American International Group, Inc. (NYSE:AIG) today commenced
cash tender offers for 26 series of debt securities of AIG and one
of its subsidiaries, AIG Life Holdings, Inc. 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 AIG or AIG Life Holdings, Inc.,
as applicable. Consummation of the tender offers is subject to a
number of conditions, including the absence of any adverse legal
and market developments and, for the maximum tender offer discussed
below, a financing condition (as described in the applicable offer
to purchase). 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.
Maximum Tender Offer
AIG is offering to purchase the notes and debentures listed in
Table I below in an aggregate principal amount (U.S. Dollar
equivalent) of up to $3.0 billion. The early participation date for
this tender offer is 5:00 p.m., New York City time, on July 1, 2015
(the “Early Participation Date”), and the expiration date for this
tender offer is 11:59 p.m., New York City time, on July 16, 2015
(in each case, subject to extension). As indicated in Table I, the
price to be paid for each series of notes and debentures will be
either fixed or based on fixed spreads to certain reference
benchmarks, as further described below. The prices to be paid for
the “fixed spread” 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 in Table I, at 10:00 a.m., New York City time, for
the “fixed spread” notes and debentures denominated in U.S.
Dollars, or 3:00 p.m., London time, for the “fixed spread” notes
and debentures denominated in Sterling, each on the business day
following the Early Participation Date, plus the fixed spread
applicable to such note or debenture as set forth in Table I. The
price to be paid for the “fixed spread” notes or debentures
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 or debenture, as described
more fully in the applicable offer to purchase. Table I also sets
forth the fixed price to be paid for the “fixed price” notes listed
therein. 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 and debentures. The
payment date for this offer will be promptly following its
expiration and is expected to be on or about July 20, 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 July 1, 2015 (subject to extension),
the Early Participation Date, 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 (as defined
in the applicable offer to purchase and set forth in Table I
below).
- 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 July 1, 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
I. 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 tender offer is subject to
conditions, including a financing condition that provides that the
tender offer is conditioned on AIG having issued and sold, in one
or more capital markets financing transactions, on terms
satisfactory in AIG’s reasonable judgment, debt securities
providing net proceeds at least equal to a material portion, in
AIG’s reasonable judgment, of the aggregate principal amount of the
notes and debentures accepted in this tender offer.
Any and All Tender Offers
AIG is also offering to purchase any and all of the notes listed
in Tables II and III below. These offers will expire at 5:00 p.m.,
New York City time, on July 1, 2015, subject to extension. Table II
sets forth the fixed prices to be paid for each series of notes
listed therein. The prices to be paid for each series of notes
listed in Table III will be based on fixed spreads to certain
reference benchmarks, determined on July 1, 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 tender offer will be promptly following its
expiration and is expected to be on or about July 7, 2015.
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/.
# # #
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.,
Credit Suisse Securities (Europe) Limited and Credit Suisse
Securities (USA) LLC 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); Credit Suisse Securities
(Europe) Limited at +44 (0) 207 888 5564; or Credit Suisse
