American International Group, Inc. (NYSE:AIG) today commenced
cash tender offers for 39 series of debt securities of AIG and its
subsidiaries. The complete terms of the tender offers are set forth
in two separate offers to purchase and the related letters of
transmittal, each dated today. Securities that are accepted in the
tender offers will be purchased, retired and cancelled by the
relevant issuer. Consummation of the tender offers is subject to a
number of conditions, including the absence of any adverse legal
and market developments. Subject to applicable law, AIG may waive
certain of these conditions or extend, terminate or otherwise amend
one or more of the tender offers. The tender offers are not
cross-conditioned, and AIG may complete some, all or none of
them.
Any and All Tender Offers
AIG is offering to purchase any and all of the notes listed on
Tables I and II below. These offers will expire at 5:00 p.m., New
York City time, on March 25, 2015, subject to extension. Table I
sets forth the fixed prices paid for each series of notes listed
therein. The prices paid for each series of notes listed in Table
II will be based on fixed spreads to certain reference benchmarks,
determined on March 25, 2015, as described in the applicable offer
to purchase. Tenders of notes may be validly withdrawn at any time
at or prior to the expiration date but not thereafter. Holders
whose notes are accepted in these tender offers will also receive,
where applicable, a cash payment representing accrued interest from
the most recent interest payment date to but excluding the date AIG
purchases the notes. The payment date for each any and all offer
will be promptly following its expiration and is expected to be on
or about March 30, 2015. The notes are part of the Direct
Investment book (the “DIB”) and will be purchased using cash
allocated to the DIB.
Copies of the offer to purchase, the related letter of
transmittal and the notice of guaranteed delivery for the any and
all tender offers are available at the following web address:
http://www.gbsc-usa.com/aig/.
Maximum Tender Offer
AIG is also offering to purchase the notes and debentures listed
on Table III below for an aggregate purchase price, not including
accrued interest, of up to $1.25 billion. The early participation
date for this tender offer is 5:00 p.m., New York City time, on
March 30, 2015, and the expiration date for this tender offer is
11:59 p.m., New York City time, on April 13, 2015 (in each case,
subject to extension). The prices paid for the notes and debentures
denominated in U.S. Dollars and Sterling will be calculated on the
basis of the yield to the applicable call or maturity date of the
applicable reference security listed on Table III, at 10:00 a.m.,
New York City time, for the notes and debentures denominated in
U.S. Dollars, or 3:00 p.m., London time, for the notes and
debentures denominated in Sterling, each on the business day
following the early participation date, plus the fixed spread
applicable to such note, as set forth on Table III. The price paid
for the notes denominated in Euros will be calculated on the basis
of the rates payable on certain reference swaps, at 3:00 p.m.,
London time, on the business day following the early participation
date, plus the fixed spread applicable to such note, as described
more fully in the applicable offer to purchase. 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 date AIG purchases the
notes. The payment date for this offer will be promptly following
its expiration and is expected to be on or about April 15,
2015.
The following is a brief summary of certain key elements of this
tender offer:
- Holders who validly tender and who do
not validly withdraw their notes or debentures at or prior to 5:00
p.m., New York City time on March 30, 2015, and whose tenders are
accepted for purchase, will receive the Total Consideration.
- Holders who validly tender their notes
or debentures after 5:00 p.m., New York City time on the early
participation date but at or prior to the expiration date, and
whose securities are accepted for purchase, will only be eligible
to receive the Tender Offer Consideration, which is equal to the
Total Consideration less the Early Participation Amount.
- Tenders of notes or debentures may be
validly withdrawn at any time at or prior to 5:00 p.m., New York
City time, on March 30, 2015 (subject to extension), but not
thereafter.
- AIG reserves the right, but is under no
obligation, to increase the maximum amount of notes and debentures
sought in this tender offer. In the event of any such increase, AIG
will not be obligated (except as required by applicable law) to
extend the early participation date, the withdrawal date or the
expiration date.
- If this tender offer is oversubscribed,
AIG will accept for payment all securities validly tendered in
accordance with the acceptance priority levels set forth in Table
III. If there are sufficient remaining funds to purchase some, but
not all, of the remaining tendered notes or debentures at any
acceptance priority level, AIG will accept for payment such
tendered notes or debentures on a prorated basis.
