American International Group, Inc. (NYSE:AIG) today announced
that it has commenced cash tender offers (the “Tender Offers”) for
any and all of the following series of notes:
Title
Original Issuer
CUSIP No.
7.57% Junior Subordinated
Deferrable Interest Debentures, Series A
American General
Corporation(1)
00138GAB5
8 1/8% Junior Subordinated
Deferrable Interest Debentures, Series B
American General
Corporation(1)
00138GAC3
7 ½% Notes due 2025
American General
Corporation(1)
026351AU0
6 5/8% Notes due 2029
American General
Corporation(1)
026351AZ9
8 ½% Junior Subordinated
Debentures due 2030
American General
Corporation(1)
00138GAA7
8.125% Debentures due 2023
SunAmerica Inc.(2)
866930AB6
7.05% Notes due 2025
SunAmerica Inc.(2)
86703QBJ9
7.00% Notes due 2026
SunAmerica Inc.(2)
86703QBN0
5.60% Debentures due 2097
SunAmerica Inc.(2)
866930AG5
_____________________
(1)
The current obligor for this series of
notes is AIG Life Holdings, Inc. (“AIG Life Holdings”), a wholly
owned subsidiary of AIG and successor to American General
Corporation, and each series of such notes is, as of the date
hereof, guaranteed by AIG.
(2)
The current obligor for this series of
notes is AIG (as successor to SunAmerica Inc.).
Additionally, AIG announced that it has commenced solicitations
of consents (the “Consent Solicitations”) to certain proposed
amendments to (i) the indenture under which the four series of
notes were originally issued by SunAmerica Inc. (referred to as the
“SunAmerica Notes”) and (ii) the indenture under which each of the
7.57% Junior Subordinated Deferrable Interest Debentures, Series A
and the 8 1/8% Junior Subordinated Deferrable Interest Debentures,
Series B (referred to as the “Series A-B Notes”), each as set forth
in the table above, were issued. AIG is not soliciting consents in
respect of the 7 ½% Notes due 2025, 6 5/8% Notes due 2029, or 8 ½%
Junior Subordinated Debentures due 2030 of AIG Life Holdings.
The Tender Offers and Consent Solicitations are being made
pursuant to AIG’s Offer to Purchase and Consent Solicitation
Statement for the SunAmerica Notes, dated May 11, 2021, and AIG’s
Offer to Purchase and Consent Solicitation Statement for the AIG
Life Holdings Notes, dated May 11, 2021 (each, an “Offer to
Purchase and Consent Solicitation”), which set forth a more
comprehensive description of the terms of each Tender Offer and
Consent Solicitation.
The notes subject to the Tender Offers and Consent Solicitations
were issued by legacy Life & Retirement companies prior to
these companies being acquired by AIG in the late 1990s and early
2000s. As a result of these acquisitions, this debt was either
assumed (in the case of the SunAmerica Notes) or guaranteed (in the
case of the notes originally issued by American General
Corporation) by AIG. As AIG pursues a separation of its Life &
Retirement business, the Tender Offers and Consent Solicitations
are intended to retire some or all of this legacy debt, and conform
the covenants governing any such debt not tendered so they are in
line with covenants governing other existing AIG-issued debt.
The proposed amendments to the indenture under which the
SunAmerica Notes were issued must be consented to by holders of not
less than a majority in aggregate principal amount of the
SunAmerica Notes at the time outstanding, voting as one class (the
“SunAmerica Required Consents”). The proposed amendments to the
indenture under which the Series A-B Notes were issued must be
consented to by holders of not less than a majority in aggregate
principal amount of each series of such Series A-B Notes then
outstanding (the “Series A-B Required Consents” and together with
the SunAmerica Required Consents, the “Required Consents”).
The table below sets forth information with respect to the notes
and each Tender Offer and Consent Solicitation.
