AIG starts $6 billion capped tender offers covering 23 series

Chicago, March 31 – American International Group, Inc. launched 23 separate cash tender offers for up to $6 billion total consideration on Thursday, according to a news release.

The total consideration does not include accrued coupon payments.

The notes

The 23 notes each have an acceptance priority order; however no series will be prorated. This means that a series with a lower priority level could be accepted for purchase when no notes are accepted from a higher-ranked series.

All of the notes were issued by AIG, with the exception of the fifth series which was issued by Validus Holdings, Ltd.

The notes, by acceptance priority order, are the following:

• £42 million outstanding 5.75% series A-2 junior subordinated debentures due March 15, 2037 (Cusip: 026874BF3) with a first par call date of March 15, 2017 and a fixed redemption price of par;

• €91 million outstanding 4.875% series A-3 junior subordinated debentures due March 15, 2037 (Cusip: 026874BG1) with a first par call date of March 15, 2017 and a fixed redemption price of €972.50 per €1,000 note;

• $198 million outstanding 8.175% series A-6 junior subordinated debentures due May 15, 2058 (Cusip: 026874BS5) with a first par call date of May 15, 2038 and a fixed redemption price of $1,397.50 per $1,000 note;

• $64 million outstanding 6.25% series A-1 junior subordinated debentures due March 15, 2037 (Cusip: 026874BE6) with a fixed redemption price of $1,070 per $1,000 note;

• $214 million outstanding 8.875% senior notes due 2040 issued by Validus due Jan. 26, 2040 (Cusip: 91915WAB8) with pricing to be based on the 2.375% U.S. Treasury due Feb. 15, 2042 plus 175 basis points;

• £500 million outstanding 5% notes due April 26, 2023 (ISIN: XS0252367775) with pricing to be based on the 0.125% U.K. Treasury due Jan. 31, 2023 plus 75 bps;

• $500 million outstanding 4.7% notes due July 10, 2035 (Cusip: 026874DE4) with a first par call date of Jan. 10, 2035 and with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 135 bps;

• $1.25 billion outstanding 3.75% notes due July 10, 2025 (Cusip: 026874DD6) with a first par call date of April 10, 2025 and with pricing to be based on the 1.75% U.S. Treasury due March 15, 2025 plus 45 bps;

• $2.25 billion outstanding 4.5% notes due July 16, 2044 (Cusip: 026874DA2) with a first par call date on Jan. 16, 2044 and with pricing to be based on the 2.375% U.S. Treasury due Feb. 15, 2042 plus 120 bps;

• $1.6 billion outstanding 3.4% notes due June 30, 2030 (Cusip: 026874DR5) with a first par call date of March 30, 2030 and with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 90 bps;

• $800 million outstanding 4.375% notes due Jan. 15, 2055 (Cusip: 026874DB0) with a first par call date of July 15, 2054 and with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 135 bps;

• $1 billion outstanding 4.125% notes due Feb. 15, 2024 (Cusip: 026874CY1) with pricing to be based on the 2.75% U.S. Treasury due Feb. 15, 2024 plus 25 bps;

• $1.2 billion outstanding 3.875% notes due Jan. 15, 2035 (Cusip: 026874DC8) with a first par call date of July 15, 2034 and with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 130 bps;

• $750 million outstanding 4.2% notes April 1, 2028 (Cusip: 026874DK0) with a first par call date of Jan. 1, 2028 and with pricing to be based on the 1.875% U.S. Treasury due Feb. 28, 2027 plus 70 bps;

• $1 billion outstanding 4.375% notes due June 30, 2050 (Cusip: 026874DP9) with a first par call date of Dec. 30, 2049 and with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 120 bps;

• $600 million outstanding 4.25% notes due March 15, 2029 (Cusip: 026874DN4) with a first par call date of Dec. 15, 2028 and with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 90 bps;

• $584 million outstanding 6.25% notes due May 1, 2036 (Cusip: 026874AZ0) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 150 bps;

• $143 million outstanding 6.82% notes due Nov. 15, 2037 (Cusip: 026874CW5) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 155 bps;

• $750 million outstanding 4.8% notes due July 10, 2045 (Cusip: 026874DF1) with a first par call date of Jan. 10, 2045 and with pricing to be based on the 2.375% U.S. Treasury due Feb. 15, 2042 plus 120 bps;

• $1 billion outstanding 4.75% notes due April 1, 2048 (Cusip: 026874DL8) with a first par call date of Oct. 1, 2047 and with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 125 bps;

• $1.5 billion outstanding 3.9% notes due April 1, 2026 (Cusip: 026874DH7) with a first par call date of Jan. 1, 2026 and with pricing to be based on the 1.875% U.S. Treasury due Feb. 28, 2027 plus 55 bps;

• $1.5 billion outstanding 2.5% notes due June 30, 2025 (Cusip: 026874DQ7) with a first par call date of May 30, 2025 and with pricing to be based on 1.75% U.S. Treasury due March 15, 2025 plus 45 bps; and

• €1 billion outstanding 1.875% notes due June 21, 2027 (ISIN: XS1627602201) with a first par call date of March 21, 2027 and with a fixed redemption price of €1,002.50 per €1,000 note.

Pricing will take place at 10 a.m. ET on April 6 and will use the par call dates where applicable.

The total consideration does not include the accrued coupon payment, which will be paid in cash in additional to the total consideration.

Details

The offers expire at 5 p.m. ET on April 6, also the withdrawal deadline.

There are guaranteed delivery procedures for the offer. Notes tendered via those procedures are due by 5 p.m. ET on April 8.

Initial settlement will be April 8. Notes tendered via guaranteed delivery will be settled on April 12.

The offers are conditioned on the repayment of at least $5.5 billion from a promissory note previously issued by Corebridge Financial, Inc. to AIG.

BNP Paribas Securities Corp. (888 210-4358, 212 841-3059), Deutsche Bank Securities Inc. (866 627-0391, 212 250-2955), Deutsche Bank AG, London Branch (+44 20 7545 8011), Goldman Sachs & Co. LLC (800 828-3182, 212 357-1452), U.S. Bancorp Investments, Inc. (877 558-2607, 612 336-7604) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4756) are the lead dealer managers for the offer.

Ipreo LLC (888 593-9546, 212 849-3880, ipreo-tenderoffer@ihsmarkit.com) is the tender and information agent.

AIG is a New York-based insurance provider.

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