FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2016

 

 

AMERICAN INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-8787   13-2592361

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

175 Water Street

New York, New York 10038

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 770-7000

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 8 – Other Events

 

Item 8.01. Other Events.

Early Participation Results of Cash Tender Offer

On March 8, 2016 American International Group, Inc. (the “Company”) issued a press release announcing the early participation results as of the early participation date of its previously announced cash tender offer for certain debt securities. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Pricing for Cash Tender Offer

On March 8, 2016, the Company issued a press release announcing the reference yields and total consideration for its previously announced cash tender offer for certain debt securities. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit 99.1    Press release dated March 8, 2016
Exhibit 99.2    Press release dated March 8, 2016

 

-2-


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    AMERICAN INTERNATIONAL GROUP, INC.
    (Registrant)
Date: March 8, 2016     By:  

/s/ James J. Killerlane III

    Name:   James J. Killerlane III
    Title:   Associate General Counsel and Assistant Secretary

 

-3-


EXHIBIT INDEX

 

Exhibit No.

  

Description

Exhibit 99.1    Press release dated March 8, 2016
Exhibit 99.2    Press release dated March 8, 2016

 

-4-

EX-99.1

LOGO

Press Release

AIG

175 Water Street

New York, NY

10038

www.aig.com

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Liz Werner (Investors): 212-770-7074; elizabeth.werner@aig.com

Fernando Melon (Investors): 212-770-4630; fernando.melon@aig.com

Jennifer Hendricks Sullivan (Media): 212-770-3141; jennifer.sullivan@aig.com

AIG ANNOUNCES EARLY PARTICIPATION RESULTS OF ITS CASH TENDER OFFER

NEW YORK, March 8, 2016 – American International Group, Inc. (NYSE: AIG) today announced the results as of the early participation date of its previously announced cash tender offer for the notes and debentures issued or guaranteed by AIG listed in the table below. As previously announced, the early participation date for the tender offer was 5:00 p.m., New York City time, on March 7, 2016. The complete terms of the tender offer are set forth in the offer to purchase dated February 23, 2016 (the “Offer to Purchase”) and the related letter of transmittal. The expiration date of the tender offer is 11:59 p.m., New York City time, on March 21, 2016, unless extended. The payment date for this tender offer will be promptly following its expiration and is expected to be on or about March 23, 2016. Consummation of the tender offer is subject to a number of conditions (as described in the Offer to Purchase). Withdrawal rights for the tender offer expired at 5:00 p.m., New York City time, on March 7, 2016 and have not been extended.

AIG intends to accept for purchase all notes and debentures validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on March 7, 2016; provided that if the aggregate principal amount of notes or debentures validly tendered prior to the expiration date exceeds $1.0 billion, AIG will accept for payment all notes or debentures validly tendered in accordance with the acceptance priority levels set forth in the table below. If there are sufficient remaining funds to purchase some, but not all, of the remaining tendered notes or debentures at any acceptance priority level without exceeding the tender cap, AIG will accept for payment such tendered notes or debentures on a prorated basis.

As previously announced, the applicable “Reference Yield” and resulting “Total Consideration” for each series of notes and debentures included in the tender offer will be determined (i) with respect to each series of notes or debentures denominated in U.S. Dollars at 10:00 a.m., New York City time, today and (ii) with respect to each series of securities denominated in Sterling or Euro at 3:00 p.m., London time, today. See the Offer to Purchase for additional information.

Copies of the Offer to Purchase and the related letter of transmittal are available at the following web address: http://www.gbsc-usa.com/aig/.

#    #    #

This press release is qualified in its entirety by the Offer to Purchase and related letter of transmittal.

 

 

1


FOR IMMEDIATE RELEASE

 

AIG has retained Credit Suisse Securities (Europe) Limited, Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC 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 offer, please contact: Credit Suisse Securities (Europe) Limited at +44 (0) 207 888 5564; Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect); or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). 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 offer 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 offer, 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. Founded in 1919, today we provide a wide range of property casualty insurance, life insurance, retirement products, mortgage insurance and other financial services to customers in more than 100 countries and jurisdictions. Our diverse offerings include products and services that help businesses and individuals protect their assets, manage risks and provide for retirement security. 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 and www.aig.com/strategyupdate | YouTube: www.youtube.com/aig | Twitter: @AIGinsurance | LinkedIn: http://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 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.

