American International Group, Inc. (NYSE:AIG) today announced
the final results as of 11:59 p.m., New York City time, on July 10,
2014 (the “Expiration Date”) of its previously announced cash
tender offers for up to $1.8 billion maximum aggregate purchase
price of the junior subordinated debentures issued or guaranteed by
AIG listed in the table below under the caption “Junior Tender
Offer” (the “Junior Debt Securities”) and up to $700 million
maximum aggregate purchase price of the senior notes and debentures
issued or guaranteed by AIG listed in the table below under the
caption “Senior Tender Offer” (the “Senior Debt Securities” and,
together with the Junior Debt Securities, the “Securities”),
pursuant to its offer to purchase dated June 12, 2014 (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 successful completion of the tender offers continues to
illustrate that AIG is delivering on its capital management goals
while illustrating its financial flexibility,” said Robert H.
Benmosche, President and Chief Executive Officer of AIG.
As of the Expiration Date, the principal amount of Securities of
each series outstanding and validly tendered and accepted by AIG,
the Acceptance Priority Level (where applicable) and the Total
Consideration per $1,000, £1,000 or €1,000 principal amount are as
set forth in the table below. The Total Consideration includes an
early participation amount of $50, £50 or €50 per $1,000, £1,000 or
€1,000 principal amount, as applicable (the “Early Participation
Amount”), of Securities validly tendered prior to 5:00 p.m., New
York City time, on June 25, 2014 (the “Early Participation Date”)
and accepted for purchase. Holders whose Securities were validly
tendered after the Early Participation Date and on or prior to the
Expiration Date and accepted for purchase will be entitled to
receive the Total Consideration less the Early Participation
Amount.
The Payment Date is expected to be on July 14, 2014. Holders
whose Securities are accepted for purchase will receive accrued
interest up to but not including the Payment Date.
Title of Security
Security Identifier(s)
Principal
Amount Outstanding
Principal
Amount Tendered
Principal
Amount Accepted
Acceptance
Priority Level
Total Consideration(1) (in millions) (in millions)
(in millions)
Junior Tender Offer 5.75% Series A-2 Junior
Subordinated Debentures
ISIN: XS0291641420 £244.0
£78.6 £71.4 N/A £1,051.34 8.000% Series A-7 Junior Subordinated
Debentures
ISIN: XS0365324838 (144A)
XS0365323608 (Reg. S)
€127.0 €77.6 €70.4 N/A €1,222.53 8.625% Series A-8 Junior
Subordinated Debentures
ISIN: XS0365317113 (144A)
XS0365314284 (Reg. S)
£138.2 £60.6 £54.1 N/A £1,199.16 8½% Junior Subordinated Debentures
Due 2030
CUSIP: 00138GAA7
ISIN: US00138GAA76
$280.7 $31.9 $29.6 N/A $1,351.11 6.25% Series A-1 Junior
Subordinated Debentures
CUSIP: 026874BE6
ISIN: US026874BE68
$608.7 $126.9 $112.4 N/A $1,130.26 8.175% Series A-6 Junior
Subordinated Debentures
CUSIP: 026874BS5
U02687BW7 (Reg. S)
026874BR7 (144A)
ISIN: USU02687BW75 (Reg.
S)
US026874BR71 (144A)
$3,632.6 $870.8 $809.4 N/A $1,393.48 7.57% Junior Subordinated
Deferrable Interest Debentures, Series A
CUSIP:
00138GAB5
ISIN: US00138GAB59
$272.3 $78.0 $71.3 N/A $1,334.00 8⅛% Junior Subordinated Deferrable
Interest Debentures, Series B
CUSIP: 00138GAC3
ISIN: US00138GAC33
$445.0 $42.4 $39.2 N/A $1,409.38
Senior Tender Offer 8⅛%
DebenturesDue April 28, 2023
CUSIP: 866930AB6
ISIN: US866930AB63
$100.0 $13.6 $13.6 1 $1,306.00 6.765% Sterling NotesDue November
15, 2017
ISIN:XS0827565663
ISIN: XS0702072900 (144A)
XS0702072819 (Reg. S)
£662.2 £125.2 £125.2 2 £1,142.21 6.797% Euro NotesDue November 15,
2017
ISIN: XS0827566711
ISIN: XS0702072140 (144A)
XS0702071928 (Reg. S)
€160.9 €99.1 €99.1 3 €1,192.87 7½% Notes Due 2025
CUSIP: 026351AU0
ISIN: US026351AU04
$150.0 $14.5 $14.5 4 $1,335.97 6.400% Notes Due 2020
CUSIP: 026874BW6
ISIN: US026874BW66
$1,500.0 $350.3 $214.1 5 $1,209.69 6⅝% Notes Due 2029
CUSIP: 026351AZ9
ISIN: US026351AZ90
$150.0 $17.3 $0.0 6 $1,256.67 5.850% Medium-Term Notes, Series G,
due January 16, 2018
CUSIP: 02687QDG0
ISIN: US02687QDG01
$2,500.0 $324.8 $0.0 7 $1,138.56 6.820% Dollar NotesDue November
15, 2037
CUSIP: 026874CW5 (144A)
CUSIP: U02687 CJ5 (Reg.
S)
ISIN:US026874CW57
ISIN: US026874CE59 (144A)
ISIN: USU02687CJ55 (Reg.
S)
$256.2 $168.8 $0.0 8 $1,363.54 5.60% Medium-Term Notes, Series G,
due October 18, 2016
CUSIP: 02687QBC1
ISIN: US02687QBC15
$750.0 $57.6 $0.0 9 $1,099.07
_____________
(1) Assuming the Payment Date occurs on
July 14, 2014.
The tender offers were oversubscribed. Accordingly, AIG has
accepted all Junior Debt Securities validly tendered and not
withdrawn on a prorated basis, as described in the Offer to
Purchase and set forth in the table above. AIG has accepted all
Senior Debt Securities validly tendered and not withdrawn with
Acceptance Priority Levels 1 through 4, and the Senior Debt
Securities validly tendered and not withdrawn with an Acceptance
Priority Level of 5 have been accepted on a prorated basis, as
described in the Offer to Purchase and set forth in the table
above. No Senior Debt Securities having Acceptance Priority Levels
of 6 to 9 have been accepted by AIG.
AIG 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 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: 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); Wells Fargo Securities, LLC at
(866) 309-6316 (toll-free) or (704) 410-4760 (collect); or 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.
Certain statements in this press release, including those
describing the payment for tendered securities in 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.
American International Group, Inc.Investors:Liz Werner,
212-770-7074elizabeth.werner@aig.comorMedia:Matt Gallagher,
212-458-3247matthew.gallagher2@aig.com
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