Prospectus Supplement
(To Prospectus dated February 28, 2018)
$750,000,000
American International Group, Inc.
5.750%
Fixed-to-Floating
Rate Series
A-9
Junior Subordinated Debentures Due 2048
We are offering
$750,000,000 principal amount of our 5.750%
Fixed-to-Floating
Rate Series
A-9
Junior Subordinated Debentures Due 2048 (the
Junior Subordinated Debentures).
The Junior Subordinated Debentures will bear interest on their principal amount from the date
they are issued to, but excluding April 1, 2028, or, if that date is not a Business Day, the next Business Day at the annual rate of 5.750% of their principal amount, payable semi-annually in arrears on each April 1 and October 1, beginning on
October 1, 2018. Commencing on April 1, 2028, the Junior Subordinated Debentures will bear interest on their principal amount at an annual rate equal to three-month LIBOR plus 2.868%, payable quarterly in arrears on each April 1, July 1, October 1,
and January 1, beginning on July 1, 2028. We have the right, on one or more occasions, to defer the payment of interest on the Junior Subordinated Debentures as described in this prospectus supplement for one or more consecutive interest periods of
up to five years. Deferred interest will accrue additional interest at an annual rate equal to the annual interest rate then applicable to the Junior Subordinated Debentures.
The principal amount of the Junior Subordinated Debentures will become due on April 1, 2048. Payment of the principal on the Junior Subordinated
Debentures will be accelerated only in the case of our bankruptcy or certain other insolvency events with respect to us. There is no right of acceleration in the case of default in the payment of interest on the Junior Subordinated Debentures or the
performance of any of our other obligations with respect to the Junior Subordinated Debentures.
The Junior Subordinated Debentures will be
sold in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We are also concurrently issuing $750,000,000 principal
amount of 4.200% Notes Due 2028 and $1,000,000,000 principal amount of 4.750% Notes Due 2048. That offering is being made by a separate prospectus supplement and is not part of the offering to which this prospectus supplement relates. The issuance
of the 4.200% Notes Due 2028 and 4.750% Notes Due 2048 and the issuance of the Junior Subordinated Debentures in this offering are not contingent upon one another.
On January 21, 2018 we entered into a definitive agreement (the Agreement and Plan of Merger) to acquire Validus Holdings, Ltd.
(Validus). We intend to use the net proceeds of this offering for general corporate purposes, including funding a portion of the consideration for the acquisition of Validus. This offering is not contingent on the consummation of the
acquisition of Validus. However, we will be required to redeem the Junior Subordinated Debentures in whole at a special mandatory redemption price equal to 101% of the principal amount of the Junior Subordinated Debentures, plus accrued and unpaid
interest (including compounded interest) to but excluding the date of redemption (i) if our acquisition of Validus is not consummated on or prior to September 21, 2018 (or such later date as extended by agreement under the Agreement and
Plan of Merger, the Walk-Away Date) or (ii) if prior to such date the Agreement and Plan of Merger for such acquisition is terminated (each, a Special Mandatory Redemption Event), as further described in
Description of the Junior Subordinated DebenturesSpecial Mandatory Redemption.
We may redeem the Junior Subordinated
Debentures in whole at any time or in part from time to time on or after April 1, 2028 at a redemption price equal to 100% of the principal amount of the Junior Subordinated Debentures being redeemed, plus any accrued and unpaid interest (including
compounded interest) to but excluding the date of redemption as further described in Description of the Junior Subordinated DebenturesOptional Redemption. In addition, we may redeem the Junior Subordinated Debentures in whole, but
not in part, at any time prior to April 1, 2028, within 90 days after the occurrence of a Tax Event, a Rating Agency Event or a Regulatory Capital Event at a redemption price equal to (i) in the case of a Tax Event or Regulatory Capital
Event, 100% of the principal amount of the Junior Subordinated Debentures plus accrued and unpaid interest (including compounded interest) to but excluding the date of redemption or (ii) in the case of a Rating Agency Event, 102% of the
principal amount of the Junior Subordinated Debentures plus accrued and unpaid interest (including compounded interest) to but excluding the date of redemption. For more information and the definitions of Tax Event, Rating Agency Event and
Regulatory Capital Event, see Description of the Junior Subordinated DebenturesOptional Redemption.
The Junior
Subordinated Debentures will be our unsecured, subordinated obligations and will be junior in right of payment to all of our existing and future senior and subordinated indebtedness. The Junior Subordinated Debentures will rank
pari passu
with approximately $841 million outstanding amount of our Series
A-1
through
A-3
and
A-6
through
A-8
Junior Subordinated Debentures. The Junior Subordinated Debentures will be structurally subordinated to secured and unsecured debt of our subsidiaries, which is significant. The Junior Subordinated Debentures
will be subordinated to our indebtedness for borrowed money, including the notes being concurrently offered, but excluding (i) our Series
A-1
through
A-3
and
A-6
through
A-8
Junior Subordinated Debentures, which rank
pari passu
with the Junior Subordinated Debentures, (ii) any trade accounts payable and accrued
liabilities arising in the ordinary course of business and (iii) any future debt that by its terms is not superior in right of payment. The Junior Subordinated Debentures are a new issue of securities with no established trading market. We do
not intend to apply for listing of the Junior Subordinated Debentures on any securities exchange or for inclusion of the Junior Subordinated Debentures in any automated quotation system.
Investing in the Junior Subordinated Debentures involves risks. Before investing in any Junior Subordinated Debentures offered hereby, you
should consider carefully each of the risk factors set forth in
Risk Factors
beginning on page
S-7
of this prospectus supplement and Part I, Item 1A. of our Annual
Report on Form
10-K
for the year ended December 31, 2017.
Neither the Securities and
Exchange Commission nor any other regulatory body has approved or disapproved of the Junior Subordinated Debentures or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
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Per Junior
Subordinated
Debenture
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|
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Total
|
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Initial Public Offering Price
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|
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100.000
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%
(1)
|
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$
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750,000,000
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|
Underwriting Discount and Commission
|
|
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1.000
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%
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$
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7,500,000
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Proceeds, before expenses, to AIG
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99.000
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%
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|
$
|
742,500,000
|
|
(1)
|
Plus interest accrued on the Junior Subordinated Debentures from March 26, 2018, if any.
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The underwriters
expect to deliver the Junior Subordinated Debentures to investors through the book-entry facilities of The Depository Trust Company and its direct participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream
Banking S.A., on or about March 26, 2018.
Joint Book-Running Managers
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BofA Merrill Lynch
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US Bancorp
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Credit Suisse
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Morgan Stanley
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RBC Capital Markets
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Wells Fargo Securities
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Passive Book-Runners
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BNP PARIBAS
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HSBC
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Mizuho Securities
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NatWest Markets
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SMBC Nikko
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UniCredit Capital Markets
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Co-Managers
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ANZ Securities
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Bank of Ireland
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BBVA
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CastleOak Securities, L.P.
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COMMERZBANK
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Commonwealth Bank of Australia
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Credit Agricole CIB
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Drexel Hamilton
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ICBC Standard Bank
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ING
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Loop Capital Markets LLC
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nabSecurities, LLC
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Natixis
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PNC Capital Markets LLC
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Ramirez & Co., Inc.
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Scotiabank
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Siebert Cisneros Shank & Co., L.L.C.
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Standard Chartered Bank
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TD Securities
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The Williams Capital Group, L.P.
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Prospectus Supplement dated March 19,
2018.