AIG Commences Cash Tender Offers for Debt Securities

March 17, 2015 at 8:30 AM EDT

NEW YORK--(BUSINESS WIRE)--Mar. 17, 2015-- American International Group, Inc. (NYSE:AIG) today commenced cash tender offers for 39 series of debt securities of AIG and its subsidiaries. The complete terms of the tender offers are set forth in two separate offers to purchase and the related letters of transmittal, each dated today. Securities that are accepted in the tender offers will be purchased, retired and cancelled by the relevant issuer. Consummation of the tender offers is subject to a number of conditions, including the absence of any adverse legal and market developments. Subject to applicable law, AIG may waive certain of these conditions or extend, terminate or otherwise amend one or more of the tender offers. The tender offers are not cross-conditioned, and AIG may complete some, all or none of them.

Any and All Tender Offers

AIG is offering to purchase any and all of the notes listed on Tables I and II below. These offers will expire at 5:00 p.m., New York City time, on March 25, 2015, subject to extension. Table I sets forth the fixed prices paid for each series of notes listed therein. The prices paid for each series of notes listed in Table II will be based on fixed spreads to certain reference benchmarks, determined on March 25, 2015, as described in the applicable offer to purchase. Tenders of notes may be validly withdrawn at any time at or prior to the expiration date but not thereafter. Holders whose notes are accepted in these tender offers will also receive, where applicable, a cash payment representing accrued interest from the most recent interest payment date to but excluding the date AIG purchases the notes. The payment date for each any and all offer will be promptly following its expiration and is expected to be on or about March 30, 2015. The notes are part of the Direct Investment book (the “DIB”) and will be purchased using cash allocated to the DIB.

Copies of the offer to purchase, the related letter of transmittal and the notice of guaranteed delivery for the any and all tender offers are available at the following web address:

http://www.gbsc-usa.com/aig/.

Maximum Tender Offer

AIG is also offering to purchase the notes and debentures listed on Table III below for an aggregate purchase price, not including accrued interest, of up to $1.25 billion. The early participation date for this tender offer is 5:00 p.m., New York City time, on March 30, 2015, and the expiration date for this tender offer is 11:59 p.m., New York City time, on April 13, 2015 (in each case, subject to extension). The prices paid for the notes and debentures denominated in U.S. Dollars and Sterling will be calculated on the basis of the yield to the applicable call or maturity date of the applicable reference security listed on Table III, at 10:00 a.m., New York City time, for the notes and debentures denominated in U.S. Dollars, or 3:00 p.m., London time, for the notes and debentures denominated in Sterling, each on the business day following the early participation date, plus the fixed spread applicable to such note, as set forth on Table III. The price paid for the notes denominated in Euros will be calculated on the basis of the rates payable on certain reference swaps, at 3:00 p.m., London time, on the business day following the early participation date, plus the fixed spread applicable to such note, as described more fully in the applicable offer to purchase. Holders whose notes and debentures are accepted in this tender offer will also receive a cash payment representing accrued interest from the most recent interest payment date to but excluding the date AIG purchases the notes. The payment date for this offer will be promptly following its expiration and is expected to be on or about April 15, 2015.

The following is a brief summary of certain key elements of this tender offer:

  • Holders who validly tender and who do not validly withdraw their notes or debentures at or prior to 5:00 p.m., New York City time on March 30, 2015, and whose tenders are accepted for purchase, will receive the Total Consideration.
  • Holders who validly tender their notes or debentures after 5:00 p.m., New York City time on the early participation date but at or prior to the expiration date, and whose securities are accepted for purchase, will only be eligible to receive the Tender Offer Consideration, which is equal to the Total Consideration less the Early Participation Amount.
  • Tenders of notes or debentures may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 30, 2015 (subject to extension), but not thereafter.
  • AIG reserves the right, but is under no obligation, to increase the maximum amount of notes and debentures sought in this tender offer. In the event of any such increase, AIG will not be obligated (except as required by applicable law) to extend the early participation date, the withdrawal date or the expiration date.
  • If this tender offer is oversubscribed, AIG will accept for payment all securities validly tendered in accordance with the acceptance priority levels set forth in Table III. If there are sufficient remaining funds to purchase some, but not all, of the remaining tendered notes or debentures at any acceptance priority level, AIG will accept for payment such tendered notes or debentures on a prorated basis.

