AIG Extends the Expiration Time for the Tender Offers for all Notes and Consent Solicitations for the SunAmerica Notes; Announces Successful Completion of the Series A Consent Solicitation
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. |
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7.57% Junior Subordinated Deferrable Interest Debentures, Series A |
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00138GAB5 |
8 1/8% Junior Subordinated Deferrable Interest Debentures, Series B |
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00138GAC3 |
7 ½% Notes due 2025 |
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026351AU0 |
6 5/8% Notes due 2029 |
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026351AZ9 |
8 ½% Junior Subordinated Debentures due 2030 |
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00138GAA7 |
8.125% Debentures due 2023 |
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866930AB6 |
7.05% Notes due 2025 |
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86703QBJ9 |
7.00% Notes due 2026 |
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86703QBN0 |
5.60% Debentures due 2097 |
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866930AG5 |
(1) |
The current obligor for this series of notes is |
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(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 (referred to as the “SunAmerica Notes”) were originally issued by
On
- the successful completion of the Consent Solicitation for the Series B Notes;
- the results of the Tender Offers and Consent Solicitations as of the Early Tender Time;
- the extension of the payment of the Total Consideration to all notes tendered and not withdrawn on or prior to the Original Expiration Time (as defined below); and
- the extension of the period for holders of Series A Notes and SunAmerica Notes to deliver consents until the Original Expiration Time.
AIG today announced that:
- it successfully completed the Consent Solicitation for the Series A Notes;
- it is further extending the period for holders of the SunAmerica Notes to deliver consents until
11:59 p.m. ,New York City time, onJune 15, 2021 ; and - it is extending the Original Expiration Time of the Tender Offers and extending the payment of the Total Consideration to any tenders of notes received on or before
11:59 p.m. ,New York City time, onJune 15, 2021 (the “Extended Expiration Time”).
Results of the Series A Consent Solicitation
As previously announced, AIG extended the Consent Solicitations for the Series A Notes and the SunAmerica Notes to
Extension of the Total Consideration for all Notes Tendered Prior to Extended Expiration Time
AIG is extending the Original Expiration Time and 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 Extended Expiration Time in order to be eligible to receive the Total Consideration.
Extension of Consent Solicitation for SunAmerica Notes
AIG is also extending the period for holders of the SunAmerica Notes to deliver consents, until
Holders of SunAmerica Notes may:
- tender their SunAmerica Notes and thereby deliver the related consents pursuant to the respective Offer to Purchase and Consent Solicitation Statement on or before the Extended Expiration Time and Extended SunAmerica Consent Expiration Time; or
- deliver consents without tendering their SunAmerica Notes, pursuant to the respective Offer to Purchase and Consent Solicitation Statement, on or before the Extended SunAmerica Consent Expiration Time.
Holders of SunAmerica Notes that deliver consents without tendering the related notes at or prior to the Extended SunAmerica Consent Expiration Time will be eligible to receive the Consent Payment if the proposed amendments are entered into for such series of notes. Holders of SunAmerica Notes that have previously delivered consents without tendering the related notes at or prior to the Original Expiration Time will be eligible to receive the Consent Payment if the proposed amendments are entered into for such series of notes. As described in the Offer to Purchase and Consent Solicitation Statements, AIG reserved the right, subject to applicable law, to extend the “Consent Expiration Time” (as defined in the Offer to Purchase and Consent Solicitation Statements) at any time, with respect to any or all series of notes, for any reason. AIG further reserved the right to extend the Consent Expiration Time for one or more series of notes, while not extending for the remaining series of notes. As such, AIG has further extended the Consent Expiration Time for the SunAmerica Notes, and has not further extended the Consent Expiration Time for the Series A Notes or Series B Notes 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 A Notes and Series B Notes and with respect to the Tender Offers for all of the SunAmerica Notes, AIG previously waived the Series A-B Notes Documentation Condition and the 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 SunAmerica 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.
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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
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