the merger agreement and related disclosure schedules. On July 31, 2021, representatives from Sidley, Skadden and Parent discussed the timing and process for the insurance regulatory filings required for the transaction.

During the week of August 2, 2021, at Parent’s request, Company management, Parent, Skadden, Sidley, and, in some cases, local counsel, had confidential conversations with the Company’s insurance regulators and ratings agencies, previewing the transaction and introducing them to Parent.

On August 2, 2021, Citi provided to the Board certain information regarding Citi’s material relationships with the Company, Parent and BAM during the approximately prior two-year period.

On August 3, 2021, the Board held an in-person special meeting (with some directors participating telephonically). In attendance, in addition to the Board, were Mr. Walsh, Mr. Garrison, Mr. Mytelka, the Company’s advisory directors, and representatives from Sidley and Citi (participating both in person and telephonically). At the meeting, Citi reviewed and discussed with the Board its preliminary financial analyses with respect to the Company and the proposed transaction with Parent. Representatives from Sidley reviewed with the Board Citi’s material relationships with the Company, Parent and BAM, and Sidley advised the Board that these relationships were customary and would not compromise Citi’s ability to serve as the Company’s financial advisor. Sidley then discussed in detail with the Board the terms of the merger agreement with Parent, referring to the merger agreement summary that had been circulated by Sidley to the Board prior to the meeting.

On August 4, 2021, representatives from Sidley and Skadden had a call to discuss Skadden’s latest draft of the merger agreement. Sidley sent a revised draft of the merger agreement back to Skadden later that same day.

On August 5, 2021, representatives from Sidley, Company management, Skadden and Parent had a call to discuss certain due diligence questions related to the Company’s disclosure schedules. Skadden sent a revised draft of the merger agreement back to Sidley that same day, and Sidley turned another draft back to Skadden that evening.

Also on August 5, 2021, the Transaction Committee held a telephonic meeting. In attendance, in addition to the Transaction Committee, were Mr. Garrison and representatives from Sidley. At the meeting, Sidley gave the Transaction Committee an update on the transaction negotiations with Parent. Sidley noted that The Moody Foundation, Trust 57 and MMRI had each indicated that it would deliver written consents at signing and also noted that the current plan was to sign the merger agreement the following day, on August 6, 2021, and announce the transaction before market opened on the following Monday, August 9, 2021. Sidley then discussed the treatment of the Company’s book value units with the Transaction Committee. After discussion with counsel, the Transaction Committee agreed that such units should not be accelerated upon a change of control, but with respect to those current awards, they should allow for pro rata vesting in the event of a termination without cause before payout after the occurrence of a change of control, with the target amounts locked at the target award. Future awards, Sidley noted, would need to take into account the go-forward plans of Parent with respect to the Company when setting the target. The Transaction Committee agreed to this treatment of book value units and to recommend the applicable plan amendments for approval of the Compensation Committee.

Later in the day on August 5, 2021, the Compensation Committee held a telephonic meeting. In attendance, in addition to the Compensation Committee, were Mr. Garrison and representatives from Sidley. At the meeting, the Compensation Committee discussed and approved the book value unit plans amendment that had been discussed with the Transaction Committee earlier that same day, as well as the addition of certain executives to the executive severance plan. At no time prior to the signing of the merger agreement were the post-closing roles or compensation of any employee, officer or director of the Company or any of its subsidiaries discussed with Parent by the management or representatives of the Company or any such individual.

On August 6, 2021, representatives of Sidley, the Company, Parent and Skadden finalized the definitive agreements with respect to the merger, including the Company disclosure schedules.

Also on August 6, 2021, the Board had an in-person special meeting (with some directors participating telephonically). In attendance, in addition to the Board, were Mr. Garrison and Mr. Mytelka, Mr. Walsh, the Company’s advisory directors, and representatives from Sidley and Citi (participating both in person and telephonically). Sidley confirmed that the merger agreement had been finalized and that Trust 57, The Moody Foundation and MMRI were ready and willing to provide their consents to the transaction. Citi then reviewed with

29

Table of Contents

the Board its financial analysis of the merger consideration and, at the Board’s request, rendered an oral opinion, confirmed by delivery of a written opinion dated August 6, 2021, to the Board to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, the merger consideration to be received by holders of Company common stock (other than, as applicable, Parent, BAM, Merger Sub and their respective affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders. At that point, the Board meeting temporarily adjourned and a meeting of the Transaction Committee was called, where the Transaction Committee unanimously resolved (a) that, the merger agreement and the transactions contemplated thereby, including the merger, were fair to, and in the best interests of, the Company and its stockholders and (b) to recommend that the Board approve and declare advisable the merger agreement and the transactions contemplated thereby, including the merger. The Transaction Committee meeting was then adjourned and the Board meeting reconvened, where, after discussion of the Transaction Committee recommendation and other matters, the Board unanimously (i) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, (ii) determined that, on the terms and subject to the conditions set forth in the merger agreement and the transactions contemplated thereby, including the merger, were fair to, and in the best interests of, the Company and its stockholders, (iii) determined that the execution, delivery and performance of the merger agreement, in substantially the form presented to the Board, and, subject to the affirmative vote or written consent of holders of a majority of the outstanding shares of Company common stock in favor of the adoption of the merger agreement, the consummation by the Company of the transactions contemplated thereby, including the merger were authorized and approved and (iv) recommended that the stockholders of the Company vote for the adoption of the merger agreement.

Later on August 6, 2021, the parties executed the merger agreement and the applicable ancillary transaction documents. Immediately thereafter, Baker Botts, on behalf of Trust 57, and Holland & Knight, on behalf of The Moody Foundation and MMRI, delivered the Stockholder Written Consents to the Company. Trust 57 and The Moody Foundation ratified and confirmed their written consents on August 23, 2021 and August 24, 2021, respectively.

On August 9, 2021, the transaction was announced by way of a joint press release by the Company and Parent before the markets opened.

