AIG Commences Tender Offers for up to $1.5 Billion Purchase Price of Certain Debt Securities

  AIG Commences Tender Offers for up to $1.5 Billion Purchase Price of Certain   Debt Securities  Business Wire  NEW YORK -- June 12, 2014  American International Group, Inc. (NYSE:AIG) today commenced (i) a cash tender offer for the junior subordinated debentures (the “Junior Offer”) listed in TableI below (the “Junior Debt Securities”), and (ii)a cash tender offer for the senior notes and debentures (the “Senior Offer”) listed in Table II below (the “Senior Debt Securities” and, together with the Junior Debt Securities, the “Securities”). The aggregate principal amount of Junior Debt Securities AIG can purchase in the Junior Offer is limited to the amount AIG can purchase for (a) $1.0 billion plus (b) the difference between $500 million and the aggregate purchase price of the Senior Debt Securities AIG purchases in the Senior Offer if such purchase price is less than $500 million. The aggregate principal amount of Senior Debt Securities AIG can purchase in the Senior Offer is limited to the amount AIG can purchase for (a) $500 million plus (b) the difference between $1.0 billion and the aggregate purchase price of the Junior Debt Securities AIG purchases in the Junior Offer if such purchase price is less than $1.0 billion. 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 Early Participation Date for the tender offers is 5:00 p.m., New York City time, on June 25, 2014 (the “Early Participation Date”), and the Expiration Date is 11:59 p.m., New York City time, on July10, 2014 (in each case, subject to extension). The price paid for each series of Securities will be calculated on the basis of the yield to maturity of the applicable reference security set forth in Table I or II at 2:00 p.m., New York City time, on the Early Participation Date in the case of the Securities denominated in U.S. Dollars or 2:00 p.m., London time, on the Early Participation Date in the case of Securities denominated in Sterling or Euro, plus the applicable fixed spread set forth in Table I or II, determined as more fully described in the Offer to Purchase. If the Junior Offer is oversubscribed, AIG will accept for payment all Junior Debt Securities validly tendered on a prorated basis. If the Senior Offer is oversubscribed, AIG will accept for payment all Senior Debt Securities validly tendered in accordance with the acceptance priority levels set forth in Table II. If there are sufficient remaining funds to purchase some, but not all, of the remaining tendered Senior Debt Securities of a series, AIG will accept for payment such tendered Senior Debt Securities on a prorated basis. The Payment Date will be promptly following the Expiration Date and is expected to be on or about July 14, 2014.  Securities that are accepted in either of the tender offers will be purchased, retired and cancelled by the relevant issuer.  The Junior Debt Securities subject to purchase and other information relating to the Junior Offer are listed in Table I below:                                                                                                                  Table I - Junior Debt Securities                                                                                                                            Title of                     Applicable   Principal                     Early           Fixed                             Hypothetical Security and     Issuer      Call /       Amount        Authorized      Participation   Spread    Reference   Reference   Total Security                     Maturity     Outstanding   Denominations   Amount^(1)      (basis    Security    Page        Consideration^(2) Identifier                   Date                                                       points) 5.75% Series A-2 Junior                                                                                        1.75% UK Subordinated                                            £50,000 and                               Treasury    Bloomberg Debentures       AIG         March 15,    £244.0        integral        £50             250       Stock due               £1,053.35 ISIN:                        2017                       multiples                                 January     DMO2 XS0291641420                                            thereof                                   22, 2017   8.000% Series A-7 Junior Subordinated                                            €50,000 and                               4.00% Debentures                                                                                        German      Bloomberg ISIN:            AIG         May 22,      €127.0        integral        €50             185       Bunds due               €1,219.84 XS0365324838                 2018                       multiples                                 January     PXGE (144A)                                                                                            4, 2018 XS0365323608                                            thereof (Reg. S)   8.625% Series A-8 Junior                                                                                            5.00% UK Subordinated Debentures                                              £50,000 and                               Treasury    Bloomberg ISIN:            AIG         May 22,      £138.2        integral        £50             150       due                     £1,201.66 XS0365317113                 2018                       multiples                                             DMO2 (144A)                                                  thereof                                   March 7, XS0365314284                                                                                      2018 (Reg. S)   8½% Junior                                                                                                   3.625% Subordinated                                            $1,000 and                                U.S. Debentures due 2030         AIG Life    July 1,                    integral                                  Treasury    Bloomberg CUSIP:           Holdings,   2030         $280.7        multiples       $50             185       Bonds       PX1         $1,340.36 00138GAA7        Inc.^(3) ISIN:                                                   thereof                                   due US00138GAA76                                                                                      February                                                                                                   15, 2044  6.25% Series                                            $100,000 and                              3.625% A-1 Junior                                                                                        U.S. Subordinated                                            integral Debentures                                              multiples                                 Treasury CUSIP:           AIG         March 15,    $608.7                        $50             188       Bonds       Bloomberg   $1,118.58 026874BE6                    2037                       of $1,000 in                                          PX1 ISIN:                                                                                             due US026874BE68                                            excess                                    February                                                         