AIG Announces Early Participation Results of Its Tender Offers and Extends the Total Consideration Payment and Certain Consent Solicitations
The Tender Offers and Consent Solicitations are being made pursuant to AIG’s Offer to Purchase and Consent Solicitation Statement for the SunAmerica Notes (as defined below), dated
The Tender Offers consist of an offer to purchase any and all of the following series of notes:
Title |
Original Issuer |
CUSIP No. |
7.57% Junior Subordinated Deferrable Interest Debentures, Series A |
|
00138GAB5 |
8 1/8% Junior Subordinated Deferrable Interest Debentures, Series B |
|
00138GAC3 |
7 ½% Notes due 2025 |
|
026351AU0 |
6 5/8% Notes due 2029 |
|
026351AZ9 |
8 ½% Junior Subordinated Debentures due 2030 |
|
00138GAA7 |
8.125% Debentures due 2023 |
|
866930AB6 |
7.05% Notes due 2025 |
|
86703QBJ9 |
7.00% Notes due 2026 |
|
86703QBN0 |
5.60% Debentures due 2097 |
|
866930AG5 |
_____________________ | ||
(1) |
The current obligor for this series of notes is |
|
(2) |
The current obligor for this series of notes is AIG (as successor to |
Additionally, the Consent Solicitations consist of solicitation of consents to certain proposed amendments to (i) the indenture under which the four series of notes were originally issued by
In addition to the results of the Tender Offers and Consent Solicitations as of the Early Tender Time (as defined below), AIG today announced that:
- it is extending the period for holders of the SunAmerica Notes and the Series A Notes (collectively, the “Extended Consent Notes”) to deliver consents until
11:59 p.m. ,New York City time, onJune 8, 2021 ; and - it is extending the payment of the Total Consideration to any tenders received on or before
11:59 p.m. ,New York City time, onJune 8, 2021 .
Results of the Tender Offers and Solicitations of Consents as of the Early Tender Time and Original Consent Expiration Time
As previously announced, the early tender time for the Tender Offers was
As of the Early Tender Time, the principal amount of notes of each series outstanding and validly tendered and not validly withdrawn and the Total Consideration per
Title |
Original Issuer |
Principal Amount Outstanding |
Principal Amount Tendered |
Percent of Amount Outstanding Tendered |
Early Tender Payment(1) |
Total Consideration(2) |
7.57% Junior Subordinated Deferrable Interest Debentures, Series A |
|
|
|
14.37% |
|
|
|
|
|
|
|
||
8 1/8% Junior Subordinated Deferrable Interest Debentures, Series B |
|
|
|
33.02% |
|
|
|
|
|
|
|
||
7 ½% Notes due 2025 |
|
|
|
25.14% |
|
|
|
|
|
|
|
||
6 5/8% Notes due 2029 |
|
|
|
32.49% |
|
|
|
|
|
|
|
||
8 ½% Junior Subordinated Debentures due 2030 |
|
|
|
51.92% |
|
|
|
|
|
|
|
||
8.125% Debentures due |
|
|
|
20.59% |
|
|
|
|
|
|
|
||
7.05% Notes due 2025 |
|
|
|
8.12% |
|
|
|
|
|
|
|
||
7.00% Notes due 2026 |
|
|
|
5.66% |
|
|
|
|
|
|
|
||
5.60% Debentures due 2097 |
|
|
|
89.16% |
|
|
____________________ | ||
(1) |
Per |
|
(2) |
Per |
|
(3) |
The press release issued by AIG on |
Additionally, AIG announced the successful completion as of the Original Consent Expiration Time of its previously announced Consent Solicitation for the Series B Notes of
Extension of the Total Consideration for all Notes Tendered Prior to the Expiration Time
AIG is extending the payment of the Total Consideration to all notes that are validly tendered and not withdrawn on or before
Holders must validly tender their notes on or before the Expiration Time in order to be eligible to receive the Total Consideration.
Extension of Consent Solicitation for Extended Consent Notes
AIG is also extending the period for holders of the Extended Consent Notes to deliver consents, until the Expiration Time.
Holders of Extended Consent Notes may:
- tender their Extended Consent Notes and thereby deliver the related consents pursuant to the respective Offer to Purchase and Consent Solicitation Statement on or before the Expiration Time; or
- deliver consents without tendering their Extended Consent Notes, pursuant to the respective Offer to Purchase and Consent Solicitation Statement, on or before the Expiration Time.
Holders of Extended Consent Notes that deliver consents without tendering the related notes at or prior to the Expiration Time will be eligible to receive a “Consent Payment” of
AIG will also continue to pay a soliciting broker fee of
The Tender Offers and Consent Solicitations are subject to the satisfaction of certain conditions. With respect to the Consent Solicitation and Tender Offer for the Series B Notes and with respect to the Tender Offers for all of the Extended Consent Notes, AIG has waived the Documentation Condition and Series A-B Notes Documentation Condition, as applicable (as described in the Offer to Purchase and Consent Solicitation Statements). AIG may terminate or alter any or all of the Tender Offers or Consent Solicitations and is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes or delivered consents, in each event subject to applicable laws. The Tender Offers are not conditioned on the tender of a minimum principal amount of notes.
AIG has retained
This press release is neither an offer to purchase, nor a solicitation of an offer to sell the notes or any other securities nor a solicitation of consents. The Tender Offers and Consent Solicitations are made only by and pursuant to the terms of each Offer to Purchase and Consent Solicitation Statement and the related letters of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to each Offer to Purchase and Consent Solicitation Statement and the related letters of transmittal. None of AIG, the dealer managers and consent solicitation agents or the tender and information agent makes any recommendations as to whether holders should tender their notes or deliver consents pursuant to the Tender Offers and Consent Solicitations. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender, and whether to deliver consents.
Certain statements in this press release, including those describing the completion of the Tender Offers and Consent Solicitations, constitute forward-looking statements. These statements are not historical facts but instead represent only AIG’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG’s control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed throughout AIG’s periodic filings with the
Additional information about AIG can be found at www.aig.com | YouTube: www.youtube.com/aig | Twitter: @AIGinsurance www.twitter.com/AIGinsurance | LinkedIn: www.linkedin.com/company/aig. These references with additional information about AIG have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.
AIG is the marketing name for the worldwide property-casualty, life and retirement, and general insurance operations of
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