# # #

This press release is qualified in its entirety by the offers to purchase and related letters of transmittal.

AIG has retained Barclays Bank PLC, Barclays Capital Inc., BofA Merrill Lynch, Goldman, Sachs & Co. and Goldman Sachs International as the Joint Lead Dealer Managers. Global Bondholder Services Corporation is the Information Agent and Depositary. For additional information regarding the terms of the tender offers, please contact: Barclays Bank PLC at +44 (0) 207 773 8990 (international); Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect); BofA Merrill Lynch at +44 (0) 20 7995 2929 (international), (888) 292-0070 (toll-free) or (980) 387-3907 (collect); Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect); or Goldman Sachs International at +44 (0) 207 774 9862 (international). Requests for documents and questions regarding the tendering of Securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (866) 924-2200 (for all others toll-free) or +001-212-430-3774 (international), by email at aig@gbsc-usa.com or to the Joint Lead Dealer Managers at their respective telephone numbers.

This news release does not constitute an offer or an invitation by AIG to participate in the tender offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction.

Certain statements in this press release, including those describing the completion of the tender offers, 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 SEC pursuant to the Securities Exchange Act of 1934.

# # #

American International Group, Inc. (AIG) is a leading global insurance organization serving customers in more than 100 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services in the United States. AIG common stock is listed on the New York Stock Exchange and the Tokyo Stock Exchange.

Additional information about AIG can be found at www.aig.com | YouTube: www.youtube.com/aig | Twitter: @AIGinsurance | LinkedIn: http://www.linkedin.com/company/aig

AIG is the marketing name for the worldwide property-casualty, life and retirement, and general insurance operations of American International Group, Inc. For additional information, please visit our website at www.aig.com. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries, and coverage is subject to actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property-casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds.

       

Table I—Any and All Tender Offers—Fixed Price Securities

 
Principal Fixed Price Per
Amount Reference Principal
Title of Security and Security Outstanding Authorized Amount of
Identifier Issuer (millions) Denominations

Securities(1)

2.275% Fixed Rate Notes Due 8 August 2016
ISIN: XS0263983040

AIG JPY 2,000.0 JPY 100,000,000 and integral multiples thereof JPY 1,028.75

2.275% Fixed Rate Notes due 8 August 2016
ISIN: XS0263873373

AIG JPY 3,000.0 JPY 100,000,000 and integral multiples thereof JPY 1,028.75

8.59% Fixed Rate Notes due September 15, 2016*
ISIN: XS0266561769

AIG MXN 437.8 MXN 1,000,000 and integral multiples of
MXN 1,000 in excess thereof 		MXN 1,065.00

Fixed Rate Notes due 24 October 2016
ISIN: XS0287306830

AIG JPY 20,000.0 JPY 10,000,000,000 and integral multiples thereof JPY 1,052.50

2.75 per cent. Notes due 2016
ISIN: CH0027962825

AIG CHF 114.9 CHF 5,000 and integral multiples thereof CHF 1,056.25

7.98% Fixed Rate Notes due 15 June 2017*
ISIN: XS0305757337

AIG MXN 1,488.0 MXN 1,000,000 and integral multiples of
MXN 1,000 in excess thereof 		MXN 1,075.00

3.375 per cent. Notes due 2017
ISIN: CH0031390476

AIG CHF 114.7 CHF 5,000 and integral multiples thereof CHF 1,085.00

Fixed Rate Notes due 22 November 2017
ISIN: XS0309312469

AIG JPY 20,000.0 JPY 100,000,000 and integral multiples thereof JPY 1,061.25

Fixed Rate Notes due April 24, 2018
ISIN: XS0309298296

AIG JPY 20,000.0 JPY 10,000,000,000 and integral multiples thereof JPY 1,095.00

Fixed Rate Notes due 23 August 2018
ISIN: XS0309312113

AIG JPY 20,000.0 JPY 100,000,000 and integral multiples thereof JPY 1,100.00

Fixed Rate Notes due 2018*
ISIN: XS0370704750

AIG-FP Matched Funding
Corp.†

NOK 250.0 NOK 500,000 and integral multiples thereof NOK 1,190.00

Callable Fixed Rates due 19 March 2047*
ISIN: XS0292331955

AIG-FP Matched Funding
Corp.†

EUR 21.8 EUR 50,000 and integral multiples thereof EUR 1,088.75

Callable Zero Coupon Notes due April 2035(2)
ISIN: XS0216334028

AIG-FP Matched Funding
Corp.†

USD 9.7 USD 1,000,000 and integral multiples thereof USD 1,951.25

Medium-Term Notes, Series AIG-FP, Floating
Rate LIBOR Notes Due November 27, 2046
CUSIP: 02687QBF4
ISIN: US02687QBF46