thereof                                   15, 2044  8.175% Series A-6 Junior Subordinated Debentures                                                                                        3.625% CUSIP:                                                                                            U.S. 026874BS5                                               $1,000 and U02687BW7                                                                                         Treasury (Reg. S)         AIG         May 15,      $3,632.6      integral        $50             188       Bonds       Bloomberg   $1,379.44 026874BR7                    2038                       multiples                                             PX1 (144A)                                                                                            due ISIN:                                                   thereof                                   February USU02687BW75                                                                                      15, 2044 (Reg. S) US026874BR71 (144A)   7.57 % Junior Subordinated                                            $100,000 and                              3.625% Deferrable                                                                                        U.S. Interest                     December                   integral Debentures,      AIG Life    1,                         multiples                                 Treasury    Bloomberg Series A         Holdings,                $272.3                        $50             198       Bonds       PX1         $1,318.61 CUSIP:           Inc.^(3)    2045                       of $1,000 in 00138GAB5                                                                                         due ISIN:                                                   excess                                    February US00138GAB59                                            thereof                                   15, 2044   8⅛% Junior                                              $100,000 and                              3.625% Subordinated                                                                                      U.S. Deferrable                                              integral Interest         AIG Life                               multiples                                 Treasury Debentures,      Holdings,   March 15,    $445.0                        $50             203       Bonds       Bloomberg   $1,393.29 Series B         Inc.^(3)    2046                       of $1,000 in                                          PX1 CUSIP:                                                                                            due 00138GAC3                                               excess                                    February ISIN:                                                   thereof                                   15, 2044 US00138GAC33   ____________         The Total Consideration payable for each $1,000, £1,000 or €1,000 (1)   principal amount of Securities validly tendered on or prior to the         Early Participation Date and accepted for purchase includes the Early         Participation Amount.         Per $1,000, £1,000 or €1,000 principal amount of Securities validly         tendered and accepted for purchase. The hypothetical Total         Consideration for each series of Securities was determined using the (2)     yield to maturity of the applicable reference security at 2:00 p.m.,         New York City time, on June 11, 2014 in the case of the Securities         denominated in U.S. Dollars or 2:00 p.m., London time, on June 11,         2014, in the case of Securities denominated in Sterling or Euro. (3)     Guaranteed by AIG.           The Senior Debt Securities subject to purchase and other information relating to the Senior Offer are listed in Table II below:                                                                                                                                    Table II - Senior Debt Securities                                                                                                                                               Title of Security                  Applicable   Principal     Acceptance                   Early           Fixed                             Hypothetical and                   Issuer       Call /       Amount        Priority     Authorized      Participation   Spread    Reference   Reference   Total Security                           Maturity     Outstanding   Level        Denominations   Amount^(1)      (basis    Security    Page        Consideration^(2) Identifier                         Date                                                                    points) 8⅛% Debentures Due April 28,                                                              $1,000 and                                2.5% U.S. 2023                                                                                                                 Treasury CUSIP: 866930AB6      SunAmerica   April 28,    $100.0        1            integral        $50             140       Bonds due   Bloomberg   $1,299.77 ISIN:                 Inc.^(3)     2023                                    multiples                                 May 15,     PX1 US866930AB63                                                                                                         2024                                                                            thereof  6.765% Sterling Notes Due November 15, 2017 ISIN:XS0827565663                                                          £100,000 and                              1.75% UK ISIN:                              November                                any multiple                              Treasury    Bloomberg XS0702072900          AIG          15, 2017     £662.2        2            of £1,000 in    £50             110       Stock due   DM02        £1,144.88 (144A)                                                                     excess                                    January XS0702072819                                                               thereof                                   22, 2017 (Reg. S)   6.797% Euro Notes Due November 15, 2017                                                                       €100,000 and ISIN:                                                                      integral                                  0.5% XS0827566711                                                                                                         German ISIN:                 AIG          November     €160.9        3            multiples of    €50             85        Bunds due   Bloomberg   €1,191.24 XS0702072140                       15, 2017                                €1,000 in                                 April 7,    PXGE (144A)                                                                     excess                                    2017 XS0702071928                                                               thereof (Reg. S)   7½% Notes Due                                                              $1,000 and 2025                                                                                                                 2.5% U.S. CUSIP: 026351AU0      AIG Life     July 15,                                integral                                  Treasury    Bloomberg ISIN:                 Holdings,    2025         $150.0        4            multiples       $50             118       Bonds due   PX1         $1,328.28 US026351AU04          Inc.