 

 

2


FOR IMMEDIATE RELEASE

 

Title of Security

  Issuer  

Security Identifier(s)

  Principal
Amount
Outstanding
(millions)
    Acceptance
Priority

Levels
  Principal
Amount
Tendered

(millions)
    Principal
Amount
Tendered
(U.S. Dollar
equivalent)

(millions)
    Percent of
Amount
Outstanding
Tendered
 

8 18% Junior Subordinated Deferrable Interest Debentures, Series B

  AIG Life
Holdings,
Inc.*
 

CUSIP: 00138GAC3

ISIN: US00138GAC33

  $ 227.3      1   $ 13.3      $ 13.3        5.85

8.175% Series A-6 Junior Subordinated Debentures

  AIG  

CUSIP: 026874BS5

026874BR7 (144A)

U02687BW7 (Reg. S)

ISIN: US026874BS54

US026874BR71 (144A) USU02687BW75 (Reg. S)

  $ 607.2      2   $ 168.4      $ 168.4        27.74

6.25% Series A-1 Junior Subordinated Debentures

  AIG  

CUSIP: 026874BE6

ISIN: US026874BE68

  $ 403.2      3   $ 290.4      $ 290.4        72.02

8 12% Junior Subordinated Debentures due 2030

  AIG Life
Holdings,
Inc.*
 

CUSIP: 00138GAA7

ISIN: US00138GAA76

  $ 116.4      4   $ 2.3      $ 2.3        1.99

7.57% Junior Subordinated Deferrable Interest Debentures, Series A

  AIG Life
Holdings,
Inc.*
 

CUSIP: 00138GAB5

ISIN: US00138GAB59

  $ 78.9      5   $ 6.1      $ 6.1        7.67

8.625% Series A-8 Junior Subordinated Debentures†

  AIG  

ISIN: XS0365317113 (144A)

XS0365314284 (Reg. S)

  £ 5.6      6   £ 0.1      $ 0.1        1.78

8.000% Series A-7 Junior Subordinated Debentures†

  AIG  

ISIN: XS0365324838 (144A)

XS0365323608 (Reg. S)

  12.9      7   0.4      $ 0.4        3.10

5.60% Debentures Due July 31, 2097

  SunAmerica
Inc.**
 

CUSIP: 866930AG5

ISIN: US866930AG50

  $ 20.3      8   $ 0.4      $ 0.4        1.74

6 58% Notes Due 2029

  AIG Life
Holdings,
Inc.*
 

CUSIP: 026351AZ9

ISIN: US026351AZ90

  $ 150.0      9   $ 2.9      $ 2.9        1.92

6.820% Dollar Notes Due November 15, 2037

  AIG  

CUSIP: 026874CW5

026874CE5 (144A)

U02687 CJ5 (Reg. S)

ISIN:US026874CW 57

US026874CE59 (144A)

USU02687CJ55 (Reg. S)

  $ 243.5      10   $ 66.4      $ 66.4        27.25

 

3


FOR IMMEDIATE RELEASE

 

Title of Security

  Issuer  

Security Identifier(s)

  Principal
Amount
Outstanding
(millions)
    Acceptance
Priority

Levels
  Principal
Amount
Tendered

(millions)
    Principal
Amount
Tendered
(U.S. Dollar
equivalent)

(millions)
    Percent of
Amount
Outstanding
Tendered
 

6.25% Notes Due 2036

  AIG  

CUSIP: 026874AZ0

026874AY3 (144A)

U02687AF5 (Reg. S)

ISIN: US026874AZ07

US026874AY32 (144A)

USU02687AF51 (Reg. S)

  $ 1,000.0      11   $ 182.4      $ 182.4        18.24

 

* Guaranteed by AIG.
** All obligations of SunAmerica Inc. were assumed by AIG in 1999.
Listed on the Official List of the Irish Stock Exchange and traded on its regulated market.

