American International Group, Inc. (NYSE:AIG) today announced
the applicable Reference Yields and Total Consideration for each
series of “Fixed Spread” notes and debentures included in its
previously announced cash tender offer for the notes and debentures
issued or guaranteed by AIG listed in the table below. The complete
terms of the tender offer are set forth in the offer to purchase
dated June 18, 2015 (the “Offer to Purchase”) and the related
letter of transmittal. The early participation date for the tender
offer was 5:00 p.m., New York City time, on July 1, 2015. The
expiration date of the tender offer is 11:59 p.m., New York City
time, on July 16, 2015, unless extended. The payment date for this
tender offer will be promptly following its expiration and is
expected to be on or about July 20, 2015. Consummation of the
tender offer is subject to a number of conditions, including a
financing condition (as described in the Offer to Purchase).
Withdrawal rights for the tender offer expired at 5:00 p.m.,
New York City time, on July 1, 2015 and have not been extended.
Holders who validly tendered and did not validly withdraw their
notes or debentures at or prior to 5:00 p.m., New York City
time, on July 1, 2015, and whose tenders are accepted for purchase,
will receive the Total Consideration set forth in the table below,
which includes an early participation amount of $50, £50 or €50 for
each $1,000, £1,000 or €1,000 principal amount, as applicable, of
notes and debentures validly tendered and accepted for purchase.
Holders validly tendering their notes or debentures after 5:00
p.m., New York City time, on July 1, 2015, and on or prior to the
expiration date and whose securities are accepted for purchase,
will be eligible to receive only the applicable “Tender Offer
Consideration,” which is equal to the Total Consideration less the
early participation amount. Holders whose notes and debentures are
accepted in this tender offer will also receive a cash payment
representing accrued interest from the most recent interest payment
date to but excluding the payment date.
Assuming no additional notes or debentures are validly tendered
after the early participation date, AIG intends to accept all notes
or debentures validly tendered and not withdrawn prior to 5:00
p.m., New York City time, on July 1, 2015. Assuming no additional
notes or debentures are validly tendered after the early
participation date and the payment date for this tender offer
occurs on July 20, 2015, the aggregate purchase price of the notes
and debentures to be purchased in this tender offer (not including
accrued and unpaid interest) will be approximately
$3.6 billion.
Copies of the Offer to Purchase and the related letter of
transmittal are available at the following web address:
http://www.gbsc-usa.com/aig/.
This press release is qualified in its entirety by the Offer to
Purchase and related letter of transmittal.
AIG has retained Barclays Bank PLC, Barclays Capital Inc.,
Credit Suisse Securities (Europe) Limited and Credit Suisse
Securities (USA) LLC as the Joint Lead Dealer Managers. Global
Bondholder Services Corporation is the Information Agent and the
Depositary. For additional information regarding the terms of the
tender offer, please contact: Barclays Bank PLC at +44 (0) 207
773 8990 (international); Barclays Capital Inc. at (800) 438-3242
(toll-free) or (212) 528-7581 (collect); Credit Suisse Securities
(Europe) Limited at +44 (0) 207 888 5564; or Credit Suisse
Securities (USA) LLC at (800) 820-1653 (toll-free) or (212)
538-2147 (collect). Requests for documents and questions regarding
the tendering of the notes and debentures listed on the table below
may be directed to Global Bondholder Services Corporation by
telephone at (212) 430-3774 (for banks and brokers only), (866)
924-2200 (for all others toll-free) or +001 (212) 430-3774
(international), by email at aig@gbsc-usa.com or to the Joint Lead Dealer
Managers at their respective telephone numbers.
This news release does not constitute an offer or an invitation
by AIG to participate in the tender offer 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 global
insurance organization serving customers in more than 100 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.