# # #
This press release is qualified in its entirety by the offers to
purchase and related letters of transmittal.
AIG has retained Barclays Bank PLC, Barclays Capital Inc., BofA
Merrill Lynch, Goldman, Sachs & Co. and Goldman Sachs
International 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 offers,
please contact: Barclays Bank PLC at +44 (0) 207 773 8990
(international); Barclays Capital Inc. at (800) 438-3242
(toll-free) or (212) 528-7581 (collect); BofA Merrill Lynch at +44
(0) 20 7995 2929 (international), (888) 292-0070 (toll-free) or
(980) 387-3907 (collect); Goldman, Sachs & Co. at (800)
828-3182 (toll-free) or (212) 902-5183 (collect); or Goldman Sachs
International at +44 (0) 207 774 9862 (international). 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 offers 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 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 serving customers in more than 100 countries
and jurisdictions. AIG companies serve commercial, institutional,
and individual customers through one of the most extensive
worldwide property-casualty networks of any insurer. In addition,
AIG companies are leading providers of life insurance and
retirement services in the United States. 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 |
YouTube: www.youtube.com/aig | Twitter: @AIGinsurance | LinkedIn:
http://www.linkedin.com/company/aig
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.
Table I—Any and All Tender Offers—Fixed
Price Securities
Principal Fixed Price Per Amount
Reference Principal Title of Security and Security
Outstanding Authorized Amount of
Identifier Issuer (millions)
Denominations
Securities(1)
2.275% Fixed Rate Notes Due 8 August 2016
ISIN: XS0263983040
AIG JPY 2,000.0 JPY 100,000,000 and integral multiples thereof JPY
1,028.75
2.275% Fixed Rate Notes due 8 August
2016ISIN: XS0263873373
AIG JPY 3,000.0 JPY 100,000,000 and integral multiples thereof JPY
1,028.75
8.59% Fixed Rate Notes due September 15,
2016*ISIN: XS0266561769
AIG MXN 437.8 MXN 1,000,000 and integral multiples ofMXN 1,000 in
excess thereof MXN 1,065.00
Fixed Rate Notes due 24 October
2016ISIN: XS0287306830
AIG JPY 20,000.0 JPY 10,000,000,000 and integral multiples thereof
JPY 1,052.50
2.75 per cent. Notes due 2016ISIN: CH0027962825
AIG CHF 114.9 CHF 5,000 and integral multiples thereof CHF 1,056.25
7.98% Fixed Rate Notes due 15 June
2017*ISIN: XS0305757337
AIG MXN 1,488.0 MXN 1,000,000 and integral multiples ofMXN 1,000 in
excess thereof MXN 1,075.00
3.375 per cent. Notes due 2017ISIN: CH0031390476
AIG CHF 114.7 CHF 5,000 and integral multiples thereof CHF 1,085.00
Fixed Rate Notes due 22 November
2017ISIN: XS0309312469
AIG JPY 20,000.0 JPY 100,000,000 and integral multiples thereof JPY
1,061.25
Fixed Rate Notes due April 24,
2018ISIN: XS0309298296
AIG JPY 20,000.0 JPY 10,000,000,000 and integral multiples thereof
JPY 1,095.00
Fixed Rate Notes due 23 August
2018ISIN: XS0309312113
AIG JPY 20,000.0 JPY 100,000,000 and integral multiples thereof JPY
1,100.00
Fixed Rate Notes due 2018*ISIN: XS0370704750
AIG-FP Matched FundingCorp.†
NOK 250.0 NOK 500,000 and integral multiples thereof NOK 1,190.00
Callable Fixed Rates due 19 March
2047*ISIN: XS0292331955
AIG-FP Matched FundingCorp.†
EUR 21.8 EUR 50,000 and integral multiples thereof EUR 1,088.75
