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): July 15, 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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On July 15, 2016, American International Group, Inc. (the “Company”) entered into an amendment, attached as Exhibit 10.1 to this Current Report on Form 8-K (the “Amendment”), to the Third Amended and Restated Credit Agreement, dated November 5, 2015, among the Company, the subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Several L/C Agent party thereto (the “Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”).
The Credit Agreement provided, and the Amended Credit Agreement provides, that the lenders may, upon a “Change in Control”, terminate commitments, require prepayment of any outstanding loans, and/or require the Company to collateralize with cash any outstanding letter of credit obligations.
The Amendment modifies the definition of Change in Control relating to a change in the Board of Directors of the Company (the “Board”). Previously, the Credit Agreement provided that a Change in Control would occur if a majority of the seats (other than vacant seats) on the Board shall at any time be occupied by persons who were not (i) nominated by the Board or (ii) appointed by directors so nominated. The Amendment modifies that portion of the definition of Change in Control to provide that a Change in Control would occur if a majority of the seats (other than vacant seats) on the Board shall at any time be occupied by persons who were neither (i) nominated or approved for consideration by shareholders for election by the Board or (ii) appointed by directors so nominated or approved. Other portions of the definition of Change in Control are not modified by the Amendment.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. Additional information regarding the Credit Agreement is contained in the Company’s Current Report on Form 8-K filed on November 5, 2015.
Section 2 — Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 10.1 | Amendment to the Credit Agreement, effective as of July 15, 2016 | |
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: July 15, 2016 | By: | /s/ James J. Killerlane III | ||||
| Name: James J. Killerlane III | ||||||
| Title: Associate General Counsel and Assistant Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Amendment to the Credit Agreement, effective as of July 15, 2016 | |
Exhibit 10.1
AMENDMENT LETTER
TO
LENDERS PARTIES TO THE CREDIT AGREEMENT REFERENCED BELOW
July 8, 2016
Reference is made to the Third Amended and Restated Credit Agreement (as amended, the “Credit Agreement”; terms defined therein being used herein as so defined) dated as of November 5, 2015, among AMERICAN INTERNATIONAL GROUP, INC. (the “Company”), the subsidiary borrowers parties thereto, the lenders parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, and each Several L/C Agent party thereto.
Each Lender is hereby requested by the Company to confirm its agreement that clause (b) of the definition of “Change in Control” in the Credit Agreement is amended in its entirety to read “(b) a majority of the seats (other than vacant seats) on the board of directors of the Company shall at any time be occupied by persons who were neither (i) nominated or approved for consideration by shareholders for election by the board of directors of the Company or (ii) appointed by directors so nominated or approved”. The undersigned is in agreement with the foregoing. Please signify your agreement with the foregoing by signing and returning a copy of this Amendment Letter to Kelsey Baumberger (via pdf email at kbaumberger@milbank.com) at your earliest convenience but not later than 3:00 p.m., New York City time, Friday, July 15th.
Please direct any questions of a legal nature to Kelsey Baumberger at Milbank Tweed (kbaumberger@milbank.com, 212-530-5280). Questions of a business nature should be directed to Bradford Taylor (bradford.m.taylor@jpmorgan.com) or Samuel Kim (samuel.sj.kim@jpmorgan.com) of JPMorgan.
| JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||
| By: | /s/ James S. Mintzer | |
| Name: James S. Mintzer | ||
| Title: Vice President | ||
| AMERICAN INTERNATIONAL GROUP, INC. | ||
| By: | /s/ David W. Junius | |
| Name: David W. Junius | ||
| Title: Vice President and Treasurer | ||
| SO AGREED: | ||
| Citibank, N.A. | ||
| Name of Institution | ||
| By: | /s/ Robert Chesley | |
| Name: Robert Chesley | ||
| Title: Vice President and Managing Director | ||
SO AGREED:
| JPMORGAN CHASE BANK, N.A. Name of Institution | ||
| By: |
/s/ James S. Mintzer | |
| Name: James S. Mintzer | ||
| Title: Vice President | ||
| SO AGREED: | ||
| Bank of America, N.A. | ||
| Name of Institution | ||
| By: | /s/ Chris Choi | |
| Name: Chris Choi | ||
| Title: Director | ||
| SO AGREED: | ||
| BARCLAYS BANK PLC | ||
| Name of Institution | ||
| By: | /s/ Evan Moriarty | |
| Name: Evan Moriarty | ||
| Title: Assistant Vice President | ||
| SO AGREED: | ||
| BNP PARIBAS | ||
| Name of Institution | ||
| By: | /s/ Marguerite L. Lebon | |
| Name: Marguerite L. Lebon | ||
| Title: Vice President | ||
| By: | /s/ Laurent Vanderzyppe | |
| Name: Laurent Vanderzyppe | ||
| Title: Managing Director | ||
| SO AGREED: | ||
| Credit Suisse AG, New York Branch | ||
| Name of Institution | ||
| By: | /s/ Bill O’Daly | |
| Name: Bill O’Daly | ||
| Title: Authorized Signatory | ||
| By: | /s/ Jack David Madej | |
| Name: Jack David Madej | ||
| Title: Authorized Signatory | ||
| SO AGREED: | ||
| DEUTSCHE BANK AG NEW YORK BRANCH | ||
| Name of Institution | ||
| By: | /s/ Virginia Cosenza | |
| Name: Virginia Cosenza | ||
| Title: Vice President | ||
| By: | /s/ Ming K. Chu | |
| Name: Ming K. Chu | ||
| Title: Director | ||
| SO AGREED: | ||
| GOLDMAN SACHS BANK USA, as lender | ||
| Name of Institution | ||
| By: | /s/ Jerry Li | |
| Name: Jerry Li | ||
| Title: Authorized Signatory | ||
| SO AGREED: | ||
| HSBC Bank USA, National Association | ||
| Name of Institution | ||
| By: | /s/ Shakil Ahmed | |
| Name: Shakil Ahmed | ||
| Title: Director | ||
| SO AGREED: | ||
| MIZUHO BANK, LTD. | ||
| Name of Institution | ||
| By: | /s/ David Lim | |
| Name: David Lim | ||
| Title: Authorized Signatory | ||
| SO AGREED: | ||
| Morgan Stanley Bank, N.A. | ||
| Name of Institution | ||
| By: | /s/ Cindy Tse | |
| Name: Cindy Tse | ||
| Title: Authorized Signatory | ||
| SO AGREED: | ||
| RBC Capital Markets | ||
| Name of Institution | ||
| By: | /s/ Brij Grewal | |
| Name: Brij Grewal | ||
| Title: Authorized Signatory | ||
| SO AGREED: | ||
| SANTANDER BANK, N.A. | ||
| Name of Institution | ||
| By: | /s/ William Maag | |
| Name: William Maag | ||
| Title: Managing Director | ||
| SO AGREED: | ||
| Standard Chartered Bank | ||
| Name of Institution | ||
| By: | /s/ Steven Aloupis | |
| Name: Steven Aloupis A2388 | ||
| Title: Managing Director – Loan Syndications | ||
| SO AGREED: | ||
| Sumitomo Mitsui Banking Corporation | ||
| Name of Institution | ||
| By: | /s/ Manabu Hirabayashi | |
| Name: Manabu Hirabayashi | ||
| Title: Managing Director | ||
| SO AGREED: | ||
| The Royal Bank of Scotland plc | ||
| Name of Institution | ||
| By: | /s/ Joseph A Conte, CFA | |
| Name: Joseph A Conte, CFA | ||
| Title: Vice President | ||
| SO AGREED: | ||
| U.S. Bank, N.A. | ||
| Name of Institution | ||
| By: | /s/ Ferris Joanis | |
| Name: Ferris Joanis | ||
| Title: Vice President | ||
| SO AGREED: | ||
| Wells Fargo Bank N.A. | ||
| Name of Institution | ||
| By: | /s/ Jason Hafener | |
| Name: Jason Hafener | ||
| Title: Director | ||
SO AGREED:
| Australia and New Zealand Banking Group Limited Name of Institution | ||
| By: |
/s/ Robert Grillo | |
| Name: Robert Grillo | ||
| Title: Director | ||
SO AGREED:
| BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH Name of Institution | ||