Reasons for the Merger

In the course of the Board making the determinations described above in the section titled “The Merger — Background of the Merger” beginning on page 16, the Board consulted with management of the Company, as well as the Company’s legal and financial advisors, took into account the recommendation of the Transaction Committee, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

•        The merger consideration to be paid by Parent would provide American National’s stockholders with the opportunity to receive a meaningful premium over the current market price of the Company common stock. The Board reviewed current and historical market prices with respect to the Company common stock, including the fact that the merger consideration represented:

•        a 55.0% premium to American National’s closing stock price of $122.56 per share on May 10, 2021, regarded by the Company as the last unaffected closing sale price prior to the announcement of the merger agreement, in light of the May 11, 2021 Reuters report that the Company was exploring strategic alternatives;

•        a 21.3% premium to American National’s closing stock price of $156.69 per share on July 23, 2021, the deadline for the submission of second-round bids;

•        a 24.7% premium over American National’s 30-day volume-weighted average price as of August 6, 2021, the date the merger agreement was signed;

30

Table of Contents

•        a 10.0% premium to American National’s closing stock price of $172.80 per share on August 6, 2021, the date the merger agreement was signed; and

•        a 19.2% premium to American National’s all-time high stock price prior to the Board’s determination to explore strategic alternatives on February 25, 2021 ($159.34 per share on July 16, 2007).

•        The fact that the per share merger consideration would be paid solely in cash, which provides certainty and immediate liquidity and value to holders of shares of Company common stock, enabling holders of shares of Company common stock to realize value that has been created at American National while eliminating long-term business and execution risk.

•        The fact that the merger agreement allows American National to continue to declare and pay regular quarterly cash dividends on the Company common stock of up to $0.82 per share during the period prior to closing.

•        The following considerations relating to the financing of the transactions contemplated by the merger agreement:

•        The absence of any financing condition or contingency to the merger;

•        The fact that BAM entered into the equity commitment letter with Parent, pursuant to which BAM committed, subject to the terms of such letter, to provide Parent with an amount of cash sufficient to allow Parent to pay an amount up to the full amount of the aggregate merger consideration under the merger agreement;

•        The fact that, even though Parent has obtained the debt commitment from Bank of Montreal, BMO Capital Markets Corp. and Royal Bank of Canada, BAM’s funding obligations under the equity commitment letter are not affected by whether any funds are advanced under the debt commitment letter; and

•        The business reputation and capabilities of Parent and BAM and their management, as well as the financial resources of Parent and BAM.

•        The terms of the merger agreement, including the following:

•        The Company’s senior management and the Company’s legal and financial advisors, at the direction of the Transaction Committee, negotiated the terms and conditions of the merger agreement (primarily focused on provisions to increase certainty of closing) on an arm’s-length basis with Parent and its legal counsel.

•        The Board considered that the provisions of the merger agreement, including the respective representations, warranties and covenants and termination rights of the parties and termination fees payable by the Company, are reasonable and customary;

•        The belief of the Board that the terms of the merger agreement include the most favorable terms reasonably attainable from Parent;

•        The belief of the Board that, based on consultation with American National’s outside legal counsel, the conditions to the consummation of the merger as set forth in the merger agreement are reasonable and customary;

•        The provisions of the merger agreement that allow the outside date for completing the merger to be extended to August 6, 2022 if the merger has not been completed by the initial outside date of May 6, 2022 because the required regulatory approvals have not been obtained;

•        Parent’s commitment in the merger agreement to use its reasonable best efforts to consummate the merger (subject to the terms and conditions of the merger agreement, including that no Burdensome Conditions are imposed by any regulatory authority);

31

Table of Contents

•        American National’s ability, under certain circumstances pursuant to the merger agreement, to seek specific performance to prevent breaches of the merger agreement, and to enforce specifically the terms of the merger agreement, as described under the section titled “The Merger Agreement — Specific Performance” beginning on page 72; and

•        The termination fee of $178,500,000 is consistent with fees in comparable transactions and reasonable in amount in light of the very limited circumstances in which the termination fee could become payable to Parent — particularly given the Board’s expectation that the Consenting Stockholders would timely deliver the Stockholder Written Consents.

•        The fact that The Moody Foundation and Trust 57, which together own approximately 59.8% of the total number of outstanding shares of Company common stock:

•        have executed the Stockholder Written Consents to approve and adopt the merger agreement; and

•        will be receiving the same form and amount of merger consideration for their shares of Company common stock as all other stockholders of the Company.

•        The fact that, after The Moody Foundation informed the Board that The Moody Foundation was interested in selling its shares of Company common stock (and that Trust 57 may also be interested in selling its shares of Company common stock), the Board formed the Transaction Committee for the purposes of exploring strategic opportunities, as a result of which (i) the process was directed by the Board, acting through the Transaction Committee, and (ii) all of the Company’s stockholders were able to receive their pro rata share of the control premium through a whole company sale, instead of just two major stockholders through a sale of their shares.

•        At no point during the strategic review process did The Moody Foundation, MMRI, Trust 57 or any of their respective trustees or representatives hold any discussions with any bidders or potential bidders.

•        The fact that the Company, at the direction of the Board, acting through the Transaction Committee, conducted a thorough strategic review process, in which:

•        60 potential counterparties, including 42 strategic parties and 18 financial sponsors, were contacted to gauge their interest in making a proposal to acquire American National;

•        35 of those 60 parties signed confidentiality agreements and received a confidential information memorandum relating to American National;

•        Potential counterparties were invited to bid on one or more possible transaction structures: (i) the acquisition of American National’s entire business, (ii) the acquisition of American National’s life, annuity and health business (assuming that another party acquired American National’s property and casualty business), and (iii) the acquisition of American National’s property and casualty business (assuming that another party acquired American National’s life, annuity and health business);

•        Even though the Company expressed a strong preference for cash consideration in the bidding instructions, potential counterparties were not limited in the form of consideration they could propose;

•        A total of 16 indications of interest were received by the Company in first-round bidding;

•        At the direction of the Transaction Committee, eight bidders advanced to the second round, at which point each bidder received a management presentation and access to the Company’s virtual data room;

•        A total of five second-round bids were received by the Company, including three conforming bids for the whole company and two non-conforming bids, and the Company also received a proposal for reinsurance;

32

Table of Contents

•        Each of the three bidders that submitted a conforming bid also submitted a mark-up of the merger agreement that had been posted in the virtual data room; and

•        Parent’s proposal to acquire American National for $190.00 per share was the highest price proposed in the second round.

