American International Group, Inc. Announces Consent Solicitation for the Holders of Its 8.125% Debentures Due 2023, 7.05% Notes

  American International Group, Inc. Announces Consent Solicitation for the
  Holders of Its 8.125% Debentures Due 2023, 7.05% Notes Due 2025, 7.00% Notes
  Due 2026 and 5.60% Debentures Due 2097

Business Wire

NEW YORK -- November 30, 2012

American International Group, Inc. (NYSE:AIG) (“AIG”) today announced that it
has commenced a solicitation of consents (the “Consent Solicitation”) from
holders of record at 5:00 p.m., New York City time, on November 29, 2012 (the
“Record Date”) of its 8.125% Debentures Due 2023, 7.05% Notes Due 2025, 7.00%
Notes Due 2026 and 5.60% Debentures Due 2097 (the “Securities”) to amend (the
“Proposed Amendment”) the Senior Indenture, dated as of April 15, 1993, as
supplemented by the Supplemental Indenture, dated as of June 28, 1993, the
Supplemental Indenture, dated as of October 28, 1996, and the Third
Supplemental Indenture, dated as of January 1, 1999 (as so supplemented, the
“Indenture”), in each case between AIG (as successor to SunAmerica Inc.) and
The Bank of New York Mellon Trust Company, N.A. (as successor to the First
National Bank of Chicago), as Trustee (the “Trustee”). The Proposed Amendment
seeks to permit intercompany transfers of Voting Stock of Restricted
Subsidiaries (as those terms are defined in the Indenture): (i) to AIG; (ii)
to any other Restricted Subsidiary that is, and following such transaction or
series of transactions would remain, wholly owned by AIG, directly or
indirectly (including through an entity that is not a Restricted Subsidiary),
or to one or more entities that are wholly owned by such a Restricted
Subsidiary; (iii) to an entity that, as a result of such transaction or series
of transactions, would become a Restricted Subsidiary that meets the
requirements of clause (ii); or (iv) in a merger of a Restricted Subsidiary
with and into another Restricted Subsidiary or AIG. The Proposed Amendment
requires the consent of the holders of not less than a majority in aggregate
principal amount of the Securities outstanding as of the Record Date of all
series affected by the Proposed Amendment (voting as one class) (the
“Requisite Consents”). The complete terms and conditions of the Consent
Solicitation will be as set forth in AIG’s Consent Solicitation Statement (the
“Statement”) and the related Letter of Consent, to be distributed to holders
of the Securities for their consideration. Holders of the Securities are urged
to read the Statement and Letter of Consent carefully.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on
December 12, 2012, unless extended or earlier terminated by AIG in its sole
discretion (the “Expiration Time”). The Proposed Amendment will become
effective with respect to the Indenture and each series of the Securities upon
receipt by AIG of the Requisite Consents that have not been properly revoked
and the execution by AIG and the Trustee of an indenture supplemental to the
Indenture authorizing the Proposed Amendment. If AIG receives the required
consent of holders of the Securities, holders who validly deliver their
consent in the manner described in the Statement prior to the Expiration Time,
and do not validly revoke their consent in the manner described in the
Statement, will be eligible to receive a consent fee of $2.50 for each $1,000
principal amount of Securities for which such holder delivered its consent.
Upon the effectiveness of the Proposed Amendment, the Indenture will be
amended with respect to all holders of the Securities, including
non-consenting holders and all subsequent holders of the Securities; however,
only holders validly delivering their consent will receive the consent fee.

Copies of the Statement and the Letter of Consent may be obtained by holders
of the Securities from the Information and Tabulation Agent for the Consent
Solicitation, Global Bondholder Services Corporation, at (866) 470-3700.

Goldman, Sachs & Co. is the Solicitation Agent for the Consent Solicitation.
Questions regarding the Consent Solicitation may be directed to Goldman, Sachs
& Co., at (800) 828-3182.

None of AIG, the Information and Tabulation Agent, the Solicitation Agent, the
Trustee or any of their respective affiliates makes any recommendation as to
whether holders of the Securities should deliver their consent to the Proposed
Amendment pursuant to the Consent Solicitation, and no one has been authorized
by any of them to make such a recommendation. Each holder of the Securities
must make its own decision as to whether to give its consent.

THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A
SOLICITATION OF CONSENTS IN ANY JURISDICTION.

THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT TO THE STATEMENT AND THE
LETTER OF CONSENT THAT THE INFORMATION AGENT WILL DISTRIBUTE TO HOLDERS OF THE
SECURITIES. HOLDERS OF THE SECURITIES SHOULD CAREFULLY READ THE STATEMENT AND
LETTER OF CONSENT PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE CONSENT
SOLICITATION, BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION, INCLUDING
THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.

American International Group, Inc. (AIG) is a leading international insurance
organization serving customers in more than 130 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.

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 jurisdictions, 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.

Contact:

American International Group, Inc.
Media:
Jon Diat, 917-239-9241
jon.diat@aig.com
or
Jim Ankner, 917-882-7677
james.ankner@aig.com
or
Investors
Liz Werner
elizabeth.werner@aig.com
 
Press spacebar to pause and continue. Press esc to stop.