^(4)                                                                                       May 15,                                                                            thereof                                   2024  6.400% Notes due 2020                                                                       $2,000 and                                1.5% U.S. CUSIP: 026874BW6                   December                                any multiple                              Treasury    Bloomberg ISIN:                 AIG          15, 2020     $1,500.0      5            of $1,000 in    $50             115       Notes due   PX1         $1,207.34 US026874BW66                                                               excess                                    May 31,                                                                            thereof                                   2019  6⅝% Notes Due                                                              $1,000 and 2029                                                                                                                 2.5% U.S. CUSIP: 026351AZ9      AIG Life     February                                integral                                  Treasury    Bloomberg ISIN:                 Holdings,    15, 2029     $150.0        6            multiples       $50             168       Bonds due   PX1         $1,247.71 US026351AZ90          Inc.^(4)                                                                                       May 15,                                                                            thereof                                   2024  5.850% Medium-Term Notes, Series G,                                                           $2,000 and                                1.5% U.S. due January 16,                                                            any multiple                              Treasury 2018                  AIG          January      $2,500.0      7            of $1,000 in    $50             10        Notes due   Bloomberg   $1,137.25 CUSIP: 02687QDG0                   16, 2018                                excess                                    May 31,     PX1 ISIN:                                                                      thereof                                   2019 US02687QDG01   6.820% Dollar Notes Due November 15, 2037 CUSIP: 026874CW5                                                                                                     3.625% (144A)                                                                                                               U.S. CUSIP: U02687 CJ5                                                          $150,000 and (Reg. S)                                                                   any multiple                              Treasury ISIN:US026874CW57     AIG          November     $256.2        8            of $1,000 in    $50             95        Bonds       Bloomberg   $1,348.76 ISIN:                              15, 2037                                excess                                                PX1 US026874CE59                                                               thereof                                   due (144A)                                                                                                               February ISIN:                                                                                                                15, 2044 USU02687CJ55 (Reg. S)   5.60% Medium-Term                                                                                                    0.375% Notes, Series G,                                                           $1,000 and                                U.S. due October 18,                    October                                 any multiple                              Treasury    Bloomberg 2016                  AIG          18, 2016     $750.0        9            of $1,000 in    $50             70        Notes due   PX1         $1,099.57 CUSIP: 02687QBC1                                                           excess                                    May 31, ISIN:                                                                      thereof                                   2016 US02687QBC15                                                                                                                                                ____________         The Total Consideration payable for each $1,000, £1,000 or €1,000 (1)   principal amount of Securities validly tendered on or prior to the         Early Participation Date and accepted for purchase includes the Early         Participation Amount.         Per $1,000, £1,000 or €1,000 principal amount of Securities validly         tendered and accepted for purchase. The hypothetical Total         Consideration for each series of Securities was determined using the (2)     yield to maturity of the applicable reference security at 2:00 p.m.,         New York City time, on June 11, 2014 in the case of the Securities         denominated in U.S. Dollars or 2:00 p.m., London time, on June 11,         2014, in the case of Securities denominated in Sterling or Euro. (3)     All obligations of SunAmerica Inc. were assumed by AIG in 1999. (4)     Guaranteed by AIG.           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 on     those Securities to, but excluding, the date of payment.   *Tenders of Securities may be validly withdrawn at any time at or prior to     5:00 p.m., New York City time, on June 25, 2014, but not thereafter. AIG     reserves the right, but is under no obligation, to increase the maximum     amount of the Securities sought in either of the tender offers. In the     event of any such increase, AIG will not be obligated (except as required     by applicable law) to extend the Early Participation Date, the withdrawal     date or the Expiration Date of the affected tender offer.   *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 both,     either or neither of the tender offers.  AIG has retained Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, J.P. Morgan Securities plc and Wells Fargo Securities, LLC as the Joint Lead Dealer Managers; ANZ Securities, Inc., Mizuho Securities USA Inc., Santander Investment Securities Inc., SMBC Nikko Securities America, Inc. and Standard Chartered Bank as Co-Dealer Managers and ING Financial Markets LLC, Natixis Securities Americas LLC, PNC Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Sandler O’Neill & Partners, L.P. and The Williams Capital Group, L.P.  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: Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); 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) 834-4811 (collect); J.P. Morgan Securities plc at (+44) 20 7134 3414 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (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) 470-3800 (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.                                      # # #  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 www.aig.com | YouTube:            www.youtube.com/aig | Twitter: @AIGInsurance | 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 countries, 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 Investors: Liz Werner, 212-770-7074 elizabeth.werner@aig.com  
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