AIG Announces Final Results of Its Tender Offers

  AIG Announces Final Results of Its Tender Offers

Business Wire

NEW YORK -- March 19, 2013

American International Group, Inc. (NYSE: AIG) today announced the final
results as of 11:59 p.m., New York City time, on March 18, 2013 (the
“Expiration 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”). 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 transmittal.

“The completion of the tender offers shows that AIG continues to deliver on
its capital management goals while illustrating its financial flexibility,”
said Robert H. Benmosche, President and Chief Executive Officer of AIG.

AIG also announced that it will purchase the maximum principal amount of
Sterling and Euro Debentures that it can purchase at the prices set forth
below for an aggregate purchase price (excluding accrued interest) of
$429,821,726.71. The tender offer caps for the Dollar Debentures and the SAFG
Securities remain unchanged. AIG will accept for purchase all Securities
validly tendered at a bid spread equal to or greater than the applicable
Clearing Spread set forth below, which results in an aggregate purchase price
of approximately $1.316 billion (including an aggregate of approximately $32.8
million in respect of accrued interest and distributions on accepted
Securities).

As of the Expiration Date, the principal or liquidation amount of Securities
of each series outstanding and validly tendered and accepted by AIG, the final
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           Principal
Security and                                  or                  or                  or                  Clearing         Total
Security                Issuer                Liquidation         Liquidation         Liquidation         Spread           Consideration
Identifier                                    Amount              Amount              Amount
                                              Outstanding         Tendered            Accepted
                                              (in                 (in                 (in                 (basis
                                              millions,           millions,           millions,           points)
                                              rounded)            rounded)            rounded)
                                                                                                                           
                                                                                    
Sterling and
Euro Debentures
8.625% Series
A-8 Junior
Subordinated
Debentures
ISIN:                   AIG                   £523.3              £444.2              £76.7               238              £1,256.13
XS0365317113
(144A) /

XS0365314284
(Reg S)
8.000% Series
A-7 Junior
Subordinated
Debentures

ISIN:                   AIG                   €750.0              €576.2              €182.4              328              €1,201.15
XS0365324838
(144A) /

XS0365323608
(Reg S)
                                                                                                                           
Dollar
Debentures
6.25% Series
A-1 Junior
Subordinated
Debentures              AIG                   $687.6              $78.9               $78.9               230              $1,114.13
CUSIP:
026874BE6
ISIN:
US026874BE68
8.175% Series
A-6 Junior
Subordinated
Debentures
CUSIP:026874BS5
(Unrestricted)
/
U02687BW7 (Reg
S) /                    AIG                   $4,000.0            $366.4              $366.4              250              $1,345.77
026874BR7
(144A)

ISIN:
USU02687BW75
(Reg
S) /
US026874BR71
(144A)
                                                                                                                           
SAFG Securities
8 1/2% Capital
Trust
Pass-Through
Securities
CUSIP:                  AG Capital II         $300.0              $19.3               $19.3               230              $1,345.91
026351BB1

ISIN:
US026351BB14
7.57% Capital
Securities,
Series A
                        AG
CUSIP:                  Institutional         $500.0              $114.2              $114.2              260              $1,276.44
02637VAA6               Capital A

ISIN:
US02637VAA61
8 1/8 % Capital
Securities,
Series B
                        AG
CUSIP:                  Institutional         $500.0              $29.0               $29.0               265              $1,350.13
02637XAA2               Capital B

ISIN:
US02637XAA28
5.60% Senior
Debentures
due July 2097

CUSIP:                  SunAmerica            $175.0              $61.8               $61.8               255              $991.85
866930AG5

ISIN:
US866930AG50
                                                                                                                           
                                                                                                                           

The Total Consideration 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 prior to the Early Participation
Date and accepted for purchase (the “Early Participation Amount”).

AIG previously announced the results of the tender offers as of the Early
Participation Date, which was 5:00 p.m., New York City time, on March 4, 2013.
Holders who validly tendered and did not withdraw their Securities prior to
the Early Participation Date at a bid spread equal to or greater than the
applicable Clearing Spread set forth in the table above will receive the Total
Consideration, plus accrued interest or distributions, as the case may be,
through March 20, 2013, in the case of the Sterling and Euro Debentures, and
through March 19, 2013, in the case of the Dollar Debentures and SAFG
Securities, in respect of such Securities. Holders who validly tendered their
Securities after the Early Participation Date and on or prior to the
Expiration Date at a bid spread equal to or greater than the applicable
Clearing Spread set forth in the table above, will receive the Tender Offer
Consideration, which is the Total Consideration less the Early Participation
Amount, plus accrued interest or distributions, as the case may be, through
March 20, 2013, in the case of the Sterling and Euro Debentures, and through
March 19, 2013, in the case of the Dollar Debentures and SAFG Securities, in
respect of such Securities.

AIG 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 was the Information Agent and
Depositary for the tender offers. For additional information regarding the
expiration of the tender offers or expected Payment Date, 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), or 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.

Certain statements in this press release, including those describing the
payment for tendered securities in 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. 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 www.aig.com | YouTube:
www.youtube.com/aig | Twitter: @AIG_LatestNews | LinkedIn:
http://www.linkedin.com/company/aig

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, 212-770-3505
jon.diat@aig.com
or
Jim Ankner, 917-882-7677
james.ankner@aig.com
or
Investors
Liz Werner, 212-770-7074
elizabeth.werner@aig.com