AIG Announces Agreement to Sell up to 90 Percent of International Lease Finance Corporation (ILFC)

  AIG Announces Agreement to Sell up to 90 Percent of International Lease
  Finance Corporation (ILFC)

  ILFC Headquarters to Remain in Los Angeles; Existing Management to Operate

Business Wire

NEW YORK -- December 10, 2012

American International Group, Inc. (NYSE: AIG) and an investor group led by
Mr. Weng Xianding, the Chairman of New China Trust Co. Ltd., announced today
that they have entered into an agreement under which AIG will sell up to a 90%
stake in International Lease Finance Corporation (ILFC), a non-core asset, to
the investor group in a transaction that values ILFC at approximately US$5.28

The investor group comprised of New China Trust Co. Ltd., China Aviation
Industrial Fund and P3 Investments Ltd. has agreed to acquire 80.1% of ILFC
for approximately US$4.23 billion, with an option to acquire an additional
9.9% stake. Upon receipt of required Chinese regulatory approvals and exercise
of the option, the investor group is expected to be expanded to include New
China Life Insurance Co. Ltd. and an investment arm of ICBC International.

The transaction, which is expected to close in the second quarter of 2013,
marks another success in the disposition of AIG’s non-core assets. At closing
of the transaction, AIG will retain at least a 10% ownership stake in ILFC,
allowing it to continue to participate in the growth of ILFC’s unique
franchise, including the benefits that the investor group will bring to the

“This transaction creates a solid and strategic partnership for ILFC,” said
Robert H. Benmosche, President and Chief Executive Officer of AIG. “While ILFC
is an extremely strong business platform and AIG will retain a minority stake
as a passive investor, the aircraft leasing business is not core to our
insurance operations. Upon completion, the transaction will have a positive
impact on AIG’s liquidity and credit profile and will enable us to continue to
focus on our core insurance businesses.”

The transaction is subject to required regulatory approvals, including all
applicable U.S. and Chinese regulatory reviews and approvals, and other
customary closing conditions. When the transaction meets the criteria for
“held for sale” accounting treatment, AIG expects to record a non-operating
loss of approximately US$4.4 billion, which includes a non-cash charge of
approximately $1.8 billion associated with the utilization of tax net
operating loss carry forwards from this transaction.

Mr. Weng Xianding, Chairman of New China Trust Co. Ltd said, “Our group shares
a commitment to ILFC’s experienced management team, its operating philosophy,
and its presence in the United States. This transaction allows ILFC to
continue to serve its worldwide partners in the aviation industry with
world-class service while accelerating its growth in important markets,
including Asia.”

ILFC is a leading independent aircraft lessor with a global customer base of
approximately 200 airlines in 80 countries. ILFC’s portfolio consists of over
1,000 owned or managed aircraft, as well as commitments to purchase 229 new
high-demand, fuel-efficient aircraft and rights to purchase an additional 50
such aircraft.

Under the new owners, ILFC will retain operational independence and continue
to be headquartered in Los Angeles, CA. ILFC’s Chief Executive Officer Henri
Courpron and President Frederick S. Cromer will continue to operate and manage
the business. ILFC currently employs approximately 560 people, including more
than 450 people based in the U.S., and expects to hire additional U.S.-based
staff to replace AIG-supported operations. ILFC will remain incorporated in
the U.S. following the closing of this transaction and will continue to be
registered with the U.S. Securities and Exchange Commission.

Upon closing, a distinguished new Board of Directors for ILFC will be
appointed. A majority of the new Board will include leading independent U.S.
and European aerospace and financial industry experts, including Mr. Benmosche
from AIG. The balance of the Board will be comprised of representatives of the
investor group. The Board will continue to uphold “best practice” governance
standards and practices.

“This is an exciting new chapter for ILFC that will position the company for
robust future growth,” Mr. Courpron said. “With existing management remaining
in place, the transition will be seamless, allowing ILFC to maintain its focus
on delivering the best mix of modern aircraft to meet our customers’ needs
around the world. In addition to a large aircraft delivery pipeline, ILFC has
a dedicated management team with extensive airline, manufacturer, and leasing
experience. We look forward to working with the investor group to explore new
opportunities for our business. Last year, ILFC opened new offices in Beijing
and Singapore dedicated to regional customer support as the region’s aviation
growth and demand is well established and expected to increase significantly.”

Credit Suisse is acting as financial advisor to the investor group in
connection with this transaction, and Simpson Thacher & Bartlett is acting as
legal advisor to the investor group.

This press release contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. In particular, no
assurance can be given that a sale of ILFC will be consummated or, if
consummated, regarding the terms thereof. These forward-looking 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. Except for AIG’s ongoing obligation to disclose material
information as required by federal securities laws, AIG is not under any
obligation (and expressly disclaims any obligation) to update or alter any
projections, goals, assumptions, or other statements, whether written or oral,
that may be made from time to time, whether as a result of new information,
future events or otherwise. Factors that could cause actual results to differ,
possibly materially, from such forward-looking statements include the factors
set forth in AIG’s filings with the United States Securities and Exchange

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.

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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.

ILFC, a wholly owned subsidiary of American International Group, Inc., is the
world’s largest independent aircraft lessor measured by number of owned
aircraft. ILFC’s portfolio consists of over 1,000 owned or managed aircraft,
as well as commitments to purchase 229 new high-demand, fuel-efficient
aircraft and rights to purchase an additional 50 such aircraft.


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