AIG USD 20.0 USD 1,000 and integral multiples thereof USD 982.50

Medium-Term Notes, Series AIG-FP, Floating
Rate LIBOR Notes Due December 5, 2046
CUSIP: 02687QBG2
ISIN: US02687QBG29

AIG USD 0.3 USD 1,000 and integral multiples thereof USD 982.50

Medium-Term Notes, Series AIG-FP, Municipal
Index Linked Range Accrual Notes Due November 20, 2017(3)
CUSIP: 02687QDB1
ISIN: US02687QDB14

AIG USD 10.0 USD 1,000 and integral multiples thereof USD 1,145.00

Medium-Term Notes, Series AIG-FP, Floating
Rate LIBOR Notes Due November 27, 2047
CUSIP: 02687QDC9
ISIN: US02687QDC96

AIG USD 2.5 USD 1,000 and integral multiples thereof USD 985.00

DJ-AIGCITR-F2 Commodity Index Linked Notes
Due May 11, 2017(2)
CUSIP: 001379AQ9 (Reg. D)
001379AP1 (144A)

AIG-FP Private Funding
(Cayman) Limited†

USD 3.8 USD 100,000 and integral multiples of
USD 10,000 in excess thereof 		USD 660.00

DJ-AIGCITR Commodity Index Linked Notes
Series 2006-B Due July 29, 2016(2)
CUSIP: 001379AG1 (Reg. D)
001379AF3 (144A)

AIG-FP Private Funding
(Cayman) Limited†

USD 7.7 USD 100,000 and integral multiples of
USD 10,000 in excess thereof 		USD 610.00

DJ-AIGCITR-F2 Commodity Index Linked Notes Due September 26, 2016(2)
CUSIP: 001378AT5 (Reg. D)
001378AS7 (144A)

AIG-FP Private Funding
(Cayman) Limited†

USD 1.5 USD 100,000 and integral multiples of
USD 10,000 in excess thereof 		USD 762.50
 

________

* Listed on the Official List of the Irish Stock Exchange and traded on its regulated market.

† Guaranteed by AIG.

(1) The Reference Principal Amounts are CHF 1,000, EUR 1,000, JPY 1,000, MXN 1,000, NOK 1,000 or USD 1,000, as applicable.

(2) Indicates zero coupon notes. Holders of these notes will not receive accrued interest if their notes are accepted for payment.

(3) Interest is currently calculated at 7.5% per annum in accordance with the terms of the Municipal Index Linked Range Accrual Notes.

 
Table II—Any and All Tender Offers—Fixed Spread Securities
               
Principal

 

Title of Security and Amount

Applicable

Fixed Hypothetical
Security Outstanding Authorized Maturity Reference Security / Reference Spread Total
Identifier Issuer (millions) Denominations Date Interpolated Swap Page/Screen (basis points)

Consideration(1)

5.450% Medium-Term Notes,
Series MP, Matched
Investment Program, Due
May 18, 2017(2)
CUSIP: 02687QBW7
ISIN: US02687QBW78

AIG USD 840.0

USD 1,000 and
integral multiples
thereof

May 18, 2017

0.50% U.S. Treasury
due February 28, 2017

Bloomberg PX1 47 USD 1,091.21

5.000 per cent. notes due
2017*(3)
ISIN: XS0307512722

AIG EUR 600.0

EUR 50,000 and
integral multiples
thereof

June 26, 2017

June 2017 Interpolated
Swap Rate

Bloomberg ICAE1 10 EUR 1,107.22
 

________

* Listed on the Official List of the Irish Stock Exchange and traded on its regulated market.

(1) Actual Total Consideration may differ.

(2) The price paid for these notes will be an amount that would reflect, on the date of purchase, a yield to the applicable maturity date equal to the sum of the yield of the reference security listed above at 10:00 a.m., New York City time, on the expiration date, plus the Fixed Spread set forth above.

