Aig commences cash tender offers for debt securities
New york--(business wire)--american international group, inc. (nyse:aig) today commenced cash tender offers for 39 series of debt securities of aig and its subsidiaries. the complete terms of the tender offers are set forth in two separate offers to purchase and the related letters of transmittal, each dated today. securities that are accepted in the tender offers will be purchased, retired and cancelled by the relevant issuer. consummation of the tender offers is subject to a number of conditions, including the absence of any adverse legal and market developments. subject to applicable law, aig may waive certain of these conditions or extend, terminate or otherwise amend one or more of the tender offers. the tender offers are not cross-conditioned, and aig may complete some, all or none of them. any and all tender offers aig is offering to purchase any and all of the notes listed on tables i and ii below. these offers will expire at 5:00 p.m., new york city time, on march 25, 2015, subject to extension. table i sets forth the fixed prices paid for each series of notes listed therein. the prices paid for each series of notes listed in table ii will be based on fixed spreads to certain reference benchmarks, determined on march 25, 2015, as described in the applicable offer to purchase. tenders of notes may be validly withdrawn at any time at or prior to the expiration date but not thereafter. holders whose notes are accepted in these tender offers will also receive, where applicable, a cash payment representing accrued interest from the most recent interest payment date to but excluding the date aig purchases the notes. the payment date for each any and all offer will be promptly following its expiration and is expected to be on or about march 30, 2015. the notes are part of the direct investment book (the “dib”) and will be purchased using cash allocated to the dib. copies of the offer to purchase, the related letter of transmittal and the notice of guaranteed delivery for the any and all tender offers are available at the following web address: http://www.gbsc-usa.com/aig/. maximum tender offer aig is also offering to purchase the notes and debentures listed on table iii below for an aggregate purchase price, not including accrued interest, of up to $1.25 billion. the early participation date for this tender offer is 5:00 p.m., new york city time, on march 30, 2015, and the expiration date for this tender offer is 11:59 p.m., new york city time, on april 13, 2015 (in each case, subject to extension). the prices paid for the notes and debentures denominated in u.s. dollars and sterling will be calculated on the basis of the yield to the applicable call or maturity date of the applicable reference security listed on table iii, at 10:00 a.m., new york city time, for the notes and debentures denominated in u.s. dollars, or 3:00 p.m., london time, for the notes and debentures denominated in sterling, each on the business day following the early participation date, plus the fixed spread applicable to such note, as set forth on table iii. the price paid for the notes denominated in euros will be calculated on the basis of the rates payable on certain reference swaps, at 3:00 p.m., london time, on the business day following the early participation date, plus the fixed spread applicable to such note, as described more fully in the applicable offer to purchase. holders whose notes and debentures are accepted in this tender offer will also receive a cash payment representing accrued interest from the most recent interest payment date to but excluding the date aig purchases the notes. the payment date for this offer will be promptly following its expiration and is expected to be on or about april 15, 2015. the following is a brief summary of certain key elements of this tender offer: holders who validly tender and who do not validly withdraw their notes or debentures at or prior to 5:00 p.m., new york city time on march 30, 2015, and whose tenders are accepted for purchase, will receive the total consideration. holders who validly tender their notes or debentures after 5:00 p.m., new york city time on the early participation date but at or prior to the expiration date, and whose securities are accepted for purchase, will only be eligible to receive the tender offer consideration, which is equal to the total consideration less the early participation amount. tenders of notes or debentures may be validly withdrawn at any time at or prior to 5:00 p.m., new york city time, on march 30, 2015 (subject to extension), but not thereafter. aig reserves the right, but is under no obligation, to increase the maximum amount of notes and debentures sought in this tender offer. in the event of any such increase, aig will not be obligated (except as required by applicable law) to extend the early participation date, the withdrawal date or the expiration date. if this tender offer is oversubscribed, aig will accept for payment all securities validly tendered in accordance with the acceptance priority levels set forth in table iii. if there are sufficient remaining funds to purchase some, but not all, of the remaining tendered notes or debentures at any acceptance priority level, aig will accept for payment such tendered notes or debentures on a prorated basis. # # # this press release is qualified in its entirety by the offers to purchase and related letters of transmittal. aig has retained barclays bank plc, barclays capital inc., bofa merrill lynch, goldman, sachs & co. and goldman sachs international as the joint lead dealer managers. global bondholder services corporation is the information agent and depositary. for additional information regarding the terms of the tender offers, please contact: barclays bank plc at +44 (0) 207 773 8990 (international); barclays capital inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect); bofa merrill lynch at +44 (0) 20 7995 2929 (international), (888) 292-0070 (toll-free) or (980) 387-3907 (collect); goldman, sachs & co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect); or goldman sachs international at +44 (0) 207 774 9862 (international). requests for documents and questions regarding the tendering of securities may be directed to global bondholder services corporation by telephone at (212) 430-3774 (for banks and brokers only), (866) 924-2200 (for all others toll-free) or +001-212-430-3774 (international), by email at aig@gbsc-usa.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 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 global insurance organization serving customers in more than 100 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. table i—any and all tender offers—fixed price securities securities(1) 2.275% fixed rate notes due 8 august 2016 isin: xs0263983040 2.275% fixed rate notes due 8 august 2016isin: xs0263873373 8.59% fixed rate notes due september 15, 2016*isin: xs0266561769 fixed rate notes due 24 october 2016isin: xs0287306830 2.75 per cent. notes due 2016isin: ch0027962825 7.98% fixed rate notes due 15 june 2017*isin: xs0305757337 3.375 per cent. notes due 2017isin: ch0031390476 fixed rate notes due 22 november 2017isin: xs0309312469 fixed rate notes due april 24, 2018isin: xs0309298296 fixed rate notes due 23 august 2018isin: xs0309312113 fixed rate notes due 2018*isin: xs0370704750 aig-fp matched fundingcorp.† callable fixed rates due 19 march 2047*isin: xs0292331955 aig-fp matched fundingcorp.† callable zero coupon notes due april 2035(2)isin: xs0216334028 aig-fp matched fundingcorp.† medium-term notes, series aig-fp, floatingrate libor notes due november 27, 2046cusip: 02687qbf4isin: us02687qbf46 medium-term notes, series aig-fp, floatingrate libor notes due december 5, 2046cusip: 02687qbg2isin: us02687qbg29 medium-term notes, series aig-fp, municipalindex linked range accrual notes due november 20, 2017(3)cusip: 02687qdb1isin: us02687qdb14 medium-term notes, series aig-fp, floatingrate libor notes due november 27, 2047cusip: 02687qdc9isin: us02687qdc96 dj-aigcitr-f2 commodity index linked notesdue may 11, 2017(2)cusip: 001379aq9 (reg. d)001379ap1 (144a) aig-fp private funding(cayman) limited† dj-aigcitr commodity index linked notesseries 2006-b due july 29, 2016(2)cusip: 001379ag1 (reg. d)001379af3 (144a) aig-fp private funding(cayman) limited† dj-aigcitr-f2 commodity index linked notes due september 26, 2016(2)cusip: 001378at5 (reg. d)001378as7 (144a) aig-fp private funding(cayman) limited† ________ * listed on the official list of the irish stock exchange and traded on its regulated market. † guaranteed by aig. (1) the reference principal amounts are chf 1,000, eur 1,000, jpy 1,000, mxn 1,000, nok 1,000 or usd 1,000, as applicable. (2) indicates zero coupon notes. holders of these notes will not receive accrued interest if their notes are accepted for payment. (3) interest is currently calculated at 7.5% per annum in accordance with the terms of the municipal index linked range accrual notes. applicable consideration(1) 5.450% medium-term notes,series mp, matchedinvestment program, duemay 18, 2017(2)cusip: 02687qbw7isin: us02687qbw78 usd 1,000 andintegral multiplesthereof 0.50% u.s. treasurydue february 28, 2017 5.000 per cent. notes due 2017*(3)isin: xs0307512722 eur 50,000 andintegral multiplesthereof june 2017 interpolatedswap rate ________ * listed on the official list of the irish stock exchange and traded on its regulated market. (1) actual total consideration may differ. (2) the price paid for these notes will be an amount that would reflect, on the date of purchase, a yield to the applicable