•        The stated position of Parent, in connection with the negotiation of the exclusivity agreement, that the merger consideration was the highest price per share of Company common stock that Parent would agree to.

•        The fact that, on May 11, 2021, Reuters issued a report (which was, in turn, reported on by industry-specific and general media outlets) that the Company was exploring strategic alternatives and had engaged an investment bank for that purpose, which gave any interested potential counterparties that had not been contacted in connection with the Company’s third-party solicitation process an opportunity to inquire about the process.

•        The fact that the Board had met to discuss and evaluate the Company’s exploration of potential strategic alternatives seven times from February 25, 2021 (the date the Transaction Committee was established) until August 6, 2021 (the date the merger agreement was executed) and, during that period, conducted those discussions and evaluations in consultation with the Company’s management and legal and financial advisors;

•        The fact that the Transaction Committee had met to discuss and evaluate the Company’s exploration of potential strategic alternatives 20 times from February 25, 2021 (the date the Transaction Committee was established) until August 6, 2021 (the date the merger agreement was executed) and, during that period, conducted those discussions and evaluations in consultation with the Company’s management and legal and financial advisors;

•        The Board’s belief, based on, among other things, its familiarity with the Company’s business, the result of the negotiations between the parties and the responses of other potential acquirers contacted in connection with the Company’s third-party solicitation process, that other potentially interested parties, if any, would not likely be prepared to earnestly pursue a transaction with the Company for a price in excess of the merger consideration.

•        The opinion, dated August 6, 2021, of Citi to the Board as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by holders of Company common stock (other than, as applicable, Parent, BAM, Merger Sub and their respective affiliates) pursuant to the merger agreement, which opinion was based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi as more fully described below in the section titled “The Merger — Opinion of the Company’s Financial Advisor.”

•        The Board’s belief that the merger would likely be consummated in accordance with the merger agreement.

•        The availability of appraisal rights with respect to the merger for holders of Company common stock who timely and properly exercise their rights under the DGCL, which would give these stockholders the ability to seek and be paid a judicially determined appraisal of the “fair value” of their shares of Company common stock following completion of the merger (see the section titled “Appraisal Rights” and Annex C).

•        The fact that Parent informed the Company (publicly confirmed by Parent in connection with the announcement of the merger) that:

•        Parent intends to maintain American National’s headquarters in Galveston, Texas and its presence in League City, Texas, as well as its operational hubs in Springfield, Missouri and Albany, New York; and

•        Parent intends to continue American National’s longstanding involvement with its local communities.

33

Table of Contents

The Board also considered and balanced the factors described above against certain negative factors and potential risks associated with the merger, including the following factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

•        The fact that, following the merger, the Company will no longer exist as an independent public company and the Company’s existing stockholders will not participate in the Company’s or Parent’s future earnings or growth or benefit from any synergies (other than synergies reflected in the purchase price) resulting from the consummation of the transactions contemplated by the merger agreement.

•        The possibility that the merger might not be consummated or that the consummation might be delayed.

•        The amount of time it could take from the date the merger agreement was signed to obtain regulatory approval and complete the transactions, including that an extended period of time may exacerbate the impact of other risks considered by the Board described in this section of this information statement.

•        The fact that the merger is subject to a number of closing conditions, some of which are outside of the Company’s control.

•        The risk that regulators may seek to impose conditions, limitations, obligations or costs, or place restrictions on the conduct of Parent’s or American National’s business, which could have the effect of (i) delaying the completion of any of the transactions or (ii) if they constitute Burdensome Conditions, cause one of the merger agreement’s closing conditions to be incapable of being satisfied.

•        The fact that, because the merger consideration consists solely of cash, the transaction is taxable to the Company’s stockholders.

•        The fact that the Biden administration and certain prominent members of the U.S. Congress have called for increases in U.S. federal income taxes and/or the elimination or modification of a lower separate tax rate for capital gains transactions of certain noncorporate taxpayers, which could potentially go into effect for the 2022 taxable year, or possibly sooner.

•        The fact that, as noted above, the regulatory approval process could cause the closing of the transactions contemplated by the merger to occur after the effective date of any such tax changes, which could meaningfully reduce the after-tax proceeds from the merger for certain stockholders, particularly those with a low tax basis.

•        The fact that the announcement and pendency of the merger, or the failure to complete the merger, may result in significant costs to the Company and cause substantial harm to the Company’s relationships with its employees (including making it more difficult to attract and retain key personnel and the possible loss of key management and other personnel), agents, customers and other business partners.

•        The substantial time and effort of management required to consummate the merger, which could disrupt the Company’s business operations and divert employees’ attention away from the Company’s day-to-day operations.

•        The risk that, despite retention efforts prior to consummation of the merger, the Company may lose key employees.

•        The fact that restrictions on the conduct of American National’s business prior to consummation of the merger could delay or prevent American National from undertaking business opportunities that arise pending consummation of the merger, which opportunities might be lost to American National if the merger could not be consummated.

•        The restrictions on the Company’s ability to solicit for or respond to proposals for competing transactions.

•        The fact that the delivery by the Consenting Stockholders of the Stockholder Written Consents would have the effect of eliminating the Board’s right to consider unsolicited competing proposals or to exercise a “fiduciary out.”

34

Table of Contents

•        The fact that, under certain circumstances, including if the Consenting Stockholders did not timely deliver the Stockholder Written Consents, the Company would be required to pay Parent a $178,500,000 termination fee upon termination of the merger agreement.

•        The substantial costs being incurred in connection with the transactions contemplated by the merger agreement.

During its consideration of the transaction with Parent, the Board was also aware of and considered that the Company’s directors and executive officers may have interests in the merger that differ from, or are in addition to, their interests as stockholders of the Company generally, as described in the section titled “The Merger — Interests of Our Directors and Executive Officers in the Merger” beginning on page 46.

After taking into account all of the factors set forth above, as well as others, the Board determined that the potentially positive factors outweighed the potentially negative factors. The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but summarizes the material information and factors considered by the Board in its consideration of the merger. The Board reached the decision to recommend, adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, in light of the factors described above and other factors the Board determined were appropriate. In view of the variety of factors and the quality and amount of information considered, the Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and individual members of the Board may have given different weights to different factors. The Board conducted an overall review of the factors described above, including discussions with the Company’s management and legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determinations. It should be noted that this explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 13.

