American International Group, Inc. (AIG) has announced that it has commenced offers to purchase outstanding notes for cash up to a maximum $750 million aggregate amount of total consideration. The offers include 12 separate offers to purchase outstanding notes, with varying principal amounts outstanding. The offers are scheduled to expire on the "expiration date," which is 5:00 p.m. (eastern time) on December 12, 2024, unless extended or earlier terminated.
The acceptance priority levels range from 1 to 12, with 1 being the highest acceptance priority level and 12 being the lowest acceptance priority level. The total consideration for each series of notes payable per each $1,000 principal amount of such series of notes validly tendered for purchase will be based on the fixed spread specified for each series of notes, plus the yield of the specified reference security for that series as quoted on the Bloomberg reference page as of 10:00 a.m. (Eastern Time) on December 12, 2024, unless extended.
For example, the 8.175% Series A-6 Junior Subordinated Debentures due 2058 has a principal amount outstanding of $162.2 million, while the 4.200% Notes due 2028 have a principal amount outstanding of $341 million. The offers are being made pursuant to AIG’s offer to purchase, dated December 6, 2024, which sets forth a more comprehensive description of the terms and conditions of each offer.
Holders of notes may withdraw their validly tendered notes any time at or prior to 5:00 p.m. (Eastern Time) on December 12, 2024, unless extended by AIG (the “withdrawal date”). The "initial settlement date" will be the second business day after the expiration date and is expected to be December 16, 2024. Holders whose notes are accepted for purchase in the offers will receive the applicable total consideration for each $1,000 principal amount of such notes in cash on the initial settlement date or guaranteed delivery settlement date, as applicable.
AIG’s obligation to complete an offer with respect to a particular series of notes validly tendered is conditioned on the satisfaction of conditions described in the offer to purchase, including that the aggregate total consideration, excluding the accrued coupon payment, payable for notes purchased in the offers not exceed $750 million (the “maximum purchase consideration”).
The offers are subject to the satisfaction of certain conditions, and AIG may terminate or alter any or all of the offers and is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other securities. The offers are made only by and pursuant to the terms of the offer to purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The market has reacted to these announcements by moving the company's shares -1.2% to a price of $75.22. For more information, read the company's full 8-K submission here.
