American International Group, Inc. (NYSE:AIG) today announced
the pricing of the Sterling and Euro-denominated debt securities
issued by AIG (the “Sterling and Euro Securities”) subject to its
previously announced cash tender offers (the “Tender Offers”)
pursuant to its offer to purchase dated June 12, 2014 (the
“Offer to Purchase”).
The reference yield for each series of Sterling and Euro
Securities was calculated as of 2:00 p.m., London time, on June 25,
2014, based on the mid-market price of the applicable reference
security displayed on the applicable reference page set forth in
the table below. The complete terms of the Tender Offers are set
forth in the Offer to Purchase, including certain capitalized terms
used but not defined herein. The reference yields will be used to
determine the consideration paid for each series of Sterling and
Euro Securities that are accepted for purchase after expiration of
the Tender Offers.
The expiration date of the Tender Offers is 11:59 p.m., New York
City time, on July 10, 2014, unless extended (the “Expiration
Date”). Holders who have not already tendered their Sterling and
Euro Securities may continue to do so at any time prior to the
Expiration Date, in accordance with the procedures described in the
Offer to Purchase. Holders who validly tender and do not withdraw
their Sterling and Euro Securities on or prior to 5:00 p.m., New
York City time, on June 25, 2014, unless extended (the “Early
Participation Date”), and whose Sterling and Euro Securities are
accepted for purchase pursuant to the Tender Offers, will receive
the Total Consideration set forth below, which includes an early
participation amount of £50.00 or €50.00 per £1,000 or €1,000
principal amount (as applicable) of Sterling or Euro Securities
validly tendered and accepted for purchase (the “Early
Participation Amount”). Holders validly tendering their Sterling
and Euro Securities after the Early Participation Date and on or
prior to the Expiration Date will not be entitled to receive the
Early Participation Amount. Tenders of Sterling and Euro 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may be validly withdrawn at any time at or prior to 5:00 p.m., New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.
The key pricing details for Sterling and Euro Securities
included in the Tender Offers are as follows:
Title of Security ISIN(s) Principal
Amount Outstanding Reference Security
Reference Yield(1) Fixed Spread
Total
Consideration(1)(2)(3)
(in millions) (basis points)
Junior Tender Offer 5.75% Series A-2 Junior
Subordinated Debentures XS0291641420 £244.0 1.75% UK Treasury Stock
due January 22, 2017 1.211% 250 £1,051.34 8.000% Series A-7
Junior Subordinated Debentures XS0365324838 (144A)
XS0365323608 (Reg. S)
€127.0 4.00% German Bunds due January 4, 2018 0.099% 185 €1,222.53
8.625% Series A-8 Junior Subordinated Debentures
XS0365317113 (144A)
XS0365314284 (Reg. S)
£138.2 5.00% UK Treasury Stock due
March 7, 2018
1.603% 150 £1,199.16
Senior Tender Offer
6.765% Sterling Notes Due November 15, 2017 XS0827565663
XS0702072900 (144A)
XS0702072819 (Reg. S)
£662.2 1.75% UK Treasury Stock due January 22, 2017 1.211% 110
£1,142.21 6.797% Euro Notes Due November 15, 2017
XS0827566711
XS0702072140 (144A)
XS0702071928 (Reg. S)
€160.9 0.5% German Bunds due April 7, 2017 0.056% 85 €1,192.87
_____________
(1) The Total Consideration payable for each series of
Sterling or Euro Securities will be a price per £1,000 or €1,000
principal amount (as applicable) equal to an amount that would
reflect, as of the Payment Date, a yield to the applicable call or
maturity date of such series of Sterling or Euro Securities (as
applicable) set forth in the Offer to Purchase equal to the sum of
the yield to maturity of the applicable reference security
specified above, as set forth on Bloomberg Page DMO2 (in the case
of the Sterling Securities) or PXGE (in the case of the Euro
Securities) as of 2:00 p.m., London time, on June 25, 2014 (the
“Reference Yield”), plus the applicable fixed spread specified
above, minus accrued and unpaid interest thereon from the last
interest payment date to but not including the Payment Date. (2)
Per £1,000 or €1,000 principal amount (as applicable) validly
tendered and accepted for purchase, as calculated in accordance
with the Offer to Purchase, and assuming a July 14, 2014 Payment
Date. (3) Includes the Early Participation Amount. Holders whose
Sterling and Euro Securities are accepted in the Tender Offers will
also receive accrued and unpaid interest from the last interest
payment date to but not including the Payment Date.
The complete terms of the Tender Offers, including information
with respect to the amount of securities sought and, in the case of
the senior Sterling and Euro Securities listed in the table above,
the acceptance priority levels, are described in the Offer
Documents.
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 Sterling and Euro 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.
AIGInvestors:Liz Werner,
212-770-7074elizabeth.werner@aig.comorMedia:Molly Binenfeld,
212-770-3141molly.binenfeld@aig.com
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