Securities (USA) LLC at (800) 820-1653 (toll-free) or (212)
538-2147 (collect). 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 – Maximum Tender Offer
SECURITIES SUBJECT TO THE TENDER OFFER
Fixed Spread Securities Fixed Price Securities
Title of Security Issuer Security
Identifier Applicable
Call /
Maturity
Date
Principal
Amount
Outstanding
(millions)
Acceptance Priority Level Authorized
Denominations
Early
Participation
Amount(1)
Reference
Security/
Interpolated Rate
Bloomberg
Reference
Page
/Screen
Fixed
Spread
(basis points)
Hypothetical Total
Consideration(2)
Fixed Price(3)
TotalConsideration(3) 5.850% Medium-Term
Notes, Series G, due January 16, 2018 AIG
CUSIP:
02687QDG0
ISIN:
US02687QDG01
January 16, 2018 $2,411.0 1 $2,000 and integral multiples of $1,000
in excess thereof $50 1.125% U.S. Treasury due 06/15/2018 Bloomberg
PX1 55 $1,101.77 — — 6.400% Notes Due 2020 AIG
CUSIP:
026874BW6
ISIN:
US026874BW66
December 15, 2020 $1,250.9 2 $2,000 and integral multiples of
$1,000 in excess thereof $50 1.500% U.S. Treasury due 05/31/2020
Bloomberg PX1 100 $1,184.93 — — 3.375% Notes due 2020 AIG
CUSIP:
026874CX3
ISIN:
US026874CX31
August 15, 2020 $1,000.0 3 $2,000 and integral multiples of $1,000
in excess thereof $50 1.500% U.S. Treasury due 05/31/2020 Bloomberg
PX1 95 $1,034.26 — — 8.000% Series A-7 Junior Subordinated
Debentures† AIG
ISIN:
XS0365324838 (144A)
XS0365323608 (Reg. S)
May 22, 2018 €13.5 4 €50,000 and integral multiples thereof €50 May
2018 Interpolated Swap Rate Bloomberg
ICAE1
215 €1,152.10 — — 8.625% Series A-8 Junior Subordinated
Debentures† AIG
ISIN:
XS0365317113 (144A)
XS0365314284 (Reg. S)
May 22, 2018 £5.6 5 £50,000 and integral multiples thereof £50
5.000% UK Treasury due 03/07/2018 Bloomberg DMO2 230 £1,148.92 — —
5.60% Medium-Term Notes, Series G, due October 18, 2016 AIG
CUSIP:
02687QBC1
ISIN:
US02687QBC15
October 18, 2016 $645.6 6 $1,000 and integral multiples thereof $50
0.625% U.S. Treasury due 05/31/2017 Bloomberg PX1 40 $1,055.22 — —
4.375 per cent. Notes due 26 April 2016† AIG
ISIN:
XS0252366702
April 26, 2016 €750.0 7 €50,000 and integral multiples thereof €50
— — — — €982.40 €1,032.40 5.75% Series A-2 Junior
Subordinated Debentures AIG
CUSIP:
026874BF3
ISIN:
XS0291641420
March 15, 2017 £161.7 8 £50,000 and integral multiples thereof £50
1.750% UK Treasury due 01/22/2017 Bloomberg DMO2 215 £1,048.37 — —
4.875% Series A-3 Junior Subordinated Debentures AIG
CUSIP:
026874BG1
ISIN:
XS0291642154
March 15, 2017 €306.2 9 €50,000 and integral multiples thereof €50
March 2017 Interpolated Swap Rate Bloomberg ICAE1 210 €1,042.24 — —
6.765% Sterling Notes Due November 15, 2017† AIG
ISIN:
XS0827565663
XS0702072900 (144A)
XS0702072819 (Reg. S)
November 15, 2017 £281.4 10 £100,000 and integral multiples of
£1,000 in excess thereof £50 1.000% UK Treasury due 09/07/2017
Bloomberg DMO2 75 £1,120.07 — — 6.797% Euro Notes Due
November 15, 2017† AIG
ISIN:
XS0827566711
XS0702072140 (144A)
XS0702071928 (Reg. S)
November 15, 2017 €61.8 11 €100,000 and integral multiples of
€1,000 in excess thereof €50 November 2017 Interpolated Swap Rate
Bloomberg ICAE1 50 €1,140.22 — — 8½% Junior Subordinated
Debentures due 2030 AIG Life Holdings, Inc.*
CUSIP:
00138GAA7
ISIN:
US00138GAA76
July 1, 2030 $116.4 12 $1,000 and integral multiples thereof $50
2.125% U.S. Treasury due 05/15/2025 Bloomberg PX1 280 $1,345.73 — —
7.57% Junior Subordinated Deferrable Interest Debentures,
Series A AIG Life Holdings, Inc.*
CUSIP:
00138GAB5
ISIN:
US00138GAB59
December 1, 2045 $78.9 13 $100,000 and integral multiples of $1,000
in excess thereof $50 2.500% U.S. Treasury due 02/15/2045 Bloomberg
PX1 265 $1,258.44 — — 8⅛% Junior Subordinated Deferrable
Interest Debentures, Series B AIG Life Holdings, Inc.*
CUSIP:
00138GAC3
ISIN:
US00138GAC33
March 15, 2046 $227.3 14 $100,000 and integral multiples of $1,000
in excess thereof $50 2.500% U.S. Treasury due 02/15/2045 Bloomberg
PX1 265 $1,338.81 — —
________
* Guaranteed by AIG. † Listed on the Official List of
the Irish Stock Exchange and traded on its regulated market.