Opinion of the Company’s Financial Advisor

The Company has engaged Citi as its financial advisor in connection with the proposed merger. In connection with Citi’s engagement, the Board requested that Citi evaluate the fairness, from a financial point of view, of the merger consideration to be received by holders of Company common stock (other than, as applicable, Parent, BAM, Merger Sub and their respective affiliates) pursuant to the merger agreement. On August 6, 2021, at a meeting of the Board held to evaluate the proposed merger, Citi rendered an oral opinion, confirmed by delivery of a written opinion dated August 6, 2021, to the Board to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi, the merger consideration to be received by holders of Company common stock (other than, as applicable, Parent, BAM, Merger Sub and their respective affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of Citi’s written opinion, dated August 6, 2021, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi, is attached as Annex B to this information statement and is incorporated into this information statement by reference. The description of Citi’s opinion set forth below is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion was provided for the information of the Board (in its capacity as such) in connection with its evaluation of the merger consideration from a financial point of view and did not address any other terms, aspects or implications of the merger. Citi expressed no view as to, and its opinion did not address, the underlying business decision of the Company to effect or enter into the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction that the Company might engage in or consider. Citi’s opinion is not intended to be and does not constitute a recommendation as to how the Board, any securityholder or any other party should vote or act on any matters relating to the proposed merger or otherwise.

In arriving at its opinion, Citi:

•        reviewed an execution version, provided to Citi on August 6, 2021, of the merger agreement;

•        held discussions with certain senior officers, directors and other representatives and advisors of the Company concerning the businesses, operations and prospects of the Company;

35

Table of Contents

•        reviewed certain publicly available and other business and financial information relating to the Company, including certain financial forecasts and other information and data relating to the Company provided to or discussed with Citi by the Company’s management;

•        reviewed the financial terms of the merger as set forth in the merger agreement in relation to, among other things, current and historical market prices and trading volumes of Company common stock, the financial condition and certain historical and projected financial and operating data of the Company, and the capitalization of the Company;

•        analyzed certain financial, stock market and other publicly available information relating to the businesses of certain other companies whose operations Citi considered relevant in evaluating those of the Company;

•        analyzed, to the extent publicly available, financial terms of certain other transactions that Citi considered relevant in evaluating the merger;

•        considered a third-party actuarial analysis provided to Citi by the Company relating to the Company’s life, annuity and health businesses; and

•        conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Citi deemed appropriate in arriving at its opinion.

At the direction of the Company, Citi was requested to approach, and Citi held discussions with, certain third parties to solicit indications of interest in the possible acquisition of the Company. In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the management and other representatives of the Company that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to the financial forecasts and other information and data that Citi was directed to utilize in its analyses, Citi was advised and Citi assumed, with the Company’s consent, that such financial forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company’s management as to, and were a reasonable basis upon which to evaluate, the future financial performance of the Company and the other matters covered thereby. Citi expressed no view or opinion as to any financial forecasts and other information or data (including underlying assumptions on which any such financial forecasts and other information or data were based) provided to or otherwise reviewed by or discussed with Citi.

Citi relied, at the Company’s direction, upon the assessments of the Company’s management as to, among other things, (i) the potential impact on the Company of macroeconomic, market, competitive and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the insurance industry, including the life insurance, annuities, health insurance and property and casualty sectors thereof, (ii) implications for the Company of the global COVID-19 pandemic, (iii) the financial strength ratings, capital requirements and amount of statutory capital and excess dividendable capital of the Company and the fair value and expected future performance of the Company’s investments and related matters, and (iv) existing and future agreements and other arrangements involving, and the ability to attract, retain and/or replace, key employees, policyholders and customers, reinsurers, derivatives counterparties, joint venture partners and other commercial relationships of the Company, and the Company’s relationships with regulators. Citi assumed, with the Company’s consent, that there would be no developments with respect to any such matters that would be meaningful in any respect to Citi’s analyses or opinion.

Citi did not make and, except for a third-party actuarial analysis relating to the Company’s life, annuity and health businesses, was not provided with an independent evaluation or appraisal of the Company or the assets or liabilities (whether related to investable assets or contingent, accrued, derivative or off-balance sheet liabilities or otherwise) of the Company or any other entity, and Citi did not make any physical inspection of the properties or assets of the Company or any other entity. Citi is not an actuary or expert in the evaluation of insurance policies and Citi’s services did not include any actuarial determination or evaluation of, or any attempt to evaluate, actuarial assumptions, allowances for losses or related matters and, accordingly, Citi made no analysis of, and expressed no view or opinion as to, among other things, the adequacy of reserves for losses, loss adjustment expenses, unearned premiums or uncollectible reinsurance. Citi did not evaluate the solvency or fair value of the Company or any other

36

Table of Contents

entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Citi expressed no view or opinion as to any actual or potential litigation, claims or governmental, regulatory or other proceedings, enforcement actions, consent or other orders or investigations or the potential impact thereof on the Company or any other entity. Citi assumed, with the Company’s consent, that the merger would be consummated in accordance with its terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, releases, waivers and agreements for the merger or otherwise, no delay, limitation, restriction, condition or other action, including any divestiture or other requirements, amendments or modifications, would be imposed or occur that would be meaningful in any respect to the merger or Citi’s analyses or opinion. Representatives of the Company advised Citi, and Citi also assumed, that the final terms of the merger agreement would not vary materially from those set forth in the execution version reviewed by Citi. Citi did not express any view or opinion as to the prices at which shares of Company common stock or any other securities of the Company would trade or otherwise be transferable at any time, including following the announcement or consummation of the merger. Citi did not express any view or opinion with respect to actuarial, accounting, tax, regulatory, legal or similar matters, including, without limitation, as to tax or other consequences of the merger or otherwise or changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting the Company or the merger, and Citi relied, with the Company’s consent, upon the assessments of representatives of the Company as to such matters.

