AIG Announces Early Results and Upsizing of Its Tender Offer for Debt Securities
21 November 2023 - 2:30PM
Business Wire
American International Group, Inc. (NYSE: AIG) today announced
the early results of its previously announced tender offer (the
“Tender Offer”) to purchase for cash the notes and debentures of
the series listed in the table below (collectively, the
“Securities”). The Tender Offer was made pursuant to AIG’s Offer to
Purchase, dated November 6, 2023 (the “Offer to Purchase”), which
sets forth a more comprehensive description of the terms and
conditions of the Tender Offer. Capitalized terms used but not
defined in this announcement have the meanings given to them in the
Offer to Purchase.
In addition, AIG has exercised its previously disclosed right to
amend the terms of the Tender Offer to increase the aggregate
purchase price (excluding Accrued Interest) for all Securities
validly tendered and accepted for purchase pursuant to the Tender
Offer to $1.5 billion (such amount, as increased, the “Tender
Cap”). Except as described in this press release, the terms and
conditions of the Tender Offer set forth in the Offer to Purchase
remain unchanged.
According to information provided by Ipreo LLC, the Information
Agent and Tender Agent in connection with the Tender Offer,
$3,350,031,000 aggregate principal amount of the Securities
demoninated in U.S. dollars and €524,765,000 aggregate principal
amount of the Securities demoninated in euro were validly tendered
prior to or at the Early Participation Date and not validly
withdrawn. The table below provides certain information about the
Tender Offer, including the aggregate principal amount of each
series of Securities validly tendered and not validly withdrawn
prior to the Early Participation Date.
Acceptance Priority
Level
Title of Security
Security Identifier(s)
Principal Amount
Outstanding (millions)
Aggregate Principal Amount
Tendered as of the Early Participation Date (1)
1
2.500% Notes Due 2025
CUSIP:
026874DQ7
ISIN:
US026874DQ70
$1,000.0
$853,854,000
2
3.900% Notes Due 2026
CUSIP:
026874DH7
ISIN:
US026874DH71
$750.0
$513,840,000
3
1.875% Notes Due 2027
CUSIP:
AN6673288
ISIN:
XS1627602201
€1,000.0
€524,765,000
4
4.200% Notes Due 2028
CUSIP:
026874DK0
ISIN:
US026874DK01
$341.0
$159,634,000
5
8.175% Series A-6 Junior Subordinated
Debentures Due 2058
CUSIP:
026874BS5
ISIN:
US026874BS54
$166.4
$31,966,000
6
6.820% Notes Due 2037
CUSIP:
026874CW5
ISIN:
US026874CW57
$143.4
$34,257,000
7
6.250% Series A-1 Junior Subordinated
Debentures Due 2037
CUSIP:
026874BE6
ISIN:
US026874BE68
$37.7
$14,016,000
8
4.375% Notes Due 2055
CUSIP:
026874DB0
ISIN:
US026874DB02
$246.4
$35,449,000
9
6.250% Notes Due 2036
CUSIP:
026874AZ0
ISIN:
US026874AZ07
$584.3
$180,129,000
10
4.800% Notes Due 2045
CUSIP:
026874DF1
ISIN:
US026874DF16
$750.0
$332,962,000
11
4.375% Notes Due 2050
CUSIP:
026874DP9
ISIN:
US026874DP97
$1,000.0
$527,579,000
12
4.750% Notes Due 2048
CUSIP:
026874DL8
ISIN:
US026874DL83
$1,000.0
$520,122,000
13
4.500% Notes Due 2044
CUSIP:
026874DA2
ISIN:
US026874DA29
$746.6
$146,223,000
________ (1) As reported by Ipreo LLC, the Information Agent and
Tender Agent in connection with the Tender Offer.
Pursuant to the terms of the Tender Offer, AIG will accept for
payment up to the Tender Cap Securities validly tendered and not
validly withdrawn as shown in the table above and in accordance
with the Acceptance Priority Levels. Because the aggregate purchase
price of the Securities validly tendered at or prior to the Early
Participation Date exceeds the Tender Cap, AIG does not expect to
accept any further tenders of Securities.
The pricing of the Total Consideration for each series of
Securities is expected to occur at or about 10:00 a.m., New York
City time (3:00 p.m., London time), on November 21, 2023 (the
“Reference Yield and FX Determination Date”).
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, holders whose Securities were validly tendered
and not validly withdrawn at or prior to the Early Participation
Date, and are accepted for purchase in the Tender Offer, will
receive the applicable Total Consideration for each $1,000 or
€1,000 principal amount of such Securities in cash on the early
settlement date, which will be November 22, 2023 (the “Early
Settlement Date”). In addition to the applicable Total
Consideration, such holders will be paid the Accrued Interest.
Interest will cease to accrue on the Early Settlement Date for all
Securities that were validly tendered and not validly withdrawn at
or prior to the Early Participation Date, and that are accepted for
purchase in the Tender Offer.
Securities that have been validly tendered and not validly
withdrawn at or before the Early Participation Date and are
accepted in the Tender Offer will be purchased, retired and
canceled by AIG on the Early Settlement Date.
AIG has retained BofA Securities, Inc., Citigroup Global Markets
Inc. and U.S. Bancorp Investments Inc. as the Joint Lead Dealer
Managers and BNP Paribas Securities Corp., SG Americas Securities,
LLC and SMBC Nikko Securities America, Inc. as Co-Dealer Managers.
Ipreo LLC is the Information Agent and Tender Agent. For additional
information regarding the terms of the Tender Offer, please
contact: BofA Securities, Inc. at (888) 292-0070 (toll-free), (980)
387-3907 (collect for U.S. dollar securities) or +44 (207) 996 5420
(collect for euro securities); Citigroup Global Markets Inc. at
(800) 558-3745 (toll-free) or (212) 723-6106 (collect); or U.S.
Bancorp Investments, Inc. at (800) 479-3441 (toll-free) or (917)
558-2756 (collect). Requests for documents and questions regarding
the tendering of securities may be directed to Ipreo LLC by
telephone at (212) 849-3880 (for banks and brokers only) and (888)
593-9546 (for all others toll-free), by email at
ipreo-tenderoffer@ihsmarkit.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.
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.
About AIG
American International Group, Inc. (AIG) is a leading global
insurance organization. AIG member companies provide insurance
solutions that help businesses and individuals in approximately 70
countries and jurisdictions protect their assets and manage risks.
For additional information, visit www.aig.com. This website with
additional information about AIG has been provided as a
convenience, and the information contained on such website is not
incorporated by reference into this press release. AIG common stock
is listed on the New York Stock Exchange.
AIG is the marketing name for the worldwide operations of
American International Group, Inc. 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 jurisdictions, and coverage is subject to
underwriting requirements and 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231120630140/en/
Quentin McMillan (Investors): quentin.mcmillan@aig.com Claire
Talcott (Media): claire.talcott@aig.com
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