Securities Exchange Act of 1934
Rules 13e-4(d)(1) and 13e-4(f)(1)(ii)
Rule 14e-1(b)

August 23, 2013

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Via Facsimile & U.S. Mail
Brian V. Breheny, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005-2111

Re: VWAP Pricing in Issuer Cash and Common Stock Exchange Offers by American Equity Investment Life Holding Company

Dear Mr. Breheny:

We are responding to your letter dated August 23, 2013 addressed to Michele M. Anderson and Perry J. Hindin, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and facts presented in your letter, the staff of the Division of Corporation Finance will not recommend that the Securities and Exchange Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(f)(1)(ii) and 14e-1(b) under the Exchange Act if the Company conducts the Offers by using the Pricing Mechanisms as described in your letter. In issuing this no-action position, we considered the following facts, among others:

• each Prospectus will disclose the Pricing Mechanism for determining the final purchase price per Subject Security that is equal to the sum of 95% of the Parity Value plus a fixed amount of cash (together with any accrued and unpaid interest);
   
• each Prospectus will include an illustrative table showing calculations of the purchase price;
   
• each Prospectus will disclose a fixed minimum purchase price that will be paid by the Company for each Subject Security tendered and purchased;
   
• the Pricing Mechanisms and the minimum price will remain fixed throughout the duration of the Offers; and, if there is a change in a Pricing Mechanism or the minimum price, the applicable Offer will remain open for at least 10 business days;
   
• the Common Stock used as the reference security in the Pricing Mechanisms is listed on the New York Stock Exchange;
   
• the Company’s belief that the value of the Subject Securities is directly correlated to the trading price of the Common Stock;
   
• the Company will publish the daily indicative calculated purchase prices per Subject Security on a webpage maintained for each Offer and has provided a toll-free number that holders of the Subject Securities can use to obtain pricing related information;
   
• the Company will publish the final purchase prices on each Offer webpage and in a press release no later than 4:30 p.m., New York City time, on the Expiration Date of the Offers, and electronically file that information on an amended Schedule TO;
   
• the Company will make available forms of VOI and notice of withdrawal in its printed offering materials and on each Offer webpage, will permit tenders and withdrawals to be made until midnight on the Expiration Date, and will disclose the procedures for making tenders and withdrawals in the offering materials;
   
• each Prospectus will include disclosure informing beneficial holders of the Subject Securities that they must make arrangements with their brokers or similar institutions for such brokers or similar institutions to fax a VOI or notice of withdrawal (as applicable) to the Depositary on such beneficial holders’ behalf prior to midnight, New York City time, on the applicable Offer’s Expiration Date; and
   
• each Prospectus will disclose that the Company is seeking to buy any and all of the Subject Securities.

The foregoing no-action position is based solely on your representations and the facts presented in your letter dated August 23, 2013, as supplemented by telephone conversations with the staff. Any different facts or circumstances may require a different conclusion. This relief is strictly limited to the application of Rules 13e-4(d)(1), 13e-4(f)(1)(ii) and 14e-1(b) to the Company’s use of the Pricing Mechanisms. This response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented. The Company should discontinue the Offers pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rules 10b-5, 13e-4(j) and 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Offers. The Division of Corporation Finance expresses no view with respect to any other questions that the Offers may raise, including any questions relating to the adequacy of the disclosure regarding, and the applicability of any other federal or state laws to, the Pricing Mechanisms or the Offers.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/american-equity-investment-082313-13e4.htm