 

4

EX-99.2

 

 

 

LOGO

 

Press Release

AIG

175 Water Street

New York, NY

10038

www.aig.com

Exhibit 99.2

FOR IMMEDIATE RELEASE

 

 

 

 

Contacts:

 

Liz Werner (Investors): 212-770-7074; elizabeth.werner@aig.com

 

Fernando Melon (Investors): 212-770-4630; fernando.melon@aig.com

 

Jennifer Hendricks Sullivan (Media): 212-770-3141; jennifer.sullivan@aig.com

AIG ANNOUNCES PRICING FOR ITS CASH TENDER OFFER

NEW YORK, March 8, 2016 – American International Group, Inc. (NYSE: AIG) today announced the applicable Reference Yields and Total Consideration for its previously announced cash tender offer for the notes and debentures issued or guaranteed by AIG listed in the table below. The complete terms of the tender offer are set forth in the offer to purchase dated February 23, 2016 (the “Offer to Purchase”) and the related letter of transmittal. The early participation date for the tender offer was 5:00 p.m., New York City time, on March 7, 2016. The expiration date of the tender offer is 11:59 p.m., New York City time, on March 21, 2016, unless extended. The payment date for this tender offer will be promptly following its expiration and is expected to be on or about March 23, 2016. Consummation of the tender offer is subject to a number of conditions (as described in the Offer to Purchase). Withdrawal rights for the tender offer expired at 5:00 p.m., New York City time, on March 7, 2016 and have not been extended.

Holders who validly tendered and did not validly withdraw their notes or debentures at or prior to 5:00 p.m., New York City time, on March 7, 2016, and whose tenders are accepted for purchase, will receive the Total Consideration set forth in the table below, which includes an early participation amount of $50, £50 or €50 for each $1,000, £1,000 or €1,000 principal amount, as applicable, of notes and debentures validly tendered and accepted for purchase. Holders validly tendering their notes or debentures after 5:00 p.m., New York City time, on March 7, 2016, and on or prior to the expiration date and whose securities are accepted for purchase, will be eligible to receive only the applicable “Tender Offer Consideration,” which is equal to the Total Consideration less the early participation amount. 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 payment date.

AIG intends to accept all notes or debentures validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on March 7, 2016; provided that if the aggregate principal amount of notes or debentures validly tendered prior to the expiration date exceeds $1.0 billion, AIG will accept for payment all notes or debentures validly tendered in accordance with the acceptance priority levels set forth in the table below. Assuming no additional notes or debentures are validly tendered after the early participation date and the payment date for this tender offer occurs on March 23, 2016, the aggregate purchase price of the notes and debentures to be purchased in this tender offer (not including accrued and unpaid interest) will be approximately $820.8 million.

Copies of the Offer to Purchase and the related letter of transmittal are available at the following web address: http://www.gbsc-usa.com/aig/.

 

 

1


FOR IMMEDIATE RELEASE

 

#    #    #

This press release is qualified in its entirety by the Offer to Purchase and related letter of transmittal.

AIG has retained Credit Suisse Securities (Europe) Limited, Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC 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 offer, please contact: Credit Suisse Securities (Europe) Limited at +44 (0) 207 888 5564; Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect); or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). 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 offer 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 offer, 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. Founded in 1919, today we provide a wide range of property casualty insurance, life insurance, retirement products, mortgage insurance and other financial services to customers in more than 100 countries and jurisdictions. Our diverse offerings include products and services that help businesses and individuals protect their assets, manage risks and provide for retirement security. 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 and www.aig.com/strategyupdate | YouTube: www.youtube.com/aig | Twitter: @AIGinsurance | LinkedIn: http://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 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.

