AIG Announces Early Participation Results of Its Tender Offers

  AIG Announces Early Participation Results of Its Tender Offers

Business Wire

NEW YORK -- March 5, 2013

American International Group, Inc. (NYSE: AIG) today announced the results as
of the Early Participation Date of its previously announced tender offers for
(i) certain of AIG’s junior subordinated debentures denominated in sterling
and euros (the “Sterling and Euro Debentures”), (ii) certain of AIG’s junior
subordinated debentures denominated in U.S. dollars (the “Dollar Debentures”)
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
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”), pursuant to its offer
to purchase dated February 19, 2013 (the “Offer to Purchase”). In addition,
AIG announced that it will purchase Sterling and Euro Debentures up to an
aggregate purchase price of $408 million. The tender offer caps for the Dollar
Debentures and the SAFG Securities remain unchanged. As previously announced,
the Early Participation Date for the tender offers was 5:00 p.m., New York
City time, on March 4, 2013. The complete terms of the tender offers,
including certain capitalized terms used but not defined herein, are set forth
in the Offer to Purchase and, as applicable, the related letter of

As of the Early Participation Date, the principal or liquidation amount of
Securities of each series outstanding and validly tendered and not validly
withdrawn, the Hypothetical Clearing Spread and the Total Consideration per
£1,000, €1,000 or $1,000 principal or liquidation amount were as follows:

Title of                                  Principal         Principal         Percent of
Security and                              or                or                Amount            Hypothetical       Total
Security              Issuer              Liquidation       Liquidation       Outstanding       Clearing           Consideration
Identifier                                Amount            Amount            Tendered          Spread
                                          Outstanding       Tendered
                                          (millions)        (millions)                          (basis
Sterling and
Euro Debentures
8.625% Series
A-8 Junior
ISIN:                 AIG                 £527.7            £442.4            83.84%            238                £1,256.13
(144A) /
(Reg S)
8.000% Series
A-7 Junior
ISIN:                 AIG                 €750.0            €575.8            76.77%            328                €1,201.15
(144A) /
(Reg S)
6.25% Series
A-1 Junior
Debentures            AIG                 $687.6            $78.6             11.43%            230                $1,114.13
8.175% Series
A-6 Junior
U02687BW7 (Reg        AIG                 $4,000.0          $365.8            9.14%             250                $1,345.77
S) /
(Reg S) /
SAFG Securities
8 1/2% Capital
Securities            AG Capital II       $300.0            $19.3             6.44%             230                $1,345.91
7.57% Capital
Series A              AG
CUSIP:                Institutional       $500.0            $114.2            22.83%            260                $1,276.44
02637VAA6             Capital A
8 1/8 % Capital
Series B              AG
CUSIP:                Institutional       $500.0            $29.0             5.80%             265                $1,350.13
02637XAA2             Capital B
5.60% Senior
due July 2097
CUSIP:                SunAmerica          $175.0            $61.8             35.29%            255                $991.85

If we receive no additional tenders of Securities after the Early
Participation Date, then the actual Clearing Spreads will be the same as the
Hypothetical Clearing Spreads set forth above. If we receive tenders of
Securities after the Early Participation Date at bid spreads above the
Hypothetical Clearing Spreads, the actual Clearing Spreads may increase and
the Total Consideration paid to holders who validly tendered and did not
withdraw their Securities on or prior to the Early Participation Date may
decrease. The actual Clearing Spread, Total Consideration and Tender Offer
Consideration for each series of Securities will be determined promptly
following the Expiration Date (as defined below).

Holders who validly tendered and did not withdraw their Securities on or prior
to the Early Participation Date, and whose Securities are accepted for
purchase pursuant to the tender offers, will receive the Total Consideration,
which includes an early participation amount of £50, €50 or $50 per £1,000,
€1,000 or $1,000 principal or liquidation amount, as applicable, of Securities
validly tendered and accepted for purchase (the “Early Participation Amount”).

The expiration date of the tender offers is 11:59 p.m., New York City time, on
March 18, 2013, unless extended (the “Expiration Date”). Holders validly
tendering their Securities after the Early Participation Date and on or prior
to the Expiration Date will not be entitled to receive the Early Participation
Amount. 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

Withdrawal rights for the tender offers have expired and have not been

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
and online at

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 offer, 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.

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.

Additional information about AIG can be found at | YouTube: | Twitter: @AIG_LatestNews | LinkedIn:

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 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.


Jon Diat, 917-239-9241
Jim Ankner, 917-882-7677
Liz Werner, 212-770-7074
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