AIG Commences Tender Offers for up to $1.25 Billion Purchase Price of
Certain Debt Securities
NEW YORK -- February 19, 2013
American International Group, Inc. (NYSE: AIG) today commenced cash tender
offers for the maximum principal or liquidation amount of (i) certain of AIG’s
junior subordinated debentures denominated in sterling and euros (the
“Sterling and Euro Debentures”) tendered up to an aggregate purchase price of
$325 million, (ii) certain of AIG’s junior subordinated debentures denominated
in U.S. dollars (the “Dollar Debentures”) tendered up to an aggregate purchase
price of $650 million and (iii) the capital securities issued by three
statutory trusts controlled by SunAmerica Financial Group Inc., a wholly-owned
subsidiary of AIG (“SAFG”), that hold junior subordinated debentures issued by
SAFG and guaranteed by AIG (the “SAFG Debentures”) and senior debentures
originally issued by SunAmerica Inc. and assumed by AIG (collectively, the
“SAFG Securities” and, together with the Sterling and Euro Debentures and the
Dollar Debentures, the “Securities”), tendered up to an aggregate purchase
price of $275 million, in each case at the prices determined as described
below. Details of the Securities are listed in the table below. The complete
terms of the tender offers are set forth in an offer to purchase, dated today
(the “Offer to Purchase”), and the related letter of transmittal (the “Letter
The price paid for each series of Securities included in any of the tender
offers will be calculated on the basis of the yield to maturity of a reference
security plus a spread determined using a modified “Dutch Auction” method, as
more fully described in the Offer to Purchase. The Early Participation Date
for the tender offers is 5:00 p.m., New York City time, on March 4, 2013, and
the Expiration Date is 11:59 p.m., New York City time, on March 18, 2013 (in
each case, subject to extension). Acceptance of Securities is subject to
proration if any of the tender offers are oversubscribed. The Payment Date
will be promptly following the Expiration Date and is expected to be on or
about March 19, 2013 for the Dollar Debentures and SAFG Securities and on or
about March 20, 2013 for the Sterling and Euro Debentures.
Following consummation of the tender offer for the SAFG Securities, SAFG will
cause the trusts to be dissolved and the SAFG Debentures to be distributed to
the holders of their capital securities. Securities that are accepted (or the
SAFG Debentures distributed in respect thereof) in any of the tender offers
will be purchased, retired and cancelled by the relevant issuer.
The Securities subject to purchase and other information relating to the
tender offers are listed in the table below:
Title of Applicable Principal
Security and Call / or Authorized Early Minimum Maximum/ Reference Reference
Security Issuer Maturity Liquidation Denomination Participation Spread Base Security Page
Identifier Date Amount Amount^(1) Spread
(millions) (basis points)
Subordinated 5.00% UK
Debentures £50,000, and Gilt
AIG May 22, £527.7 integral £50 225 275 Treasury Bloomberg
ISIN: 2018 multiples due March DMO2
XS0365317113 thereof 7, 2018
Debentures €50,000, and German
AIG May 22, €750.0 integral €50 315 365 Bunds due Bloomberg
ISIN: 2018 multiples January PXGE
XS0365324838 thereof 4, 2018
A-1 Junior $100,000, 2.75%
Subordinated and integral U.S.
Debentures March 15, multiples of Treasury Bloomberg,
AIG 2037 $687.6 $1,000 in $50 230 260 Bonds due PX1
CUSIP: excess November
026874BE6 thereof 15, 2042
(Unrestricted) $1,000, and U.S.
May 15, integral Treasury Bloomberg,
U02687BW7 (Reg AIG 2038 $4,000.0 multiples $50 250 280 Bonds due PX1
S) thereof November
026874BR7 15, 2042
8 1/2% Capital
Securities $1,000, and U.S.
AG Capital July 1, $300.0 integral $50 230 260 Treasury Bloomberg,
CUSIP: II^(2) 2030 multiples Bonds due PX1
026351BB1 thereof November
Securities, $100,000, 2.75%
Series A and integral U.S.