(3) The price paid for these notes will be an amount that would reflect, on the date of purchase, a yield to the applicable maturity date equal to the sum of the interpolated swap rate indicated above at 2:00 p.m., London time, on the expiration date, plus the Fixed Spread set forth above.

                     

Table III – Maximum Tender Offer

 
Applicable Principal Reference Fixed
Call / Amount Acceptance Early Security/ Spread
Title of Maturity Outstanding Priority Authorized Participation Interpolated Reference (basis Hypothetical Total
Security Issuer Security Identifier Date (millions) Levels Denominations

Amount(1)

Rate Page/Screen points)

Consideration(2)

8.175% Series
A-6 Junior
Subordinated
Debentures

AIG

CUSIP: 026874BS5

026874BR7 (144A)

U02687BW7 (Reg. S)

ISIN: US026874BS54

US026874BR71 (144A)

USU02687BW75 (Reg. S)

May 15,
2038

USD 1,195.5 1

USD 1,000 and
integral
multiples
thereof

USD 50

3.00% U.S.
Treasury
due
11/15/2044

Bloomberg
PX1

250 USD 1,405.00

7.57% Junior
Subordinated
Deferrable
Interest
Debentures,
Series A

AIG Life
Holdings,
Inc.†

CUSIP: 00138GAB5

ISIN: US00138GAB59

December 1,
2045

USD 136.2 2

USD 100,000
and integral
multiples of
USD 1,000 in
excess thereof

USD 50

3.00% U.S.
Treasury
due
11/15/2044

Bloomberg
PX1

260 USD 1,350.68

8.625% Series
A-8 Junior
Subordinated
Debentures*

AIG

ISIN: XS0365317113
(144A)
XS0365314284 (Reg. S)

 

May 22,
2018

GBP 65.7 3

GBP 50,000 and
integral
multiples
thereof

GBP 50

5.00% UK
Treasury
due
03/07/2018

Bloomberg
DMO2

170 GBP 1,184.46

8½% Junior
Subordinated
Debentures
due 2030

AIG Life
Holdings,
Inc.†

CUSIP: 00138GAA7

ISIN: US00138GAA76

July 1,
2030

USD 155.4 4

USD 1,000 and
integral
multiples
thereof

USD 50

3.00% U.S.
Treasury
due
11/15/2044

Bloomberg
PX1

210 USD 1,402.25

8.000% Series
A-7 Junior
Subordinated
Debentures*

AIG

ISIN: XS0365324838
(144A)
XS0365323608 (Reg. S)

 

May 22,
2018

EUR 43.8 5

EUR 50,000
and integral
multiples
thereof

EUR 50

May 2018
Interpolated
Swap Rate

Bloomberg
ICAE1

165 EUR 1,185.57

8⅛% Junior
Subordinated
Deferrable
Interest
Debentures,
Series B

AIG Life
Holdings,
Inc.†

CUSIP: 00138GAC3

ISIN: US00138GAC33

March 15,
2046

USD 244.6 6

USD 100,000
and integral
multiples of
USD 1,000 in
excess thereof

USD 50

3.00% U.S.
Treasury
due
11/15/2044

Bloomberg
PX1

265 USD 1,426.37

6.25% Series
A-1 Junior
Subordinated

Debentures

AIG

CUSIP: 026874BE6

ISIN: US026874BE68

March 15,
2037

USD 496.2 7

USD 100,000
and integral
multiples of
USD 1,000 in
excess thereof

USD 50

3.00% U.S.
Treasury
due
11/15/2044

Bloomberg
PX1

235 USD 1,164.66

5.75% Series
A-2 Junior
Subordinated
Debentures

AIG

ISIN: XS0291641420

CUSIP: 026874BF3

March 15,
2017

GBP 161.7 8

GBP 50,000 and
integral
multiples
thereof

GBP 50

1.75% UK
Treasury
Stock due
01/22/2017

Bloomberg
DMO2

185 GBP 1,064.14

8⅛%
Debentures
Due April 28,
2023

SunAmerica
Inc.**

CUSIP: 866930AB6

ISIN: US866930AB63

April 28,
2023

USD 86.4 9

USD 1,000 and
integral
multiples
thereof

USD 50

2.00% U.S.
Treasury
due
02/15/2025

Bloomberg
PX1

100 USD 1,357.30

6.765%
Sterling Notes
Due
November 15,
2017*

AIG

ISIN:XS0827565663

XS0702072900 (144A)