(1) The total consideration payable for each $1,000, £1,000 or
€1,000 principal amount of notes or debentures validly tendered on
or prior to 5:00 p.m., New York City time, on July 1, 2015 and
accepted for purchase by AIG includes the Early Participation
Amount set forth above. In addition, holders whose notes or
debentures are accepted will also receive accrued interest on such
note or debenture. (2) Per $1,000, £1,000 or €1,000
principal amount of notes or debentures and shows a hypothetical
total consideration assuming that the yield of the reference
security listed above had been measured at 10:00 a.m., New York
City time (or 3:00 p.m., London time), on June 17, 2015 (see
Schedule B of the offer to purchase for the maximum tender offer).
(3) Per €1,000 principal amount of the 4.375 per cent. Notes
due 26 April 2016.
Table II—Any and All Tender Offers—Fixed
Price Securities
Title of Security and Security
Identifier
Issuer
Principal Amount
Outstanding
(millions)
Authorized
Denominations
Fixed Price Per
Reference Principal
Amount of Securities
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
1,027.50 2.275% Fixed Rate Notes due 8 August
2016
ISIN: XS0263873373 AIG JPY 300.0 JPY 100,000,000
and integral multiples thereof JPY 1,027.50 8.59% Fixed Rate
Notes due September 15, 2016*
ISIN: XS0266561769 AIG
MXN 265.1 MXN 1,000,000 and integral multiples of MXN 1,000 in
excess thereof MXN 1,061.25 Fixed Rate Notes due 24 October
2016
ISIN: XS0287306830 AIG JPY 20,000.0 JPY
10,000,000,000 and integral multiples thereof JPY 1,051.25
2.75 per cent. Notes due 2016†
ISIN: CH0027962825 AIG
CHF 53.0 CHF 5,000 and integral multiples thereof CHF 1,057.50
7.98% Fixed Rate Notes due 15 June 2017*
ISIN:
XS0305757337 AIG MXN 752.0 MXN 1,000,000 and integral multiples of
MXN 1,000 in excess thereof MXN 1,075.00 3.375 per cent.
Notes due 2017†
ISIN: CH0031390476 AIG CHF 34.5 CHF
5,000 and integral multiples thereof CHF 1,086.25 Fixed Rate
Notes due 22 November 2017
ISIN: XS0309312469 AIG JPY
20,000.0 JPY 100,000,000 and integral multiples thereof JPY
1,065.00 Fixed Rate Notes due April 24,
2018
ISIN: XS0309298296 AIG JPY 20,000.0 JPY
10,000,000,000 and integral multiples thereof JPY 1,080.00
Fixed Rate Notes due 23 August 2018
ISIN: XS0309312113
AIG JPY 20,000.0 JPY 100,000,000 and integral multiples thereof JPY
1,080.00
________
* Listed on the Official List of the Irish Stock Exchange and
traded on its regulated market.
† Listed on the SIX Swiss Exchange.
Table III—Any and All Tender Offers—Fixed
Spread Securities
Title of Security and
Security
Identifier
Issuer Principal
Amount
Outstanding
(millions)
Authorized
Denominations
Applicable
Maturity
Date
Reference
Security /
Interpolated Swap
Bloomberg
Reference
Page / Screen
Fixed
Spread
(basis
points)
Hypothetical
Total
Consideration1
5.450% Medium-Term
Notes, Series MP, Matched
Investment Program, Due May
18, 2017(2)CUSIP:
02687QBW7ISIN: US02687QBW78
AIG USD 243.7
USD 1,000 and integral
multiples thereof
May 18, 2017
0.625% U.S.
Treasury due
May 31, 2017
Bloomberg PX1 60 USD 1,075.81
5.000 per cent. notes due
2017(3)*ISIN:
XS0307512722
AIG EUR 370.2
EUR 50,000 and integral
multiples thereof
June 26, 2017
June 2017
Interpolated Swap
Rate
Bloomberg ICAE1 18 EUR 1,091.40
________
* Listed on the Official List of the Irish Stock Exchange and
traded on its regulated market.
(1) Per USD 1,000 or EUR 1,000 principal amount of notes and
shows a hypothetical total consideration assuming that the yield of
the reference security listed above has been measured at 10:00
a.m., New York City time and 3:00 p.m., London time, respectively,
on June 17, 2015 (see Schedule B of the offer to purchase for the
any and all tender offer). 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 July 1,
2015, 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 3:00 p.m., London time, on July 1, 2015, plus
the Fixed Spread set forth above.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150618005663/en/
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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