AG December multiples of Treasury Bloomberg,
CUSIP: Institutional 1, 2045 $500.0 $1,000 in $50 260 290 Bonds due PX1
02637VAA6 Capital A^(2) excess November
thereof 15, 2042
8 1/8 %
Securities, $100,000, 2.75%
Series B AG and integral U.S.
Institutional March 15, $500.0 multiples of $50 265 295 Treasury Bloomberg,
CUSIP: Capital B^(2) 2046 $1,000 in Bonds due PX1
02637XAA2 excess November
thereof 15, 2042
due July 2097 $1,000, and U.S.
July 31, integral Treasury Bloomberg,
CUSIP: SunAmerica^(3) 2097 $175.0 multiples $50 255 285 Bonds due PX1
866930AG5 thereof November
(1) The Total Consideration payable for each £1,000, €1,000 or
$1,000 principal or liquidation amount, as applicable, of
Securities validly tendered on or prior to the Early
Participation Date and accepted for purchase by us includes
the Early Participation Amount.
(2) Guaranteed by AIG.
(3) All obligations of SunAmerica under the 5.60% Senior
Debentures due July 2097 were assumed by AIG in 1999.
This press release, including the following, is qualified in its entirety by
the Offer to Purchase, and, where applicable, the Letter of Transmittal.
The following is a brief summary of certain key elements of the planned tender
*Holders who validly tender and who do not validly withdraw their
Securities at or prior to the Early Participation Date, and whose tenders
are accepted for purchase, will receive the Total Consideration.
*Holders who validly tender Securities after 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
*The cash payable to each holder whose Securities are accepted for purchase
by AIG will include a cash payment representing the accrued interest or
distributions on those Securities.
*Tenders of Securities may be validly withdrawn at any time at or prior to
5:00 p.m., New York City time, on March 4, 2013, but not thereafter. AIG
reserves the right, but is under no obligation, to increase the maximum
amount of the Securities sought in any of the tender offers.
*Consummation of the tender offers is subject to a number of conditions,
including the absence of any adverse legal and market developments.
Subject to applicable law, AIG may waive certain conditions applicable to
the tender offers or extend, terminate or otherwise amend the tender
offers. The offers are not cross-conditioned and AIG may complete all,
some or none of the tender offers.
AIG has retained Credit Suisse Securities (USA) LLC, J.P. Morgan and Morgan
Stanley as the Joint Lead Dealer Managers, BNP PARIBAS, HSBC, RBC Capital
Markets and Standard Chartered Bank as Co-Dealer Managers and ANZ Securities,
Lloyds Securities, nabSecurities, LLC, Santander, SOCIETE GENERALE and
UniCredit Capital Markets as Junior Co-Dealer Managers, for the tender offers.
Global Bondholder Services Corporation is the Information Agent and Depositary
for the tender offers. For additional information regarding the terms of the
tender offers, please contact: Credit Suisse Securities (USA) LLC at (800)
820-1653 (toll-free) or (212) 538-2147 (collect), J.P. Morgan Securities LLC
at (866) 834-4666 (toll-free) or (212) 834-2494 (collect) or Morgan Stanley &
Co. Incorporated at (800) 624-1808 (toll-free) or (212) 761-1057 (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) 470-4100 (for all others
toll-free) or +001-212-430-3774 (international), by email at firstname.lastname@example.org
and online at www.gbsc-usa.com/aig.
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.
AIG is the world’s largest insurance organization, serving more than 88
million customers in over 130 countries and jurisdictions around the world.
AIG businesses are market leaders in property casualty insurance, life
insurance and retirement services, mortgage insurance, and aircraft leasing.
Additional information about AIG can be found at www.aig.com | YouTube:
www.youtube.com/aig | Twitter: @AIG_LatestNews | LinkedIn:
American International Group, Inc.
Jon Diat, 917-239-9241
Jim Ankner, 917-882-7677
Liz Werner, 212-770-7074
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