AIG Announces Results and Upsizing of Its Tender Offers for Certain Outstanding Notes

Rhea-AI Summary

American International Group (AIG) has announced the results of its cash offers to purchase various series of Notes, increasing the maximum purchase consideration from $1.0 billion to $1.14 billion. The Offers expired on November 17, 2021, with $2.18 billion of Notes validly tendered. A total of $682.48 million in combined principal has been accepted, and the settlement dates are November 19, 2021, for initial payments and November 23, 2021, for guaranteed deliveries. AIG did not accept Notes with lower acceptance priority levels.

Positive

• Increased maximum purchase consideration from $1.0 billion to $1.14 billion.
• $682.48 million in Notes have been accepted for purchase, satisfying the maximum purchase condition.

Negative

• AIG did not accept any Notes with acceptance priority levels lower than 10.

NEW YORK--(BUSINESS WIRE)-- American International Group, Inc. (NYSE: AIG) today announced the results of its previously announced 15 separate offers (the “Offers”) to purchase for cash the notes of the series listed in the table below (collectively, the “Notes”) and that it has amended the Offers by increasing the applicable Maximum Purchase Consideration from $1.0 billion to $1.14 billion. The Offers were made pursuant to AIG’s Offer to Purchase, dated November 8, 2021 (the “Offer to Purchase”), which sets forth a more comprehensive description of the terms and conditions of each Offer, and the accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

The Offers expired at 5:00 p.m. (Eastern time) on November 17, 2021 (the “Expiration Date”). The Initial Settlement Date will be November 19, 2021 and the Guaranteed Delivery Settlement Date will be November 23, 2021.

According to information provided by Ipreo LLC, the Information Agent and Tender Agent in connection with the Offers, $2,175,645,230 combined aggregate principal amount of the Notes (based on exchange rates for the Sterling and Euro Notes (as defined in the Offer to Purchase) of $1.3466 per £1.00 and $1.1318 per €1.00, respectively) were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, $213,263,000 combined aggregate principal amount of Notes were tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) and remain subject to the Holders’ performance of the delivery requirements under such procedures. For purposes of determining whether the Maximum Purchase Consideration has been reached, AIG converted the Total Consideration for each series of the Sterling Notes and the Euro Notes validly tendered into U.S. Dollars using an exchange rate of $1.3466 per £1.00 and $1.1318 per €1.00, respectively. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents.

Acceptance Priority Level(1)	Title of Security	Original Issuer	CUSIP/ISIN	Principal Amount Outstanding (millions)	Total Consideration(1)	Principal Amount Tendered(2)	Principal Amount Accepted(2)	Principal Amount Reflected in Notices of Guaranteed Delivery
1	5.750% Series A-2 Junior Subordinated Debentures Due 2037	AIG	026874BF3 / XS0291641420	£59	£975.00	£16,400,000	£16,400,000	—
2	4.875% Series A-3 Junior Subordinated Debentures Due 2037	AIG	026874BG1 / XS0291642154	€163	€977.50	€65,400,000	€65,400,000	—
3	7.05% Notes Due 2025	SunAmerica Inc.(3)	86703QBJ9 / US86703QBJ94	$12	$1,227.26	$386,000	$386,000	—
4	7.00% Notes Due 2026	SunAmerica Inc.(3)	86703QBN0 / US86703QBN07	$8	$1,236.20	$473,000	$473,000	—
5	8.125% Debentures Due 2023	SunAmerica Inc.(3)	866930AB6 / US866930AB63	$62	$1,109.11	$237,000	$237,000	—
6	8.875% Senior Notes Due 2040	Validus	91915WAB8 / US91915WAB81	$250	$1,676.21	$36,408,000	$36,408,000	—
7	6.250% Series A-1 Junior Subordinated Debentures Due 2037	AIG	026874BE6 / US026874BE68	$107	$1,200.00	$42,960,000	$42,960,000	$247,000
8	8.175% Series A-6 Junior Subordinated Debentures Due 2058	AIG	026874BS5 / US026874BS54	$438	$1,500.00	$238,858,000	$238,858,000	$125,052,000
9	6.250% Notes Due 2036	AIG	026874AZ0 / US026874AZ07	$818	$1,398.93	$233,344,000	$233,344,000	$208,000
10	6.820% Notes Due 2037	AIG	026874CW5 / US026874CW57	$177	$1,423.30	$33,706,000	$33,706,000	$205,000
11	4.200% Notes Due 2028	AIG	026874 DK0 / US026874DK01	$750	$1,134.70	$376,565,000	$0	$8,003,000
12	4.250% Notes Due 2029	AIG	026874 DN4 / US026874DN40	$600	$1,143.44	$327,409,000	$0	$78,489,000
13	5.00% Notes Due 2023	AIG	XS0252367775	£500	£1,059.45	£175,950,000	£0	—
14	4.700% Notes Due 2035	AIG	026874 DE4 / US026874DE41	$500	$1,206.45	$139,095,000	$0	—
15	4.125% Notes Due 2024	AIG	026874CY1 / US026874CY14	$1,000	$1,069.49	$413,166,000	$0	$1,059,000

