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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): August 17, 2023
 
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.)
 1271 Avenue of the Americas
New York, New York 10020
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (212) 770-7000
 
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))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $2.50 Per ShareAIGNew York Stock Exchange
4.875% Series A-3 Junior Subordinated DebenturesAIG 67EUNew York Stock Exchange
Depositary Shares Each Representing a 1/1,000th Interest in a Share of Series A 5.85% Non-Cumulative Perpetual Preferred Stock
AIG PRANew York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ¨ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Section 8 – Other Events

Item 8.01. Other Events.

On August 17, 2023, American International Group, Inc. (“AIG”) announced that Validus Holdings, Ltd. (“Validus Holdings”), an AIG company, will redeem all of the outstanding 8.875% Senior Notes due 2040 (CUSIP 91915WAB8 / ISIN US91915WAB81) of Validus Holdings (the “Notes”) on September 21, 2023 (the “Redemption Date”). On the Redemption Date, AIG will pay to each registered holder of the Notes (the “Holders”) a redemption price equal to the sum of the principal amount of Notes held by such Holder, accrued and unpaid interest thereon and a customary “make-whole” premium calculated in accordance with the indenture governing the Notes. As of August 17, 2023, $199,115,000 aggregate principal amount of the Notes was outstanding.

The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Notes. Holders should refer to the notice of redemption delivered to the Holders by The Bank of New York Mellon, the trustee with respect to the Notes.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 
Section 9 - Financial Statements and Exhibits
 
Item 9.01. Financial Statements and Exhibits.
 
 (d) Exhibits.
  
 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
EXHIBIT INDEX
 
Exhibit No. Description
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
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: August 17, 2023By:/s/ Prabha Sipi Bhandari
  Name:Prabha Sipi Bhandari
  Title:Senior Vice President, Deputy General Counsel and Corporate Secretary
 
 
 

Document
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Press ReleaseContacts:
Quentin McMillan (Investors): quentin.mcmillan@aig.com
Claire Talcott (Media): claire.talcott@aig.com

Validus Holdings to Redeem its 8.875% Senior Notes Due 2040


NEW YORK – Aug. 17, 2023 – American International Group, Inc. (NYSE: AIG) (“AIG”) today announced that Validus Holdings, Ltd. (“Validus Holdings”), an AIG company, will redeem all of the outstanding 8.875% Senior Notes due 2040 (CUSIP 91915WAB8 / ISIN US91915WAB81) of Validus Holdings (the “Notes”) on September 21, 2023 (the “Redemption Date”) and directed The Bank of New York Mellon, the trustee with respect to the Notes (the “Trustee”), to deliver a notice of redemption to each registered holder of the Notes (the “Holders”).

On the Redemption Date, AIG will pay to each Holder a redemption price equal to the sum of the principal amount of Notes held by such Holder, accrued and unpaid interest thereon and a customary “make-whole” premium calculated in accordance with the indenture governing the Notes. The Notes are being redeemed in connection with the previously announced proposed sale of Validus Holdings and certain of its affiliates by AIG to RenaissanceRe Holdings Ltd. which is anticipated to close in the fourth quarter of 2023, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions. As of August 17, 2023, $199,115,000 aggregate principal amount of the Notes were outstanding.

This press release does not constitute a notice of redemption of the Notes. Holders should refer to the notice of redemption delivered to the Holders by the Trustee, and this press release is qualified in its entirety by such notice.

# # #

Certain statements in this press release, including those describing the completion of the redemption and the proposed transaction with RenaissanceRe Holdings Ltd, 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.

# # #

About AIG

American International Group, Inc. (AIG) is a leading global insurance organization. AIG member companies provide insurance solutions that help businesses and individuals in approximately 70 countries and jurisdictions protect their assets and manage risks. For additional information, visit www.aig.com. AIG common stock is listed on the New York Stock Exchange.

AIG is the marketing name for the worldwide operations of American International Group, Inc. 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 jurisdictions, and coverage is subject to


https://cdn.kscope.io/0629aec1c76dfaa9a681d7cf99abd1a5-image.jpg
underwriting requirements and 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.