Citi’s opinion addressed only the fairness, from a financial point of view and as of the date of such opinion, of the merger consideration (to the extent expressly specified therein), without regard to individual circumstances of specific holders (whether by virtue of control, voting or consent, liquidity, contractual arrangements or otherwise) that may distinguish such holders or the securities of the Company held by such holders, and Citi’s opinion did not in any way address proportionate allocation or relative fairness. Citi’s opinion did not address any other terms, aspects or implications of the merger, including, without limitation, the form or structure of the merger or any terms, aspects or implications of any stockholder written consent or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the merger or otherwise. Citi expressed no view as to, and its opinion did not address, the underlying business decision of the Company to effect or enter into the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction that the Company might engage in or consider. Citi also expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation or other consideration to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the merger consideration or otherwise. Citi’s opinion was necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Citi as of the date of its opinion. Although subsequent developments may affect its opinion, Citi has no obligation to update, revise or reaffirm its opinion. As the Board was aware, the credit, financial and stock markets, the industry in which the Company operates and the securities of the Company have experienced and may continue to experience volatility and disruptions, including from the COVID-19 pandemic, and Citi expressed no view or opinion as to any potential effects of such volatility or disruptions on the Company or the merger. The issuance of Citi’s opinion was authorized by Citi’s fairness opinion committee.

In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below is not a complete description of Citi’s opinion or the analyses underlying, and factors considered in connection with, Citi’s opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Citi arrived at its ultimate opinion based on the results of all analyses and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Citi believes that the analyses must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying such analyses and its opinion.

In its analyses or other methodologies undertaken, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of the Company. No company, business or transaction reviewed is identical or directly

37

Table of Contents

comparable to the merger or the Company and an evaluation of these analyses or methodologies is not entirely mathematical; rather, such analyses and methodologies involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or the results from any particular analysis or methodology.

The estimates contained in Citi’s analyses or other methodologies undertaken and the ranges resulting from any particular analysis or methodology are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses or methodologies. In addition, analyses or other methodologies relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi’s analyses or other methodologies are inherently subject to substantial uncertainty.

Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the merger. The type and amount of consideration payable in the merger were determined through negotiations between the Company and Parent and the decision of the Company to enter into the merger agreement was solely that of the Board. Citi’s opinion was only one of many factors considered by the Board in its evaluation of the merger consideration and should not be viewed as determinative of the views of the Board or the Company’s management with respect to the merger or the consideration payable in the merger.

Financial Analyses

The summary of the financial analyses described below under this heading “— Financial Analyses” is a summary of the material financial analyses reviewed with the Board and performed by Citi in connection with Citi’s opinion, dated August 6, 2021. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, Citi, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Citi. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Future results may be different from those described and such differences may be material.

Selected Public Companies Analyses.    Citi performed selected public companies analyses of the Company both on a consolidated basis and, given the Company’s business mix and the limited number of multi-line insurance companies for comparative purposes, a sum-of-the-parts basis in which Citi reviewed certain financial and stock market information relating to the Company and the selected publicly traded companies listed below.

Consolidated.    In its consolidated selected public companies analysis of the Company, Citi reviewed certain financial and stock market information relating to the Company and the following two selected publicly traded companies with operations in the insurance industry that Citi considered generally relevant, referred to as the “selected multi-line insurance companies”:

Selected Multi-line Insurance Companies

•        Horace Mann Educators Corporation

•        Kemper Corporation

Citi reviewed, among other information, closing stock prices on August 5, 2021 as multiples of calendar year 2022 estimated operating income per share adjusted for one-time non-recurring items and non-core operations, as applicable, referred to as “earnings per share,” and latest quarter book value per share excluding accumulated other comprehensive income, referred to as “book value per share.” Financial data of the selected multi-line insurance companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of the Company was based on financial forecasts and other information and data provided by the Company’s management, public filings and other publicly available information.

38

Table of Contents

The overall low to high calendar year 2022 estimated earnings multiples observed for the selected multi-line insurance companies were 11.6x to 11.9x (with a median of 11.8x). Citi then applied selected calendar year 2022 estimated earnings multiples of 10.5x to 12.5x to the Company’s calendar year 2022 estimated adjusted operating income, taking into account the potential for a special dividend absent a transaction, a portion of which would require regulatory approval, as contemplated by financial forecasts provided by the Company’s management, referred to as the “special dividend.”

The overall low to high latest quarter book value per share multiples observed for the selected multi-line insurance companies were 1.07x to 1.08x (with a median of 1.07x) and for the selected life & annuity companies (as defined below under “— Selected Public Companies Analyses — Sum-of-the-Parts”) were 0.81x to 3.24x (with a median of 1.25x). Citi also considered the linear regression of the calendar year 2022 estimated return on average equity excluding accumulated other comprehensive income, referred to as “AOCI,” and the observed latest quarter book value per share multiples, noting that the calendar year 2022 estimated return on average equity excluding AOCI ranged from approximately 7.6% to 8.5% (with a median of 8.0%) for the selected multi-line insurance companies and approximately 5.0% to 22.0% (with a median of 11.8%) for the selected life and annuity companies relative to the Company’s calendar year 2022 estimated return on average equity excluding AOCI of 4.5% based on financial forecasts provided by the Company’s management. Citi then applied selected latest quarter book value per share multiples of 0.40x to 0.60x to the Company’s book value excluding AOCI as of June 30, 2021, taking into account the special dividend.

Sum-of-the-Parts.    In its sum-of-the-parts selected public companies analysis of the Company, Citi reviewed certain financial and stock market information relating to the Company and the following seven selected publicly traded companies with operations in the insurance industry that Citi considered generally relevant, consisting of four life and annuity companies, referred to as the “selected life and annuity companies,” and three property and casualty insurance companies, referred to as the “selected property and casualty insurance companies”:

Selected Life and Annuity Companies

•        American Equity Investment Life Holding Company

•        CNO Financial Group, Inc.

•        Globe Life Inc.

•        Primerica, Inc.

Selected Property and Casualty Insurance Companies

•        Mercury General Corporation

•        The Allstate Corporation

•        The Hanover Insurance Group, Inc.