Callable Zero Coupon Notes due April
2035(2)ISIN: XS0216334028
AIG-FP Matched FundingCorp.†
USD 9.7 USD 1,000,000 and integral multiples thereof USD 1,951.25
Medium-Term Notes, Series AIG-FP,
FloatingRate LIBOR Notes Due November 27, 2046CUSIP: 02687QBF4ISIN:
US02687QBF46
AIG USD 20.0 USD 1,000 and integral multiples thereof USD 982.50
Medium-Term Notes, Series AIG-FP,
FloatingRate LIBOR Notes Due December 5, 2046CUSIP: 02687QBG2ISIN:
US02687QBG29
AIG USD 0.3 USD 1,000 and integral multiples thereof USD 982.50
Medium-Term Notes, Series AIG-FP,
MunicipalIndex Linked Range Accrual Notes Due November 20,
2017(3)CUSIP: 02687QDB1ISIN: US02687QDB14
AIG USD 10.0 USD 1,000 and integral multiples thereof USD 1,145.00
Medium-Term Notes, Series AIG-FP,
FloatingRate LIBOR Notes Due November 27, 2047CUSIP: 02687QDC9ISIN:
US02687QDC96
AIG USD 2.5 USD 1,000 and integral multiples thereof USD 985.00
DJ-AIGCITR-F2 Commodity Index Linked
NotesDue May 11, 2017(2)CUSIP:
001379AQ9 (Reg. D)001379AP1 (144A)
AIG-FP Private Funding(Cayman)
Limited†
USD 3.8 USD 100,000 and integral multiples ofUSD 10,000 in excess
thereof USD 660.00
DJ-AIGCITR Commodity Index Linked
NotesSeries 2006-B Due July 29, 2016(2)CUSIP: 001379AG1 (Reg. D)001379AF3 (144A)
AIG-FP Private Funding(Cayman)
Limited†
USD 7.7 USD 100,000 and integral multiples ofUSD 10,000 in excess
thereof USD 610.00
DJ-AIGCITR-F2 Commodity Index Linked Notes
Due September 26, 2016(2)CUSIP:
001378AT5 (Reg. D)001378AS7 (144A)
AIG-FP Private Funding(Cayman)
Limited†
USD 1.5 USD 100,000 and integral multiples ofUSD 10,000 in excess
thereof USD 762.50
________
* Listed on the Official List of the Irish Stock Exchange and
traded on its regulated market.
† Guaranteed by AIG.
(1) The Reference Principal Amounts are CHF 1,000, EUR 1,000,
JPY 1,000, MXN 1,000, NOK 1,000 or USD 1,000, as applicable.
(2) Indicates zero coupon notes. Holders of these notes will not
receive accrued interest if their notes are accepted for
payment.
(3) Interest is currently calculated at 7.5% per annum in
accordance with the terms of the Municipal Index Linked Range
Accrual Notes.
Table II—Any and All Tender Offers—Fixed Spread
Securities
Principal
Title of Security and Amount
Applicable
Fixed Hypothetical Security Outstanding
Authorized Maturity Reference Security /
Reference Spread Total Identifier
Issuer (millions) Denominations Date
Interpolated Swap Page/Screen (basis points)
Consideration(1)
5.450% Medium-Term Notes,Series MP,
MatchedInvestment Program, DueMay 18, 2017(2)CUSIP: 02687QBW7ISIN:
US02687QBW78
AIG USD 840.0
USD 1,000 andintegral multiplesthereof
May 18, 2017
0.50% U.S. Treasurydue February 28,
2017
Bloomberg PX1 47 USD 1,091.21
5.000 per cent. notes due
2017*(3)ISIN: XS0307512722
AIG EUR 600.0
EUR 50,000 andintegral
multiplesthereof
June 26, 2017
June 2017 InterpolatedSwap Rate
Bloomberg ICAE1 10 EUR 1,107.22
________
* Listed on the Official List of the Irish Stock Exchange and
traded on its regulated market.
(1) Actual Total Consideration may differ.
(2) The price paid for these notes will be an amount that would
reflect, on the date of purchase, a yield to the applicable
maturity date equal to the sum of the yield of the reference
security listed above at 10:00 a.m., New York City time, on the
expiration date, plus the Fixed Spread set forth above.
