AIG Commences Tender Offers for up to $1.25 Billion Purchase Price of Certain Debt Securities

  AIG Commences Tender Offers for up to $1.25 Billion Purchase Price of
  Certain Debt Securities

Business Wire

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
of Transmittal”).

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
                                                   Outstanding
                                                   (millions)                                   (basis points)
Sterling and
Euro
Debentures
8.625% Series
A-8 Junior
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
(144A) /
XS0365314284
(Reg S)
                                                                                                                                 
8.000% Series
A-7 Junior
Subordinated                                                                                                         4.00%
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
(144A) /
XS0365323608
(Reg S)
                                                                                                                                 
Dollar
Debentures
6.25% Series
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
ISIN:
US026874BE68
                                                                                                                                 
8.175% Series
A-6 Junior
Subordinated
Debentures

CUSIP:

026874BS5                                                                                                            2.75%
(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
(144A)

ISIN:
USU02687BW75
(Reg S)

US026874BR71
(144A)
                                                                                                                                 
SAFG
Securities
8 1/2% Capital
Trust
Pass-Through                                                                                                         2.75%
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
                                                                                                                     15, 2042
ISIN:
US026351BB14
                                                                                                                                 
7.57% Capital
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
ISIN:
US02637VAA61
                                                                                                                                 
8 1/8 %
Capital
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
ISIN:
US02637XAA28
                                                                                                                                 
5.60% Senior
Debentures                                                                                                           2.75%
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
                                                                                                                     15, 2042
ISIN:
US866930AG50
                                                                                                                                 

        ___________________
                (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
offers:

  *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
    Participation Amount.
  *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 aig@gbsc-usa.com
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:
http://www.linkedin.com/company/aig

Contact:

American International Group, Inc.
Media:
Jon Diat, 917-239-9241
jon.diat@aig.com
or
Media:
Jim Ankner, 917-882-7677
james.ankner@aig.com
or
Investors:
Liz Werner, 212-770-7074
elizabeth.werner@aig.com
 
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