Citi reviewed, among other information, closing stock prices on August 5, 2021 as multiples of calendar year 2022 estimated earnings per share and latest quarter book value per share. Financial data of the selected life and annuity companies and selected property and casualty insurance companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of the Company was based on financial forecasts and other information and data provided by the Company’s management, public filings and other publicly available information.

The overall low to high calendar year 2022 estimated earnings multiples observed for the selected life and annuity companies and the selected property and casualty insurance companies were 6.7x to 11.7x (with a median of 10.7x) and 10.2x to 17.3x (with a median of 12.9x), respectively. Citi then applied selected calendar year 2022 estimated earnings multiples to the Company’s calendar year 2022 estimated adjusted operating income attributable to its life, annuity and health and its property and casualty insurance businesses of 9.5x to 11.5x and 12.0x to 14.0x, respectively, taking into account the special dividend.

The overall low to high latest quarter book value per share multiples observed for the selected life and annuity companies and the selected property and casualty insurance companies were 0.81x to 3.24x (with a median of 1.25x)

39

Table of Contents

and 1.50x to 1.67x (with a median of 1.59x), respectively. Citi also considered the linear regression of the calendar year 2022 estimated return on average equity excluding AOCI and the observed latest quarter book value per share multiples, noting that the calendar year 2022 estimated return on average equity excluding AOCI for the selected life and annuity companies ranged from approximately 5.0% to 22.0% (with a median of 11.8%) relative to the calendar year 2022 estimated return on average equity excluding AOCI for the Company’s life, annuity and health insurance businesses of 3.7% based on financial forecasts provided by the Company’s management. Citi then applied selected latest quarter book value per share multiples to the Company’s book value as of June 30, 2021 attributable to its life, annuity and health and its property and casualty insurance businesses of 0.30x to 0.50x and 1.55x to 1.65x, respectively, taking into account the special dividend.

These analyses, both on a consolidated basis and sum-of-the-parts basis, indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the merger consideration:


Implied Per Share Equity Value Reference Ranges Based On:

 

Merger Consideration

Consolidated

 

Sum-of-the-Parts

   

CY2022E Adj.
Operating Income

 

June 30, 2021
Book Value

 

CY2022E Adj.
Operating Income

 

June 30, 2021
Book Value

   

$138.06 – $157.83

 

$118.57 – $160.75

 

$137.98 – $157.76

 

$164.36 – $201.18

 

$190.00

Selected Precedent Transactions Analysis.    Citi performed a selected precedent transactions analysis of the Company on a sum-of-the-parts basis in which, using publicly available information, Citi reviewed financial data relating to the following ten selected transactions that Citi considered generally relevant, including six selected transactions involving target companies with operations in the life and annuity industry, collectively referred to as the “selected life and annuity precedent transactions,” and four selected transactions involving target companies with operations in the property and casualty insurance industry, collectively referred to as the “selected property and casualty insurance precedent transactions” and, together with the selected life and annuity precedent transactions, as the “selected precedent transactions”:

Selected Life and Annuity Precedent Transactions

Announcement Date

 

Acquiror

 

Target

March 2021

 

•   Apollo Global Management, Inc.

 

•   Athene Holding Ltd.

January 2021

 

•   Massachusetts Mutual Life Insurance Company

 

•   Great American Life Insurance Company

January 2021

 

•   Farm Bureau Property & Casualty Insurance Company

 

•   FBL Financial Group, Inc.

July 2020

 

•   KKR & Co. Inc.

 

•   Global Atlantic Financial Group Limited

February 2020

 

•   Fidelity National Financial, Inc.

 

•   FGL Holdings

October 2016*

 

•   China Oceanwide Holdings Group Co., Ltd.

 

•   Genworth Financial, Inc.

____________

* (Reviewed for informational reference given that the transaction was terminated.)

Selected Property and Casualty Insurance Precedent Transactions

Announcement Date

 

Acquiror

 

Target

July 2021

 

•   Liberty Mutual Holding Company Inc.

 

•   State Auto Financial Corporation

November 2020

 

•   Kemper Corporation

 

•   American Access Casualty Company

September 2020

 

•   State Farm Mutual Automobile Insurance Company

 

•   GAINSCO, Inc.

July 2020

 

•   The Allstate Corporation

 

•   National General Holdings Corporation

Citi considered, among other information, transaction values, based on the consideration paid or payable to stockholders in the selected precedent transactions, to the extent publicly available and not a terminated transaction,

40

Table of Contents

as a multiple of the target company’s most recently disclosed last 12 months earnings from operations, referred to as “LTM earnings,” as of the announcement date of the relevant transaction. Financial data of the selected precedent transactions were based on publicly available public filings and other publicly available information. Financial data of the Company was based on public filings and other publicly available information.

The low to high LTM earnings multiples observed for the selected life and annuity precedent transactions were 6.8x to 16.4x (with a median of 8.9x) and for the selected property and casualty insurance precedent transactions were 8.4x to 17.6x (with a median of 12.7x). Citi applied selected ranges of LTM earnings multiples to the Company’s LTM adjusted operating income (as of June 30, 2021) attributable to its life, annuity and health and its property and casualty insurance businesses of 8.0x to 10.0x and 12.0x to 14.0x, respectively, taking into account the special dividend.

This analysis indicated the following approximate implied per share equity value reference range for the Company, as compared to the merger consideration:

Implied Per Share Equity Value Reference Range

 

Merger Consideration

$146.56 – $169.77

 

$190.00

Discounted Cash Flow Analyses.    Citi performed discounted cash flow analyses of the Company both on a consolidated basis and, given the Company’s business mix, a sum-of-the-parts basis.

Consolidated.    In its consolidated discounted cash flow analysis of the Company, Citi calculated the estimated present value (as of June 30, 2021) of the unlevered, after-tax free cash flows that the Company was forecasted to generate during the second half of the fiscal year ending December 31, 2021 through the full fiscal year ending December 31, 2025 taking into account the special dividend based on financial forecasts provided by the Company’s management. Citi calculated implied terminal values for the Company by applying to the Company’s terminal year levered, after-tax adjusted operating income a selected range of terminal multiples of 10.5x to 12.5x. The present values (as of June 30, 2021) of the cash flows and terminal values were then calculated using a selected range of discount rates of 9.1% to 10.5%.