| By: | /s/ Alexander von Ziegesar | |
| Name: Alexander von Ziegesar | ||
| Title: Relationship Manager | ||
SO AGREED:
|
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH Name of Institution | ||
| By: | /s/ Mauricio Benitez | |
| Name: Mauricio Benitez | ||
| Title: Director | ||
| SO AGREED: | ||
| Credit Agricole Corporate and Investment Bank | ||
| Name of Institution | ||
| By: | /s/ Gary Herzog | |
| Name: Gary Herzog | ||
| Title: Managing Director | ||
| By: | /s/ Myra Martinez | |
| Name: Myra Martinez | ||
| Title: Vice President | ||
| SO AGREED: | ||
| Industrial and Commercial Bank of China Limited, New York Branch | ||
| Name of Institution | ||
| By: | /s/ Michael D’Anna | |
| Name: Michael D’Anna | ||
| Title: Executive Director | ||
| By: | /s/ Linjia Zhou | |
| Name: Linjia Zhou | ||
| Title: Executive Director | ||
| SO AGREED: | ||
| ING Bank N.V. | ||
| Name of Institution | ||
| By: | /s/ Peter Vissers | |
| Name: Peter Vissers | ||
| Title: Country Manager Brazil | ||
| By: | /s/ Ernst Gallandat Huet | |
| Name: Ernst Gallandat Huet | ||
| Title: Vice President | ||
| SO AGREED: | ||
| Lloyds Bank plc | ||
| Name of Institution | ||
| By: | /s/ Erin Doherty | |
| Name: Erin Doherty | ||
| Title: Assistant Vice President – Transaction Execution – Category A – D006 | ||
| By: | /s/ Daven Popat | |
| Name: Daven Popat | ||
| Title: Senior Vice President – Transaction Execution – Category A – P003 | ||
| SO AGREED: | ||
| National Australia Bank Ltd. | ||
| Name of Institution | ||
| By: | /s/ Joran Laird | |
| Name: Joran Laird | ||
| Title: Director - FIG | ||
| SO AGREED: | ||
| PNC Bank, National Association | ||
| Name of Institution | ||
| By: | /s/ Morey A. Wade | |
| Name: Morey A. Wade | ||
| Title: Vice President | ||
| SO AGREED: | ||
| Societe Generale | ||
| Name of Institution | ||
| By: | /s/ William Aishton | |
| Name: William Aishton | ||
| Title: Director | ||
| SO AGREED: | ||
| STATE STREET BANK AND TRUST COMPANY | ||
| Name of Institution | ||
| By: | /s/ Kimberly R. Costa | |
| Name: Kimberly R. Costa | ||
| Title: Vice President | ||
| SO AGREED: | ||
| The Bank of New York Mellon | ||
| Name of Institution | ||
| By: | /s/ Michael Pensari | |
| Name: Michael Pensari | ||
| Title: Managing Director | ||
| SO AGREED: | ||
| The Bank of Nova Scotia | ||
| Name of Institution | ||
| By: | /s/ Kevin Chan | |
| Name: Kevin Chan | ||
| Title: Director | ||
| SO AGREED: | ||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | ||
| Name of Institution | ||
| By: | /s/ Glenn Schuermann | |
| Name: Glenn Schuermann | ||
| Title: Director | ||
| SO AGREED: | ||
| NOMURA CORPORATE FUNDING AMERICAS, LLC | ||
| Name of Institution | ||
| By: | /s/ Sean P. Kelly | |
| Name: Sean P. Kelly | ||
| Title: Managing Director | ||
| SO AGREED: | ||
| UNICREDIT BANK A.G. | ||
| Name of Institution | ||
| By: | /s/ Aleksander Borowicz | |
| Name: Aleksander Borowicz | ||
| Title: Director | ||
| By: | /s/ Michael A. Imperiale | |
| Name: Michael A. Imperiale | ||
| Title: Director | ||
| SO AGREED: | ||
| Manufacturers and Traders Trust Company | ||
| Name of Institution | ||
| By: | /s/ Ashley J. S. Thompson | |
| Name: Ashley J. S. Thompson | ||
| Title: Vice President | ||
| SO AGREED: | ||
| Natixis, New York Branch | ||
| Name of Institution | ||
| By: | /s/ Ronald Lee | |
| Name: Ronald Lee | ||
| Title: Director | ||
| By: | /s/ Rebecca Lo | |
| Name: Rebecca Lo | ||
| Title: Analyst | ||
| SO AGREED: | ||
| The Governor & Company of the Bank of Ireland | ||
| Name of Institution | ||
| By: | /s/ Cora Phelan | |
| Name: Cora Phelan | ||
| Title: Senior Manager | ||
| The Governor & Company of the Bank of Ireland | ||
| Name of Institution | ||
| By: | /s/ Keith Hughes | |
| Name: Keith Hughes | ||
| Title: Director | ||