Item 7.01 Regulation FD Disclosure.
On July 14, 2021, The Blackstone Group Inc. (“Blackstone”) issued a press release announcing the transaction described below under Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Furthermore, such information shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing or document.
Item 8.01 Other Events.
On July 14, 2021, Argon Holdco LLC (“Buyer”), an entity affiliated with Blackstone, entered into a stock purchase agreement (the “Stock Purchase Agreement”) with American International Group, Inc. (“AIG”), pursuant to which Buyer has agreed to acquire a 9.9% equity interest in SAFG Retirement Services, Inc. (the “Company”) for an aggregate purchase price of $2.2 billion in cash, subject to purchase price adjustments (the “Transaction”). The Company is expected to be the parent company of AIG’s life and retirement business (“AIG L&R”) at the time of the anticipated initial public offering of AIG L&R, which AIG has previously announced it is pursuing.
In connection with the closing of the Transaction contemplated by the Stock Purchase Agreement, Blackstone ISG-I Advisors L.L.C. (the “Investment Manager”) will enter into a long-term strategic asset management partnership with certain subsidiaries of the Company, pursuant to which the Investment Manager will serve as the exclusive external manager for such subsidiaries with respect to the following asset classes within their investment portfolio: (1) non-agency residential mortgage-backed securities, commercial mortgage-backed securities and asset-backed securities; (2) collateralized loan and debt obligations, leveraged loans and certain other loans; (3) asset-backed whole loans and direct lending; (4) private high grade, project finance, including renewable energy, and other long-dated investments; and (5) alternatives, including real estate equity (the “SMA Agreement”). Pursuant to the SMA Agreement, the Company has agreed to have the Investment Manager manage an initial $50 billion of assets under management of the Company and its subsidiaries, with such amount increasing to $92.5 billion over years two through six of the SMA Agreement’s initial commitment period. The capital is expected to be primarily invested in Blackstone-originated assets. Following the initial commitment period of six years, the strategic asset management partnership will renew subject to long-term relative performance measures by asset class.
In connection with the Transaction, Blackstone will be entitled to one seat on the board of directors of the Company. Subsequent to the anticipated initial public offering of AIG L&R, Blackstone will hold publicly traded common stock subject to certain phased lock-up provisions.
Consummation of the Transaction is subject to the satisfaction or waiver of certain closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the entry into the SMA Agreement.