maturity date equal to the sum of the yield of the reference security listed above at 10:00 a.m., new york city time, on the expiration date, plus the fixed spread set forth above. (3) the price paid for these notes will be an amount that would reflect, on the date of purchase, a yield to the applicable maturity date equal to the sum of the interpolated swap rate indicated above at 2:00 p.m., london time, on the expiration date, plus the fixed spread set forth above. table iii – maximum tender offer amount(1) consideration(2) 8.175% seriesa-6 juniorsubordinateddebentures cusip: 026874bs5 026874br7 (144a) u02687bw7 (reg. s) isin: us026874bs54 us026874br71 (144a) usu02687bw75 (reg. s) may 15,2038 usd 1,000 andintegralmultiplesthereof 3.00% u.s.treasurydue11/15/2044 bloombergpx1 7.57% juniorsubordinateddeferrableinterestdebentures,series a aig lifeholdings,inc.† cusip: 00138gab5 isin: us00138gab59 december 1,2045 usd 100,000and integralmultiples ofusd 1,000 inexcess thereof 3.00% u.s.treasurydue11/15/2044 bloombergpx1 8.625% seriesa-8 juniorsubordinateddebentures* isin: xs0365317113(144a)xs0365314284 (reg. s) may 22,2018 gbp 50,000 andintegralmultiplesthereof 5.00% uktreasurydue03/07/2018 bloombergdmo2 8½% juniorsubordinateddebenturesdue 2030 aig lifeholdings,inc.† cusip: 00138gaa7 isin: us00138gaa76 july 1,2030 usd 1,000 andintegralmultiplesthereof 3.00% u.s.treasurydue11/15/2044 bloombergpx1 8.000% seriesa-7 juniorsubordinateddebentures* isin: xs0365324838(144a)xs0365323608 (reg. s) may 22,2018 eur 50,000and integralmultiplesthereof may 2018interpolatedswap rate bloombergicae1 8⅛% juniorsubordinateddeferrableinterestdebentures,series b aig lifeholdings,inc.† cusip: 00138gac3 isin: us00138gac33 march 15,2046 usd 100,000and integralmultiples ofusd 1,000 inexcess thereof 3.00% u.s.treasurydue11/15/2044 bloombergpx1 6.25% seriesa-1 juniorsubordinated debentures cusip: 026874be6 isin: us026874be68 march 15,2037 usd 100,000and integralmultiples ofusd 1,000 inexcess thereof 3.00% u.s.treasurydue11/15/2044 bloombergpx1 5.75% seriesa-2 juniorsubordinateddebentures isin: xs0291641420 cusip: 026874bf3 march 15,2017 gbp 50,000 andintegralmultiplesthereof 1.75% uktreasurystock due01/22/2017 bloombergdmo2 8⅛%debenturesdue april 28,2023 sunamericainc.** cusip: 866930ab6 isin: us866930ab63 april 28,2023 usd 1,000 andintegralmultiplesthereof 2.00% u.s.treasurydue02/15/2025 bloombergpx1 6.765%sterling notesduenovember 15,2017* isin:xs0827565663 xs0702072900 (144a) xs0702072819 (reg. s) november 15,2017 gbp 100,000and integralmultiples ofgbp 1,000 inexcess thereof 1.00% uktreasurystock due09/07/2017 bloombergdmo2 6.797% euronotes duenovember 15,2017* isin: xs0827566711 xs0702072140 (144a) xs0702071928 (reg. s) november 15,2017 eur 100,000and integralmultiples ofeur 1,000 inexcess thereof november2017interpolatedswap rate bloombergicae1 6⅝% notesdue 2029 aig lifeholdings,inc.† cusip: 026351az9 isin: us026351az90 february 15,2029 usd 1,000 andintegralmultiplesthereof 3.00% u.s.treasurydue11/15/2044 bloombergpx1 5.60%debenturesdue july 31,2097 sunamericainc.** cusip: 866930ag5 isin: us866930ag50 july 31,2097 usd 1,000 andintegralmultiplesthereof 3.00% u.s.treasurydue11/15/2044 bloombergpx1 7½% notesdue 2025 aig lifeholdings,inc.† cusip: 026351au0 isin: us026351au04 july 15,2025 usd 135.5 usd 1,000 andintegralmultiplesthereof 2.00% u.s.treasurydue02/15/2025 bloombergpx1 4.875% seriesa-3 juniorsubordinateddebentures isin: xs0291642154 cusip: 026874bg1 march 15,2017 eur 50,000and integralmultiplesthereof march 2017interpolatedswap rate bloombergicae1 6.820% dollarnotes duenovember 15,2037 cusip: 026874cw5026874ce5 (144a)u02687 cj5 (reg. s)isin:us026874cw57us026874ce59 (144a)usu02687cj55 (reg. s) november 15,2037 3.00% u.s.treasurydue11/15/2044 bloombergpx1 130 5.850%medium-termnotes, seriesg, due january16, 2018 cusip: 02687qdg0 isin: us02687qdg01 january 16,2018 1.00% u.s.treasurydue03/15/2018 bloombergpx1 ________ * listed on the official list of the irish stock exchange and traded on its regulated market. ** all obligations of sunamerica inc. were assumed by aig in 1999. † guaranteed by aig. (1) the total consideration payable for each $1,000, £1,000 or €1,000 principal amount of the notes or debentures validly tendered on or prior to 5:00 p.m., new york city time, on march 30, 2015 and accepted for purchase by us includes the early participation amount. in addition, holders whose notes or debentures are accepted will also receive accrued interest on such notes or debentures. (2) per $1,000, £1,000 or €1,000 principal amount of notes or debentures and assuming that the reference yield (as defined in the offer to purchase for the maximum tender offer) had been measured at 10:00 a.m., new york city, on march 16, 2015 (see schedule b of the offer to purchase for the maximum tender offer).