Title
Original Issuer
Principal Amount
Outstanding
Reference Treasury
Security
Bloomberg Reference
Page
Fixed Spread
Early Tender
Payment(1)
Hypothetical Total
Consideration(2)
Standalone Consent
Payment(3)
7.57% Junior Subordinated
Deferrable Interest Debentures, Series A
American General Corporation
$36,745,000
1.875% UST due 02/15/2051
PX1
175 bps
$30
$1,539.25
$5
8 1/8% Junior Subordinated
Deferrable Interest Debentures, Series B
American General Corporation
$211,987,000
1.875% UST due 02/15/2051
PX1
175 bps
$30
$1,629.01
$5
7 ½% Notes due 2025
American General Corporation
$135,531,000
0.750% UST due 04/30/2026
PX1
45 bps
$30
$1,251.84
N/A
6 5/8% Notes due 2029
American General Corporation
$147,091,000
1.125% UST due 02/15/2031
PX1
65 bps
$30
$1,307.90
N/A
8 ½% Junior Subordinated
Debentures due 2030
American General Corporation
$114,110,000
1.125% UST due 02/15/2031
PX1
150 bps
$30
$1,424.57
N/A
8.125% Debentures due April 28,
2023
SunAmerica Inc.
$86,367,000
0.125% UST due 04/30/2023
PX1
0 bps
$30
$1,152.95
$5
7.05% Notes due 2025
SunAmerica Inc.
$13,640,000
0.750% UST due 04/30/2026
PX1
40 bps
$30
$1,257.04
$5
7.00% Notes due 2026
SunAmerica Inc.
$8,797,000
0.750% UST due 04/30/2026
PX1
45 bps
$30
$1,263.18
$5
5.60% Debentures due 2097
SunAmerica Inc.
$19,996,000
1.875% UST due 02/15/2051
PX1
170 bps
$30
$1,373.39
$5
_____________________
(1)
Per $1,000 principal amount of notes
tendered and accepted for purchase. With respect to the Series A-B
Notes and the SunAmerica Notes, the “Early Tender Payment” includes
the payment of a consent fee to holders that deliver tenders and
accompanying consents prior to the Early Tender Time. The Early
Tender Payment is included in “Total Consideration” and not
included in “Tender Offer Consideration.”
(2)
Per $1,000 principal amount of notes
tendered and accepted for purchase, based upon a “Reference Yield”
determined as of 2:00 p.m., New York City time, on May 10, 2021;
excludes accrued and unpaid interest; assumes settlement on May 26,
2021.
(3)
Per $1,000 principal amount of consents
delivered without tendering Series A-B Notes or SunAmerica Notes.
The Consent Payment is payable only to holders that deliver
consents without tendering their Series A-B Notes or SunAmerica
Notes and will only be paid if certain conditions are met.
The Tender Offers are scheduled to expire at the “Expiration
Time,” which is 11:59 p.m., New York City time, on June 8, 2021,
unless extended or earlier terminated. Holders of notes must tender
and not withdraw their notes at or prior to the “Early Tender
Time,” which is 5:00 p.m., New York City time, on May 24, 2021,
unless extended, to receive the “Total Consideration.”
As part of each Tender Offer for the SunAmerica Notes and Series
A-B Notes, holders of SunAmerica Notes and Series A-B Notes must
deliver consents in order to tender their notes at or prior to the
Early Tender Time. In addition, holders of SunAmerica Notes and
Series A-B Notes may deliver consents to the proposed amendments in
the Consent Solicitations without tendering their notes at or prior
to the “Consent Expiration Time,” which is 5:00 p.m., New York City
time, on May 24, 2021, unless extended. Holders of SunAmerica Notes
and Series A-B Notes that deliver consents without tendering the
related notes at or prior to the Consent Expiration Time will
receive a “Consent Payment” of $5 per $1,000 principal amount of
consenting notes accepted by AIG, if the proposed amendments are
entered into for such series of notes. Following the Consent
Expiration Time and before the Expiration Time, holders of
SunAmerica Notes and Series A-B Notes may tender their notes
without delivering consents in respect of those notes.
AIG reserves the option to accept and purchase, promptly
following the Early Tender Time and Consent Expiration Time, any
notes tendered and consents delivered at or prior to the Early
Tender Time and Consent Expiration Time, respectively, subject to
the terms and conditions described in each Offer to Purchase and
Consent Solicitation Statement.
The Total Consideration payable for each $1,000 principal amount
of notes validly tendered at or prior to the Early Tender Time and
accepted for payment will be determined in the manner described in
each Offer to Purchase and Consent Solicitation Statement by
reference to a fixed spread as set forth in the table above over
the bid-side yield to maturity of the reference U.S. Treasury
security set forth in the table above as displayed on the Bloomberg
Reference Page set forth in the table above as of 2:00 p.m., New
York City time, on May 24, 2021. The Total Consideration includes
the payment of a consent fee to holders that deliver tenders and
accompanying consents prior to the Early Tender Time.