 

 

2


FOR IMMEDIATE RELEASE

 

Title of Security

   Issuer   Security Identifier(s)   Principal
Amount
Outstanding
(millions)
     Acceptance
Priority
Level
     Reference
Yield
    Reference
Security/
Interpolated
Rate
   Fixed
Spread
     Total
Consideration(1)(2)
 

8 18% Junior Subordinated Deferrable Interest Debentures, Series B

   AIG Life
Holdings,
Inc.*
  CUSIP: 00138GAC3

ISIN: US00138GAC33

  $ 227.3         1         2.612   3.000% U.S.
Treasury due
11/15/2045
     370       $ 1,242.62   

8.175% Series A-6 Junior Subordinated Debentures

   AIG   CUSIP: 026874BS5

026874BR7 (144A)

U02687BW7 (Reg. S)

ISIN: US026874BS54

US026874BR71 (144A)
USU02687BW75 (Reg. S)

  $ 607.2         2         2.612   3.000% U.S.
Treasury due
11/15/2045
     350       $ 1,248.42   

6.25% Series A-1 Junior Subordinated Debentures

   AIG   CUSIP: 026874BE6

ISIN: US026874BE68

  $ 403.2         3         2.612   3.000% U.S.
Treasury due
11/15/2045
     330       $ 1,040.31   

8 12% Junior Subordinated Debentures due 2030

   AIG Life
Holdings,
Inc.*
  CUSIP: 00138GAA7

ISIN: US00138GAA76

  $ 116.4         4         1.820   1.625% U.S.
Treasury due
02/15/2026
     350       $ 1,315.07   

7.57% Junior Subordinated Deferrable Interest Debentures, Series A

   AIG Life
Holdings,
Inc.*
  CUSIP: 00138GAB5

ISIN: US00138GAB59

  $ 78.9         5         2.612   3.000% U.S.
Treasury due
11/15/2045
     370       $ 1,167.67   

8.625% Series A-8 Junior Subordinated Debentures†

   AIG   ISIN: XS0365317113 (144A)

XS0365314284 (Reg. S)

  £ 5.6         6         0.252   5.00% UK
Treasury due
03/07/2018
     220       £ 1,129.32   

8.000% Series A-7 Junior Subordinated Debentures†

   AIG   ISIN: XS0365324838 (144A)

XS0365323608 (Reg. S)

  12.9         7         -0.196   May 2018
Interpolated
Swap Rate
     155       1,140.72   

5.60% Debentures Due July 31, 2097

   SunAmerica
Inc.**
  CUSIP: 866930AG5

ISIN: US866930AG50

  $ 20.3         8         2.612   3.000% U.S.
Treasury due
11/15/2045
     360       $ 902.07   

 

3


FOR IMMEDIATE RELEASE

 

Title of Security

   Issuer   Security Identifier(s)   Principal
Amount
Outstanding
(millions)
     Acceptance
Priority
Level
     Reference
Yield
    Reference
Security/
Interpolated
Rate
   Fixed
Spread
     Total
Consideration(1)(2)
 

6 58% Notes Due 2029

   AIG Life
Holdings,
Inc.*
  CUSIP: 026351AZ9

ISIN: US026351AZ90

  $ 150.0         9         1.820   1.625% U.S.
Treasury due
02/15/2026
     320       $ 1,150.95   

6.820% Dollar Notes Due November 15, 2037

   AIG   CUSIP: 026874CW5

026874CE5 (144A)

U02687 CJ5 (Reg. S)

ISIN: US026874CW 57

US026874CE59 (144A)

USU02687CJ55 (Reg. S)

  $ 243.5         10         2.612   3.000% U.S.
Treasury due
11/15/2045
     285       $ 1,171.09   

6.25% Notes Due 2036

   AIG   CUSIP: 026874AZ0

026874AY3 (144A)

U02687AF5 (Reg. S)

ISIN: US026874AZ07

US026874AY32 (144A)

USU02687AF51 (Reg. S)

  $ 1,000.0         11         2.612   3.000% U.S.
Treasury due
11/15/2045
     285       $ 1,095.37   

 

* Guaranteed by AIG.
** All obligations of SunAmerica Inc. were assumed by AIG in 1999.
Listed on the Official List of the Irish Stock Exchange and traded on its regulated market.
(1) The Total Consideration payable for each $1,000, £1,000 or €1,000 principal amount of notes or debentures validly tendered on or prior to 5:00 p.m., New York City time, on the early participation date and accepted for purchase by AIG includes the early participation amount. In addition, holders whose notes or debentures are accepted will also receive accrued interest on such note or debenture.
(2) Assuming payment is made on March 23, 2016. Per $1,000, £1,000 or €1,000 principal amount of notes or debentures.

 

4