XS0702072819 (Reg. S)

November 15,
2017

GBP 281.4 10

GBP 100,000
and integral
multiples of
GBP 1,000 in
excess thereof

GBP 50

1.00% UK
Treasury
Stock due
09/07/2017

Bloomberg
DMO2

55 GBP 1,141.82

6.797% Euro
Notes Due
November 15,
2017*

AIG

ISIN: XS0827566711

XS0702072140 (144A)

XS0702071928 (Reg. S)

November 15,
2017

EUR 61.8 11

EUR 100,000
and integral
multiples of
EUR 1,000 in
excess thereof

EUR 50

November
2017
Interpolated
Swap Rate

Bloomberg
ICAE1

35 EUR 1,162.31

6⅝% Notes
Due 2029

AIG Life
Holdings,
Inc.†

CUSIP: 026351AZ9

ISIN: US026351AZ90

February 15,
2029

USD 150.0 12

USD 1,000 and
integral
multiples
thereof

USD 50

3.00% U.S.
Treasury
due
11/15/2044

Bloomberg
PX1

80 USD 1,346.34

5.60%
Debentures
Due July 31,
2097

SunAmerica
Inc.**

CUSIP: 866930AG5

ISIN: US866930AG50

July 31,
2097

USD 20.3 13

USD 1,000 and
integral
multiples
thereof

USD 50

3.00% U.S.
Treasury
due
11/15/2044

Bloomberg
PX1

240 USD 1,106.17

7½% Notes
Due 2025

AIG Life
Holdings,
Inc.†

CUSIP: 026351AU0

ISIN: US026351AU04

July 15,
2025

USD 135.5

14

USD 1,000 and
integral
multiples
thereof

USD 50

2.00% U.S.
Treasury
due
02/15/2025

Bloomberg
PX1

110 USD 1,376.02

4.875% Series
A-3 Junior
Subordinated
Debentures

AIG

ISIN: XS0291642154

CUSIP: 026874BG1

March 15,
2017

EUR 306.2 15

EUR 50,000
and integral
multiples
thereof

EUR 50

March 2017
Interpolated
Swap Rate

Bloomberg
ICAE1

175 EUR 1,056.61

6.820% Dollar
Notes Due
November 15,
2037

AIG

CUSIP: 026874CW5
026874CE5 (144A)
U02687 CJ5 (Reg. S)
ISIN:US026874CW57
US026874CE59 (144A)
USU02687CJ55 (Reg. S)

November 15,
2037

USD 243.5 16 USD 150,000 and integral multiples of USD 1,000 in excess thereof USD 50

3.00% U.S.
Treasury
due
11/15/2044

Bloomberg
PX1

130

USD 1,425.41

5.850%
Medium-Term
Notes, Series
G, due January
16, 2018

AIG

CUSIP: 02687QDG0

ISIN: US02687QDG01

January 16,
2018

USD 2,411.0 17 USD 2,000 and integral multiples of USD 1,000 in excess thereof USD 50

1.00% U.S.
Treasury
due
03/15/2018

Bloomberg
PX1

52 USD 1,115.13

________

* Listed on the Official List of the Irish Stock Exchange and traded on its regulated market.

** All obligations of SunAmerica Inc. were assumed by AIG in 1999.

† Guaranteed by AIG.

(1) The total consideration payable for each $1,000, £1,000 or €1,000 principal amount of the notes or debentures validly tendered on or prior to 5:00 p.m., New York City time, on March 30, 2015 and accepted for purchase by us includes the early participation amount. In addition, holders whose notes or debentures are accepted will also receive accrued interest on such notes or debentures.

(2) Per $1,000, £1,000 or €1,000 principal amount of notes or debentures and assuming that the Reference Yield (as defined in the Offer to Purchase for the maximum tender offer) had been measured at 10:00 a.m., New York City, on March 16, 2015 (see Schedule B of the Offer to Purchase for the maximum tender offer).

Source: American International Group, Inc.

AIG
Investors:
Liz Werner, 212-770-7074
elizabeth.werner@aig.com
or
Media:
Jennifer Hendricks Sullivan, 212-770-3141
jennifer.sullivan@aig.com