(1) The Total Consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each $1,000, €1,000 or £1,000 principal amount of such series of Notes validly tendered for purchase.
(2) The amounts exclude the principal amounts of Notes for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m., New York City time, on November 19, 2021.
(3) The current obligor for this series of Notes is American International Group, Inc. (as successor to SunAmerica Inc.).

Overall, $682,475,960 (based on exchange rates for the Sterling and Euro Notes of $1.3466 per £1.00 and $1.1318 per €1.00, respectively) combined aggregate principal amount of Notes have been accepted for purchase (excluding Notes delivered pursuant to the Guaranteed Delivery Procedures). The Maximum Purchase Condition (after giving effect to the increase described above) has been satisfied with respect to the Offers in respect of the series of Notes with Acceptance Priority Levels of 1-10. Accordingly, all Notes of those series that have been validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted for purchase. AIG has not accepted any Notes with Acceptance Priority Levels lower than 10 (as indicated in the table above) and will promptly return all validly tendered Notes of such series to the respective tendering Holders.

Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders whose Notes have been accepted for purchase in the Offers will receive the applicable Total Consideration for each $1,000, €1,000 or £1,000 principal amount of such Notes in cash on the Initial Settlement Date or Guaranteed Delivery Settlement Date. In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will be paid the Accrued Coupon Payment. Interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Offers, including those tendered through the Guaranteed Delivery Procedures.

AIG has retained Barclays Capital Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC to serve as Lead Dealer Managers and ANZ Securities, Inc., nabSecurities, LLC and Standard Chartered Bank to serve as Co-Dealer Managers for the Offers and has retained Ipreo LLC to serve as the tender and information agent for the Offers. Requests for documents may be directed to Ipreo LLC by telephone at (888) 593-9546 (toll free) or (212) 849-3880 (for banks and brokers) or by email at ipreo-tenderoffer@ihsmarkit.com. Questions regarding the Offers may be directed to Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect); BNP Paribas Securities Corp. at (888) 201-4358 (toll free) or (212) 841-3059 (collect); or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4756 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers were made only by and pursuant to the terms of the Offer to Purchase 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 the Offer to Purchase.

Certain statements in this press release, including those describing the completion of the Offers, 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. AIG member companies provide a wide range of property casualty insurance, life insurance, retirement solutions, and other financial services to customers in approximately 80 countries and jurisdictions. These 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.

Additional information about AIG can be found at www.aig.com | YouTube: www.youtube.com/aig | Twitter: @AIGinsurance www.twitter.com/AIGinsurance | LinkedIn: 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 jurisdictions, and coverage is subject to 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211118005785/en/

Quentin McMillan (Investors): quentin.mcmillan@aig.com

Claire Talcott (Media): claire.talcott@aig.com

Source: American International Group, Inc.

FAQ

What are the results of AIG's cash offers for its Notes?

AIG announced $2.18 billion in Notes were validly tendered for its cash offers, with $682.48 million accepted for purchase.

What is the maximum purchase consideration for AIG's accepted Notes?

The maximum purchase consideration was increased from $1.0 billion to $1.14 billion.

What are the key settlement dates for AIG's Notes offers?

The initial settlement date is November 19, 2021, and the guaranteed delivery settlement date is November 23, 2021.

Did AIG accept all validly tendered Notes?

No, AIG did not accept any Notes with acceptance priority levels lower than 10.