Exhibit 99.1
|
News Release |
| Contact: | Mark Herr (News Media) (O) 212-770-3505 (C) 718-685-9348 Liz Werner (Investment Community) 212-770-7074 |
AIG ANNOUNCES EARLY PARTICIPATION RESULTS OF OFFER TO EXCHANGE NEW
SENIOR NOTES FOR OUTSTANDING JUNIOR SUBORDINATED
DEBENTURES
SENIOR NOTES FOR OUTSTANDING JUNIOR SUBORDINATED
DEBENTURES
NEW YORK, November 9, 2011 — American International Group, Inc. (NYSE: AIG)
today announced the results as of the Early Participation Date of its
previously announced offer to exchange (the “Exchange Offer”) new senior
notes (“New Notes”) for specified series of its outstanding Junior
Subordinated Debentures pursuant to its offer to exchange, dated October 24,
2011 (the “Offer to Exchange”). As previously announced, the Early
Participation Date for the Exchange Offer was 5:00 p.m., New York City time,
on November 8, 2011. The complete terms of the Exchange Offer are set forth
in the Offer to Exchange, and, as applicable, the related letter of
transmittal, which were distributed solely to eligible holders.
The Expiration Date is 11:59 p.m., New York City time, on November 22, 2011
(subject to extension). However, because the tenders received as of the
Early Participation Date exceeded the previously announced Maximum Exchange
Amount of $2.5 billion (calculated as described in the Offer to Exchange),
AIG will not accept any tenders made after the Early Participation Date.
The table below summarizes the results as of the Early Participation Date of the Exchange
Offer:
| Aggregate | ||||||||||||||
| Aggregate | Percent of | Aggregate | Principal Amount | Aggregate Principal | ||||||||||
| Acceptance | Title of Junior | Principal | Tendered | Principal | Outstanding After | Amount of New Notes | ||||||||
| Priority | Subordinated | Amount | Amount | Amount | Giving Effect to | to Be Issued for | ||||||||
| Level | Debentures | Tendered* | Accepted* | Accepted | Accepted Tenders | Title of New Notes | Accepted Tenders | |||||||
| 1 | 4.875% Series A-3 |
€590,950,000 | 100% | €590,950,000 | €409,050,000 | 6.797% Euro Notes due November 15, 2017 |
€420,975,000 | |||||||
| 2 | 5.750% Series A-2 |
£440,150,000 | 100% | £440,150,000 | £309,850,000 | 6.765% Sterling Notes due November 15, 2017 |
£323,465,000 | |||||||
| 3 | 6.250% Series A-1 |
$312,419,000 | 100% | $312,419,000 | $687,581,000 | 6.820% Dollar Notes due November 15, 2037 |
$256,161,000 | |||||||
| 4 | 8.625% Series A-8 |
£699,900,000 | 53.6153% | £372,300,000 | £527,700,000 | 6.765% Sterling Notes due November 15, 2017 |
£338,757,000 | |||||||
| 5 | 8.175% Series A-6 |
$922,268,000 | 0% | $0 | $4,000,000,000 | 6.820% Dollar Notes due November 15, 2037 |
$0 |
| * | Excludes tenders that, after any proration, did not satisfy the Minimum Amount per Tender described in the Offer to Exchange. |
180 Maiden Lane ▪ New York, NY 10038
All Series A-3, Series A-2 and Series A-1 Junior Subordinated
Debentures that were validly tendered in the Exchange Offer and not
withdrawn have been accepted. Because the early tenders exceeded the
Maximum Exchange Amount, AIG has accepted tendered Series A-8 Junior
Subordinated Debentures on a pro rata basis in the aggregate amount
indicated above, and has not accepted any of the tendered Series A-6 Junior
Subordinated Debentures. The settlement date for the accepted early tenders
is expected to be November 15, 2011. Junior Subordinated Debentures
tendered but not accepted for exchange will be returned or credited to the
holder’s account promptly.
If and when issued, the New Notes will not have been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws. The New Notes may not be offered or sold in the United
States absent registration or to or for the benefit of any U.S. persons
except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable state
securities laws. AIG will enter into an exchange offer and registration
rights agreement with respect to the New Notes.
This news release does not constitute an offer or an invitation by AIG to
participate in the Exchange Offer in any jurisdiction in which it is
unlawful to make such an offer or solicitation in such jurisdiction. The
Exchange Offer has been made, and copies of the Exchange Offer documents
have been made available, only to a holder of Junior Subordinated Debentures
who has confirmed its eligibility, including, among other things, its status
as a “qualified institutional buyer” as defined in Rule 144A under the
Securities Act or that it is a person other than a “U.S. person” as defined
in Rule 902 under the Securities Act.
Holders of Series A-1 and A-6 Junior Subordinated Debentures may direct
questions or requests for assistance regarding the Exchange Offer to Global
Bondholder Services Corporation in the United States toll-free at
866-488-1500 or at (212) 430-3774 (banks and brokerage firms). Holders of
Series A-2, A-3 and A-8 Junior Subordinated Debentures may contact Lucid
Issuer Services Limited at +44 20 7704 0880.
Certain statements in this press release 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 Part I, Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations (MD&A) in the
Quarterly Report on Form 10-Q of AIG for the quarter ended September 30,
2011, in Part II, Item 1A. Risk Factors in the Quarterly Report on Form 10-Q
of AIG for the quarter ended March 31, 2011 and in Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations and Part I, Item 1A. Risk Factors in the Annual Report on Form
10-K of AIG for the year ended December 31, 2010.
# # #