SPRINGFIELD, Mass.–(BUSINESS WIRE)–Massachusetts Mutual Life Insurance Company (“MassMutual”) announced today it has entered into a definitive agreement with American Financial Group, Inc. (NYSE:AFG) to purchase its wholly owned subsidiary, Great American Life Insurance Company (“Great American Life”), and other subsidiaries and affiliated entities, which primarily offer traditional fixed and fixed indexed annuity products.

The purchase price is $3.5 billion, subject to adjustment at closing. The transaction is expected to close in the second quarter of 2021, subject to regulatory and other necessary approvals. Upon the close of the transaction, Great American Life will operate as an independent subsidiary of MassMutual.

Great American Life is a highly respected leader in the annuity market, known for its competitive product suite, excellent customer service, and deep distribution relationships with banks, independent agents, and independent broker-dealers. This transaction significantly advances MassMutual’s strategy as Great American Life complements the company’s existing annuity business by broadening and diversifying its product and distribution capabilities, allowing MassMutual to reach more customers in need of lifetime income solutions. In addition, Great American Life will provide MassMutual with another diversified source of earnings, helping to deliver additional value to its policyowners and position the company for long-term growth.

“This acquisition is an excellent strategic fit for MassMutual that will broaden our product offerings, expand our distribution, and generate additional earnings, allowing us to build a true lifetime income franchise and deliver ongoing value to our policyowners and customers,” said Roger Crandall, Chairman, President and CEO, MassMutual. “With MassMutual’s enduring financial strength, broad investment capabilities, and end-to-end digital experience, we will build on the outstanding leadership position that the talented and dedicated Great American Life team has built over generations, enabling us to help even more people secure their future and protect the ones they love.”

S. Craig Lindner, AFG’s Co-Chief Executive Officer, commented, “This transaction presents an excellent opportunity for Great American Life and MassMutual to be one of the leading providers of traditional fixed and indexed annuities in major distribution channels and markets. In fact, MassMutual has among the highest insurance financial strength ratings, which we believe will result in enhanced distributor recruitment and policyholder retention.”

Great American Life will continue to be led by its current president, Mark Muething, and its more than 600 employees will remain headquartered in Cincinnati as part of the transaction.

Debevoise & Plimpton LLP served as legal counsel to MassMutual. Skadden, Arps, Slate, Meagher & Flom LLP and Keating Muething & Klekamp PLL served as legal counsel to AFG.

About MassMutual

MassMutual is a leading mutual life insurance company that is run for the benefit of its members and participating policyowners. Founded in 1851, the company has been continually guided by one consistent purpose: we help people secure their future and protect the ones they love. With a focus on delivering long-term value, MassMutual offers a wide range of protection, accumulation, wealth management and retirement products and services. For more information, visit massmutual.com.

About American Financial Group, Inc.

American Financial Group is an insurance holding company, based in Cincinnati, Ohio. Through the operations of Great American Insurance Group, AFG is engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses, and in the sale of traditional fixed and indexed annuities in the retail, financial institutions, broker-dealer, and registered investment advisor markets. Great American Insurance Group’s roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.