Sum-of-the-Parts.    In its sum-of-the-parts discounted cash flow analysis of the Company, Citi calculated the estimated present value (as of June 30, 2021) of the unlevered, after-tax free cash flows that the Company’s property and casualty business was forecasted to generate during the second half of the fiscal year ending December 31, 2021 through the full fiscal year ending December 31, 2025 based on financial forecasts provided by the Company’s management. Citi calculated implied terminal values for such business by applying to the terminal year levered, after-tax adjusted operating income of such business a selected range of terminal multiples of 12.0x to 14.0x. The present values (as of June 30, 2021) of the cash flows and terminal values were then calculated using a selected range of discount rates of 9.1% to 10.5%. Citi also took into account the present value (as of December 31, 2020) of the Company’s life, annuity and health insurance businesses as reflected in a third-party actuarial analysis (the Milliman analysis) provided by the Company’s management rolled forward through June 30, 2021 and allocated operating expenses per the Company’s management, utilizing a selected range of discount rates of 9.1% to 10.5%.

These analyses, both on a consolidated basis and a sum-of-the-parts basis, indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the merger consideration:

Implied Per Share Equity Value Reference Ranges Based On:

 

Merger Consideration

Consolidated Discounted
Cash Flow Analysis

 

Sum-of-the-Parts Discounted
Cash Flow Analysis

   

$185.14 – $209.25

 

$183.16 – $206.38

 

$190.00

Certain Additional Information

Citi also observed certain additional information that was not considered part of its financial analyses with respect to its opinion but was noted for informational purposes, including the following:

•        historical closing prices of Company common stock during the 52-week period ended August 5, 2021, which indicated low and high closing prices of Company common stock of $66.52 per share and $169.50 per share, respectively, and during the 52-week period ended May 10, 2021 (regarded by the Company as the last unaffected closing stock price prior to announcement of the merger agreement in

41

Table of Contents

light of the May 11, 2021 Reuters report that the Company was exploring strategic alternatives), which indicated low and high closing prices of Company common stock of $66.52 per share and $122.56 per share, respectively; and

•        approximate implied per share equity value reference ranges for the Company after taking into account illustrative leverage of 20% and the Company’s estimated cost of debt, which indicated (a) using the methodologies described above under “— Selected Public Companies Analysis,” approximate implied per share equity value reference ranges for the Company (i) based on calendar year 2022 estimated adjusted operating income of $169.74 to $187.52 per share on a consolidated basis and $170.03 to $187.81 per share on a sum-of-the-parts basis, and (ii) based on book value as of June 30, 2021 of $143.88 to $177.62 per share on a consolidated basis and $180.51 to $209.97 per share on a sum-of-the-parts basis, and (b) using the methodology described above under “— Selected Precedent Transactions Analysis,” an approximate implied per share equity value reference range for the Company of $179.72 to $200.94 per share.

Miscellaneous

The Company has agreed to pay Citi for its services in connection with the proposed merger an aggregate fee currently estimated to be $40 million, of which a portion was payable upon delivery of Citi’s opinion and $37 million is payable contingent upon consummation of the merger. In addition, the Company agreed to reimburse Citi for Citi’s expenses, including fees and expenses of counsel, and to indemnify Citi and related parties against certain liabilities, including liabilities under federal securities laws, arising from Citi’s engagement.

As the Board was aware, Citi and its affiliates have not provided investment banking, commercial banking or other similar financial services to the Company unrelated to the proposed merger or to Parent during the two-year period prior to the date of Citi’s opinion for which Citi and its affiliates received compensation. Citi and its affiliates in the future may provide such services to the Company, Parent and/or their respective affiliates, for which services Citi and its affiliates would expect to receive compensation. As the Board also was aware, Citi and its affiliates in the past have provided, currently are providing and in the future may provide investment banking, commercial banking and other similar financial services to Parent’s investment manager, BAM, and/or certain of BAM’s affiliates and portfolio companies, for which services Citi and its affiliates received and expect to receive compensation, including, during the approximately two-year period prior to the date of Citi’s opinion, having acted or acting as (i) a financial advisor to BAM and/or certain of its affiliates or portfolio companies in connection with certain acquisition and sale transactions, (ii) a joint lead manager, co-manager, bookrunner and/or placement agent for certain debt and equity offerings of certain affiliates and/or portfolio companies of BAM, (iii) sole broker for a block trade on behalf of an affiliate of BAM with respect to certain equity investments, and (iv) an arranger or structurer in connection with, and as a lender under, certain credit facilities of BAM and/or certain of its affiliates or portfolio companies, for which services described in clauses (i) through (iv) above, Citi and its affiliates received during such approximately two-year period aggregate fees of approximately $48 million. In the ordinary course of business, Citi and its affiliates may actively trade or hold the securities or financial instruments (including loans and other obligations) of the Company, Parent, BAM and/or their respective affiliates and portfolio companies, as the case may be, for their own account or for the account of customers and, accordingly, may at any time hold a long or short position or otherwise effect transactions in such securities or financial instruments. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with the Company, Parent, BAM and/or their respective affiliates and portfolio companies, as the case may be.

The Company selected Citi to act as its financial advisor in connection with the proposed merger based on, among other things, Citi’s reputation, experience and extensive knowledge of the insurance industry. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

42

Table of Contents

Stockholder Approval of the Merger

The adoption of the merger agreement by the Company stockholders required the affirmative written consent or vote of stockholders holding a majority of the outstanding shares of Company common stock. There were 26,887,200 shares of Company common stock outstanding and entitled to give consent or vote in favor of the adoption of the merger agreement as of the time of execution of the merger agreement on August 6, 2021, and no additional shares of Company common stock have been issued since that date.

Following the execution of the merger agreement, the Consenting Stockholders executed and delivered to the Company their respective Stockholder Written Consents. Collectively, the Consenting Stockholders own 59.8% of the issued and outstanding shares of Company common stock, thereby constituting a majority of those shares. A third entity, MMRI, also executed and delivered to the Company, at such time, its Stockholder Written Consent, in the same form as the written consents delivered by Trust 57 and The Moody Foundation. MMRI does not own any shares of Company common stock, but holds a contingent right to receive a portion of the shares of Company common stock currently owned by Trust 57, if such trust is terminated.