(3) The price paid for these notes will be an amount that would
reflect, on the date of purchase, a yield to the applicable
maturity date equal to the sum of the interpolated swap rate
indicated above at 2:00 p.m., London time, on the expiration date,
plus the Fixed Spread set forth above.
Table III – Maximum Tender
Offer
Applicable Principal Reference
Fixed Call / Amount Acceptance
Early Security/ Spread Title of
Maturity Outstanding Priority
Authorized Participation Interpolated
Reference (basis Hypothetical Total
Security Issuer Security Identifier
Date (millions) Levels Denominations
Amount(1)
Rate Page/Screen points)
Consideration(2)
8.175% SeriesA-6
JuniorSubordinatedDebentures
AIG
CUSIP:
026874BS5
026874BR7 (144A)
U02687BW7 (Reg. S)
ISIN:
US026874BS54
US026874BR71 (144A)
USU02687BW75 (Reg. S)
May 15,2038
USD 1,195.5 1
USD 1,000 andintegralmultiplesthereof
USD 50
3.00% U.S.Treasurydue11/15/2044
BloombergPX1
250 USD 1,405.00
7.57%
JuniorSubordinatedDeferrableInterestDebentures,Series A
AIG LifeHoldings,Inc.†
CUSIP:
00138GAB5
ISIN:
US00138GAB59
December 1,2045
USD 136.2 2
USD 100,000and integralmultiples ofUSD
1,000 inexcess thereof
USD 50
3.00% U.S.Treasurydue11/15/2044
BloombergPX1
260 USD 1,350.68
8.625% SeriesA-8
JuniorSubordinatedDebentures*
AIG
ISIN:
XS0365317113(144A)XS0365314284 (Reg. S)
May 22,2018
GBP 65.7 3
GBP 50,000 andintegralmultiplesthereof
GBP 50
5.00% UKTreasurydue03/07/2018
BloombergDMO2
170 GBP 1,184.46
8½% JuniorSubordinatedDebenturesdue
2030
AIG LifeHoldings,Inc.†
CUSIP:
00138GAA7
ISIN:
US00138GAA76
July 1,2030
USD 155.4 4
USD 1,000 andintegralmultiplesthereof
USD 50
3.00% U.S.Treasurydue11/15/2044
BloombergPX1
210 USD 1,402.25
8.000% SeriesA-7
JuniorSubordinatedDebentures*
AIG
ISIN:
XS0365324838(144A)XS0365323608 (Reg. S)
May 22,2018
EUR 43.8 5
EUR 50,000and integralmultiplesthereof
EUR 50
May 2018InterpolatedSwap Rate
BloombergICAE1
165 EUR 1,185.57
8⅛%
JuniorSubordinatedDeferrableInterestDebentures,Series B
AIG LifeHoldings,Inc.†
CUSIP:
00138GAC3
ISIN:
US00138GAC33
March 15,2046
USD 244.6 6
USD 100,000and integralmultiples ofUSD
1,000 inexcess thereof
USD 50
3.00% U.S.Treasurydue11/15/2044
BloombergPX1
265 USD 1,426.37
6.25% SeriesA-1 JuniorSubordinated
Debentures
AIG
CUSIP:
026874BE6
ISIN:
US026874BE68
March 15,2037
USD 496.2 7
USD 100,000and integralmultiples ofUSD
1,000 inexcess thereof
USD 50
3.00% U.S.Treasurydue11/15/2044
BloombergPX1
235 USD 1,164.66
5.75% SeriesA-2
JuniorSubordinatedDebentures
AIG
ISIN:
XS0291641420
CUSIP:
026874BF3
March 15,2017
GBP 161.7 8
GBP 50,000 andintegralmultiplesthereof
GBP 50
1.75% UKTreasuryStock due01/22/2017
BloombergDMO2
185 GBP 1,064.14
8⅛%DebenturesDue April 28,2023
SunAmericaInc.**
CUSIP:
866930AB6
ISIN:
US866930AB63
April 28,2023
USD 86.4 9
USD 1,000 andintegralmultiplesthereof
USD 50
2.00% U.S.Treasurydue02/15/2025
BloombergPX1
100 USD 1,357.30
6.765%Sterling NotesDueNovember
15,2017*
AIG
ISIN:XS0827565663
XS0702072900 (144A)
XS0702072819 (Reg. S)
