American International Group, Inc. (NYSE: AIG) today announced
the Reference Yields and Total Consideration for its previously
announced cash tender offer for the notes and debentures issued or
guaranteed by AIG listed in the table below.
The complete terms of the tender offer are set forth in the
offer to purchase dated March 17, 2015 and the related letter of
transmittal. The early participation date for the tender offer was
5:00 p.m., New York City time, on March 30, 2015. The expiration
date of the tender offer is 11:59 p.m., New York City time, on
April 13, 2015, unless extended. The payment date for this tender
offer will be promptly following its expiration and is expected to
be on or about April 15, 2015. Withdrawal rights for the tender
offers have expired and have not been extended.
Holders who validly tendered and did 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 set forth in the table below, which
includes an early participation amount of USD 50, GBP 50 or EUR 50
per
USD 1,000, GBP 1,000 or EUR 1,000 principal amount, as
applicable, of notes and debentures validly tendered and accepted
for purchase. Holders validly tendering their notes or debentures
after 5:00 p.m., New York City time, on the early participation
date and on or prior to the expiration date and whose securities
are accepted for purchase, will be eligible to receive only the
Tender Offer Consideration, which is equal to the Total
Consideration less the early participation amount. 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 payment date.
The tender offer was oversubscribed. As previously announced,
assuming no notes or debentures are validly tendered after the
early participation date, we intend to accept all notes and
debentures validly tendered of acceptance priority levels 1 through
6. Validly tendered debentures of acceptance priority level 7 will
be accepted subject to proration. No notes or debentures of
acceptance priority levels 8 through 17 will be accepted.
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 notes and
debentures 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.
Title of
Security Issuer Security Identifier
Principal
Amount
Outstanding
(millions)
Acceptance Priority Level Reference Yield
Reference Security/
Interpolated Rate
Fixed Spread
Total Consideration(1)(2) 8.175% Series A-6 Junior
Subordinated Debentures AIG
CUSIP:
026874BS5
026874BR7 (144A)
U02687BW7 (Reg. S)
ISIN:
US026874BS54
US026874BR71 (144A)
USU02687BW75 (Reg. S)
USD 1,195.5 1
2.550%
3.00% U.S. Treasury due 11/15/2044 250
USD 1,423.04
7.57% Junior Subordinated Deferrable Interest Debentures,
Series A AIG Life Holdings, Inc.*
CUSIP:
00138GAB5
ISIN:
US00138GAB59
USD 136.2 2
2.550%
3.00% U.S. Treasury due 11/15/2044 260
USD 1,370.81
8.625% Series A-8 Junior Subordinated Debentures AIG
ISIN:
XS0365317113 (144A)
XS0365314284 (Reg. S)
GBP 65.7 3
0.619%
5.00% UK Treasury due 03/07/2018 170
GBP 1,187.67
8½% Junior Subordinated Debentures due 2030 AIG Life
Holdings, Inc.*
CUSIP:
00138GAA7
ISIN:
US00138GAA76
USD 155.4 4
2.550%
3.00% U.S. Treasury due 11/15/2044 210
USD 1,416.37
8.000% Series A-7 Junior Subordinated Debentures AIG
ISIN:
XS0365324838 (144A)
XS0365323608 (Reg. S)
EUR 43.8 5
0.127%
May 2018 Interpolated Swap Rate 165
EUR 1,186.11
8⅛% Junior Subordinated Deferrable Interest Debentures,
Series B AIG Life Holdings, Inc.*
CUSIP:
00138GAC3
ISIN:
US00138GAC33
USD 244.6 6
2.550%
3.00% U.S. Treasury due 11/15/2044 265
USD 1,447.39
6.25% Series A-1 Junior Subordinated Debentures AIG
CUSIP:
026874BE6
ISIN:
US026874BE68
USD 496.2
7
2.550%
3.00% U.S. Treasury due 11/15/2044 235
USD 1,180.10
5.75% Series A-2 Junior Subordinated Debentures AIG
ISIN:
XS0291641420
CUSIP:
026874BF3
GBP 161.7 8
0.406%
1.75% UK Treasury due 01/22/2017
185
GBP 1,065.13
8⅛% Debentures Due April 28, 2023 SunAmerica Inc.†
CUSIP:
866930AB6
ISIN:
US866930AB63
USD 86.4 9
1.947%
2.00% U.S. Treasury due 02/15/2025 100
USD 1,368.09
6.765% Sterling Notes Due November 15, 2017 AIG
ISIN:XS0827565663
XS0702072900 (144A)
XS0702072819 (Reg. S)
GBP 281.4 10
0.544%
1.00% UK Treasury due 09/07/2017 55
GBP 1,144.02
6.797% Euro Notes Due November 15, 2017 AIG
ISIN:
XS0827566711
XS0702072140 (144A)
XS0702071928 (Reg. S)
EUR 61.8 11
0.105%
November 2017 Interpolated Swap Rate 35
EUR 1,162.66
6⅝% Notes Due 2029 AIG Life Holdings, Inc.*
CUSIP:
026351AZ9
ISIN:
US026351AZ90
USD 150.0 12
2.550%
3.00% U.S. Treasury due 11/15/2044 80
USD 1,360.14
5.60% Debentures Due July 31, 2097 SunAmerica Inc.†
CUSIP:
866930AG5
ISIN:
US866930AG50
USD 20.3 13
2.550%
3.00% U.S. Treasury due 11/15/2044 240
USD 1,128.88
7½% Notes Due 2025 AIG Life Holdings, Inc.*
CUSIP:
026351AU0
ISIN:
US026351AU04
USD 135.5 14
1.947%
2.00% U.S. Treasury due 02/15/2025 110
USD 1,389.44
4.875% Series A-3 Junior Subordinated Debentures AIG
ISIN:
XS0291642154
CUSIP:
026874BG1
EUR 306.2 15
0.083%
March 2017 Interpolated Swap Rate 175
EUR 1,056.71
6.820% Dollar Notes Due November 15, 2037 AIG
CUSIP:
026874CW5
026874CE5 (144A)
U02687 CJ5 (Reg. S)
ISIN:US026874CW57
US026874CE59 (144A)
USU02687CJ55 (Reg. S)
USD 243.5 16
2.550%
3.00% U.S. Treasury due 11/15/2044 130
USD 1,445.33
5.850% Medium-Term Notes, Series G, due January 16, 2018 AIG
CUSIP:
02687QDG0
ISIN:
US02687QDG01
USD 2,411.0 17
0.895%
1.00% U.S. Treasury due 03/15/2018 52
USD 1,119.30
_____________
* Guaranteed by AIG.
† All obligations of SunAmerica Inc. were assumed by AIG in
1999.
(1) The Total Consideration payable for each USD 1,000, GBP
1,000 or EUR 1,000 principal amount of the notes or debentures
validly tendered on or prior to the early participation date 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 USD 1,000, GBP 1,000 or EUR 1,000 principal amount of
notes or debentures.
American International Group, Inc.Investors:Liz Werner,
212-770-7074elizabeth.werner@aig.comorMedia:Jennifer Hendricks
Sullivan, 212-770-3141jennifer.sullivan@aig.com
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