American International Group, Inc. (NYSE:AIG) today announced
the final results as of 11:59 p.m., New York City time, on April
13, 2015 (the “Expiration Date”), of its previously announced cash
tender offer for up to $1.25 billion maximum aggregate purchase
price of the notes and debentures issued or guaranteed by AIG
listed in the table below, pursuant to its offer to purchase dated
March 17, 2015. As previously announced, the early participation
date for the tender offer was 5:00 p.m., New York City time, on
March 30, 2015. The complete terms of the tender offer, including
certain capitalized terms used but not defined herein, are set
forth in the offer to purchase and the related letter of
transmittal.
As previously announced, the tender offer was oversubscribed.
Accordingly, AIG has accepted all notes and debentures validly
tendered and not withdrawn of acceptance priority levels 1 through
6. Validly tendered debentures of acceptance priority level 7 have
been accepted on a prorated basis, as described in the offer to
purchase and set forth in the table below. No notes or debentures
of acceptance priority levels 8 through 17 have been accepted by
AIG.
As of the Expiration Date, the principal amount of notes and
debentures of each series validly tendered and accepted by AIG, the
acceptance priority level and the Total Consideration per $1,000,
£1,000 or €1,000 principal amount are as set forth in the table
below. The Total Consideration includes an early participation
amount of $50, £50 or €50 per $1,000, £1,000 or €1,000 principal
amount, as applicable, of notes and debentures validly tendered
prior to 5:00 p.m., New York City time, on March 30, 2015 and
accepted for purchase. Holders who validly tendered their notes or
debentures after the early participation date and on or prior to
the Expiration Date and whose notes or debentures have been
accepted for purchase will receive only the Tender Offer
Consideration, which is equal to the Total Consideration less the
early participation amount.
The payment date is expected to be on or about April 15, 2015.
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.
Title of Security Security Identifier
Principal
Amount
Outstanding
Acceptance Priority Levels
Principal Amount Tendered Principal
Amount
Accepted
Total Consideration(1)
(millions) (millions) (millions) 8.175% Series A-6
Junior Subordinated Debentures
CUSIP:
026874BS5
026874BR7 (144A)
U02687BW7 (Reg. S)
ISIN:
US026874BS54
US026874BR71 (144A)
USU02687BW75 (Reg. S)
$1,195.5 1 $588.3 $588.3 $1,423.04 7.57% Junior Subordinated
Deferrable Interest Debentures, Series A
CUSIP:
00138GAB5
ISIN:
US00138GAB59
$136.2 2 $57.3 $57.3 $1,370.81 8.625% Series A-8 Junior
Subordinated Debentures
ISIN:
XS0365317113 (144A)
XS0365314284 (Reg. S)
£65.7 3 £60.1 £60.1 £1,187.67 8½% Junior Subordinated
Debentures due 2030
CUSIP:
00138GAA7
ISIN:
US00138GAA76
$155.4 4 $39.0 $39.0 $1,416.37 8.000% Series A-7 Junior
Subordinated Debentures
ISIN:
XS0365324838 (144A)
XS0365323608 (Reg. S)
€43.8 5 €30.3 €30.3 €1,186.11 8⅛% Junior Subordinated
Deferrable Interest Debentures, Series B
CUSIP:
00138GAC3
ISIN:
US00138GAC33
$244.6 6 $17.4 $17.4 $1,447.39 6.25% Series A-1 Junior
Subordinated Debentures
CUSIP:
026874BE6
ISIN:
US026874BE68
$496.2 7 $350.8 $93.1 $1,180.10 5.75% Series A-2 Junior
Subordinated Debentures
ISIN:
XS0291641420
CUSIP:
026874BF3
£161.7 8 £125.1 £0 £1,065.13 8⅛% Debentures Due April 28,
2023
CUSIP:
866930AB6
ISIN:
US866930AB63
$86.4 9 $15.2 $0 $1,368.09 6.765% Sterling Notes Due
November 15, 2017
ISIN:XS0827565663
XS0702072900 (144A)
XS0702072819 (Reg. S)
£281.4 10 £199.0 £0 £1,144.02 6.797% Euro Notes Due November
15, 2017
ISIN:
XS0827566711
XS0702072140 (144A)
XS0702071928 (Reg. S)
€61.8 11 €15.2 €0 €1,162.66 6⅝% Notes Due 2029
CUSIP:
026351AZ9
ISIN:
US026351AZ90
$150.0 12 $25.9 $0 $1,360.14 5.60% Debentures Due July 31,
2097
CUSIP:
866930AG5
ISIN:
US866930AG50
$20.3 13 $1.8 $0 $1,128.88 7½% Notes Due 2025
CUSIP:
026351AU0
ISIN:
US026351AU04
$135.5 14 $17.3 $0 $1,389.44 4.875% Series A-3 Junior
Subordinated Debentures
ISIN:
XS0291642154
CUSIP:
026874BG1
€306.2 15 €219.9 €0 €1,056.71 6.820% Dollar Notes Due
November 15, 2037
CUSIP:
026874CW5 026874CE5 (144A)
U02687 CJ5 (Reg. S)
ISIN:US026874CW57
US026874CE59 (144A)
USU02687CJ55 (Reg. S)
$243.5 16 $162.6 $0 $1,445.33 5.850% Medium-Term Notes,
Series G, due January 16, 2018
CUSIP:
02687QDG0
ISIN:
US02687QDG01
$2,411.0 17 $603.1 $0 $1,119.30
_______________
(1) Assuming payment is made on April 15,
2015.
AIG 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 was the Information Agent and Depositary. For
additional information regarding the expiration of the tender offer
or the expected Payment Date, 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); Goldman Sachs International at +44 (0) 207 774 9862
(international); or 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), or by email at aig@gbsc-usa.com.
Certain statements in this press release, including those
describing the completion of the tender offer, 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.
AIGInvestors:Liz Werner,
212-770-7074elizabeth.werner@aig.comorMedia:Jennifer Hendricks
Sullivan, 212-770-3141jennifer.sullivan@aig.com
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