Principal
Reference
Amount
Acceptance
Security/
Outstanding
Priority
Reference
Interpolated
Fixed
Total
Title of Security Issuer Security Identifier
(millions)
Level
Yield
Rate
Spread
Consideration(1)(2)
5.850% Medium-Term Notes, Series G, due January 16, 2018 AIG
CUSIP:
02687QDG0ISIN: US02687QDG01
$2,411.0 1 1.001% 1.125% U.S. Treasury due 06/15/2018 55 $1,104.56
6.400% Notes Due 2020 AIG
CUSIP:
026874BW6ISIN: US026874BW66
$1,250.9 2 1.633% 1.500% U.S. Treasury due 05/31/2020 100 $1,188.52
3.375% Notes due 2020 AIG
CUSIP:
026874CX3ISIN: US026874CX31
$1,000.0 3 1.633% 1.500% U.S. Treasury due 05/31/2020 95 $1,037.39
8.000% Series A-7 Junior Subordinated Debentures† AIG
ISIN:
XS0365324838 (144A)XS0365323608 (Reg. S)
€13.5 4 0.203% May 2018 Interpolated Swap Rate 215 €1,153.21 8.625%
Series A-8 Junior Subordinated Debentures† AIG
ISIN:
XS0365317113 (144A)XS0365314284 (Reg. S)
£5.6 5 0.831% 5.000% UK Treasury due 03/07/2018 230 £1,148.10 5.60%
Medium-Term Notes, Series G, due October 18, 2016 AIG
CUSIP:
02687QBC1ISIN: US02687QBC15
$645.6 6 0.633% 0.625% U.S. Treasury due 05/31/2017 40 $1,056.31
4.375 per cent. Notes due 26 April 2016†‡ AIG
ISIN:
XS0252366702
€750.0 7 N/A N/A N/A €1,032.40 5.75% Series A-2 Junior Subordinated
Debentures AIG
CUSIP:
026874BF3ISIN: XS0291641420
£161.7 8 0.597% 1.750% UK Treasury due 01/22/2017 215 £1,048.22
4.875% Series A-3 Junior Subordinated Debentures AIG
CUSIP:
026874BG1ISIN: XS0291642154
€306.2 9 0.103% March 2017 Interpolated Swap Rate 210 €1,042.79
6.765% Sterling Notes Due November 15, 2017† AIG
ISIN:
XS0827565663XS0702072900 (144A)XS0702072819 (Reg. S)
£281.4 10 0.781% 1.000% UK Treasury due 09/07/2017 75 £1,118.85
6.797% Euro Notes Due November 15, 2017† AIG
ISIN:
XS0827566711XS0702072140 (144A)XS0702071928 (Reg. S)
€61.8 11 0.153% November 2017 Interpolated Swap Rate 50 €1,141.16
8½% Junior Subordinated Debentures due 2030 AIG Life Holdings,
Inc.*
CUSIP:
00138GAA7ISIN: US00138GAA76
$116.4 12 2.384% 2.125% U.S. Treasury due 05/15/2025 280 $1,341.95
7.57% Junior Subordinated Deferrable Interest Debentures, Series A
AIG Life Holdings, Inc.*
CUSIP:
00138GAB5ISIN: US00138GAB59
$78.9 13 3.205% 2.500% U.S. Treasury due 02/15/2045 265 $1,242.02
8⅛% Junior Subordinated Deferrable Interest Debentures, Series B
AIG Life Holdings, Inc.*
CUSIP:
00138GAC3ISIN: US00138GAC33
$227.3 14 3.205% 2.500% U.S. Treasury due 02/15/2045 265 $1,321.47
________ * Guaranteed by AIG. † Listed on the
Official List of the Irish Stock Exchange and traded on its
regulated market. ‡ The 4.375 per cent. Notes due 26 April
2016 are “Fixed Price” notes. See the table following the cover
page to the Offer to Purchase for additional information.
(1) The Total Consideration payable for each $1,000, £1,000 or
€1,000 principal amount of notes or debentures validly tendered on
or prior to 5:00 p.m., New York City time, on the early
participation date and accepted for purchase by AIG includes the
early participation amount. In addition, holders whose notes or
debentures are accepted will also receive accrued interest on such
note or debenture. (2) Assuming payment is made on July 20,
2015. Per $1,000, £1,000 or €1,000 principal amount of notes or
debentures.
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version on businesswire.com: http://www.businesswire.com/news/home/20150702005632/en/
AIGInvestorsLiz Werner,
212-770-7074elizabeth.werner@aig.comorMediaJennifer Hendricks
Sullivan, 212-770-3141jennifer.sullivan@aig.com
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