Filed Pursuant to Rule 433
Registration Statement No. 333-223282
American International Group, Inc.
$1,000,000,000
4.375% Notes Due 2050
| Issuer: | American International Group, Inc. |
| Offering Format: | SEC Registered |
| Securities: | 4.375% Notes Due 2050 (the “2050 Notes”) |
| Expected Ratings (Moody’s / S&P / Fitch)*: | Baa1 (stable) / BBB+ (stable) / BBB+ (negative) |
| Security Type: | Senior Unsecured Fixed Rate Notes |
| Trade Date: | May 6, 2020 |
| Settlement Date: | May 11, 2020 (T + 3) ** |
| Maturity Date: | June 30, 2050 |
| Principal Amount: | $1,000,000,000 |
| Price to Public: | 99.494% of principal amount |
| Underwriting Discount: | 0.875% |
| Net Proceeds to Issuer Before Expenses: | $986,190,000 |
| Spread to Treasury Benchmark: | T + 300 basis points |
| Treasury Benchmark: | 2.375% due November 15, 2049 |
| Treasury Benchmark Yield: | 1.405% |
| Coupon: | 4.375% |
| Yield to Maturity: | 4.405% |
| Interest Payment Dates: | Semi-annually on June 30 and December 30 of each year, commencing December 30, 2020 |
| Day Count Convention: | 30/360, unadjusted |
| Denominations: | $2,000, with increments of $1,000 thereafter |
| Early Redemption: | Make-whole redemption at any time prior to December 30, 2049 at a discount rate of Treasury +45 basis points. Par redemption at any time on or after December 30, 2049 |
| CUSIP/ISIN: | 026874 DP9 / US026874DP97 |
| Concurrent Offerings: |
$1,500,000,000 principal amount of 2.500% Notes Due 2025
$1,600,000,000 principal amount of 3.400% Notes Due 2030
The settlement of the 2050 Notes is not contingent on the settlement of the concurrent offerings. |
| Global Coordinators and Joint Book-Running Managers: | Citigroup Global Markets Inc. J.P. Morgan Securities LLC |
| Joint Book-Running Managers: | BNP Paribas Securities Corp. BofA Securities, Inc. HSBC Securities (USA) Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. |
| Senior Co-Managers: | Barclays Capital Inc. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC NatWest Markets Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank. UniCredit Capital Markets LLC Wells Fargo Securities, LLC |
| Co-Managers: | ANZ Securities, Inc. BBVA Securities Inc. ICBC Standard Bank Plc ING Financial Markets LLC M&T Securities, Inc. MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC The Governor and Company of the Bank of Ireland Academy Securities, Inc. CastleOak Securities, L.P. Drexel Hamilton, LLC Great Pacific Securities Loop Capital Markets LLC Mischler Financial Group, Inc. R. Seelaus & Co., LLC Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Note: We expect that delivery of the Notes will be made to investors on or about May 11, 2020, which is three business days following the date of the pricing of the Notes (such settlement cycle referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle on the second business day following the date of any contract for sale (such settlement cycle referred to as “T+2”), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to two business days before May 11, 2020 will be required, by virtue of the fact that the Notes will settle in T+3, to specify an alternative settlement cycle at the time of the trade to prevent a failed settlement and should consult their own advisers in connection with that election.
The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or J.P. Morgan Securities LLC toll-free at 1-212-834-4533 (Collect).