The gross consideration to be paid by the Buyer to the Sellers will be an amount in cash equal to approximately $220 million, subject to adjustment as specified in the Purchase Agreement. Under the terms of the Purchase Agreement, prior to the consummation of the sale of the Companies to the Buyer, AIH or another subsidiary of the Registrant will contribute to ALNY an amount in cash equal to approximately $660 million. (the “ ALIC Sale ”), as described in the Registrant’s Current Report on Form 8-K dated January 26, 2021, will result in the Registrant’s and its affiliates’ divestiture of substantially all of its life and annuities business.

The Transaction, together with the pending, previously announced sale of ALIC and Allstate Assurance Company to Antelope US Holdings Company, an affiliate of an investment fund associated with the Blackstone Group Inc. Pursuant to the terms of the Purchase Agreement, the Buyer has agreed to acquire all of the shares of the capital stock of Allstate Life Insurance Company of New York, a wholly owned subsidiary of ALIC (“ ALNY ”), and Intramerica Life Insurance Company, a wholly owned subsidiary of AFIHC (together with ALNY, the “ Companies ”) (together with the other transactions contemplated by the Purchase Agreement, the “ Transaction ”). On March 29, 2021, Allstate Life Insurance Company (“ ALIC ”), an indirect wholly owned subsidiary of The Allstate Corporation (the “ Registrant ”), Allstate Insurance Holdings, LLC (“ AIH ”), a direct wholly owned subsidiary of the Registrant, Allstate Financial Insurance Holdings Corporation (“ AFIHC ” and, together with ALIC and AIH, each a “ Seller ” and, together, the “ Sellers ”), a direct wholly owned subsidiary of the Registrant, and Allstate Insurance Company (“ AIC ”, and together with the Sellers, the “ Seller Parties ”), an indirect wholly owned subsidiary of the Registrant, entered into a definitive Stock Purchase Agreement (the “ Purchase Agreement ”) with Wilton Reassurance Company, an insurance company organized under the laws of the State of Minnesota (the “ Buyer ”).

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