November 15,2017
GBP 281.4 10
GBP 100,000and integralmultiples ofGBP
1,000 inexcess thereof
GBP 50
1.00% UKTreasuryStock due09/07/2017
BloombergDMO2
55 GBP 1,141.82
6.797% EuroNotes DueNovember 15,2017*
AIG
ISIN:
XS0827566711
XS0702072140 (144A)
XS0702071928 (Reg. S)
November 15,2017
EUR 61.8 11
EUR 100,000and integralmultiples ofEUR
1,000 inexcess thereof
EUR 50
November2017InterpolatedSwap Rate
BloombergICAE1
35 EUR 1,162.31
6⅝% NotesDue 2029
AIG LifeHoldings,Inc.†
CUSIP:
026351AZ9
ISIN:
US026351AZ90
February 15,2029
USD 150.0 12
USD 1,000 andintegralmultiplesthereof
USD 50
3.00% U.S.Treasurydue11/15/2044
BloombergPX1
80 USD 1,346.34
5.60%DebenturesDue July 31,2097
SunAmericaInc.**
CUSIP:
866930AG5
ISIN:
US866930AG50
July 31,2097
USD 20.3 13
USD 1,000 andintegralmultiplesthereof
USD 50
3.00% U.S.Treasurydue11/15/2044
BloombergPX1
240 USD 1,106.17
7½% NotesDue 2025
AIG LifeHoldings,Inc.†
CUSIP:
026351AU0
ISIN:
US026351AU04
July 15,2025
USD 135.5
14
USD 1,000 andintegralmultiplesthereof
USD 50
2.00% U.S.Treasurydue02/15/2025
BloombergPX1
110 USD 1,376.02
4.875% SeriesA-3
JuniorSubordinatedDebentures
AIG
ISIN:
XS0291642154
CUSIP:
026874BG1
March 15,2017
EUR 306.2 15
EUR 50,000and integralmultiplesthereof
EUR 50
March 2017InterpolatedSwap Rate
BloombergICAE1
175 EUR 1,056.61
6.820% DollarNotes DueNovember 15,2037
AIG
CUSIP: 026874CW5026874CE5
(144A)U02687 CJ5 (Reg. S)ISIN:US026874CW57US026874CE59 (144A)USU02687CJ55
(Reg. S)
November 15,2037
USD 243.5 16 USD 150,000 and integral multiples of USD 1,000 in
excess thereof USD 50
3.00% U.S.Treasurydue11/15/2044
BloombergPX1
130
USD 1,425.41
5.850%Medium-TermNotes, SeriesG, due
January16, 2018
AIG
CUSIP:
02687QDG0
ISIN:
US02687QDG01
January 16,2018
USD 2,411.0 17 USD 2,000 and integral multiples of USD 1,000 in
excess thereof USD 50
1.00% U.S.Treasurydue03/15/2018
BloombergPX1
52 USD 1,115.13
________
* Listed on the Official List of the Irish Stock Exchange and
traded on its regulated market.
** All obligations of SunAmerica Inc. were assumed by AIG in
1999.
† Guaranteed by AIG.
(1) The total consideration payable for each $1,000, £1,000 or
€1,000 principal amount of the notes or debentures validly tendered
on or prior to 5:00 p.m., New York City time, on March 30, 2015 and
accepted for purchase by us includes the early participation
amount. In addition, holders whose notes or debentures are accepted
will also receive accrued interest on such notes or debentures.
(2) Per $1,000, £1,000 or €1,000 principal amount of notes or
debentures and assuming that the Reference Yield (as defined in the
Offer to Purchase for the maximum tender offer) had been measured
at 10:00 a.m., New York City, on March 16, 2015 (see Schedule B of
the Offer to Purchase for the maximum tender offer).
AIGInvestors:Liz Werner,
212-770-7074elizabeth.werner@aig.comorMedia:Jennifer Hendricks
Sullivan, 212-770-3141jennifer.sullivan@aig.com
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