As a result of the execution and delivery of the Stockholder Written Consents, the holders of at least a majority of the outstanding shares of Company common stock have approved and adopted the merger agreement. As a result, the stockholder approval required to adopt and approve the merger agreement has been obtained. No further approval or action of the stockholders of the Company is required to adopt and approve the merger agreement and the transactions contemplated thereby, including the merger, and the Company will not be soliciting your vote to approve the adoption of the merger agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the merger agreement and the transactions contemplated thereby, including the merger.

When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action to those stockholders who did not consent in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting. This information statement and the notice attached hereto constitute notice from the Company, as required by Section 228(e) of the DGCL, to the persons who were stockholders of the Company on August 24, 2021 (other than the Consenting Stockholders) of action by the Stockholder Written Consents.

Certain Prospective Unaudited Financial and Operating Information of the Company

American National does not, as a matter of general practice, publicly disclose detailed internal projections of its future financial performance. American National’s management, however, as part of the Company’s ordinary course strategic and business planning efforts, prepared forecasts and projections for internal use in April 2021, which were reviewed and approved by the Board in May 2021 (the “Company Management Projections”).

The Company Management Projections were not prepared with a view to public disclosure and are included in this information statement only because such information was (i) made available to Parent and certain of its representatives in connection with Parent’s due diligence review of American National and (ii) provided to the Board in connection with its evaluation of the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Company Management Projections also were provided to the Company’s financial advisor, Citi, for its use and reliance in connection with its financial analyses and opinion as described in the section titled “The Merger — Opinion of the Company’s Financial Advisor” above.

The Company Management Projections were not prepared with a view to compliance with generally accepted accounting principles (“GAAP”), as applied in the United States, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither American National’s independent registered public accounting firm, nor any other independent accounting firm, has audited, reviewed, compiled, examined or performed any procedures with respect to the Company Management Projections included below, nor has any such firm expressed any opinion or any other form of assurance on such information, and no such firm assumes any responsibility for, and expresses no opinion on, the Company Management Projections.

43

Table of Contents

A summary of the adjusted operating income of the Company and its consolidated subsidiaries, based on the Company Management Projections, is set forth below (amounts reflect rounding):

 

Adjusted Operating Income
(unaudited)

(dollars in millions)

 

2021E

 

2022E

 

2023E

 

2024E

 

2025E

 

2026E

Operating Income (After-Tax)(1)

 

$

210

 

 

$

240

 

 

$

285

 

 

$

296

 

 

$

308

 

 

$

320

 

Plus: After-Tax Earnings from ANTAC(2)

 

 

19

 

 

 

42

 

 

 

46

 

 

 

47

 

 

 

49

 

 

 

51

 

Plus: After-Tax Realized Gains/(Losses)

 

 

0

 

 

 

13

 

 

 

13

 

 

 

14

 

 

 

14

 

 

 

15

 

Less: After-Tax Lost Net Investment Income from Special Dividend(3)

 

 

0

 

 

 

(29

)

 

 

(29

)

 

 

(29

)

 

 

(29

)

 

 

(29

)

Adjusted Operating Income (After-Tax)

 

$

229

 

 

$

266

 

 

$

314

 

 

$

328

 

 

$

342

 

 

$

357

 

Less: After-Tax Interest Expense(4)

 

 

(27

)

 

 

(27

)

 

 

(27

)

 

 

(27

)

 

 

(27

)

 

 

(27

)

Levered Adjusted Operating Income (After-Tax)(4)

 

$

203

 

 

$

239

 

 

$

287

 

 

$

301

 

 

$

315

 

 

$

330

 

____________

(1)      This measure is a non-GAAP definition of earnings and is not based on accounting principles generally accepted in the United States. This non-GAAP measure is used by the Company to enhance comparability between periods and to eliminate the impact of net gains (losses), both realized and unrealized, on equity securities, changes in credit losses, and earnings (losses) from our equity in earnings of unconsolidated real estate joint ventures and other investments in non-controlling interests.

(2)      ANTAC LLC is an indirect wholly-owned subsidiary of the Company that holds various real estate-related investments, developments and operations conducted through wholly-owned subsidiaries and limited partnerships.

(3)      Assumes $920 million special dividend at the beginning of the period and 4.0% yield.

(4)      Reflects an illustrative 20% debt-to-total capital leverage ratio and estimated cost of debt of 3% for the Company as provided by the Company’s management, for informational purposes, to the Board and the Company’s financial advisor.

A summary of the unlevered free cash flow of the Company and its consolidated subsidiaries, based on the Company Management Projections, is set forth below (amounts reflect rounding):

 

Unlevered Free Cash Flow
(unaudited)

(dollars in millions)

 

2H’21E

 

2022E

 

2023E

 

2024E

 

2025E

 

Terminal
Year

Operating Income (Pre-Tax)(1)

 

$

184

 

 

$

303

 

 

$

360

 

 

$

375

 

 

$

390

 

 

 

 

Plus: Earnings from ANTAC(2)

 

 

12

 

 

 

53

 

 

 

58

 

 

 

60

 

 

 

62

 

 

 

 

Plus: Realized Gains/(Losses)

 

 

5

 

 

 

17

 

 

 

16

 

 

 

17

 

 

 

18

 

 

 

 

Lost Net Investment Income from Special Dividend(3)

 

 

0

 

 

 

(37

)

 

 

(37

)

 

 

(37

)

 

 

(37

)

 

 

 

EBIT

 

$

201

 

 

$

337

 

 

$

398

 

 

$

415

 

 

$

433

 

 

 

 

Less: Cash Taxes

 

 

(42

)

 

 

(71

)

 

 

(84

)

 

 

(87

)

 

 

(91

)

 

 

 

Plus: Depreciation and Amortization

 

 

22

 

 

 

43

 

 

 

43

 

 

 

44

 

 

 

45

 

 

 

 

Less: Capital Expenditures

 

 

(22

)

 

 

(40

)

 

 

(40

)

 

 

(40

)

 

 

(40

)

 

 

 

Unlevered Free Cash Flow

 

$

159

 

 

$

269

 

 

$

318