Holders who tender their notes after the Early Tender Time will
only be eligible to receive the “Tender Offer Consideration,” which
is the Total Consideration minus an “Early Tender Payment” as set
forth in the table above. The Tender Offer Consideration will be
payable promptly following the Expiration Time. No consents may be
delivered in the Consent Solicitations following the Consent
Expiration Time.
Subject to the terms and conditions of the Tender Offers, AIG
intends to accept for purchase (i) all of the applicable series of
Series A-B Notes if AIG receives the Series A-B Required Consents
and executes the relevant Supplemental Indenture in respect of
either or both series of Series A-B Notes and (ii) all of the
SunAmerica Notes if AIG receives the SunAmerica Required Consents
and executes the relevant Supplemental Indenture, in each case,
that are validly tendered and not validly withdrawn prior to the
Expiration Time.
In addition to the Total Consideration or Tender Offer
Consideration, as applicable, holders of notes accepted for payment
will receive accrued and unpaid interest from the last interest
payment date for the notes to, but not including, the applicable
settlement date.
Except as required by applicable law, notes tendered and
consents delivered may be withdrawn only at or prior to the
“Withdrawal Deadline,” which is 5:00 p.m., New York City time, on
May 24, 2021, and notes tendered after the Withdrawal Deadline and
before the Expiration Time may not be withdrawn.
AIG has retained Credit Suisse Securities (USA) LLC and J.P.
Morgan to serve as dealer managers and consent solicitation agents
for the Tender Offers and Consent Solicitations and has retained
D.F. King, Inc. to serve as the tender and information agent for
the Tender Offers and Consent Solicitations. Requests for documents
may be directed to D.F. King, Inc. by telephone at (800) 334-0384
(toll free) or (212) 269-5550 (for banks and brokers) or by email
at aig@dfking.com. Questions regarding the Tender Offers and
Consent Solicitations may be directed to either Credit Suisse
Securities (USA) LLC at (800) 820-1653 (toll-free) or (212)
538-2147 (collect) or J.P. Morgan at (866) 834-4666 (toll free) or
(212) 834-4045 (collect).
The Tender Offers and Consent Solicitations are subject to the
satisfaction of certain conditions. AIG may terminate or alter any
or all of the Tender Offers or Consent Solicitations and is not
obligated to accept for payment, purchase or pay for, and may delay
the acceptance for payment of, any tendered notes or delivered
consents, in each event subject to applicable laws. The Tender
Offers are not conditioned on the tender of a minimum principal
amount of notes.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the notes or any other securities.
The Tender Offers and Consent Solicitations are made only by and
pursuant to the terms of each Offer to Purchase and Consent
Solicitation Statement and the related letters of transmittal and
only to such persons and in such jurisdictions as is permitted
under applicable law. The information in this press release is
qualified by reference to each Offer to Purchase and Consent
Solicitation Statement and the related letters of transmittal. None
of AIG, the dealer managers and consent solicitation agents or the
tender and information agent makes any recommendations as to
whether holders should tender their notes or deliver consents
pursuant to the Tender Offers and Consent Solicitations. Holders
must make their own decisions as to whether to tender notes, and,
if so, the principal amount of notes to tender, and whether to
deliver consents.
Certain statements in this
press release, including those describing the completion of the
Tender Offers and Consent Solicitations, 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. AIG member companies provide a wide range
of property casualty insurance, life insurance, retirement
solutions, and other financial services to customers in
approximately 80 countries and jurisdictions. These diverse
offerings include products and services that help businesses and
individuals protect their assets, manage risks and provide for
retirement security. AIG common stock is listed on the New York
Stock Exchange.
Additional information about AIG can be found at www.aig.com |
YouTube: www.youtube.com/aig | Twitter: @AIGinsurance
www.twitter.com/AIGinsurance | LinkedIn:
www.linkedin.com/company/aig. These references with additional
information about AIG have been provided as a convenience, and the
information contained on such websites is not incorporated by
reference into this press release.
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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210511005342/en/
Shelley Singh (Investors): shelley.singh@aig.com Claire Talcott
(Media): claire.talcott@aig.com
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